TCR_Public/990621.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
     
     Monday, June 21, 1999, Vol. 3, No. 117                                               

                           
                    Headlines

ADVANCED GAMING: Plan of Reorganization
AMEDISYS INC: Company Hopeful It Can Restructure Debt
AMPACE CORP: Seeks Approval of Disclosure Statement
AURA SYSTEMS: Nasdaq Halts Trading; No Money To Pay Auditors
BISCAYNE APPAREL: Operating Statement For May, 1999

BREED TECHNOLOGIES: Standing On The Brink, Debt Waivers Crucial
CELLEX BIOSCIENCES: First Amended Disclosure Statement
CELLPRO INC: Points and Authorities Supporting Plan
CENTRAL EUROPEAN MEDIA ENTERPRISES: Dissolution In The Offing
EL PASO ELECTRIC: Moody's Upgrades El Paso Electric Ratings

GB HOLDINGS INC: Exclusivity Period Expires; Trustee Appeals
J. PETERMAN: Monthly Operating Report
LIBERTY HOUSE: Seeks Authority To Employ Special Tax Counsel
LOEHMANN'S: Announces First Quarter Results
LONG JOHN SILVER'S: Hearing To Consider Disclosure Statement

NUCENTRIX: Files 3.4M Shares For Selling Holders (NCNX)       
PARAGON TRADE: Responds to Equity's Objection to K-C Settlement                                     
PONDER INDUSTRIES: Announces Chapter 11 Filing
PONDEROSA FIBRES: Plan Gets Court Nod-Three Months Later
RAND ENERGY: Seeks Extension of Time To Reject\Assume Leases

SERVICE MERCHANDISE: Court Authorizes Rejection Of Seven Leases
SIZZLER: Cuts Down Board of Directors
THE SCORE BOARD: 14th Extension Order For Interim Financing
THORN APPLE: Bar Date Set For July 13, 1999
THORN APPLE: Order Extends Time To Assume or Reject Leases

TODAY'S MAN: Seeks Entry of Final Decree
VOICE IT WORLDWIDE: First Amended Disclosure Statement
WORLDWIDE DIRECT: BellSouth Says Take It or Leave It
Z.FREDERICK: Hearing on Extension of Exclusivity

                    **********

ADVANCED GAMING: Plan of Reorganization
---------------------------------------
Branson Signature Resorts, Inc. and Advanced Gaming Technology
Inc. propose a first amended joint plan of reorganization.  The
confirmation hearing is set for June 29, 1999 at 3:30 PM at the
US Bankruptcy Court for the District of Nevada, 300 Las Vegas
Blvd. S Las Vegas, Nevada.

The debtors' main activities to date have been the development
and marketing of electronic bingo systems.  Future operations
will continue these efforts while becoming involved in more
traditional casino gaming markets.  The history of Advanced
gaming shows losses in excess of $33 million since its inception.  
The strategic plan of the debtors is to become a profitable niche
player in the gaming technology industry.

The debtors shall list and aggressively market the Branson
Property for immediate sale at or near its fair market value. In
addition, the debtors shall use their cash on hand and shall
authorize and issue 15 million share of new common stock for
distribution under the plan.  The debtors expect to raise the
bulk of the funds for future capitalization through the
solicitation of investments in the Reorganized Debtors.  This
solicitation will occur simultaneously with the distribution of
the Disclosure Statement and will be in the form of loans.  The
debtors expect to borrow up to $1 million.


AMEDISYS INC: Company Hopeful It Can Restructure Debt
-----------------------------------------------------
Amedisys, Inc. is a multi-regional provider of home health
nursing services, alternate-site infusion therapy, and ambulatory
surgery centers. The company operates 71 offices within a network
of subsidiaries in the south and southeastern United States.

Net revenues for the three months ended March 31, 1999 increased
$20,863,000 or 256% to $29,005,000 from $8,142,000 for the three
months ended March 31, 1998.  Cost of revenues, however,
increased by $9,734,000 to $14,289,000 for the three months ended
March 31, 1999 from $4,555,000 for the first three months of
1998.  The company had an operating loss of $1,707,000 for the
three months ended March 31, 1999 as compared to an
operating loss of $4,228,000 for the same period in 1998. The
reduction in operating losses of $2,521,000, or 60%, is mainly
attributed to the restructuring efforts implemented during 1998
and the economies of scale achieved with the acquisition of
certain Columbia/HCA home health care agencies. Amedisys had a
net loss of $2,498,000 for the three months ended March 31, 1999
compared with a net loss of $2,521,000 for the three months
ended March 31, 1998. The company is said to expect the quarterly
losses to decrease throughout 1999 as the full benefit of
its restructuring efforts are realized.

Notes payable of the company consist primarily of a $25 million
asset-based line of credit, a one-year $14 million note payable
to Columbia/HCA, and borrowings under revolving bank lines of
credit of $2,500,000 and $750,000. The $25 million asset-based
line of credit is collateralized by eligible accounts receivable
of the Home Health Care Nursing division. Eligible receivables
are defined as receivables, exclusive of workers' compensation
and self-pay, that are aged less than 181 days. The ongoing fees
associated with this line of credit equate to 1% of eligible
billed receivables generated during each billing period.
The $14 million note payable to Columbia/HCA is a result of the
acquisition consummated in November 1998 and is payable in
December, 1999. Management of the company and representatives
from Columbia/HCA are in negotiations to restructure the
repayment terms of this note payable. In the event that an
agreement can not be reached, Amedisys does not expect to have
the cash flow to fund the obligation when due, which raises
substantial doubt about the company's ability to continue as a
going concern. The revolving bank lines of credit of $2,500,000
and $750,000 bear interest at bank prime plus 1.5% and bank prime
plus 1%, respectively. At March 31, 1999, approximately
$656,000 was available under the combined bank lines of credit.
These lines of credit are collateralized by 80% of eligible
receivables in outpatient surgery and infusion, 75% of eligible
receivables in home health care, and 80% of physician notes
receivable. Eligible receivables are defined principally as
accounts that are aged less than 90 days for outpatient surgery
and infusion and 120 days for home health care. Subsequent to
March 31, 1999, the $2,500,000 line of credit was decreased to
$2,000,000, with scheduled step-downs in availability until the
expiration on July 31, 1999.


AMPACE CORP: Seeks Approval of Disclosure Statement
---------------------------------------------------
The debtors, Ampace Corporation and Ampace Freightlines, Inc.
seeks approval of their proposed Disclosure Statement.  A hearing
on the motion is scheduled before the Honorable Peter J. Walsh,
Bankruptcy Court for the District of Delaware on July 13, 1999 at
9:30 AM.


AURA SYSTEMS: Nasdaq Halts Trading; No Money To Pay Auditors
------------------------------------------------------------
Nasdaq Stock Market monitors on Thursday halted trading of Aura
Systems Inc., a long-troubled El Segundo technology firm, after
the company reported that it couldn't afford to pay the outside
auditors needed to finish its annual report.

Aura confirmed six months ago that its accounting practices were
the subject of a Securities and Exchange Commission probe--for at
least the second time in three years--and earlier this week
delivered the latest grim news to its shareholders.

"The company's continued operation will require an infusion" of
additional cash and restructuring of about $ 35 million of debt,
the firm said in an SEC filing Wednesday. Aura has raised more
than $ 100 million in capital since 1993, despite never reporting
an annual profit. Aura said its recent financial troubles began
when its former subsidiary, NewCom Inc., failed to repay its $ 20
million of debt due last fall. NewCom ceased daily operations
after lender Deutsche Financial Services cut off its
cash supply, the firm said. DFS also has launched legal
proceedings to place a lien on Aura's assets, it said.
When anticipated funds from NewCom failed to appear, Aura said,
it was unable to pay its outside auditors, which the company did
not identify.

Aura also said it has been forced to curb its expansion plans,
eliminate or sell two divisions and lay off more than 50
employees since January. The firm said it still owes more than $
10 million to creditors and is in arrears on leases or mortgages
on six offices. Without more cash, Aura said, it risked being
delisted from Nasdaq.

"Our feeling is the halt is a suspension until the Nasdaq has its
questions answered," Aura spokesman Larry Aldrich said. Aura "has
been doing what it needs to survive."

Wednesday's filing was only the most recent example of Aura's
hunger for cash--an appetite it has tried to satisfy with
repeated stock offerings that raised millions even though the
firm remained unprofitable.  Zvi "Harry" Kurtzman, Aura's
president, did not return phone calls Thursday. In the past, he
has described himself as a "consultant to major defense
contractors," who co-founded the firm in 1987 to do work for the
Pentagon, then switched to selling electromagnetic products and
audio speakers.

Even as profit remained elusive, the number of outstanding shares
soared from 27 million in 1993 to 62.9 million in 1996, largely
because the firm sold new shares at a discount overseas under an
exemption from U.S. securities regulations. Stock sales under the
so-called Regulation S exemption allowed the firm to raise about
$ 85 million in two years, which allowed it to continue in the
face of huge operating losses. For U.S. stockholders, the
overseas sales meant a major dilution of ownership.

"The money . . . was not thrown away," Kurtzman said in 1996. "We
own buildings, patents and technology."  Aura raised more money
after it bought NewCom's predecessor out of bankruptcy
in the mid-1990s. Aura then spun off NewCom, which made its own
initial public offering in 1997 and raised about $ 19 million.
Aura still owns at least 60% of the company.

Aura's latest SEC filing indicates it has pinned its hopes on a
product called AuraGen, a generator that it said is undergoing
testing by the Army. An Army spokeswoman could not immediately
comment.

More turbulence may lie ahead for Aura. In January, the firm
confirmed that it received a subpoena from the SEC, which again
is investigating its accounting practices. The Aura spokesman
said Thursday the case has not yet been resolved.

In 1996, amid SEC accusations that it engaged in "sham"
transactions to make its sales performance appear stronger, Aura
settled the case without admitting or denying wrongdoing. In a
consent order, the firm agreed not to commit such violations in
the future.

The company's shares closed at 22 cents, down 91% from their 52-
week high of $ 2.41 a year ago.


BISCAYNE APPAREL: Operating Statement For May, 1999
---------------------------------------------------
The debtors, Biscayne Apparel, Inc. and M&L International, Inc.
filed operating statements for the month of May, 1999.

Biscayne Apparel Inc. reports an operating loss of $51,212.  The
company reports total current assets of $9,197,703 and
liabilities of $14,152,070.

M&L International Inc. reports disbursements of $114,651 and an
operating profit of $20,912.  The company reports total current
assets of $13,672,483 and current liabilities of $2,169,505.

Net Sales for February 5, 1999 through May 31, 1999 total
$1,416,120.  The Company reports net income of $218,794 for the
same period.


BREED TECHNOLOGIES: Standing On The Brink, Debt Waivers Crucial
---------------------------------------------------------------
Breed Technologies Inc., manufacturer of motor vehicle parts and
accessories, had a net sales decrease of 7% to $401.2  million
for the three months ended March 31, 1999 from $431.7 million for
the three months ended March 31, 1998. The company said the
decrease in net sales was primarily due to lower sales in airbags
of approximately  $16.0 million, the continued decline in EMS
sensor sales, lower sales in the steering wheel division,
primarily in Europe, of $3.2 million and the sale of Italtest on
January 1, 1999.  These decreases were partially  offset by
increased  sales of seat belts compared to the prior year
quarter. Net losses resulted from the decreased sales to $171.8
million for the first quarter 1999 as compared to the net loss of
$1.7 million experienced in the first quarter of 1998.

Breed Technologies has obtained successive waivers from its
lenders on its credit facility.  Since it is not in a position to
meet its obligation to lenders the company intends to once again
negotiate the necessary amendments on additional waivers with its
lenders.  There is no assurance that it will be able to do so.
Any amendment to the loan agreement must be approved by the
lenders holding more than 50% of the commitments and
borrowings  outstanding  under the credit facility.  In the  
absence of a further  waiver  or an  amendment to the loan
agreement, after June 29, 1999, the lenders would be entitled to
exercise all of their rights under the loan agreement including,  
without limitation,  declaring all amounts  outstanding  under
the credit facility immediately due and payable and/or  
exercising  their  rights with respect to the  collateral  
securing the credit facility which consists of, among other
things,  substantially all of the real and personal property of
the company and its subsidiaries. If the company is unable to
obtain a further waiver or amendment to the loan agreement, the
company may not have sufficient cash to meet its working
capital, debt service and capital  expenditure needs beyond June
29, 1999, in which case, the company may be required to obtain
financing from other sources. There can be no assurance  that
such  financing  will be available or, if available,  that it
will be on terms  satisfactory  to the company.  Consequently,  
the inability to obtain any such waiver, amendment or alternative
financing would have a material adverse effect on the company's
financial condition and results of operations.


CELLEX BIOSCIENCES: First Amended Disclosure Statement
------------------------------------------------------
The debtor, Cellex Biosciences Inc.  provides advanced cell
culture technology through patented systems and contract cell
culture production services - to pharmaceutical, diagnostic and
biotechnology companies as well as leading research institutions
worldwide.

Classification and Treatment of Claims and Interests:

Class A1 - Bank of Bloomfield Hills
$679,825 plus interest.  The Bank's allowed secured claim shall
be paid in installments of approximately $21,460 over 3 years
with interest accruing at 7% per annum.

Class A2- Biovest, LLC
$185,000.  Biovest's secured claim shall be paid in monthly
installments of approximately $5,712 over 3 years with interest
accruing at 7% per annum.  In addition, biovest has advanced
$650,000 in post-petition financing.  Biovest is also obligated
to advance an additional $365,000 on or before confirmation.  
Biovest will receive a minimum of 57% of the new Common Shares in
the debtor to be issued under the plan. If Biovest obtains a
commitment for financing to purchase or satisfy the allowed
secured claims of the Schuster Group, Biovest's percentage of
ownership of the shares of the reorganized debtor shall increase
to 75%.

Class A3 - Schuster Group
$868,571. This claim will either be paid on the Effective Date or
treated in accordance with the agreement with Biovest, subject to
any Subordination Agreement with the Blank of Bloomfield, payment
in monthly installments of interest and principal amortized over
15 years with a maturity date of three years from the Effective
Date.

Class A4 - Wells Fargo, a/k/a Norwest Bank Minneapolis, NA
Security interest in a $80,000 CD to secure certain obligations
under a real estate lease.

Class A5 - First Commercial Corp.
$2,337.  First Commercial shall be allowed a Class C claim in the
amount by which its total claim exceeds its Allowed Secured
Claim.  Its total claim is $15,038.

Class A6 - IRS
$484,584. The IRS shall be paid in monthly installments of
$10,654.87 over a term of 54 months, with interest accruing at 8%
per annum, commencing on the first day of the first full month
following the Effective date until paid in full.

Class B - Priority Wage and Benefit claims
Paid in full on the Effective Date -up to $4300 per claim.

Class C - General Unsecured Claims.
All holders shall share pro rata 28% of the Common stock of the
debtor to be issued under the plan. (Under certain circumstances
reduced to 25%)

Class D - Pre-petition Equity Interests
The class shall consist of holders of all pre-petition Equity
Interests in the debtor.  The pre-petition Equity Security
Holders shall not receive or retain under the plan on account of
their equity interests any property.

Upon confirmation the Reorganized Debtor intends to continue
doing business as Cellex Biosciences Inc.  The debtor intends to
adopt a Stock Option Plan.


CELLPRO INC: Points and Authorities Supporting Plan
---------------------------------------------------
CellPro Incorporated, debtor, seeks confirmation of its plan.
CellPro has liquidated essentially all of its assets during the
course of its reorganization case.  The plan provides for the
distribution of the cash generated from that liquidation to
holders of allowed claims and allowed interests.

The Patent Plaintiffs (Class 4A) and the Securities Claims
(Classes 5A, 5B, 5C) are satisfied pursuant to the prepetition
settlement agreements with CellPro.  The plan essentially
provides for the payment of all other allowed claims.  Holders of
Allowed Class 6 interests (Common Stock) will then receive a pro
rata share of all cash remaining in the estate after the payment
of all claims and the establishment of the Administrative and
Working Capital Reserve.  The Reorganized Debtor is vested with
the remaining assets, a portion of the Administrative and working
Capital Reserve, and holders of Common stock in the Reorganized
Debtor may receive an additional, final distribution based on the
net proceeds (if any) realized from the liquidation or other
resolution of the remaining assets.

CENTRAL EUROPEAN MEDIA ENTERPRISES: Dissolution In The Offing
-------------------------------------------------------------
Central European Media Enterprises Ltd. is a Bermuda corporation.
The company invests in, develops and operates national and
regional commercial television stations and networks in Central
and Eastern Europe and is considered to be the leading commercial
television company in Central and Eastern Europe. The company's
national private television stations and networks in the Czech
Republic, Slovakia and Slovenia had the leading nationwide
audience shares for 1998 and the first quarter of 1999
and the company's television network in Romania had the leading
average audience share within its area of broadcast reach for
1998 and the first quarter of 1999.

The company's net revenues increased by $3,239,000, or 10%, to
$37,000,000 for the first quarter of 1999 from $33,761,000 for
the first quarter of 1998. CME's net income was $12,088,000 for
the first quarter of 1999 compared to a net loss of $25,038,000
for the first quarter of 1998.

On March 29, 1999, the company entered into a reorganization
agreement with SBS Broadcasting S.A., a company organized under
the laws of Luxembourg, which provides, among other things, for
the sale by the company to SBS of all of the assets, business,
properties and rights of the company (consisting primarily of the
stock of CME Media Enterprises B.V., an intermediate holding
company wholly owned by CME); the assumption by SBS
of, and indemnification of the company with respect to, all
liabilities, obligations and commitments of the company including
the company's outstanding senior notes (which are to remain
outstanding following the transaction); the issuance by SBS to
the company of a number of shares of SBS common stock, par value
$1.50 per share, equal to 0.5 times the total number of shares of
the company's Class A common stock and Class B common stock
outstanding immediately prior to the closing of such transaction;
and the immediate commencement of the winding up of the company
and distribution of the SBS stock received by the company to the
shareholders of the company (followed as soon as practical
thereafter by the final dissolution of the company).
Accordingly, upon the closing of the transactions contemplated by
the reorganization agreement, each shareholder of the company
would receive 0.5 shares of SBS stock for each share of common
stock of the company owned by such shareholder.

The foregoing transaction is intended to be accounted for as a
purchase, and to qualify as a reorganization under the Internal
Revenue Code (and thus to be tax-free for U.S. tax purposes to
the shareholders of CME). The closing of the transaction is
subject to a number of conditions precedent, some of which are
beyond the control of the company, including the approval of the
shareholders of SBS. Ronald S. Lauder, who controls approximately
71% of the vote of the company, has entered into a shareholders'
agreement with SBS whereby he has committed to vote his shares of
Class A and Class B common stock in favor of the transaction.
Certain members of SBS's management have entered into a
shareholder agreement with the company whereby they have agreed
to vote their SBS shares in favor of the transaction.  In the
event that the transaction is not consummated, the reorganization
agreement provides various rights to the company and to SBS,
depending upon the circumstances.


EL PASO ELECTRIC: Moody's Upgrades El Paso Electric Ratings
----------------------------------------------------------- PR
The following information was distributed through financial
newswires on June 16, 1999 by Moody's Investors Service:

Moody's Investors Service upgraded the ratings of El Paso
Electric (Amex: EE) (EPE) reflecting greatly reduced regulatory
risk from three recent events. The utility's first mortgage bond
and secured bank facility ratings were raised to Ba1 from Ba2,
and its issuer rating was raised to Ba3 from B1. EPE retired its
expensive payment-in-kind preferred stock March 1. The outlook is
positive reflecting Moody's expectation of continued debt
reduction.

As expected, the Public Utility Commission of Texas (PUCT)
approved EPE's settlement agreement that provides a $15 million
revenue reduction, primarily to residential ratepayers. The
utility negotiated a $25 million rate increase in Texas in 1996
as part of its plan to exit bankruptcy. The 1996 agreement froze
rates until 2005. Texas currently comprises 70% of retail
revenues and New Mexico 12%.  When EPE settled a New Mexico rate
review in 1998 with a modest 5% base rate reduction, it
voluntarily offered a similar reduction to its Texas customers,
an action which led to the May 1999 settlement.

Two other events provide additional reduction in regulatory risk
since the Texas settlement. The Texas legislature approved a bill
restructuring the state's electric sector. The bill permits EPE
to continue to follow its 1996 rate freeze agreement, with the
recently negotiated reduction, until the agreement's expiration
in August 2005, thus delaying the impact of competition on the
utility until that date. Other utilities in Texas face
deregulation of generation in 2002.

The Federal Energy Regulatory Commission (FERC) also issued an
order in May that awarded $53 million in stranded costs should
the city of Las Cruces proceed with its municipalization efforts.
Earlier, FERC administrative law judge and staff recommendations
were for lower amounts of stranded cost recovery. This more
generous final order places a higher value on potential
municipalization proceeds should the city continue to move
forward. As the prospective cost of municipalization would now be
in the range of the maximum the city declared it had been willing
to pay, the probability of its completion is lower. Politics as
well as economics will influence subsequent developments in the
municipalization.

The recent leveraged buyout proposal for a neighboring utility,
Texas New Mexico Power, did not influence the rating. EPE
management will continue to entertain any attractive proposal to
maximize shareholder value. Moody's will reflect potential events
in ratings only when their fruition becomes more certain.

The utility still has leverage that well exceeds industry
averages. Debt was 68% of total capital at March 31, 1999, with
$75 million in cash on the balance sheet. However, the
substantial reduction in debt from 81% of capital as of March 31,
1996, evidences the progress made in debt reduction to date.

El Paso Electric is based in El Paso, Texas, and serves retail
customers in Texas and New Mexico and wholesale customers in the
region.


GB HOLDINGS INC: Exclusivity Period Expires; Trustee Appeals
------------------------------------------------------------
GB Property Funding Corp., a Delaware corporation, was
incorporated on September 29, 1993.  GB Property Funding is a
wholly owned subsidiary of GB Holdings, Inc., a Delaware
corporation.  Holdings was a wholly owned subsidiary of Pratt
Casino Corporation, also a Delaware corporation, through December
31, 1998.  Effective after December 31, 1998 PCC transferred 21%
of the stock ownership of Holdings to PBV, Inc., a newly formed
entity, controlled by certain stockholders of Greate Bay Casino
Corporation.  PCC was incorporated during September 1993 and is
wholly owned by PPI Corporation, a New Jersey corporation and a
wholly owned subsidiary of GBCC.  Holdings was incorporated in
September 1993, and on February 17, 1994, acquired, through
capital contributions by its parent, all of the outstanding
capital stock of Greate Bay Hotel and Casino, Inc., which owns
the Sands Hotel and Casino in Atlantic City, New Jersey.  GB
Property Funding was formed for the purpose of borrowing
$185,000,000 for the benefit of GBHC, such debt was issued during
February 1994 at the rate of 10 7/8% per annum and the proceeds
were loaned to GBHC.  GB Property Funding has no operations and
is dependent on the repayment of its note from GBHC for servicing
it debt obligation.

As stated above, GB Property was formed for the purpose of
issuing $185,000,000 of first mortgage notes for the benefit of
GBHC.  GB Property Funding loaned the proceeds from the first
mortgage notes to GBHC and, at March 31, 1999, has a note
receivable and related accrued interest receivable due from GHBC
totaling $191,575,000.  Also, as discussed above, GB Property
Funding has no operations and the note receivable and the accrued
interest receivable represents virtually all of GB Property
Fundings' assets.  By virtue of the bankruptcy action (see below)
the first mortgage notes and related accrued interest payable
have been classified as liabilities subject to compromise.  To
the extent that any proceeds are ultimately realized from GBHC as
a result of the resolution of the bankruptcy proceedings,
Holdings indicates that such amounts would be offered in full
satisfaction of the first mortgage notes.

On January 5, 1998 Holdings, GB Property Funding and GBHC filed
for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court
for the District of New Jersey.  On January 11, 1999 the
exclusivity period for filing a reorganization plan by the
debtors expired.  As a result any party in interest may file such
reorganization plan, subject to confirmation by the Bankruptcy
Court and approval by the New Jersey Casino Control Commission.  
The debtors are continuing operations as debtors-in-possession,
and collectively, reported revenues in the first quarter of 1999
of $57.9 million, on which net income of $490,000 was realized.  
In the similar quarter of 1998 the company reported revenue of
$55.6 million which provided net income of $2.6 million.

Subject to certain exceptions in a security agreement,
substantially all of Holdings' and GBHC's assets are pledged in
connection with their long-term indebtedness.  GBHC filed a
motion in the Bankruptcy Court, seeking to use "Cash Collateral",
as defined by 11 U.S.C. ss. 363.  By opinion filed April 3, 1998,
the Bankruptcy Court granted GBHC the right to use "Cash
Collateral" subject to providing certain adequate protection in
favor of the Indenture Trustee for the first mortgage notes and
concluded that the Indenture Trustee did not have a perfected
security interest in GBHC's deposit accounts or cash generated
from casino revenues.  An order was entered in conformity with
the opinion dated May 5, 1998.  The Indenture Trustee took an
appeal of the order to the United States District Court for the
District of New Jersey.  On March 19, 1999, the United States
District Court for the District of New Jersey affirmed the
Bankruptcy Court's decision.  The Indenture Trustee has now filed
an appeal with the United States Court of Appeals for the Third
Circuit.


J. PETERMAN: Monthly Operating Report
-------------------------------------
The J. Peterman Company submitted its monthly operating report to
the US Bankruptcy Court for the Eastern District of Kentucky,
Lexington Division for the month ending May 31, 1999.

The company lists total assets of $10,519,145 and total
liabilities of $35,381,939.  For the month of May the company
reports no sales and a net loss of $6,982.


LIBERTY HOUSE: Seeks Authority To Employ Special Tax Counsel
------------------------------------------------------------
The debtor, Liberty House, Inc. seeks authority to employ
Morrison & Foerster LLP as special tax counsel.

Liberty House desires to employ Morrison & Foerster LLP as its
special tax counsel to provide the following services:

To advise the debtor regarding matters of tax law; To represent
the debtor in proceedings or hearings in the Bankruptcy Court
involving matters of tax law; to represent the debtor in
potential hearings or negotiations with federal, state or local
taxing authorities; and to assist the debtor in documenting and
effectuating a plan of reorganization in a tax-efficient manner.  

The firm's hourly rates range from $270 per hour to $525 per hour
for partners and $150 per hour to $265 per hour for associates.  
The attorney expected to be most active charges $450 per hour.


LOEHMANN'S: Announces First Quarter Results
-------------------------------------------
Loehmann's, Inc. (OTC:LOEHQ) announced financial results for the
first quarter ended May 1, 1999.

For the first quarter of fiscal 1999 the net loss was $3.9
million, or $0.43 per share, compared to net income of $1.7
million, or $0.19 per share, for the first quarter of 1998.
Earnings before interest, taxes and depreciation and
amortization (EBITDA) for the first quarter were $3.0 million
versus $8.4 million in the prior year. Sales for the period were
$108.2 million compared to $110.2 million in the first quarter of
1999. Comparable store sales decreased 1.8% from the comparable
period in the prior year.

Results for the first quarter ended May 1, 1999 were affected by
increased promotional activity, as well as higher SG&A costs
related to the Company's more aggressive advertising and
marketing campaigns.

In conjunction with the previously announced Chapter 11 filing,
the Company has secured financing to continue to meet its future
obligations, with a $75 million Debtor-In-Possession (DIP) credit
facility with Congress Financial Corporation, which was approved
by the Bankruptcy Court on June 7, 1999.  The Company also noted
that the vendor community is providing adequate support for the
Company since the Chapter 11 filing.

Robert N. Friedman, Chairman and Chief Executive officer,
commented, "We are committed to strengthening our business
through expanded merchandise categories as well as improved
operating efficiencies. Importantly, we have secured the
necessary financing to continue to operate our stores as usual.
We are in the process of reviewing our Fall merchandising plan.
During this process, we will be evaluating all aspects of our
business in order to make our organization a more efficient and
profitable entity," Mr. Friedman concluded.

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.

LOEHMANN'S, INC. - Summary of Statement of Operations
(Unaudited)
(In thousands except per share amounts)

                                      Thirteen Weeks
                                       Periods Ended
                               May 1, 1999       May 2, 1998

Sales                        $   108,231         $  110,227
EBITDA                             3,009              8,441
Operating Income (Loss)             (181)             5,306
Income (Loss)  Before Taxes       (3,841)             1,766
Net Income (Loss) Applicable
  to Common Stock             $   (3,879)        $    1,742


LOEHMANN'S, INC.
Summary of Balance Sheet
(In thousands)

                                          Actual
                                   May 1,       January 30,
                                    1999           1999

Total Current Assets              92,731           75,814

Total Assets                   $ 203,972        $ 188,694

Total Current Liabilities        158,513           44,242

Total Liabilities                203,240          184,073

Shareholders' Equity                 732            4,611
Total Liabilities &
   Shareholders' Equity       $  203,972        $ 188,684


LONG JOHN SILVER'S: Hearing To Consider Disclosure Statement
-----------------------------------------------------------
A hearing will be held on June 28, 1999 at 2:00 PM before The
Honorable Mary F. Walrath in the US Bankruptcy Court for the
District of Delaware, 824 Market Street, 6th floor, Wilmington,
Delaware to consider the adequacy of the information contained in
the Disclosure Statement of the debtors, Long John Silver's
Restaurants, Inc., et al.

The debtors are proceeding with the transaction contemplated
under the Stock Purchase Agreement, which is to be consummated as
part of the debtors' Chapter 11 plan of reorganization.

The Stock Purchase Agreement and the Stock Purchase Agreement
Order provide that the debtors must obtain Bankruptcy Court
approval by July 15, 1999 and must obtain the entry of a
confirmation order by August 31, 1999 and must consummate the
Stock Purchase Agreement with AWRI, purchaser by September 15,
1999.  If not, the Purchaser may terminate the agreement and the
demand a $5 termination fee plus expenses up to $500,000.  If the
debtors enter into an Acquisition transaction with a third party,
there will be a termination fee of $7.5 million and expense
reimbursement of up to $1.5 million.

If the court approves the Disclosure Statement, the debtors
anticipate a Confirmation Hearing on August 18, 1999.

Under the plan, a pool of cash will be available for distribution
to holders of allowed claims against the debtors.  The primary
source of payments to holders of allowed claims under the plan
will be the cash paid by Yorkshire Global Restaurants, inc., to
purchase 100% of the stock of the company, as reorganized under
the plan  as well as the cash proceeds of certain sale leaseback
and financing transactions.  The base purchase price udner the
Stock Purchase Agreement is $227.5 million subject to certain
adjustments.


Classification and treatment of Claims:

Class 1 - Senior Secured Claims. Impaired.
Class 2 - Other Secured Claims.  Unimpaired
Class 3 - Priority Claims. Unimpaired
Class 4 - General Unsecured Claims Impaired - Estimated aggregate
allowed amount of general unsecured claims will be $32 million to
$40 million.
Class 5 - Subordinated Note Claims. Impaired
Class 6 - Preferred Stock Interests. Impaired
Class 7 - Common Stock Interests. Impaired


NUCENTRIX: Files 3.4M Shares For Selling Holders (NCNX)
-------------------------------------------------------------
Nucentrix Broadband Networks Inc. (NCNX) is registering nearly
3.4 million common shares on behalf of selling holders,
according to a Form S-1 filed late yesterday with the SEC.
The holders include Quaker Capital Partners I L.P. (897,638
shares), Aspen Partners L.P. (627,590 shares) and R. Ted Weschler
(161,878 shares), among others.

Of note, the holders acquired the shares in connection with the
company's reorganization under Chapter 11 of the U.S. Bankruptcy
Code, when it was known as Heartland Wireless Communications.

The registration statement, when cleared by the SEC, lets the
holders sell shares of Nucentrix to the public but doesn't
require the holders to divest any stock.  Shares of Nucentrix, a
Plano, Texas, owner of wireless cable television systems, were
recently trading at $28.75, down $0.13 for the day. (NewsTraders
Inc. June 18, 1999)

                            
PARAGON TRADE: Responds to Equity's Objection to K-C Settlement
---------------------------------------------------------------
The debtor, Paragon Trade Brands, Inc. responds to the objection
of the Official Committee of Paragon's Equity Security Holders to
Paragon's motion seeking approval of the settlement between the
debtor and Kimberly-Clark Corporation ("K-C").

The debtor says that the Equity Committee should not be permitted
to transform the hearing on the K-C motion into a lengthy and
complex trial on issues of patent and antitrust law.  That
rather, Paragon must only establish that, all things considered,
it is prudent to eliminate the risks of litigation to achieve
specific certainty through admittedly it might be considerably
less (or more) than were the case fought to the bitter end.  
Instead of accepting Equity's invitation to pick apart the
elements of the settlement, the court should view the settlement
agreement in context and as a whole and decide if the agreement
reflects a reasonable exercise of Paragon's business judgment and
is within the range of reasonableness.

                                      
PONDER INDUSTRIES: Announces Chapter 11 Filing
----------------------------------------------
Ponder Industries, Inc. (OTC Bulletin Board: PNDR) on June 15,
1999 initiated a bankruptcy proceeding under Chapter 11 of the
Bankruptcy Code. Ponder's case was filed in the United States
Bankruptcy Court in the Southern District of Texas, Corpus
Christi Division.


PONDEROSA FIBRES: Plan Gets Court Nod-Three Months Later
--------------------------------------------------------
The U.S. Bankruptcy Court in Wilmington, Del., has confirmed
Ponderosa Fibres of Washington L.P.'s reorganization plan nearly
three months after the confirmation hearing took place.
"Confirmation of the plan is not likely to be followed by the
liquidation, or the need for further financial reorganization, of
the reorganized debtor," the June 14 order concluded. However,
the order also notes that if the plan does not go effective by
June 30 it will be null and void. After hearing testimony on
March 24 and 25 related to Ponderosa's plan and Parsons Main's
bid to have a chapter 11 trustee appointed in the case, the court
asked the parties to submit a post-trial memorandum before making
a final determination. (The Daily Bankruptcy Review and ABI
Copyright c June 18, 1999)


RAND ENERGY: Seeks Extension of Time To Reject\Assume Leases
-------------------------------------------------------------
The debtor, Rand Energy Company, seeks an extension of time
within which to assume or reject unexpired leases of non-
residential real property.

The debtor seeks an addition ninety days in which to assume or
reject unexpired leases of nonresidential real property up to and
including June 18, 1999.  The hearing on the debtor's proposed
disclosure statement has been scheduled for July 13, 1999 and the
debtor needs time to address confirmation issues.

The debtors' interests in its oil and gas "leases" involving real
property are very valuable property rights in the nature of
incorporeal hereditaments.  The debtor does not believe that such
leases are subject to assumption or rejection, however the law is
unsettled on this issue, and the debtor needs additional time to
review the agreements and to consider which leases to assume or r
reject.


SERVICE MERCHANDISE: Court Authorizes Rejection Of Seven Leases
---------------------------------------------------------------
The Court has authorized the Debtors to reject the following
leases:

     125 Mallard St, Ste E,
     New Orleans, LA

     15411 West Vantage Pkwy, Ste 212
     Houston, TX

     60 Smithville Blvd
     Plattsburgh, NY

     11200 Metro Airport Center Dr.
     Detroit, MI

     800 Bursca Dr, Ste 803
     Pittsburgh, PA

     50 Vision Blvd
     Providence, RI

     4040 Pipestone Road
     Dallas, TX


SIZZLER: Cuts Down Board of Directors
-------------------------------------
Sizzler International Inc., operator of Sizzler and KFC
restaurants, will reduce the size of its board following efforts
to downsize and reorganize its business. Sizzler, based in Culver
City, said its board voted to cut the number of members to seven
from 10 and accept the resignations of three.  Those resigning
include H. Wallace Merryman, a former chairman and 29-year
veteran of the board; Peter H. Dailey, chairman of closely held
Enniskerry Financial Ltd. who served eight years on the board;
and Carol A. Scott, a UCLA marketing professor who joined the
board in 1993. Sizzler said the new board reflects a 2-year-old
reorganization plan that reduced the size of the company.
Sizzler, which had revenue of $ 226.3 million for the year ended
May 2, began restructuring after increased competition in the
steakhouse segment of the industry forced it to file for
bankruptcy protection in 1996. Fiscal fourth-quarter net income
was $ 2.5 million, or 9 cents per share, compared with $ 2.3
million, or 8 cents, a year ago.  Revenue for the quarter
declined to $ 54.6 million from $ 56.2 million.  Sizzler
operates, franchises or has joint ventures with 346 Sizzler and
101 KFC restaurants in the U.S. and Australia. Its shares rose 19
cents to close at $ 2.19 on the NYSE. (Los Angeles Times June 18,
1999)


THE SCORE BOARD: 14th Extension Order For Interim Financing
-----------------------------------------------------------
On June 8, 1999, the US Bankruptcy Court for the District of New
Jersey entered an order authorizing the debtor, The Score Board,
Inc. to obtain interim post-petition financing, granting senior
liens and priority administrative expense status and authorizing
the Borrower to enter into agreements with Congress Financial
Corporation. A fifteenth interim hearing is set for July 12, 1999
at 11:00 AM.


THORN APPLE: Bar Date Set For July 13, 1999
-------------------------------------------
July 13, 1999 has been established as the bar date for filing a
require proof of claim or equity interest in the debtor, Thorn
Apple Valley, Inc.


THORN APPLE: Order Extends Time To Assume or Reject Leases
----------------------------------------------------------
The US Bankruptcy Court for the Eastern District of Michigan,
Southern Division, entered an order providing an extension of
time within which the debtors Thorn Apple Valley, Inc., et al.
may assume or reject unexpired leases of nonresidential real
property.  The time period is extended to and including the
earlier of November 5, 1999 and the date on which an order is
entered confirming a plan of reorganization for the debtor.


TODAY'S MAN: Seeks Entry of Final Decree
----------------------------------------
The debtors, Today's Man Inc. and its affiliates seek entry of a
final decree in their Chapter 11 bankruptcy case.  Any objections
to the final decree bust be received by debtors' counsel on or
before 4:00 PM on June 29, 1999.


VOICE IT WORLDWIDE: First Amended Disclosure Statement
------------------------------------------------------
Voice It Worldwide, Inc., debtor, believes that its plan as
proposed is feasible. The debtor's assets consist of the personal
and intellectual property associated with its business
operations.  The debtor has patents and trademarks which it
values at approximately $121,000.  The debtor intends to reject
its current real property leases and to move its operations to
San Diego, California. The debtor expects to need approximately
$65,000 as of the Effective Date of the plan.  Voice It has
changed its business plan from manufacturing and direct sales
through retailers to distribution of the mobile dictation
recorder through value added resellers and OEM contracts.   

The treatment of classes:

Class 1 - Priority, Wage and Benefit Plan Claims - Paid on
Effective Date, up to a maximum amount per claim of $4,000.

Class 2 - Secured Claims of Coast Business Credit - Class 2
consists of the secured claim held by Coast Business Credit,
valued at approximately $102,000.  The claim will bear interest
at the rate of 7% per year commencing on the Effective date.  The
claim is impaired under the plan.  The claimant will receive a
monthly amortized payment of $8,825.73 under the plan.

Class 3 - Unsecured Creditors - holders with allowed claims less
than $4000 will be paid 40% of the amount of their allowed claims
in total satisfaction of their claims.  Holders with allowed
claims greater than $4000 may reduce their claims to $4000 and be
treated as above, or they will be paid over a seven year period.  
The debtors' shall deposit an amount equal to 3.5% of the
debtor's net cash receipts, and the holders shall receive a pro-
rata share of that deposit.  These claims are impaired.

Class 4 - Pre-confirmation shareholders - will retain their
interests in the company.  Class 4 is impaired.


WORLDWIDE DIRECT: BellSouth Says Take It or Leave It
----------------------------------------------------
BellSouth International Wireless Services, Inc. ("BSI-WS")
requests that the court enter an order compelling the debt5or to
immediately assume or reject the Products Agreement and PARC
Agreement.  BSI-WS says that it is severely prejudiced if the
debtor does not make an immediate decision with regard to the
agreements.  BSI-WS points out that SmarTalk has failed and
continues to fail to pay its post-petition obligations as and
when due under the Products Agreement and PARC Addendum; that
SmarTalk has been in default of the agreements since March 30,
1999; that SmarTalk's potential right to request use of the
network facilities and systems interferes with BSI-WS'
opportunity to fully utilize its network, causing a diminishment
in BSI-WS' property value.


Z.FREDERICK: Hearing on Extension of Exclusivity
------------------------------------------------
A hearing will be held on July 14, 1999 at 9:30 AM in the case of
Z. Frederick Enterprises Ltd. and Kenar Enterprises Ltd., for the
entry of an order increasing the debtors' exclusive periods.  The
debtors seek a three month additional increase of the periods to
file a plan and seek acceptances to the plan.  The debtor seeks
extensions to and including October 15, 1999 and December 17,
1999, respectively.

The debtors say that their energies have been focused on
liquidating their inventory by way of ordinary course sales
rather than by bankruptcy auction, selling and/or rejecting their
leases and collecting on both pre and post petition accounts
receivable.

The debtors have located a buyer for their trademarks, and are
also about to commence certain litigation seeking to recover on
certain large accounts and notes receivable owing to the debtors.  
It is not clear yet to the debtors whether these proceedings will
be dismissed or whether a liquidating plan will be feasible.  The
debtors anticipate filing a motion to sell the trademarks within
the next month.

                    **********

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

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