TCR_Public/990623.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
     
  Wednesday, June 23, 1999, Vol. 3, No. 119                                               

                           
                    Headlines

ABLE TELECOM: Increased Expenses, Acquisition Growing Pains
AMERICAN RICE: Reorganization Plan Gets Conditional Approval
BN1 TELECOMMUNICATIONS: Memorandum of Law
CAI WIRELESS: Post-Merger Reshaping In Hands Of MCI Worldcom
CITYSCAPE FINANCIAL: Confirmation of Plan

FACTORY CARD: Hearing Set For Committee of Equity Holders
FINE HOST: Entry of Order Confirming Second Amended Plan
FIRSTPLUS FINANCIAL: Committee Responds To Exclusivity Extension
FIRSTPLUS FINANCIAL: Seeks Authority To Employ Arthur Andersen                                           
FOOD COURT ENTERTAINMENT: Outline Of Reorganization Plan

FORCENERGY: Needs Cash To Continue Exploration
FORSTMANN & CO: On A Slippery Slope, Sales Declining
GEOGRAPHICS: Reported Sales Up, Losses Remain Constant
GULF STATES STEEL: Operational Losses Create Fear Of Insolvency
HOME HEALTH CORP: 9th Order Authorizing Use of Cash Collateral

INTERNATIONAL HERITAGE: Trustee Offers Tentative Settlement
IRIDIUM: To Cut Prices, Alter Marketing Strategy
LOEHMANNS: Company Proceeds As Debtor-in-Possession
MCGINNIS PARTNERS: Continuance of Disclosure Statement Hearing
MEDPARTNERS: Seeks Order Authorizing Sale of Non-Debtor Assets

MORO CORP: Outline Of Reorganization Plan
NATIONAL EQUITIES HOLDINGS: Files Chapter 7
NEUROMEDICAL SYSTEMS: Bar Date Set For July 30
NEXTWAVE: Court Denies FCC's Bid To Take NextWave Licenses
NU-KOTE: Wells Fargo Objects To Adequacy of Disclosure Statement

PARAGON TRADE: Seeks To Extend Maturity Date of Financing
PICO PRODUCTS: Bankruptcy Under Consideration As Business Stalls
PITTSBURGH PENGUINS: Lemieux's Plan Ousts SMG and Fox Sports Net
PLUMA INC: Seeks Use of Additional Cash Collateral
QUADRAX CORP: To Hire Accounting Firm To Prepare Projections

QUALITECH STEEL: Bar Date Set For July 7
RAND ENERGY: Seeks Approval of Bid Procedures
RECYCLING INDUSTRIES: Seeks Nod for Sale of Assets To B&R Trading
SAMSONITE: Bottom Line Improves, Sales Up
STARTER CORP: NFL Players Seeks Assumption or Rejection

TALK AMERICA: Court Authorizes Employment of Professionals                   
TALK AMERICA: Court Authorizes Employee Retention Plan

                    **********

ABLE TELECOM: Increased Expenses, Acquisition Growing Pains
-----------------------------------------------------------
Able Telcom Holding Corp. and its subsidiaries develops, builds
and maintains communications systems for companies and
governmental authorities. The company is headquartered in West
Palm Beach, Florida, and operates its subsidiaries throughout the
United States, as well as in South America. Recently completed
acquisition, as a result of agreements last year with Worldcom,
has created a smaller net yield as the company commences its
fiscal year.

Able's three-month period ended April 30, 1999 yielded revenue of
$124,481,000 with net income of $41,000.  The same period last
year saw Able Telecom with revenues of $34,552,000 and net income
of $867,000.


AMERICAN RICE: Reorganization Plan Gets Conditional Approval
------------------------------------------------------------
American Rice Inc. won provisional approval of its amended plan
of reorganization, according to an attorney for the company. The
U.S. Bankruptcy Court in Corpus Christi, Texas, last week
approved a settlement relating to inter-company claims between
American Rice and Erly Industries Inc., American Rice's former
parent, which is also reorganizing under chapter 11 bankruptcy
protection. The court's approval of the settlement cleared the
way for the provisional confirmation. Under the terms of the
settlement, American Rice received an undisputed allowed
claim in the Erly case of $18 million. Erly also waived its
claims in the American Rice bankruptcy case, thereby eliminating
any disputes as to claims between Erly and its former subsidiary.
The court conditioned approval of American Rice's amended plan of
reorganization upon a short-term resolicitation of American
Rice's bondholders based upon the modification, and the
sign off of the modification by the company's bank group and the
indenture trustee. (The Daily Bankruptcy Review and ABI June 21,
1999)


BN1 TELECOMMUNICATIONS: Memorandum of Law
-----------------------------------------
BN1 Telecommunications Inc. submits a memorandum of law in
support of confirmation of the debtor's liquidating plan of
reorganization. The plan separates the various claims against the
debtor into two classes of secured claims and two classes of
unsecured claims, which take into account the differing nature
and priority of claims against the debtor.  


CAI WIRELESS: Post-Merger Reshaping In Hands Of MCI Worldcom
-----------------------------------------------------------
On June 4, 1999, MCI WorldCom acquired 8,284,425 shares in
keeping with a purchase and sale agreement dated March 23, 1999
between MCI WorldCom and certain sellers.  The shares acquired
represent approximately 48.0% of the issued and outstanding
common stock of CAI.  MCI WorldCom has also entered
into a second purchase and sale agreement dated as of March 23,
1999 with certain other sellers.  Under this agreement, MCI
WorldCom has agreed to purchase from the second parties,
2,270,715 shares, representing approximately 13% of the issued
and outstanding common stock of CAI.  The purchase price for the
shares under these agreements is less than the $28 price per
share in the merger.

MCI WorldCom expects that the business and operations of CAI will
be continued substantially as they are currently being conducted.  
MCI does plan, though, to evaluate and review CAI's businesses,
operations and properties and make such changes as are deemed
appropriate in light of the increasing demand for high speed
Internet access and additional phone line services and other
circumstances as they arise. After the merger, MCI WorldCom
expects to explore the possibility of taking steps that would be
required to cause CS Wireless Systems, Inc., a 94% owned
subsidiary of CAI, to become a wholly owned subsidiary of CAI or
MCI WorldCom. Additionally, after the merger, MCI WorldCom
expects to take appropriate steps to review and possibly reduce
or restructure the outstanding indebtedness of CAI and CS.

MCI WorldCom has indicated that it has no present plans or
proposals that would relate to or result in an extraordinary
corporate transaction such as a merger, reorganization or
liquidation involving CAI or any of its subsidiaries or a sale or
other transfer of a material amount of assets of CAI or any of
its subsidiaries.  Neither does MCI Worldcom anticipate any
present material change in the capitalization or dividend policy
of CAI or any other material change in CAI's corporate structure
or business or the composition of CAI's board of directors or
management.

The text of the merger agreement, and relevant information, may
be read at http://www.sec.gov/cgi-bin/srch-edgar?0000914749-99-
000013 on the Internet, at no cost.


CITYSCAPE FINANCIAL: Confirmation of Plan
-----------------------------------------
On June 10, 1999, the Bankruptcy Court for the Southern District
of New York entered an order confirming the first amended joint
plan of reorganization of Cityscape Financial Corp. and Cityscape
Corp.


FACTORY CARD: Hearing Set For Committee of Equity Holders
---------------------------------------------------------
On July 9, 1999 at 10:00 AM, the court will hear the motion for
appointment of an Official Committee of Equity Holders.


FINE HOST: Entry of Order Confirming Second Amended Plan
--------------------------------------------------------
On May 18, 1999, the US Bankruptcy Court for the District of
Delaware entered an order confirming Fine Host Corporation's
second amended plan of reorganization.  The Confirmation Order is
on filed with the Clerk of the Bankruptcy Court, in the US
Bankruptcy Court, 824 North Market Street, Wilmington, Delaware
19801.  The Effective Date of the plan occurred on May 27, 1999.


FIRSTPLUS FINANCIAL: Committee Responds To Exclusivity Extension
----------------------------------------------------------------
The Official Unsecured Creditors' Committee of FirstPlus
Financial Inc. files its response to the motion of FirstPlus
Special Funding Corp. to extend exclusivity.  The Committee
serves as the Official Unsecured Creditors' Committee for Special
Funding's parent company, FirstPlus Financial, Inc.  The
Committee understands FirstPlus Special Funding corporation to
have been a special purpose entity created for purposes of
certain financing transactions with German American Capital
Corporation("GACC").  The Committee has been consulted with by
the debtors in connection with Special Funding's proposed
settlement with GACC.

The Committee has not reached a final conclusion on the position
it will take with respect to the proposed settlement between the
debtors and GACC, to be heard on July 21, 1999.  However, the
Committee believes that Special Funding's request for a 60-day
extension of its exclusivity periods to file a plan and solicit a
vote approving such a plan, pending the hearing, is appropriate.


FIRSTPLUS FINANCIAL: Seeks Authority To Employ Arthur Andersen
--------------------------------------------------------------
The debtors, Firstplus Financial Inc. and Firstplus Special
Funding Corp. request that the court approve the employment of
Arthur Andersen LLP as their financial advisors.  Andersen would
assist the debtors with valuation issues and matters concerning
the development of a plan of reorganization and disclosure
statements for the debtors.

Specifically, the firm will value various assets and businesses
of the debtors to include the valuation of the residual loan
values of the debtors' loan pools; assist in the development of
the debtors' business plan; assist in the development of the
debtor's plan of reorganization and Disclosure Statement and
provide expert testimony if necessary in Bankruptcy Court on
various matters including valuation issues and bankruptcy
feasibility and confirmation issues.  Hourly fees charged
By the firm range form $375 to $100.

                                             
FOOD COURT ENTERTAINMENT: Outline Of Reorganization Plan
--------------------------------------------------------
On May 7, 1999, the United States Bankruptcy Court for the
District of Delaware confirmed the first modified Chapter 11 plan
of reorganization, dated March 9, 1999 of Food Court
Entertainment Network, Inc. The Plan generally provides that each
holder of an allowed general administrative claim, an allowed
professional administrative claim, an allowed tax claim and, an
allowed priority claim will be paid, in cash, an amount equal to
the allowed amount of each claim. Each holder of an allowed
general unsecured claim will receive a pro rata share of the
debtor's cash remaining after payment in full of all allowed
administrative, tax and priority claims, and any net recoveries
from avoidance claims, the promissory note of the reorganized
debtor in the amount of $50,000, bearing interest at the rate of
five percent per year, payable in full on May 18, 2000, and
shares aggregating five percent of the issued and outstanding
shares of common stock of the reorganized debtor.

All equity interests in the debtor, including all Class A common
stock, Class A warrants, Class B common stock, Class B warrants
and rights under any employee or director stock option plans and
any other options or warrants in the debtor have been canceled.  
The reorganized debtor will, in following the plan, issue new
shares of common stock totaling, in the aggregate, 5,000,000
shares.

All of the members of the Board of Directors and executive
officers of the debtor have resigned and David W. Menard will be
the reorganized debtor's sole director and officer. Food Court,
through a certificate of amendment to its amended and restated
Certificate of Incorporation filed on June 7, 1999 with the
Secretary of State for the State of Delaware, has
changed its capital structure and name from Food Court
Entertainment Network, Inc. to Moro Corporation.


FORCENERGY: Needs Cash To Continue Exploration
----------------------------------------------
Forcenergy Inc, a Delaware corporation, formerly Forcenergy Gas
Exploration, Inc., is an independent oil and gas company engaged
in the exploration, acquisition, development, exploitation and
production of oil and natural gas. Forcenergy and its
predecessors have been engaged in the oil and gas exploration and
production business since 1982, the year in which it was founded
by its current President and Chief Executive Officer,
Stig Wennerstrom.

In March 1999, the company filed Chapter 11 bankruptcy
proceedings.  The company states that the bankruptcy petitions
were filed in order to preserve cash and to give Forcenergy the
opportunity to restructure its debt. In conjunction with the
Chapter 11 filing, the company's common stock was delisted by the
New York Stock Exchange. Shortly after delisting from
the New York Stock Exchange, Forcenergy's common stock began
trading on the OTC Bulletin Board.  Although some market for the
company's common stock exists, liquidity and access to debt and
equity capital markets has been severely limited.  The company is
fully drawn under its existing senior credit facility and is
currently in violation of various of the covenants in the credit
facility agreement. While currently maintaining and maximizing
the operations of its producing properties by utilizing cash
accumulated subsequent to the Chapter 11 filing, the use of that
cash is governed by provisions of a court-approved cash
collateral order. The company is also negotiating with potential
lenders to provide additional debtor-in-possession financing.
Forcenergy's preparation of a plan of reorganization has not yet
been submitted to the Bankruptcy Court

The company reported an operating loss of $268.0 million for the
year ended December 31, 1998, compared to the $126.4 million
operating loss recorded for the prior year. Net loss for 1998 was
$314.5 million compared to a net loss of $134.8 million in 1997.  
Revenues were $273.5 million for the year ended December 31,
1998, compared to $284.2 million reported last year.


FORSTMANN & CO: On A Slippery Slope, Sales Declining
----------------------------------------------------
Forstmann & Company, Inc. is a leading designer, marketer and  
manufacturer of innovative, high quality  woolen, worsted and
other fabrics which are used primarily in the production of
brand-name and private label apparel for men and women, as well
as specialty fabrics for use in billiard and gaming tables,
sports caps and school uniforms.  The apparel industry represents
the majority of the Forstmann's customers.

The company has incurred net losses of $19.0 million, $7.0
million and $17.8  million in fiscal years 1998, 1997 and 1996,
respectively.  Net sales declined from $199.0 million in fiscal
year 1997 to $149.6  million in fiscal year 1998. For the
thirteen-week quarter ending May 2, 1999 Forstmann reported
revenue of $27.0 million down from $49.6 million in the same
quarter of last year.  Net loss of &1.0 million was sustained in
the quarter ended May 2, 1999 as compared to a $1.5 million net
gain in that quarter of 1998.

As of February 8, 1999, the company and its lenders amended its
loan and security agreement, waived certain financial covenant
defaults arising from the company's financial results for fiscal
year 1998 and set new financial covenants for fiscal year 1999.
The company's availability under its revolving loan facility was
approximately $1.5 million at May 2, 1999 as compared to $25.5  
million at May 3, 1998. At May 30, 1999, the company's
availability under its revolving loan facility was $1.3 million.  
Also, at May 2, 1999, Forstmann was not in compliance with the
minimum EDITDA covenant contained in its loan and security  
agreement.

Forstmann's ability to maintain adequate availability to meet its
operating needs is dependent on achieving future sales and
successful implementation of its cost reductions.  The majority
of the company's customers are in the domestic apparel industry
that continues to suffer an economic decline as a result of
higher levels of imports and changing fashion trends.  If these
trends continue, the company's results of operations and  
financial condition will continue to deteriorate, likely at a
faster rate than previously experienced.


GEOGRAPHICS: Reported Sales Up, Losses Remain Constant
------------------------------------------------------
Geographics, Inc. was incorporated as a Wyoming corporation on
September 20, 1974.  The company is engaged in the development,
manufacture, marketing and distribution of specialty paper
products, generally made using pre-printed designs, including
stationery, business cards, brochures, memo pads and paper cubes.

There has been a significant change in the composition of
Geographic's senior management and the Board of Directors in the
past two years.  Additionally, the company's securities were
delisted from the NASDAQ National Market and subsequently the
NASDAQ Smallcap Market during fiscal 1998.  Trading of the
company's securities has continued on the NASDAQ OTC
Electronic Bulletin Board.  The delistings may restrict
marketability of the company's common stock. The common shares of
the company were suspended from trading on The Toronto Stock
Exchange on June 11, 1998 due to the failure of the company to
provide the required financial information and filings.

The company's fiscal year ends on March 31 and reported net sales
for the year increased 41.3% to $24,097,845 from $17,051,142 in
fiscal year 1997.  Geographics incurred a loss from operations in
fiscal year 1998 of $8,011,719 compared to an operating loss of
$7,598,804 during fiscal year 1997. The loss before provision for
income taxes was $9,622,709 in fiscal year 1998 compared to the
loss before provision for income taxes of $9,085,783 in fiscal
year 1997.


GULF STATES STEEL: Operational Losses Create Fear Of Insolvency
---------------------------------------------------------------
Gulf States Steel Inc. is tolling an ominous warning these days.
The company admits to losses in the current and prior years and
during the second quarter of fiscal 1999, orders, shipments and
pricing for its products continued to be adversely affected by
increased foreign steel imports.  As a result of such increased
imports and their effect on the domestic steel market, the
company has noted that orders, shipments and pricing have
decreased significantly in fiscal 1999 and Gulf says they are
expected to remain at low levels throughout much of the year.  
Given current market conditions, the level of debt and associated
interest expense, required capital expenditures and improvements
and the potential realization of loss contingencies, the company
believes that it will continue to incur losses in fiscal 1999.

If the Gulf is unable to increase sales and pricing, continue to
reduce costs and implement productivity improvements, maintain
its borrowing availability under the revolving credit facility,
obtain additional financing, and if the level of foreign steel
imports is not reduced, the company admits that it may not have
sufficient liquidity and capital resources to meet its projected
fiscal 1999 cash requirements.

During the company's first quarter ended April 30, 1999 losses
sustained were $23.8 million on revenue of $78.9 million.  During
the same period in 1998 loss was $2.0 million and revenue was
$103.6 million.


HOME HEALTH CORP: 9th Order Authorizing Use of Cash Collateral
--------------------------------------------------------------
On June 14, 1999 the US Bankruptcy Court for the District of
Delaware entered an order authorizing the debtor to use cash
collateral on a limited basis pursuant to a ninth stipulation and
order.  The debtors request as part of the stipulation that the
Banks consent to their limited use of cash collateral which the
debtors represent is necessary to fund their operations.


INTERNATIONAL HERITAGE: Trustee Offers Tentative Settlement
-----------------------------------------------------------
International Heritage, Raleigh, N.C., filed chapter 7 last
November, and the Securities and Exchange Commission (SEC) filed
a civil complaint that its president, Stanley Van Etten and two
co-founders were responsible for fraud, filing false reports and
illegal sale of unregistered securities. According to a newswire
report, a federal bankruptcy trustee last week proposed a
settlement that would force Van Etten to surrender a $3.5 million
bond he had posted and to pay the SEC another $150,000. The SEC
alleges that International Heritage was nothing by a pyramid
scheme, where investors or distributors make their money back
from fees paid by newer investors. International Heritage paid
distributors $250 each to start up sevn marketing
networks, plus $100 for training materials. The SEC quoted the
company's sales pitch that investing the maximum $1,850 could
return up to $15,400 a week in revenue. The tentative
settlement agreement is subject to approval by the SEC, the
bankruptcy court and a Atlanta federal judge with oversight on
the SEC's complaint. (ABI 22-June-99)


IRIDIUM: To Cut Prices, Alter Marketing Strategy
------------------------------------------------
The Wall street Journal reports on Tuesday June 22, 1999 that
Iridium LLC announced that since the company went commercial in
November, about 15,000 users have signed on, and the company has
been subject to complaints about poor quality of service.  The
company says that it is lowering its prices as much as 65% as of
July 1.  In addition, Iridium phones will cost about $1,000
instead of the current $3,000.  The company also hopes for
stronger sale to industrial users such as oil companies and
fishermen.


LOEHMANNS: Company Proceeds As Debtor-in-Possession
---------------------------------------------------
On May 18, 1999, Loehmanns filed a petition for relief under
chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the District of Delaware. Since the
petition date, Loehmanns has continued to operate as a debtor-in-
possession under the Bankruptcy Code. As a result
of the filing of the Chapter 11 Case, all pending litigation
against the company became automatically stayed as provided in
the Bankruptcy Code.  Loehmanns' management is in the process of
developing a reorganization strategy and is evaluating its
operations. Until a reorganization plan is confirmed by the
Court, payments of prepetition liabilities are limited to those
approved by the Court.

On May 18, 1999, interim financing arrangements with Congress
Financial Corporation were approved by the Bankruptcy Court
providing for a credit line of $20 million in excess of the
amount of the outstanding indebtedness at the petition date,
which was $47.9 million. The interim financing arrangements
covered the period from May 18, 1999 to June 7, 1999. On June 7,
1999, the Bankruptcy Court approved the DIP Facility. The DIP
Facility provides for a revolving line of credit and a letter of
credit facility aggregating $75.0 million.

Net sales for the thirteen week period ended May 1, 1999, were
$108.2 million as compared to $110.2 million for the comparable
period in the prior year, a decrease of approximately $2.0
million or 1.8%.  The company experienced a net loss in the 1999
period cited of $3.9 million whereas during the similar period in
1998 Loehmanns saw net income of $1.7 million.


MCGINNIS PARTNERS: Continuance of Disclosure Statement Hearing
--------------------------------------------------------------
The debtors, McGinnis Partners Focus Fund, LP and McGinnis Global
Fund, Ltd. state that the Creditors' Committee, the Investors'
Committee and the debtors are still negotiating a stipulation
with respect to among other things, the promulgation of plans of
reorganization in the Chapter 11 cases.

The parties are close to finalizing the stipulation and plan on
submitting the stipulation to the court for consideration within
the next few weeks.  It is clear that no plan and disclosure
statement will be filed prior to the hearing set for June 23,
1999.  Accordingly the debtors request a continuance of the
hearing so as to permit the parties to conclude the stipulation
and proceed in the plan process.  It is requested that the court
continue and reset the hearing for a date in late July 1999.


MEDPARTNERS: Seeks Order Authorizing Sale of Non-Debtor Assets
--------------------------------------------------------------
The debtors, Medpartners Provider Network Inc. ("MPN"), debtor,
seeks an order authorizing MPN's consent to the proposed sale of
certain hospice and home health agency assets owned by
MedPartners, Inc. and Talbert Health Services Corporation to
Odyssey Healthcare Inc. The purchase price, subject to potential
adjustments, is $775,000.  


MORO CORP: Outline Of Reorganization Plan
------------------------------------------
On May 7, 1999, the United States Bankruptcy Court for the
District of Delaware confirmed the first modified Chapter 11 plan
of reorganization, dated March 9, 1999 of Food Court
Entertainment Network, Inc. The Plan generally provides that each
holder of an allowed general administrative claim, an allowed
professional administrative claim, an allowed tax claim
and, an allowed priority claim will be paid, in cash, an amount
equal to the allowed amount of each claim. Each holder of an
allowed general unsecured claim will receive a pro rata share of
the debtor's cash remaining after payment in full of all allowed
administrative, tax and priority claims, and any net recoveries
from avoidance claims, the promissory note of the reorganized
debtor in the amount of $50,000, bearing interest at the rate of
five percent per year, payable in full on May 18,
2000, and shares aggregating five percent of the issued and
outstanding shares of common stock of the reorganized debtor.

All equity interests in the debtor, including all Class A common
stock, Class A warrants, Class B common stock, Class B warrants
and rights under any employee or director stock option plans and
any other options or warrants in the debtor have been canceled.  
The reorganized debtor will, in following the plan, issue new
shares of common stock totaling, in the aggregate, 5,000,000
shares.

All of the members of the Board of Directors and executive
officers of the debtor have resigned and David W. Menard will be
the reorganized debtor's sole director and officer. Food Court,
through a certificate of amendment to its amended and restated
Certificate of Incorporation filed on June 7, 1999 with the
Secretary of State for the State of Delaware, has
changed its capital structure and name from Food Court
Entertainment Network, Inc. to Moro Corporation.


NATIONAL EQUITIES HOLDINGS: Files Chapter 7
-------------------------------------------
National Equities Holdings Inc., Houston, which does business as
NEHI Petroleum, announced that it has filed for chapter 11
protection. The Board of Directors unanimously agreed to file as
a result of growing debt and the company's inability to generate
income. Management had previously announced the filing was
likely. (ABI 21-June-99)


NEUROMEDICAL SYSTEMS: Bar Date Set For July 30
----------------------------------------------
On June 15, 1999, the Honorable Peter J. Walsh entered an order
setting a bar date of July 30, 1999 for filiing proofs of claim
in the case of Neuromedical Systems, Inc.


NEXTWAVE: Court Denies FCC's Bid To Take NextWave Licenses
----------------------------------------------------------
The U.S. Bankruptcy Court in White Plains, N.Y., has denied the
Federal Communications Commission's motion to lift NextWave
Personal Communication Inc.'s automatic stay to allow the agency
to revoke and cancel the company's 63 C-Block licenses. "Whatever
the verbiage, the substance of the matter is that the FCC's right
to payment as a creditor is subject to avoidance under the
relevant Bankruptcy Code provisions just like the right to
payment of any other creditor... The modification of the FCC's
rights as a creditor in accordance with the Bankruptcy Code does
not constitute a default by NPCI, and NPCI is not in default in
respect of its modified payment obligations," the court's June 16
order concluded.  (The Daily Bankruptcy Review and ABI - June 21,
1999)


NU-KOTE: Wells Fargo Objects To Adequacy of Disclosure Statement
----------------------------------------------------------------
Wells Fargo Business Credit, Inc. formerly Norwest Business
Credit, Inc., a creditor in the case of Nu-Kote Holding, Inc. and
its affiliates, objects to the adequacy of the disclosure
statement filed by NationsBank, NA for itself and as agent for
eight other lenders and the Official Unsecured Creditors
Committees for Nu-kote International, Inc. and International
Communications Materials, Inc.

Wells Fargo asserts that appropriate definitions are not included
in the plan, and that the Disclosure Statement is confusing in
that it does not provide an initial summary outlining the various
classes of creditors and their respective treatments.  

Specifically, in re-defining its own treatment, Wells Fargo
provides a description of its treatment and provides that the
debtors shall not be discharged from their indemnification
obligations to it and that any distributions shall not release
the debtors from any claims asserted by Wells Fargo.  Wells Fargo
also states that the Disclosure Statement should be modified to
expressly permit the pursuit of administrative claims.  It also
points out that the Disclosure Statement does not disclose that
the early payment of amounts due under the Norwest Agreement
result in a prepayment fee owing to Norwest.


PARAGON TRADE: Seeks To Extend Maturity Date of Financing
---------------------------------------------------------
The debtor, Paragon Trade Brands, Inc. requests authority to
extend the maturity date of its postpetition financing and to
revise certain financial and reporting covenants in connection
with the financing.

This amendment would extend the Maturity Date of the D"IP
Facility to March 26, 2000.  Specifically, the capital
expenditures covenant and the EBITCA covenant have been modified.  
The debtor does not anticipate that it can arrange financing on
less onerous terms than provided for in the DIP facility.  Any
replacement financing would entail extensive and time-consuming
negotiations, and would most likely cost fees in excess of $1
million (based on a $75 million facility).  The debtor believes
that the DIP lenders are offering postpetition credit on
competitive terms.  


PICO PRODUCTS: Bankruptcy Under Consideration As Business Stalls
----------------------------------------------------------------
Pico Products, Inc. and its subsidiaries design, manufacture and
distribute products and systems for the pay TV and cable TV
industries, broadband communications and other signal
distribution markets.

At April 30, 1999 the company was in technical violation of
several of the financial covenants related to both its senior and
subordinated debt. These factors, among others, may indicate that
the company will be unable to continue as a going concern.  The
senior lender notified Pico Products that it had terminated its
credit facility, effective December 31, 1998.  The company's
senior lender has continued to advance funds in accordance with
the facilities advance rates.  However, there is no assurance
that the senior lender will continue to advance funds and
continuation of the senior debt facility is critical to the day-
to-day operations of the company. In the event the senior lender
did not continue to advance funds, the company would need to find
alternate sources of financing and it is highly unlikely that it
could obtain such financing at acceptable terms and conditions.
Consequently it would have to consider filing for protection
under Chapter 11 of the Bankruptcy Code.

Pico has retained an investment banking firm to advise it with
respect to the exploration of strategic alternatives that could
lead to the possible sale or merger of the company.  Such a sale
or merger might be consummated under Chapter 11 of the Bankruptcy
Code.  However, the company has not determined a course of action
and may ultimately decide to remain independent.  Pico Products
had approximately $5,990,000 outstanding under the senior
facility and the company had $109,000 of availability under its
line of credit on April 30, 1999.

The company reported a quarterly loss, for the quarter ended
April 30, 1999, of $522,00 on revenues of $4,388,000.  The same
quarter of 1998 saw a net loss of $360,000 on revenues of
$7,089,000.


PITTSBURGH PENGUINS: Lemieux's Plan Ousts SMG and Fox Sports Net
----------------------------------------------------------------
Former Pittsburgh Penguins Mario Lemieux filed his reorganization
plan for the hockey team yesterday, and it calls for ousting both
the Civic Arena landlord, SMG, and broadcaster Fox Sports Net
Pittsburgh, according to the Associated Press. In his revised
plan, Lemieux would pay himself significantly less than he
originally proposed and give up his right to sue former team
co-owner Roger Marino for past wages. Other creditors would also
abandon claims against Marino, and in return, Marino would make a
$500,000 payment to unsecured creditors and pay off a loan the
team took from the National Hockey League (NHL). Lemieux's new
plan would convert $20 million of his $32.5 million in debt into
an ownership stake in the team, and he will get a $5 million
payment and forgive the remaining $7.5 million. Under his
original plan, he would have been repaid the entire amount over a
10-year period. The NHL, along with SMG and Fox, have filed their
own plans, so three plans will be considered in court on
Thursday.


PLUMA INC: Seeks Use of Additional Cash Collateral
--------------------------------------------------
The debtor, Pluma Inc., seeks entry of an order authorizing the
use of cash collateral on terms less restrictive than those
contained in the Final Stipulation and Order for the debtor's use
of cash collateral and for adequate protection entered on June 8,
1999.  The debtor requests that the "collateral coverage amount"
be reduced from $41,850,000 to $39,850,000.  In order for the
debtor to continue to operate and meet its post-petition
obligations, including its payroll obligations, the debtor must
have authority to use up to $2 million of its cash collateral not
presently subject to use by the debtor as a result of the
$41,850,000 collateral coverage amount restriction.  The debtor
believes that its reasonable needs would be met through the
reduction of the Collateral Coverage Amount restriction by $2
million to $39,850,000 which is the relief requested herein.
The debtor states that unless the debtor has the use of the
additional cash collateral, strong potential exists for great
diminution in the going concern value of its assets.  The debtor
has made significant progress in working with entities toward
takeout or exit financing which would form the basis of a plan of
reorganization.  The debtor fully intends to file a plan, most
likely within the next 40 days, and believes that the prospects
for reorganization are very good.

QUADRAX CORP: To Hire Accounting Firm To Prepare Projections
------------------------------------------------------------
The debtor, Quadrax Corporation, seeks court authorization to
employ the accounting firm of Kahn, Litwin, Renza & Co., Ltd. for
the limited purposes of preparing financial projections for the
operations of the proposed Reorganized Debtor to be attached to
the Disclosure Statement accompanying a plan of reorganization.


QUALITECH STEEL: Bar Date Set For July 7
----------------------------------------
On June 17, 1999, the US Bankruptcy Court for the Southern
District of Indiana entered an order establishing a Bar Date of
July 7, 1999 in the case of Qualitech Steel Corporation and
Qualitech Steel Holdings Corp.


RAND ENERGY: Seeks Approval of Bid Procedures
---------------------------------------------
The debtor, Rand Energy Company seeks an expedited hearing on the
motion to approve bid procedures for the sale of certain Texas
assets.  The debtor and KLT Gas, Inc. have entered into a letter
of intent, whereby the debtor agreed to sell KLT certain oil and
gas properties located in Duval County, Texas, East Rosita Field
and Hidalgo County, Texas, located in Cadre Field.   The debtor
will receive aggregate cash consideration of $18,180,000.  The
purchase price is the highest and best offer received by the
debtor.  Any offers from third parties must be at least
$18,500,000.  If there is a better offer than KLT's, the debtor
will pay $100,000 to KLT as an expense reimbursement.


RECYCLING INDUSTRIES: Seeks Nod for Sale of Assets To B&R Trading
-----------------------------------------------------------------
The debtors, Recycling Industries of Tyler, Inc., Ferex
Corporation, Ferex Metals Recycling, Inc., Ferex Metals Recycling
of McKinney, Inc. and K&L Auto Recycling Inc. seek court approval
of a sale of substantially all of the assets, properties and
business of each of the debtors to B&R Trading, Inc. for a
purchase price of $2.85 million. Competing overbids will be
permitted, and a breakup fee of $100,000 is provided in the event
that a sale to a competing bidder is consummated.

The debtors submit that the sale of assets is justified by
compelling business reasons.  Unless the debtors sell their
business operations and assets, there is the very real and
substantial risk that the scrap metal processing facilities
operated by these debtors will become a continuing drain on the
operating resources of the jointly administered debtors.


SAMSONITE: Bottom Line Improves, Sales Up
-----------------------------------------
Samsonite Corporation is engaged in the manufacture and sale of
luggage and related products throughout the world, primarily
under the Samsonite, American Tourister, and Lark brand names.
The principal customers of the company are department/specialty
retail stores, mass merchants, catalog showrooms and warehouse
clubs.  The company also sells its luggage and other travel
related products through its company-owned stores.

Samsonite's consolidated net sales increased from $156.7 million
in fiscal 1999 to $175.9 million in fiscal 2000, an increase of
$19.2 million or 12.3%.  Fiscal 2000 sales were favorably
impacted by the increase in the value of the Belgian franc
compared to the U.S. dollar.  Without the effect of the exchange
rate difference, fiscal 2000 sales would have increased by $16.0
million or approximately 10.2%.

The company had a net loss in fiscal 2000 of $3.9 million
compared to a net loss in fiscal 1999 of $10.9 million.  The
decrease in the net loss from the prior year of $7.0 million,
according to Samsonite, is caused by the effect of the increases
in operating and other income and a decrease in extraordinary
loss, offset by a decrease in interest income and an increase
in interest expense and income taxes during fiscal 2000.


STARTER CORP: NFL Players Seeks Assumption or Rejection
-------------------------------------------------------
The National Football League Players Incorporated seeks a court
order compelling the immediate assumption or rejection of a
retail product license agreement.  A hearing will take place on
July 22, 1999 at 3:30 PM.


TALK AMERICA: Court Authorizes Employment of Professionals                   
----------------------------------------------------------
The Honorable James A. Goodman, US Bankruptcy Judge for the US
Bankruptcy court, District of Maine, entered an order authorizing
the debtor to hire Drew Swenson and the firm of Berry, Dunn,
McNeil & Parker to serve as accountants for the debtor.  If the
total fees for the accountants exceed $25,000, the debtor shall
apply to the court for authorization to continue to retain the
firm.

The court entered an order authorizing the employ of David J.
Perkins, Esq., and Perkins, Olson & Pratt, PA as local counsel
for the Unsecured Creditor's Committee.

The court entered an order authorizing the employ of the law firm
of Riemer & Braunstein LLP as counsel to the Official Unsecured
Creditors' Committee.  The debtor is authorized to remit a
$15,000 retainer in connection with services to be rendered in
this case.

The court entered an order authorizing the employment of special
counsel, Geoffery Levitt, Gary Hailey, and the firm of Venable,
Baetjer, Howard & Civiletti as special counsel in this case on
the terms set forth provided that in the event the total fees
exceed $25,000, the debtor shall apply to the court for leave to
continue to retain the special counsel and to expand the
permitted scope of such services.

The court entered an order approving the application of the
Official Unsecured Creditors' Committee seeking authority to
employ the law firm of Riemer & Braunstein LLP as its counsel.  
The debtor is authorized to remit a $15,000 retainer to the firm
in connection with services to be rendered in this case.


TALK AMERICA: Court Authorizes Employee Retention Plan
------------------------------------------------------
The US Bankruptcy Court for the District of Maine entered an
order granting the debtor's motion for authority to implement an
employee retention program.


                     **********

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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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