TCR_Public/990618.MBX      T R O U B L E D   C O M P A N Y   R E P O R T E R
     
          Friday, June 18, 1999, Vol. 3, No. 116                                               

                        Headlines

ADVANCED MEDICAL: Amendment to Plan
ADVANCED RADIO: Tough Times Ahead For Survival/Losses Mount
AMERICAN GAMING: Reports Year End '98 and 1st Quarter '99 Results           
CARSON INC: Sales Increase/Foreign Sales Predominant
CARVER CORP: Schedule of Assets and Liabilities

COSMETIC CENTER: Seeks To Assume D&O Financing Agreement
DAC: Gets Bankruptcy Court Approval
FOAMEX INTERNATIONAL: Debt Acceleration Looms In Event of Default
FORCENERGY: Claims Bar Date
FULCRUM DIRECT: Seeks Extension of Post-Petition Financing

GARDEN BOTANIKA: Reports First Quarter Financial Results
GENEVA STEEL: Liquidity Problems Plague Company
HARNISCHFEGER: Organizational Meeting on Tuesday, June 22
HOME HEALTH: Seeks Approval of Compromise With US
IRIDIUM: 13% Senior Noteholders File Class Action

LIBERTY HOUSE: IRS Files Proof of Claim
LIVENT (US): Seeks Approval of Incentive Retention Plan
LOEWEN: First Meeting of Creditors
MCA FINANCIAL: Sterling Bank Seeks To Foreclose Mortgages
MERRY GO ROUND: Landlords May Get Admin. Claim For Future Rent

NEUROMEDICAL SYSTEMS: Stipulations And Orders For Relief
NU-KOTE: Objections To Disclosure Statement
PAL: Bank Opposes Plan
PARAGON TRADE: Seeks Approval of Fees Pursuant to Plan Outline
PHONE-TEL: Announces Support for Pre-packaged Plan

PITTSBURGH PENGUINS: Unsecured Creditors Support Lemieux
PLUMA INC: Seeks To Retain Robinson-Humphrey Company
PRIMARY HEALTH: Seeks Authority To Enter Into Radiology Agreement
PRIMARY HEALTH: Seeks To Reject Contract With Champion
QUALITECH STEEL: Order Modifies Final Financing Order

RENAISSANCE COSMETICS: Taps Development Specialists, Inc.
RENAISSANCE COSMETICS: Taps The Ozer Group
ROOM PLUS: Court Enters Fourth Interim Order For DIP
SERVICE MERCHANDISE: Court Approves Deloitte & Touche
TELEGROUP INC: Order Extends Use of Cash Collateral
TELEGROUP INC: Seeks To Extend Employ of Alvarez & Marsal

BOND PRICING FOR WEEK OF JUNE 14

                    **********

ADVANCED MEDICAL: Amendment to Plan
-----------------------------------
The plan of reorganization of Advanced Medical Products, Inc. is
amended to include a Class 13: Pre-petition unsecured priority
claims of government entities(excluding the State of Florida).

The claims of the Class 13 creditors are entitled priority.
The unencumbered funds of the estate realized from the
liquidation of its assets will be paid, first, to allowed
administrative priority claims under Class 4 and when they are
paid in full, next to the creditors in Class 13.  $18,000 of the
refunds will be paid to Class 9, independent of the payment of
Class 13 claims.  No payments will be made to unsecured creditors
or shareholders under Classes 10.11 and 12 of the plan unless and
until all allowed Class 13 claims have been paid in full. This
class is impaired.

A special agent shall be appointed for the benefit of the
unsecured creditors to review AMP's transactions with related
parties.


ADVANCED RADIO: Tough Times Ahead For Survival/Losses Mount
-----------------------------------------------------------
Advanced Radio Telecom Corp. (collectively with its subsidiaries,
"ART") provides wireless broadband telecommunications services in
the 38 GHz band of the radio spectrum. The company's initial
business was selling connectivity to various telecommunications
companies as a wholesale carriers' carrier, which the company
commenced in the fourth quarter of 1996.  Following the
establishment of a new core management team, the company altered
its strategy in the first quarter of 1998 and focused on selling
a variety of broadband Internet services to end-user customers
and deploying a broadband data network.  During the year ended
December 31, 1998, ART began offering its Internet services in
the Seattle, Washington, Portland, Oregon and Phoenix, Arizona
areas and, as such, revenues to date have been limited.

Advanced Radio will require significant additional capital to
fully fund its operations and long-term broadband data network
buildout and business plan.  The company currently estimates that
it will require in excess of $1 billion over the next several
years to fund capital expenditures, working capital and
operations.  During 1998, Advanced Radio and Lucent
Technologies Inc. entered into a credit facility for Lucent to
provide the company with up to $25 million of unsecured revolving
loans for working capital purposes, due June 30, 1999 unless
extended by Lucent.  During 1998, the company and Lucent also
entered into a purchase money credit facility setting forth the
terms and conditions under which Lucent will provide purchase
money financing of up to $200 million, to be used to finance the
purchase of the company's broadband data networks from Lucent.  
Lucent has made available $10 million in initial purchase money
loans and the availability of the balance is subject to other
conditions, including the company's ability to raise at least $50
million of certain debt or equity capital.  Advanced Radio has
stated that there can be no assurance that the funding will
become available to it.  The company has limited financial
resources, has incurred recurring losses from operations since
inception and does not expect to generate significant operating
revenues in the near term.  Advanced Radio's ability to continue
as a going concern at least through December 31, 1999, which
includes funding of its operations and business plan, the
repayment of the $25 million working capital facility and funding
of its contractual commitments, is dependent upon its ability to
raise additional financing.  The company has engaged investment
bankers to assist it in obtaining financing and is in
negotiations with potential investors to provide equity
financing. However, there is no assurance that Advanced Radio
will be successful in its efforts to obtain such financing, or,
if available, that it will be able to obtain it on acceptable
terms.  These conditions raise substantial doubt about the
company's ability to continue as a going concern.

During the first quarter of 1999, Lucent waived compliance by the
company with certain operational covenants in the working capital
facility and the purchase money facility.  At December 31, 1998,
the company had utilized the entire $10 million of initial
purchase money loans made available by Lucent.

Revenue for the three months ended March 31, 1999, was $225,962
compared to $236,557 for the same period in 1998.  Net loss in
the first quarter 1999 was $23,531,385 compared to the net loss
of $9,100,795 during the first three months of 1998.


AMERICAN GAMING: Reports Year End '98 and 1st Quarter '99 Results
-----------------------------------------------------------------
American Gaming & Entertainment, Ltd. reported in its Form 10-KSB
that net loss for common stockholders for the year ended December
31, 1998 was approximately $6,720,000 or ($0.54) per share as
compared to $9,039,000 or ($0.72) per share for the year ended
December 31, 1997, based upon a weighted average number of
12,532,102 common shares outstanding for each period. The
primary components of such decrease in net loss for common
stockholders are discussed below.

Revenues for the year ended December 31, 1998 amounted to
approximately $445,000, a decrease of approximately $188,000 or
approximately 30% compared to the year ended December 31, 1997.
For the years ended December 31, 1998 and December 31, 1997, the
Company recorded revenues of approximately $445,000 and
$623,000, respectively, attributable to a 4.9% equity interest in
a riverboat gaming and entertainment complex in Rising Sun,
Indiana (the "Rising Sun Interest").

Selling, general and administrative expenses were approximately
$1,633,000 for the year ended December 31, 1998, representing a
decrease of approximately $13,000 or approximately 1% when
compared to the year ended December 31, 1997. However, selling,
general and administrative expenses for the year ended December
31, 1997 included the reversal of a previously recorded
consulting expense in the amount of approximately $195,000 due to
a consulting firm advising the Company that such firm was not
seeking payment of such unpaid amount and a reversal of
previously recorded state taxes in the amount of approximately
$188,000 due to a tax refund. Exclusive of such reversals,
selling, general and administrative expenses decreased
approximately $396,000 for the year ended December 31, 1998 as
compared to the year ended December 31, 1997. Such decrease was
primarily due to decreases in compensation, rent, insurance,
consulting expense and expenses related to real property in
Alabama and the Harolds Club in Nevada.

For the year ended December 31, 1998, the Company recorded a
reversal of net liabilities for subsidiaries in bankruptcy of
$781,000 based upon the anticipated distributions under a
proposed plan of liquidation for the Company's two Mississippi
subsidiaries. No such amounts were recorded for the year ended
December 31, 1997.

Net interest expense for the year ended December 31, 1998 was
approximately $2,937,000, a decrease of approximately $2,556,000
or approximately 47% compared to the year ended December 31,
1997.  Interest expense decreased approximately $2,542,000 while
interest income increased approximately $14,000 during the year
ended December 31, 1998 compared to the year ended December 31,
1997. Interest expense for the year ended December 31, 1998
included the reversal of previously recorded interest expense in
the amount of approximately $2,342,000, primarily attributable to
reclassifying as deferred charter revenues amounts that were
previously recorded as debt.

For the year ended December 31, 1998, the Company wrote down the
value of a note receivable by approximately $165,000, to reflect
the agreement by the Company to accept the payment of $300,000 in
1999 in full satisfaction of such note. No writedowns were
recorded for the year ended December 31, 1997.

Net gain on sale of investments for the year ended December 31,
1997 was substantially due to a net gain of approximately
$625,000 on the sale of 12,500 shares of Multimedia Games, Inc.
preferred stock. No such gains were recorded for the year ended
December 31, 1998.

The Company reported in its Form 10-QSB for the period ended
March 31, 1999 that net loss for common stockholders for the
three months ended March 31, 1999 was approximately $2,330,000 or
($0.19) per share as compared to $2,378,000 or ($0.19) per share
for the three months ended March 31, 1998, based upon a weighted
average number of 12,532,102 common shares outstanding for each
period. The primary components of such decrease in net loss for
common stockholders are discussed below.

For the three months ended March 31, 1998, the Company recorded
revenues of approximately $189,000 attributable to the Rising Sun
Interest. The Company has not received any financial statement
information relating to the Rising Sun Interest for the three
months ended March 31, 1999 and therefore has not recorded any
revenues attributable to the RSR Interest for the three months
ended March 31, 1999.

Selling, general and administrative expenses were approximately
$443,000 for the three months ended March 31, 1999, representing
an increase of approximately $42,000 or approximately 10% when
compared to the three months ended March 31, 1998. Such increase
is primarily due to an increase of approximately $51,000 in legal
fees relating to litigation in the bankruptcy proceedings of the
Company's two Mississippi subsidiaries and a $35,000 judgment
against the Company for unpaid insurance premiums, partially
offset by a decrease of approximately $32,000 in insurance
expense.

Net interest expense for the three months ended March 31, 1999
was approximately $1,133,000, a decrease of approximately
$230,000 or approximately 17% compared to the three months ended
March 31, 1998. Interest expense decreased approximately $233,000
while interest income decreased approximately $3,000 during the
three months ended March 31, 1999 compared to the three months
ended March 31, 1998. Interest expense for the three months ended
March 31, 1998 includes interest on debt that was reclassified as
deferred charter revenue as of December 31, 1998.

The Company recorded a net gain of approximately $48,000 for the
three months ended March 31, 1999 related to the sale of real
property in Alabama. No such gain was recorded for the three
months ended March 31, 1998.

The Company's Common Stock is traded on the OTC Bulletin Board
under the symbol "AGEL".

                        
CARSON INC: Sales Increase/Foreign Sales Predominant
----------------------------------------------------
Carson Inc. believes that it is the number one manufacturer and
marketer of hair care and shaving products for people of color.
The majority of the company's net sales are derived from five  
categories  of the ethnic  health and beauty aids market: hair
relaxers and  texturizers, hair color, men's depilatory products,
hair care maintenance products and combout/oil sheens. In the
quarters ended March 31, 1999 and 1998, 29.5% and 35.1%,
respectively, of the net sales of Carson were to customers  
outside the United States.

Consolidated net sales for the quarter ended March 31, 1999 were
$41.7  million, an increase of $9.9 million,  or 31.0%,  over net
sales for the quarter  ended March 31, 1998 of $31.8  million.
Net income for the first quarter of 1999 was $720,000 as compared
to a net loss in the first three months of 1998 which amounted to
$183,000.

The company has a secured term loan outstanding, which bears
interest at an annual rate of 13% and matures on December 8,
2003. Interest is payable monthly.  The company may, at its
option, defer the monthly interest payment a maximum of twelve  
times  until  December  8,  2000.   This option provides  the  
company flexibility  in  meeting  its  cash  needs in the near  
term.  In the event of deferral, interest will be  accrued
at an  annual  rate of 16% for the  month deferred and will be
added to the outstanding  principal amount of the loan. The
capital stock and assets of Carson Products Company (including
stock in Carson South Africa representing a 52.6% majority  
stake) the capital stock and assets of Johnson Products and the
capital stock and intellectual  property of Dermablend are
pledged as collateral for the secured term loan.  The
loan contains covenants with respect to, among other things,
restrictions on the incurrence of additional liens or
indebtedness and restrictions  on the payment of any cash
dividends by the company of any subsidiary.


CARVER CORP: Schedule of Assets and Liabilities
-----------------------------------------------
The debtor, Carver Corporation filed its schedules of assets and
liabilities and a statement of its financial affairs.

The debtor listed total assets of $834,572 and total liabilities
of $2,970,296.


COSMETIC CENTER: Seeks To Assume D&O Financing Agreement
--------------------------------------------------------
The debtor, The Cosmetic Center, Inc. seeks court authority to
assume the D&O Financing Agreement.   The agreement enables the
debtor to maintain the D&O policies, which will, in turn, enable
the debtor to retain senior management, to keep them focused on
maximizing the value of the debtor's assets through the
consummation of this case, and to prevent the debtor's estate and
creditors from incurring future liability resulting from such
lawsuits.  The policy premiums total less than $150,000.


DAC: Gets Bankruptcy Court Approval
--------------------------------------------------------------
The Downtown Athletic Club in lower Manhattan has won a U.S.
Bankruptcy Court's approval to sell the hotel portion of
its 35-story Art Deco building, allowing it to remain the home of
the Heisman Trophy.

The club, where the nation's outstanding collegiate football
player is named each year, had been in financial jeopardy until
April, when the U.S. District Court referred the club's
reorganization plan to the Bankruptcy Court.

The following week, a $9.85 million payment was made by Cheslock
Bakker Associates of Stamford, Conn., to mortgage holder 18 West,
effectively ending the club's 14-month bankruptcy battle. Final
approval was announced Wednesday.

Cheslock Bakker is buying the hotel facilities for $8 million and
providing up to $11.5 million to satisfy the Athletic Club's
remaining creditors and improve its facilities.

Renovation is set to begin in January.

The terms of the agreement call for DAC to retain floors two
through 13, including the historic Heisman Room. Cheslock Bakker
will control floors 14-35; and the two entities will share the
lobby, where the Heisman is displayed.

Past winners of the Heisman Trophy have included O.J. Simpson,
Roger Staubach and Archie Griffin.

"We've fought a long, tough battle and now we can get on with
restoring the DAC to its position as the preeminent athletic club
in New York City," DAC President William Dockery said in a
statement Wednesday.
  

FOAMEX INTERNATIONAL: Debt Acceleration Looms In Event of Default
-----------------------------------------------------------------
Despite increased revenues and net income in the first quarter of
1999 over that of the same period in 1998 Foamex International
Inc. faces some potentially serious problems. The company did see
net income of $322,863 in first quarter 1999, and $312,290 in
first quarter 1998.  Net income respectively was $6,013 in the
1999 period and $3,109 in 1998 first three months.

Foamex operates in the flexible polyurethane and advanced polymer
foam products industry.  As of March 31, 1999, the company's
operations were conducted through its wholly owned subsidiaries,
Foamex L.P. and Foamex Carpet Cushion, Inc.,  and  consisted of
these  operating segments:  (i) foam products,  (ii) carpet
cushion  products,  (iii) automotive products,  (iv) technical  
products and (v) other,  which primarily  consisted of certain
foreign  manufacturing  operations.

Trace International Holdings, Inc. is a privately held company
which owned approximately 46.1% of the company's outstanding
stock as of April 1, 1999 and whose Chairman also serves as the
Chairman of Foamex.  In 1998, Trace informed Foamex that Trace
had substantial debt obligations that were due at the end of
December 1998 and did not have the financial resources
to pay those obligations.  Subsequently, Trace informed the
company that waivers and/or modifications of such indebtedness  
had been  obtained for at least  the near future; however, there
can be no assurance that such waivers and/or modifications will
remain in effect prior to obtaining a permanent resolution. The
company's common stock owned by Trace is pledged as collateral  
against  certain  of  Trace's obligations. If Trace were to
default on such indebtedness collateralized by the company's
common stock or other Trace creditors were to take steps  
constituting a default  under such  indebtedness  (such as filing
an  involuntary bankruptcy petition),  and if the holders of such  
indebtedness were to foreclose  on the company's  common stock
owned by Trace,  such event could trigger the "change of control"   
provisions  and  correspondingly the acceleration  and  put  
rights contained  in  certain  of  the company's subsidiaries'  
debt  agreements.  This could result in the acceleration of all
of the Foamex' subsidiaries' debt.   Although the management of
Foamex believes that the company's subsidiaries' debt obligations
could be refinanced  under such  circumstances, there can be no
assurance that the company or its subsidiaries  would be able to
do so.

Certain credit agreements and promissory notes of Foamex L.P. and
Foamex Carpet representiing approximately  $503.2 million of
debt, as of March 31, 1999, contain provisions that would result
in the acceleration of such indebtedness if  Trace  were  to  
cease  to own at  least  30% of the outstanding common stock of  
Foamex. Similarly, certain indentures of Foamex L.P. and Foamex
Capital Corporation relating to approximately $248.0 million of
senior subordinated notes contain provisions that provide the
holders of such senior subordinated notes with the right to  
require  the  issuers of the notes to repurchase  such senior
subordinated  notes at a price in cash equal to 101% of the
aggregate principal amount  thereof,  plus  accrued  and unpaid  
interest thereon, if Trace falls below certain specified
ownership levels of common stock and other persons or group owns
a greater percentage of common stock than Trace.

On March 31, 1999, sold its corporate airplane for $16.3 million  
in  gross  proceeds  of which  $8.9  million  was  used to  repay  
debt associated  with the airplane.  As specified by the terms of
the aircraft sale, lease and operating agreement,  pursuant  to
which the company  purchased  the airplane,  Trace agreed to
reimburse  the company to the extent the net proceeds from the
sale of the airplane were less than a specified amount, and the
company was obligated to share the net proceeds in excess of such
specified  amount with Trace. Under the terms of the agreement,
Foamex was obligated to pay Trace approximately $0.6 million or
approximately 50% of the "Excess Proceeds", which was offset
against Trace's obligation on two promissory notes in favor of
the company. Foamex recorded a net gain resulting from the sale
of the airplane of approximately  $4.2  million.
                                   

FORCENERGY: Claims Bar Date
---------------------------------
The debtors, Forcenergy Inc. and Forcenergy Resources Inc.
announce that the U.S. Bankruptcy Court for the Eastern District
of Louisiana set a claims Bar Date of July 30, 1999.  All
creditors who have unpaid claims must file an official proof of
claim on or before July 30, 1999.


FULCRUM DIRECT: Seeks Extension of Post-Petition Financing
----------------------------------------------------------
The debtors, Fulcrum Direct, Inc., Fulcrum West LCC and Equipment
Bond Purchaser, Inc. seek authorization for an extension of post-
petition financing. An interim hearing will be held before the
Honorable Mary F. Walrath, US Bankruptcy Court for the District
of Delaware, 6th Floor, Marine Midland Plaza, 824 Market Street,
Wilmington, Delaware 19801 on June 21, 1999 at 10:30 AM.

Fulcrum seeks authority to further extend the term, and increase
the aggregate amount of the post petition loan facility with IBJ
Schroder Business Credit Corporation.  The debtor seeks to extend
the loan facility through June 30, 1999 and increasing the
aggregate amount to $3,681,000.  Fulcrum has sold substantially
all of its assets.  Fulcrum requires additional time to finalize
the review and analysis of potential claims and, to the extent
warranted, to institute actions against third parties for the
benefit of its estates and creditors.


GARDEN BOTANIKA: Reports First Quarter Financial Results
--------------------------------------------------------
REDMOND, Wash June 16, 1999--Garden Botanika, Inc. (OTC BB:GBOT)
reported financial results for its fiscal 1999 first quarter
ended May 1.

Garden Botanika reported a net loss of $10.5 million, or $1.48
per share, for the first quarter of fiscal 1999, compared to a
net loss of $5.0 million, or $0.71 per share, for the first
quarter of fiscal 1998. Included in the net loss for the most
recent quarter was a net charge of $5.5 million to cover the
estimated additional costs for store closures and lease
termination expenses for 95 store locations having leases that
the Company intends to reject, under authorization of the U.S.
Bankruptcy Court, as part of its reorganization efforts.

Comparable store sales decreased 12% from sales in the first
quarter of 1998 for the 149 continuing stores open at least one
complete fiscal year. The decrease in comparable store sales for
the quarter was driven by decreases of 16% in February, 7% in
March and 14% in April. Net sales for the first quarter of fiscal
1999 were $17.9 million, compared to net sales of $21.7 million
for the comparable prior period, a decrease of 17%. Store net
sales decreased $4.0 million, or 20%, during the quarter
primarily due to a decrease in the number of stores, combined
with the decrease in comparable store sales. Partially offsetting
the decreases, the Company recognized revenue of $786,000 from
sales of annual memberships in the Company's discount-based
"Garden Club" customer loyalty program. Combined mail order and
Internet sales increased $13,000, or 2% versus the comparable
prior period. There were neither Internet sales nor a Garden Club
program in the first quarter of fiscal 1998.

Following the completion of its liquidation efforts at 95 of its
most poorly performing stores, the Company intends to continue
operations with a reduced store base of 150 stores, compared to
280 stores at May 2, 1998. Chief Executive Officer Arlee Jensen
commented, "With the closing of our most unprofitable stores, we
can now look forward to making improvements in operations and
mechandising. With the protections of Chapter 11 of the
Bankruptcy Code and a smaller store base, we believe we are
positioned to maintain a fresh new supply of inventory at normal
levels, and thus better meet our customers' expectations." (a)

Garden Botanika markets botanically based cosmetic and personal
care products through its 150 stores across the U.S., through its
catalog and on the Internet. The Company's headquarters are
located at 8624 154th Avenue NE, Redmond, Washington 98052, its
website address is www.gardenbotanika.com and its telephone
number is 425/881-9603.


GENEVA STEEL: Liquidity Problems Plague Company
-----------------------------------------------
On February 1, 1999, Geneva Steel Company filed a voluntary
petition for relief under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
District of Utah, Central Division. The company said the filing
was made necessary by a lack of sufficient liquidity. Prior to
the bankruptcy filing, the company did not make the $9 million
interest payment due January 15, 1999 under the terms of the
company's 9 1/2% Senior Notes due 2004. The Bankruptcy Code
generally prohibits the company from making payments on
unsecured, pre-petition debt, including the 9 1/2% Senior Notes
due 2004 and the 11 1/8% Senior Notes due 2001, except as
provided in a confirmed plan of reorganization. The company is
continuing operations in Chapter 11 and has procured a $125
million debtor-in-possession credit facility.

On February 19, 1999, the U.S. District Court for the District of
Utah granted the Geneva's motion to approve a new $125 million
debtor-in-possession credit facility with Congress Financial
Corporation. The credit facility expires on the earlier of the
consummation of a plan of reorganization or February 19, 2001.
The credit facility replaced the company's previous revolving
credit facility with a syndicate of banks led by Citicorp USA,
Inc. as agent, and, by including the property, plant and
equipment in the collateral base, is intended to provide
additional liquidity. The credit facility is secured by, among
other things, accounts receivable; inventory; and property, plant
and equipment. Actual borrowing availability is subject to a
borrowing base calculation and the right of the lender to
establish various reserves, which it has done. The amount
available to the company under the credit facility is
approximately 60%, in the aggregate, of eligible inventories,
plus 85% of eligible accounts receivable, plus 80% of the orderly
liquidation value of eligible equipment up to a maximum of $40
million, less reserves on the various collateral established by
the lender. Borrowing availability under the credit facility is
also subject to other covenants. As of May 10, 1999, the
company's eligible inventories, accounts receivable and eligible
equipment supported access to $65.6 million under the credit
facility. As of May 10, 1999, the company had $9.4 million
available under the credit facility, with $56.2 million in
borrowings.

During May 1999, the company expected to attain additional
borrowing availability through the reduction of certain reserves.
There was no assurance as to the amount of additional
availability that would be provided or that the lender will not
take additional reserves in the future.

Losses mounted in the first three months of 1999 to $42,279 on
revenues of $59,345.  In the comparable period of 1998 Geneva
Steel realized a net income of $3,392 on revenues of 192,405.


HARNISCHFEGER: Organizational Meeting on Tuesday, June 22
---------------------------------------------------------
The United States Trustee for Region III has scheduled an
organizational meeting for the purpose of forming one or more
official committees of the Debtors'creditors.  That meeting will
be held in Wilmington at the Hotel DuPont located at 11th and
Market Streets, at 2:30 p.m., on Tuesday, June 22, 1999.  John
"Jack" McLaughlin, Esq., is the attorney for the U.S. Trustee in
charge of Harnischfeger's chapter 11 cases.  Contact the
Office of the U.S. Trustee at 215-597-4411 for additional
details. (Harnischfeger Bankruptcy News Issue 2; Bankruptcy
Creditors' Service Inc.)
  

HOME HEALTH: Seeks Approval of Compromise With US
-------------------------------------------------
The debtors, Home Health Corporation of America, Inc. et. al.,
seek entry of an order approving the Compromise of a controversy
with the U.S. Department of Health and Human Services.  Pursuant
to the settlement agreement the debtors have agreed to assume
their provider agreements with the Secretary of the Department of
Health and Human Services.  The aggregate overpayments
(approximately $5 million) will be repaid over a 2-year period,
without interest.

The debtors assert that they have done extensive research into
the issues and they had substantial litigation risk with respect
to various and significant portions of the relief sought by the
Secretary.  The existing Settlement Agreement assures the debtors
of being able to count on a particular repayment schedule and to
be able to project their cash needs, knowing that this
significant center of their cash flow has been addressed
satisfactorily.


IRIDIUM: 13% Senior Noteholders File Class Action
-------------------------------------------------
A class action lawsuit has been commenced today on behalf of
investors who purchased Iridium LLC and Iridium Capital
Corporation (collectively "Iridium") 13% Senior Notes due 2005,
Series A/EN between September 9, 1998 and May 13, 1999 (the
"Class Period").

The lawsuit was commenced in U.S. District Court for the District
of Columbia against Iridium (Nasdaq: IRID), Motorola (NYSE: MOT)
and certain Iridium officers for violations of federal securities
laws. The Complaint alleges, among other things, that defendants
engaged in a scheme to inflate the price of Iridium's Notes by
continually misrepresenting the commercial viability of Iridium's
global telecommunications system throughout the Class Period.
When investors discovered that Iridium's system was not
commercially functional, that the Company missed the minimum
subscriber and revenue targets required under its bank covenants
by a wide margin, and that Iridium was in technical default of
approximately $800 million of debt, the price of Iridium's Notes
precipitously declined to $21.13 per $100 face value and the
Notes' yield climbed to more than 67% as the threat of bankruptcy
loomed.

If you purchased Iridium 13% Senior Notes due 2005, Series A/EN
during the Class Period, you may, no later than June 21, 1999
seek to participate in this action as a lead plaintiff on behalf
of the Noteholder Class. In order to serve as a lead plaintiff,
however, you must meet certain legal requirements.
                                     

LIBERTY HOUSE: IRS Files Proof of Claim
---------------------------------------
In the case of Liberty House, Inc., the United states of America
asserts that the consolidated groups' tax due is over $103
million and interest to the petition date is $34.9 million.  The
US states that it has a proper claim against the debtor since it
is severally liable for the taxes while it was part of the
consolidated group of Northbrook Corporation.


LIVENT (US): Seeks Approval of Incentive Retention Plan
-------------------------------------------------------
The debtors, Livwnt (U.S.) Inc., et al. seek an order authorizing
and approving an incentive retention plan for rank and file
employees.

The proposed asset sale to SFX Entertainment contemplates a
closing of the transaction as late as September 30, 1999 and an
adjustment to the consideration received in the event that there
is an erosion of the debtors' asset value through closing.  
Employees of the debtor have already resigned, and the debtors
feel that an appropriate financial incentive is necessary to keep
those employees who are essential to closing the asset sale and
preserving the asset value.  Under the plan, 115 employee will be
eligible to receive a predetermined retention bonus.  The maximum
total cost of the Incentive Plan is approximately $850,000.


LOEWEN: First Meeting of Creditors
----------------------------------
The United States Trustee for Region III has called for a meeting
of the Debtor's Creditors pursuant to 11 U.S.C. Sec. 341(a) to be
held on July 20, 1999 at 2:00 p.m. in Room 2313 of the U.S.
Courthouse at 844 King Street in Wilmington.  All creditors are
invited, but not required, to attend.  This Official Meeting of
Creditors offers the one opportunity in a bankruptcy proceeding
to question a responsible office of the Debtor under oath.
(Loewen Bankruptcy News Issue 3; Bankruptcy Creditors' Service
Inc.)


MCA FINANCIAL: Sterling Bank Seeks To Foreclose Mortgages
---------------------------------------------------------
Sterling Bank and Trust, FSB seeks relief from the automatic stay
in order to foreclose its mortgages from Eastside Limited
Partnership and states that Eastside is one of the debtors.  
Property Corporation of America (PCA) is one of the debtors, and
the general partner of Eastside.  Sterling Bank asserts that PCA
has no equity in the Mortgaged Properties.  In addition to the
amount of Sterling's mortgages, taxes have not been paid since
1994 or 1995 and there are at least two additional mortgages on
each mortgaged property in the face amount of $16,800.  Sterling
says that since PCA has no equity in the properties, the
properties cannot contribute to the reorganization of PCA even if
PCA was reorganizing.  

Sterling's interest is not adequately protected, and therefore
Sterling asserts its right to relief from the automatic stay.  
Sterling states that interest on the notes from Eastside
continues to accrue, some of the properties need repairs,
therefore a foreclosure is necessary.  The loans cover 27
properties, with a principal balance of loan as of January 1,
1999 of $161,744.


MERRY GO ROUND: Landlords May Get Admin. Claim For Future Rent
--------------------------------------------------------------
The U.S. Court of Appeals for the Fourth Circuit has ruled that
landlords of a debtor may be granted an administrative claim for
future rent against the bankrupt lessee. The appellate court
concluded that the issue as to whether future rent for a specific
lease is entitled to administrative priority should be determined
on a case-by-case basis, just like any other administrative
claim. The court's ruling came in the Merry-Go-Round Enterprises
Inc. v. Simon DeBartolo Group L.P. case. The court's order notes
that "in an effort to salvage its failing business,"
Merry-Go-Round entered into 10 post-petition leases with the
shopping mall operator, including a 10-year lease for a store in
DeBartolo's Cutler Ridge Mall in Miami. However, Merry-Go-Round's
failing business did not improve and the company decided to
liquidate. DeBartolo filed a Chapter 7 administrative claim for
damages including future rent from the breach of its leases with
the court. The trustee was able to negotiate a settlement of
claims in connection with nine of the 10 leases, but damages
stemming from the Miami lease were unresolved. The bankruptcy
court instead issued DeBartolo a chapter 11 administrative claim
and DeBartolo filed on the June 8, 1996, claims bar date a
$16,014 proof of claim for damages arising from past use of the
Miami property and a $1,322,265 proof of claim for future rent as
well as a cross-appeal. The trustee objected to the proofs of
claim, but the bankruptcy court validated Debartolo's claims. The
U.S. District Court upheld the lower court's ruling that
Debartolo was entitled to a chapter 11 administrative claim,
which the trustee appealed to the Fourth Circuit.  (The Daily
Bankruptcy Review and ABI Copyright c June 17, 1999)


NEUROMEDICAL SYSTEMS: Stipulations And Orders For Relief
---------------------------------------------------------
The US Bankruptcy Court for the District of Delaware entered two
separate orders approving the stipulations of Neuromedical with
Citibank.

The debtor, Neuromedical Systems, Inc. entered into a security
agreement with Transamerica Business Credit Corporation to secure
financing in an amount not to exceed $5 million.

Citibank issued an irrevocable standby letter of credit to
Transamerica on behalf of Neuromedical in an amount not to exceed
$3.18 million.  The debtor is in default under security
agreement, and Transamerica intends to draw down on the letter of
credit as soon as possible.  The amount due to Transamerica is
disputed.  The debtor claims that $2,281,597 is due, and
Transamerica believes that $2,501,044 is due.  

The parties agree to relief from the automatic stay as to
Citibank.

The debtor also entered into a Master Lease with the predecessor
of Finova Technology Finance Inc.  Citibank issued an irrevocable
letter of credit for $811,868 to Finova on behalf of
Neuromedical. Finova drew down on the Letter of Credit in the
amount of $811,993.  The parties agree to implement or enforce
the provisions of the agreement as to Citibank.


NU-KOTE: Objections To Disclosure Statement
-------------------------------------------
Seiko Epson Corporation and Epson America Inc. object tot he
Disclosure Statement of the debtors, Nu-Kote Holding, Inc. and
its affiliates.  Epson states that "the defects in the debtors'
Disclosure Statement are so pervasive that it appears that it was
not proposed with the expectation that it could or would be
approved."  Epson complains that the Disclosure Statement fails
to adequately deal with the administrative claims.  The debtors
do not address what will occur if the total for administrative
expenses exceeds $1 million.  The debtors' Disclosure Statement
is impermissibly defective in describing the OEM litigation and
the HP litigation, and does not mention its patent infringements
and the worsening of its position in antitrust counterclaims.

The creditors also object to the failure to address the
reorganized debtors' future operations.  It is silent as to its
proposed "ink-jet" subsidiary, and it is silent regarding the
debtors' post-sale supply source.  The creditors also suggest
substantial potential claims against the debtors' management and
professionals, and the creditors assert that it is virtually
impossible to ascertain what creditors will receive under the
plan.  For the many inadequacies that they describe, the
creditors maintain that the plan is not confirmable.


PAL: Bank Opposes Plan
----------------------
The U.S. Export-Import Bank asked Manila's Securities and
Exchange Commission on Thursday to reverse its approval of  
Philippine Airlines' rehabilitation plan.  The plan for the
ailing carrier was approved by the SEC on May 17 and upheld on
June 7 after airline chairman Lucio Tan successfully raised $200
million in fresh capital for the airline a key condition of the
plan.

The airline owes the Ex-Im Bank $350 million, or 16 percent of
the airline's total debt of more than $2.2 billion, making the
U.S. financial institution its second biggest creditor.  The Ex-
Im Bank has been a critic of the rehabilitation plan and of PAL's
present management, led by Tan, one of the Philippines' richest
men.  The Ex-Im Bank initiated moves in May to try to recover
four Boeing 747-400s it helped finance for the airline.

In its motion Thursday, it said the SEC has not shown proof that
it secured the approval of a majority of the airline's creditors
for the recovery plan.

It also questioned the legal procedures adopted by the SEC in
handling the carrier's rehabilitation program.

Last month, Philippine National Bank also asked the SEC to
dismiss its approval of PAL's rehabilitation plan, arguing that
foreign investors were treated more favorably than their local
counterparts in terms of loan repayments.

PNB, one of the country's largest banks, has the biggest exposure
of any of the airline's domestic creditors.

Except for some token payments, PAL has been unable to service
its debt since June 1998, when a pilots' strike and the
debilitating effects of Asia's financial crisis crippled its
operations.


PARAGON TRADE: Seeks Approval of Fees Pursuant to Plan Outline
--------------------------------------------------------------
The debtor, Paragon Trade Brands, inc.l seeks approval of certain
expense reimbursement, termination fee and overbid procedure
provisions of a plan outline between Paragon and Wellspring
Capital Management LLC. The plan outline provides for $100
million equity investment in the debtor by Wellspring pursuant to
a plan of reorganization in return for 84.1% of the common stock
of Paragon as reorganized subject to dilution and diminution as a
result of an equity rights offering; the issuance by Reorganized
Paragon of approximately $200 million in notes, and the raising
of new working capital financing in the amount of $50 million,
which investment and financing would form the basis of a proposed
plan of reorganization for Paragon.  

Under the Wellspring plan, it is anticipated that there will be
approximately $318.9 million in value to be distributed to holder
of allowed general unsecured claims, and they would have the
opportunity to participate in an equity rights offering to
acquire up to 24.1% of addition equity in Reorganized Paragon at
the same price as Wellspring.

Wellspring would contribute $100 million in cash and would cause
Reorganized Paragon to issue approximately $200 million in notes
to fund a plan of reorganization.  Overbids that provide for
consideration of at least $10 million greater than the
consideration set forth in the plan outline will be considered by
Paragon.  A termination fee of $2 million is proposed in the
overbid procedures.  At this point, the Creditors' Committee does
not support the Wellspring Plan, but it does approve of the
Overbid Procedures and intends to engage in discussions with P&G<
K-C and the Equity Committee to attempt to obtain their support
of the procedures.

The Plan Outline and Wellspring Investment are premised on a $325
million confirmation date enterprise valuation for Paragon and a
$118.9 million purchase price valuation for 100% of the New
Common Stock. Each holder of an allowed general unsecured claim
shall have the opportunity to indicate on its ballot its desire
to participate in the Rights Offering at the Wellspring
Investment Price.  A majority of the Board of directors of
Reorganized Paragon will be designated by Wellspring.


PHONE-TEL: Announces Support for Pre-packaged Plan
--------------------------------------------------
PhoneTel Technologies Announces Support for Pre-packaged Plan
PhoneTel Technologies Inc., Cleveland, announced yesterday that
the requisite acceptances of its pre-packaged reorganization plan
have been obtained from holders of its 12 percent senior notes
due 2006 and its 14 percent cumulative redeemable convertible
preferred stock, according to a newswire report. The company said
that more than 99 percent of the holders of the senior notes
responding and 100 percent of the preferred stock holders cast
ballots accepting the plan. In May, PhoneTel announced that it
had begun solicitation of the pre-packaged plan in anticipation
of filing chapter 11 to implement a restructuring through
conversion of the senior notes into equity of the reorganized
company.


PITTSBURGH PENGUINS: Unsecured Creditors Support Lemieux
--------------------------------------------------------
The Official Committee of the Unsecured Creditors in the
Pittsburgh Penguins' chapter 11 bankruptcy case announced today
that it will support a "modified" Plan of Reorganization which
will be filed by Mario Lemieux early next week.

Attorney Joel Walker of the law firm Doepken Keevican & Weiss,
counsel for the Creditors Committee, stated, "We have negotiated
a deal with the Lemieux Group which clearly maximizes recovery to
the unsecured creditors and allows the team to remain in
Pittsburgh."

Those terms include the following: an initial cash payment of $2
million; annual payments of $850,000 per year for ten years;
additional payments if the reorganized company achieves certain
savings in its operations; and the assignment of certain
lawsuits, including causes of action against Howard Baldwin and
Morris Belzberg.

"Our analysis shows that general unsecured creditors will receive
significantly better treatment under the modified Lemieux Plan
than they would receive under either the SMG/Fox or NHL Plans,"
said John Kosko, chairman of the Creditors Committee. All three
plans are scheduled to be considered by the Bankruptcy Court next
Thursday, June 24.


PLUMA INC: Seeks To Retain Robinson-Humphrey Company
----------------------------------------------------
The debtor, Pluma Inc. seeks to retain The Robinson-Humphrey
Company, LLC for the purpose of identifying opportunities for the
sale of Stardust Corporation, advising the debtor concerning
opportunities for such sale and participating on the debtor's
behalf in negotiations concerning such sale.

The firm will provide general business and financial advice;
assist in the preparation of a descriptive offering memorandum;
contact the parties concerning the sale as approved by Pluma; and
participate in negotiations on behalf of Pluma.  The firm will
receive a retainer of $30,000 and a fee equal to 2.5% of the
consideration up to $14 million and 5% of the consideration in
excess of l$14 million or $300,000, whichever is greater.  If the
sale is to a party previously identified, 2% of the consideration
up to l$14 million and 5% of the consideration in excess of $14
million or $250,000, whichever is greater.


PRIMARY HEALTH: Seeks Authority To Enter Into Radiology Agreement
-----------------------------------------------------------------
The debtors, Primary Health Systems, Inc. seek court authority to
enter into a Radiology Agreement with Drs. Hill & Thomas Co.  The
Radiology Group will bill patients and third-party payors
directly for the professional component of any radiology services
rendered and the debtors will bill patients and third-party
payors for the technical component of such services.  In
addition, the debtors will pay $125 per hour for any
administrative services.  The agreement will expire on May 31,
2004, unless terminated earlier, and may be renewed for
successive two-year periods.  Radiology Group shall charge and
bill patients and third party payors separately from PHS for the
professional component of any Diagnostic Imaging Services.


PRIMARY HEALTH: Seeks To Reject Contract With Champion
------------------------------------------------------
The debtors, Primary Health Systems, Inc. and its affiliates seek
court approval to reject an executory contract with Champion
Natural Gas Company.  Champion provides debtors with natural gas.  
The contract expires October 31, 1999.  The debtors have
determined that it is in the best interests of the estate to
reject the Champion contract, and instead have contracted with
FirstEnergy Natural Gas at a lower rate.


QUALITECH STEEL: Order Modifies Final Financing Order
-----------------------------------------------------
On June 3, 1999, the US Bankruptcy Court for the Southern
District of Indiana Indianapolis Division, entered an order in
the case of Qualitech Steel Holdings Corp. and its wholly-owned
subsidiary, Qualitech Steel Corporation modifying the final order
authorizing postpetition financing.

The order increases the availability of the financing from $16.1
million to $30 million in connection with a modified operating
budget.

RENAISSANCE COSMETICS: Taps Development Specialists, Inc.
---------------------------------------------------------
The debtors, Renaissance Cosmetics, Inc., et al. filed an
application to retain Development Specialists, Inc. as interim
management for the debtors.

The firm will provide interim management for the debtors in order
to maintain and increase, if possible, the value of the debtors'
businesses. The firm will pursue a quick and efficient sale of
substantially all of the debtors' assets in order to maximize the
recovery of the debtors' creditors and parties in interest; and
perform such other services as are necessary to allow the debtors
to meet their obligations as debtors.  The debtors have paid DSI
a retainer of $500,000.  Approximately $350,000 of that retainer
remains.


RENAISSANCE COSMETICS: Taps The Ozer Group
------------------------------------------
The debtors, Renaissance Cosmetics, Inc., et al. seek to retain
The Ozer Group, LLC as asset disposition consultants.  
The firm will specifically provide assistance with the sale of
all or a portion of Renaissance's assets, including inventory
furniture, fixtures, equipment and leaseholds.  Or if it can not
be sold, Ozer will assist with orderly liquidation.  The firm may
assist in the preparation of information packages relating to the
assets being sold; develop a process for liquidation of various
assets, negotiate with prospective liquidation purchasers of one
or more transactions.  The debtors propose to pay a $20,000
retainer to the firm.


ROOM PLUS: Court Enters Fourth Interim Order For DIP
-----------------------------------------------------
David A. Belford has a valid and enforceable secured claim
against the debtor as of the petition date of approximately $1.5
million.  The debtor stipulates that the Belford Loan is not
subject to defense, offset or counterclaim.  The debtor is
seeking additional financing above he Cash Collateral in an
amount not to exceed $1 million, which Belford is will to
provide.

The court approved the Interim Financing, and the debtor is
authorized to borrow up to an additional $300,000 as dictated by
the Budget.  The Dip Facility shall provide funding to the debtor
in $200,000 increments and is conditioned on the debtor meeting
its sale milestones.


SERVICE MERCHANDISE: Court Approves Deloitte & Touche
-----------------------------------------------------
The Debtors sought and obtained Judge Paine's authority to employ
Deloitte & Touche as limited financial advisors to the Debtors in
connection with the sale of B.A. Pargh.  The Debtors engaged D&T,
prior to filing their Petition, in connection with the sale of
B.A. Pargh, a Service Merchandise subsidiary selling office
supplies and equipment to businesses.  Thus, say the Debtors, D&T
is "thoroughly familiar with the Debtors, their business, and in
particular B.A. Pargh."

By retaining B.A. Pargh, the Debtors seek to maximize the value
of B.A. Pargh and its assets to better enable the Debtors to
reorganize successsfully, as a whole.

D&T will provide the Debtors with the following corporate finance
advisory services in connection with the marketing and sale of
B.A. Pargh:

1. updating the previously prepared detailed selling memorandum

2. assisting in identifying and contacting potential stratgic
and financial buyers on a worldwide basis.

3. assisting in fielding inquiries and questions from potential
candidates

4. assisting in negotiating  and structuring various aspects of
the proposed transaction.  

D&T will charge the following hourly rates:

      Partners and Principals             $450 to $575
      Senior Managers                     $220 to $450
      Managers                            $200 to $400
      Seniors Accountants                 $140 to $360
      Assistant Staff                     $ 80 to 330
      Administrative                      $ 30 to 80

(Service Merchandise Bankruptcy News Issue 7; Bankruptcy
Creditors' Service Inc.)


TELEGROUP INC: Order Extends Use of Cash Collateral
---------------------------------------------------
The US Bankruptcy Court for the District of New Jersey entered an
order authorizing the debtor, Telegroup, Inc. to use Foothill's
cash collateral in accordance with the Budget up to and including
June 30, 1999.  


TELEGROUP INC: Seeks To Extend Employ of Alvarez & Marsal
---------------------------------------------------------
The debtor, Telegroup, Inc. requests that the court enter an
order approving the Fourth Interim Order for retention of Alvarez
& Marsal as its crisis and restructuring consultants.


BOND PRICING FOR WEEK OF JUNE 14
================================
DLS Capital Partners, Inc.

Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07                  10 - 12 (f)
Amer Pad & Paper 13 '05                62 - 64
Asia Pulp & Paper 11 3/4 '05           79 - 80
Boston Chicken 7 3/4 '05                3 - 5 (f)
Cityscape 12 3/4 '05                    9 - 11 (f)
E & S Holdings 10 3/8 '06              49 - 52
Geneva Steel 11 1/2 '01                20 - 22 (f)
Globalstar 11 1/4 '04                  63 - 64
Hechinger 9.45 '12                      9 - 12 (f)
Iridium 14 '05                         18 - 19
Jitney-Jungle 12 '06                   46 - 48
Loewen 7.20 '03                        63 - 64 (f)
Penn Traffic 8 5/8 '03                 39 - 41 (f)
Planet Hollywood 12 '05                20 - 23 (f)
Samsonite 10 3/4 '08                   81 - 83
Service Merchandise 9 '04              20 - 21 (f)
Sun Healthcare 9 1/2 '07               18 - 22 (f)
Sunbeam 0 '18                          16 - 17
TWA 11 3/8 '06                         53 - 54
Vencor 9 7/8 ' 05                      25 - 28 (f)
Zenith 6 1/4 '11                       26 - 28 (f)

                    **********

The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to
conferences@bankrupt.com are encouraged.  

Bond pricing, appearing in each Friday edition of the TCR,
is provided by DLS Capital Partners, Dallas, Texas.

S U B S C R I P T I O N   I N F O R M A T I O N     
Troubled Company Reporter is a daily newsletter, co-
published by Bankruptcy Creditors' Service, Inc.,
Princeton, NJ, and Beard Group, Inc., Washington, DC.  
Debra Brennan, Yvonne L. Metzler and Lexy Mueller, Editors.
Copyright 1999. All rights reserved.  ISSN 1520-9474.  

This material is copyrighted and any commercial use, resale
or publication in any form (including e-mail forwarding,
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Information contained herein is obtained from sources
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