TCR_Public/990624.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
     
  Thursday, June 24, 1999, Vol. 3, No. 120                                              

                           
                    Headlines

AHERF: Creditors Seek Damages of More than $1 Billion
BN1 TELECOMMUNICATIONS: Order Confirms Plan
BOSTON CHICKEN: Seeks Approval Of Purchase Proposal Process
CARGO FURNITURE: Tandycrafts Reacquires Cargo After Default
CENTENNIAL COAL: Seeks Consulting Agreement With Sumner

CITYSCAPE: Amended Reorganization Plan Confirmed
COYOTE SPORTS: Merger Agreement with Royal Precision Terminates
ELDER BEERMAN: Despite Losses Company Seeks Acquisitions
FLORIDA COAST: Noteholders Object to Postpetition Financing
FORCENERGY: VECO Alaska's Notice of Lien

GANTOS: Rescheduling Of Notes Gives Temporary Respite
GB PROPERTY: Plan Filed Will Impact Stock & Mortgage Notes Held
HARNISCHFEGER: Committee Chosen
HARNISCHFEGER: Court Authorizes Wilmington Firm
IRIDIUM: Agreement To Purchase Claircom is Terminated

LAMONTS APPAREL: Company's Financials Show Slight Improvement
LANDMARK FORWARDING: Seeks Reinstatement of Case
LATTICE SEMICONDUCTOR: MFSC Ceases To Hold 5% Of Company's Stock
LIVENT (US) INC: Deadline For Filing Proofs of Claim
NU-KOTE: KPMG LLP Authorized As Accountants for Debtors

PAGE AMERICA: Case Summary & 20 Largest Unsecured Creditors
PITTSBURGH PENGUINS: Fox Sports Net Pittsburgh Joins Lemieux
PLUMA INC: Seeks To Employ Brokers
QUALITECH STEEL: Response to Enron Trade Resources Corp.
RENAISSANCE COSMETICS: Committee Taps Kronish Lieb Weiner

RYMER FOODS: Company Doubts It Can Surmount Continuing Losses
SGSM ACQUISITION: Seeks Approval of Asset Purchase Agreement
SGSM ACQUISITION: Seeks Approval Of Purchase Agreement
TALK AMERICA: Final Order Approving Postpetition Financing
TELEPAD CORP: Share Purchase Agreement

WESTERN FIDELITY: Extension of Time to File Plan
WIRELESS ONE: Debtor responds to Committee's Objection
WORLDWIDE DIRECT: Committee Objects To Appointment of Trustee

                    **********

AHERF: Creditors Seek Damages of More than $1 Billion
-----------------------------------------------------
Creditors of Allegheny Health Education and Research Foundation
(AHERF) yesterday said they will seek damages exceeding $1
billion from AHERF and at least 10 of the officers and
directors who headed it up prior to the bankruptcy filing, The
Pittsburgh Post-Gazette reported. The lawsuit filed yesterday in
Bankruptcy Judge M. Bruce McCullough's court also included a
request that the court relieve the creditors from a stay against
such actions. Among the allegations in the suit are that AHERF
officers and directors breached their fiduciary duties
with "gross negligence, recklessness and even knowing
misconduct." The suit also said that managers "took their
charitable institutions on an uncontrolled journey of
irresponsible acquisitions, financial manipulation, bureaucratic
excess, lavish spending, grossly inappropriate use of funds and
self-aggrandizement." The creditors also accuse the top officers
of conflict of interest following the bankruptcy filing last
July. According to the creditors, they will get less
money to repay about $1.5 billion in debt because the top
officials tried to insulate Allegheny General Hospital and three
other AHERF hospitals from the bankruptcy while shedding
Philadelphia area holdings. The focus thus far in the bankruptcy
proceedings has been selling AHERF's assets to raise money to
repay creditors. (ABI 23-June-99)


BN1 TELECOMMUNICATIONS: Order Confirms Plan
-------------------------------------------
On June 18, 1999, the US Bankruptcy Court for the Northern
District of Ohio entered an order confirming the plan of
reorganization of BN1 Telecommunications Inc.


BOSTON CHICKEN: Seeks Approval Of Purchase Proposal Process
-----------------------------------------------------------
Boston Chicken, Inc. (OTC Bulletin Board: BOSTQ) has filed a
motion asking the U.S. Bankruptcy Court, District of Arizona, to
approve procedures for submission to the company of binding
purchase proposals from potential buyers. The motion, filed June
21, proposes dates for bid submission and negotiation, and
selection of a purchaser for Boston Chicken. The company filed
its voluntary petition for Chapter 11 bankruptcy protection in
the same court on October 5, 1998.

"We have been working with our financial advisors to develop the
best way to successfully emerge from Chapter 11. As a result of
discussions with our advisors, senior lenders and potential
buyers, we decided it was time to institute a formal bid
procedure," said J. Michael Jenkins, chairman, president and
chief executive officer of Boston Chicken.

In addition to setting deadline dates for selecting a buyer and
filing a reorganization plan, the bid procedures include limited
expense recovery for unsuccessful bidders, and payment of a
"break-up fee" to the plan sponsor in the event an alternative
buyer is chosen.

The motion submitted to the Bankruptcy Court follows the Court's
approval of a license agreement between Boston Chicken and H.J.
Heinz Company (NYSE: HNZ). The agreement enables Heinz to
manufacture and sell packaged foods to the retail trade under the
Boston Market(R) trademark.

"The approval of the Heinz agreement and the motion to formalize
the bid procedure are very solid steps forward in our efforts to
reorganize the company under the protection of the bankruptcy
court," said Jenkins.

Boston Chicken, Inc. operates and franchises restaurants under
the Boston Market brand name that specialize in fresh, convenient
meals, featuring homestyle entrees, fresh vegetables, sandwiches,
salads and side dishes. There are 865 Boston Market restaurants
in 33 states and the District of Columbia. Information on Boston
Chicken and Boston Market is available at www.boston-market.com.
    

CARGO FURNITURE: Tandycrafts Reacquires Cargo After Default
-----------------------------------------------------------
Tandycrafts Inc. announced that it reacquired Cargo Furniture &
Accents after Cargo defaulted on a $3.5 million loan.  
Tandycrafts, which makes home and office products, sold Cargo to
employees in 1997.  Cargo posted net sales of $17 million in 1998
and had sales growth near 25% in its Collection stores.  
Tandycrafts plans to convert the 800 square foot mall stores to
the Collection store format. (The Wall Street Journal 23-June-99)


CENTENNIAL COAL: Seeks Consulting Agreement With Sumner
-------------------------------------------------------
The debtors, Centennial Coal, Inc. et al., seek authorization and
approval of a consulting agreement among the debtors and Douglas
P. Sumner.  AS part of the plan to make changes to their
executive management, the debtors have entered into a consulting
agreement with Energy Ventures Analysis, Inc.  Pursuant to the
agreement, EVA will provide the debtors with a full range of
operational and managerial services and will assume the duties
performed by the debtors' current executive management team.  In
accordance with the agreement, two individuals associated with
EVA will assume senior executive management positions with the
debtors.  The current president and CEO, Douglas Sumner will
resign from the company but the debtors request that the court
authorize Sumner's continued involvement with the company in the
capacity of a consultant.  Sumner will be paid a monthly
consulting fee of $25,000 plus expenses.  He is entitled to a
stay bonus of $50,000


CITYSCAPE: Amended Reorganization Plan Confirmed
------------------------------------------------
The U.S. Bankruptcy Court in White Plains, N.Y., confirmed
Cityscape Financial Corp.'s first amended reorganization plan on
June 10 after a hearing the previous day. "All objections and
responses to, and statements and comments regarding, the Plan, to
the extent they have not been withdrawn prior to the entry of
this Confirmation Order or are cured by the relief granted
herein, are hereby expressly overruled and deemed withdrawn with
prejudice," the court ruled in an order entered June 16. The
consumer finance company filed an amended plan on March 26 that
slashed the treatment afforded to the holders of senior note
claims, general unsecured claims and subordinated debenture
claims after failing to line up exit financing. However,
Cityscape filed further amendments to the plan on April 27 after
making revisions "in light of the fact that they have completed
the preparation of their 1998 year-end financial information and
are in the process of completing the preparation of their
financial information for the first quarter of 1999." The
modifications resulted in increased recoveries for the three
classes. (The Daily Bankruptcy Review and ABI - June 23, 1999)


COYOTE SPORTS: Merger Agreement with Royal Precision Terminates
---------------------------------------------------------------
Coyote Sports Inc. (Nasdaq:COYT), and Royal Precision Inc.
announced Tuesday that the merger agreement between the
two companies has been terminated at the request of Royal
Precision Inc. due to a material change in the business of Coyote
Sports Inc. resulting in an inability to obtain suitable
replacement long-term debt financing.

Termination of the merger agreement and the failure to obtain
replacement long-term financing will most likely have a material
adverse effect on Coyote's business, operating results and
financial condition. The company, which is not current with
certain vendors, is undertaking a thorough review of its
financial situation to develop a plan to restructure the company
and its financial obligations.

Certain substantial debt obligations of the company contain a
demand feature. The company is in direct communication with its
lenders and hopes to be able to obtain satisfactory
accommodations to restructure its obligations. If the company is
not able to obtain satisfactory accommodations from its lenders
or obtain other financing, it may be forced to seek relief under
the United States Bankruptcy Code.

In addition, the company anticipates that its common stock is
likely to be delisted from the Nasdaq SmallCap Market.

Coyote Sports Inc. is a diversified sports manufacturing company
that specializes in golf (Apollo and Unifiber golf shafts),
cycling (Reynolds premium cycle tubing), and the manufacture of
advanced composite materials used for sporting goods products.


ELDER BEERMAN: Despite Losses Company Seeks Acquisitions
--------------------------------------------------------
Elder Beerman Stores Corporation reports $157.2 million in
revenue in the quarter ending May 1, 1999.  Net loss for the
period was $188,000.  In the same quarter in 1998 revenue was
$133.2 million with net loss of $436,000.

In mid-year 1998, the company acquired Stone & Thomas for a
purchase price of approximately $20.2 million in cash, subject to
post-closing adjustments.  Stone & Thomas operated 20 department
stores located in West Virginia, Ohio, Kentucky, and Virginia
under the name Stone & Thomas. As part of the company's
acquisition of Stone & Thomas, a plan to exit certain activities
resulted in the recording of liabilities for store closings,
employee severance, lease buyouts, and other expenses. The
company recorded an accrual of $6.8 million at the date of
acquisition. The company has paid $3.9 million subsequent to the
date of acquisition for these costs and the total amount accrued
is expected to be paid by the end of the first half of 1999.

Elder Beerman Stores indicates that it may, from time to time,
consider acquisitions of department store assets and companies.
Acquisition transactions, if any, are expected to be financed
through a combination of cash on hand from operations, available
borrowings under its credit facilities and the occasional
possible issuance of long-term debt or other securities. Also,
depending upon the conditions in the capital markets and other
factors, the company says it will, from time to time, also
consider the issuance of debt or other securities, or other
possible capital market transactions, to refinance current
indebtedness or for other corporate purposes.


FLORIDA COAST: Noteholders Object to Postpetition Financing
-----------------------------------------------------------
The Ad Hoc Committee of Noteholders of Florida Coast Paper
Holding Company, LLC, et al. object to the debtors' motion for
approval of a $500,000 DIP facility proposed by Stone Container
Corporation.

The Noteholders state that the motion should be denied because
the facility is not sufficient to adequately preserve the
debtor's paper pulp mill located in Port St. Joe, Florida, or to
afford adequate protection to the Noteholders' interest in their
collateral.  The Noteholders say that the proceeds of the Stone
DIP will be exhausted in fifteen days.

The Noteholders propose a different credit facility with an
initial credit facility of $2 million.  The Noteholders' DIP is
conditioned "only" upon the debtors' consent to termination of
the exclusive periods.

The mill has been closed since August, 1998 and the Noteholders
claim that capital expenditures of between $30 and $40 million
are required.  In addition, a substantial workforce training
program will be required.


FORCENERGY: VECO Alaska's Notice of Lien
----------------------------------------
VECO Alaska, Inc. formerly VECO Construction, Inc. asserts an
improvement lien on personal property against the Module,
Forcenergy's Redoubt shoal exploratory drilling structures'
living quarters for an unpaid balance of at least $1,542,229.


GANTOS: Rescheduling Of Notes Gives Temporary Respite
-----------------------------------------------------
As of May 1, 1999, Gantos Inc., a retailer of women's clothing,
had $30.4 million in borrowings and $0.6 million in letters of
credit outstanding under its loan and security agreements with
Foothill Capital Corporation and Paragon Capital LLC, and
approximately $3.0 million was available for borrowing under the
Foothill/Paragon Facility.

As of April 30, 1999 holders of approximately 96% in principal
amount of the company's 12.75% notes issued under the Indenture,
dated as of April 1, 1995, as amended, agreed to reschedule their
portion of the principal payments on the notes underlying the
Indenture. For holders of the remaining 4% in principal amount of
notes, the payment schedule remains unaffected. The company and
the Trustee under the Indenture are in the process of documenting
an amendment to the indenture to reflect the new payment
schedule.  In exchange for such amendment to the payment
schedule, the company issued the affected holders five-year
warrants to purchase 475,000 of the company's common shares at an
exercise price of $0.01 per share. The company has agreed to
issue shares without transfer restrictions upon exercise of the
warrants or to file a registration statement to register the
resale of the common shares issuable upon exercise of those
warrants. All stock warrants issued under this arrangement will
be immediately vested and have a term of five years. The fair
value of stock warrants issued, approximately $400,000, will be
capitalized and will be charged to interest expense over the
remaining term of the notes using the interest method.

If the company's availability under the Foothill/Paragon
Facility, trade credit or sales are lower than expected, or if
the company's borrowing requirements or liquidity needs are
higher than expected, the company could have insufficient
liquidity to continue its current operation, its business,
operations, liquidity, financial condition and results of
operations could be materially adversely affected, and the
company could be required to substantially reduce or discontinue
its operations. In addition, there can be no assurance that the
company will be able to meet the financial covenants under its
borrowing arrangements for the next 12 months unless sales and
trade credit substantially improve.

Net sales for the thirteen weeks ended May 1, 1999 were
approximately $40.8 million, an increase of approximately $1.7
million, or 4.4%, compared to net sales of approximately $39.1
million in the same period of the prior fiscal year.  Losses,
however, were registered at $142,000 for the 1999 period, and
$745,000 in the 1998 period.


GB PROPERTY: Plan Filed Will Impact Stock & Mortgage Notes Held
---------------------------------------------------------------
On June 1, 1999, GB Property Funding Corp., GB Holdings, Inc.,
and Greate Bay Hotel & Casino, Inc., filed with the United States
Bankruptcy Court for the District of New Jersey a plan of
reorganization and disclosure statement.  The plan calls for,
among other things, the distribution to holders of first mortgage
notes for the benefit of GBHC issued by GB Property Funding of
$80 million, principal amount of new first mortgage notes and
100% of the new common stock of Holdings. The plan also provides
that all of the outstanding common stock of Holdings, GB Property
Funding and GBHC will be cancelled and that new common stock of
GB Property Funding and GBHC will be issued to Holdings.

There can be no assurance that the plan will be confirmed in its
present form or that the transactions contemplated will actually
be consummated.


HARNISCHFEGER: Committee Chosen
-------------------------------
Following a recess and private questioning with a handful of the
candidates about their participation in the DIP Financing
Facility and other parochial interests, Jack D. McLaughlin on
behalf of the United States Trustee for Region III, announced
that a single committee of creditors, with 9 members, will be
appointed in the Debtors' chapter 11 cases.  That committee will
be comprised of the following creditors:

          * Conseco Capital Management, Inc.
          * First National Bank of Chicago
          * Georgia Pacific Corp.
          * HSBC Bank USA, as Indenture Trustee
          * IntelliGroup, Inc.
          * National Westminster Bank PLC
          * PNC Bank, N.A.
          * Rockwell International
          * United Steelworkers of America
(Harnischfeger Bankruptcy News Issue 3; Bankruptcy Creditors'
Service Inc.)


HARNISCHFEGER: Court Authorizes Wilmington Firm
-----------------------------------------------
The Debtors have sought and obtained the Court's authority to
employ the Wilmington-based law firm of Young, Conaway, Stargatt
& Taylor as local bankruptcy counsel. YCS&T proposes to charge
the Debtors' estates $95 to $335 per hour for work performed by
its attorneys and paraprofessionals.

Specifically, YCS&T will:

     1. provide legal advice with respect to its powers and
        duties as debtor in possession in the continued
        operation of its business and management of its
        properties

     2. to prepare and pursue confirmation of a plan and approval
        of a disclosure statement

     3. to prepare on behalf of the Debtors any necessary
        applications, motions, answers, orders, reports, and
        other legal papers

     4. to appear in Court and to protect the interests of
        the Debtors before the Court

     5. to perform all other legal services for the Debtors
        which may be necessary and proper in the proceeding


YCS&T discloses that it received a retainer in connection with
the bankruptcy planning, the preparation of initial documents,
and the firm's proposed post-petition representation of the
Debtors.  A part of the payment has been applied to pre-petition
balances and any remainder will constitute a general
retainer as security for post-petition services and expenses.
(Harnischfeger Bankruptcy News Issue 3; Bankruptcy Creditors'
Service Inc.)


IRIDIUM: Agreement To Purchase Claircom is Terminated
-----------------------------------------------------
The Wall street Journal reports on June 23, 1999 that Iridium LLC
said it has terminated a contract to purchase Claircom
Communications Group, Inc., a provider of in-flight telephone
services.  Iridium said it was canceling the acquisition because
it would not be consistent with current commercial priorities.


LAMONTS APPAREL: Company's Financials Show Slight Improvement
-------------------------------------------------------------
Lamonts Apparel, Inc., which operates 38 family apparel stores in
five northwestern states, announced financial results for the
first quarter ended May 1, 1999. Sales increased 4.5 percent over
the first quarter last year on a comparable-store basis.
Management attributed the gain in revenues to strong sales in the
company's Alaska market and higher average inventory levels
maintained across the chain.

For the quarter ended May 1, 1999, Lamonts reported a net loss of
$4.2 million on sales of $41.2 million compared with a net loss
of $5.0 million on sales of $39.5 million for the same period
last year.

In other financial indicators for the first quarter ended May 1,
1999, Lamonts reported gross profit as a percent of sales of 34.3
percent compared with 30.1 percent for the first quarter last
year. Operating and administrative expenses totaled 35.7 percent
of sales for the quarter compared with 37.0 percent of sales last
year. For the first quarter ended May 1, 1999, the company
reported negative earnings before interest, taxes, depreciation
and other non-cash adjustments of $0.6 million compared with
negative $0.4 million for the first quarter
last year.

Lamonts Apparel, Inc. operates 38 family apparel stores in
Alaska, Idaho, Oregon, Utah, and Washington. The company is well-
known in the Northwest as a retailer of such brand name apparel
as Alfred Dunner, Byer of California, Bugle Boy, Lee, Levi, Liz
Claiborne, Nike, Ocean Pacific, OshKosh, Rafaella, Sag Harbor,
and Woolrich. Lamonts is headquartered in Kirkland, Wash. in the
greater Seattle area and employs approximately 1,500 people.


LANDMARK FORWARDING: Seeks Reinstatement of Case
------------------------------------------------
The debtor, Landmark Forwarding, Companies, Inc. requests that
the court re-instate its Chapter 11 bankruptcy case.  The case
was dismissed for failure to file a Disclosure statement and
plan.  The debtor filed its disclosure statement and plan on June
18, 1999.  The plan provides for the payment in full of all
creditors.


LATTICE SEMICONDUCTOR: MFSC Ceases To Hold 5% Of Company's Stock
-----------------------------------------------------------------
Lattice Semiconductor Corporation has filed a report with the SEC
signifying that Massachusetts Financial Services Company, with
1,077,223 shares of Lattice Semiconductor common stock, has
ceased to a beneficial owner of 5% or more of the company's
common stock.  The shares currently owned by Massachusetts
Financial Services Company represent 4.6% of the outstanding
shares of common stock of Lattice Semiconductor Corporation.


LIVENT (US) INC: Deadline For Filing Proofs of Claim
----------------------------------------------------
A notice was published in the Wall Street Journal on June 23,
1999 providing that all creditors of the debtors are required to
file on or before 5:00 PM New York time on July 21, 1999, a
completed proof of claim form against any of the debtors.


NU-KOTE: KPMG LLP Authorized As Accountants for Debtors
-------------------------------------------------------
The US Bankruptcy Court for the Middle District of Tennessee,
Nashville Division entered an order authorizing the debtors to
hire KPMG LLP as accountants for the debtors.


PAGE AMERICA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor:  Page America Group, Inc.
         C/o Barison Partners LLC
         One International Place
         Boston, Massachusetts 02110

The debtor owns all of the issued and outstanding stock of:
Page America of New York, Inc.
Page America of Pennsylvania, Inc.
Adirondack Radio Telephone Co., Inc.

Type of business: Provided Paging, messaging & information
products and services

Court: Southern District of New York

Case No.: 99-10281   Filed: 06/16/99    Chapter: 11

Debtor's Counsel:  
Robin E. Keller
Stroock & Stoock & Lavan LLP
180 Maiden Lane
New York, NY 10038

Total Assets (Book Value): $12,442,452
Total Liabilities:         $24,582,978
                                                   No. of
                                         Amount    Holders
                                         ------    -------
Fixed, liquidated secured debt           $24,273,136     4     
Contingent secured debt                     $309,842     1     
Disputed unsecured claims                        $0      2
Unliquidated unsecured debt                      $0      2

No. of shares of preferred stock       286,361          58
No. of shares of common stock       16,024,585        2057

20 Largest Unsecured Creditors:

   Name                              Nature               Amount
   ----                              ------              ------
Sandler Mezzanine Partners, LP   15% Subordinated Note  5,612,696

Sandler Mezzanine T-E Partners   15% Subordinated Note  2,516,937

Sandler Mezzanine Foreign
Partners                         15% Subordinated Note  1,206,188

Bowman & Co.                     15% Subordinated note 14,937,315

NYC Commission on Human Rights    Discrimination Lawsuit  unknown

NYS Dept. of Taxation & Finance   NY State Utility Taxes  unknown

American Stock Transfer & Trust  Indenture Trustee
                                 and stock transfer fees  unknown


PITTSBURGH PENGUINS: Fox Sports Net Pittsburgh Joins Lemieux
--------------------------------------------------------------
Fox Sports Net Pittsburgh has made a deal with Mario Lemieux and
his group of investors seeking to rescue the Pittsburgh Penguins
from bankruptcy, The Pittsburgh Post-Gazette reported. Fox and
SMG, the company that controls the Civic Arena, withdrew their
own reorganization plan yesterday after Fox and Lemieux reached a
deal. So tomorrow's bankruptcy hearing will address the two
remaining plans: one by Lemieux and one by the National Hockey
League (NHL). A bankruptcy attorney for Lemieux said, "It's not
over yet," pointing out that Lemieux's group has not reached an
agreement with SMG. One of the question marks in the bankruptcy
case is an agreement with three insurance companies, which are
owed $21 million by the team. Principal Life Insurance Co.,
Allstate Life Insurance Co. and TMG Life Insurance Co.
voted against Lemieux's plan, but added an amendment to their
ballot that if a deal could be reached by tomorrow that would
change their votes. (ABI 23-June-99)


PLUMA INC: Seeks To Employ Brokers
----------------------------------
The debtor, Pluma Inc. seeks court approval to employ Rives
Brown, Inc. and Virginia Properties Inc. to list for sale 11.35
acres of real estate and buildings located in Henry County
Virginia known as Beaver Creek. This property has been utilized
by the debtor as corporate headquarters for its sales and
management offices.  

The Listing Agreement provides an expiration date of October 25,
1999 and a listing price of $980,000, with a commission rate of
8% on listing price.


QUALITECH STEEL: Response to Enron Trade Resources Corp.
--------------------------------------------------------
The debtors, Qualitech Steel Corporation, and Qualitech Steel
Holdings Corp. respond to the objection of Entron Trade Resources
Corporation to the stipulated order reducing the exclusivity
period.  Enron states that the stipulation should be stricken
because it was issued without notice to parties in interest.  
Enron also states that the order should be vacated because it
disrupts the process of the order of the court approving auction
procedures and "is inherently unfair to parties in interest such
as Enron, who are barred from filing a plan of their own."

The debtors state that Enron, as a bidder, was excluded from the
designated group which could modify the bidding procedures "at
any time."  This exclusion was not objected to by Enron.  The
debtor states that it is entirely appropriate to exclude Enron,
as a bidder, from the same designated group to whom exclusivity
has been terminated so as to permit the filing of a plan.  Enron
has, according to the debtor, "fortunately elected to join the
class of entities who seek to purchase the assets, while the
parties to the stipulation continue to consider the alternative
of a confirmable plan as a method of maximizing value to the
estates' creditors, an overriding obligation of the debtors and
Committee."

Further, the debtor says that Enron is fully aware that the
senior secured lenders have preserved their right to credit bid
their senior lien position - clearing the field of all bidders.  
The debtor says that Enron has no expectations with regard to the
process or outcome that requires the court to vacate the
Stipulated Order.  


RENAISSANCE COSMETICS: Committee Taps Kronish Lieb Weiner
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Renaissance
Cosmetics, Inc. et al. submits an application seeking approval to
hire the firm of Kronish Lieb Weiner & Hellman LLP as its lead
counsel.  By separate application the Committee intends to apply
for authority to retain Saul, Ewing, Remick & Saul as local
counsel.


RYMER FOODS: Company Doubts It Can Surmount Continuing Losses
--------------------------------------------------------------
In the second quarter of 1999, Rymer Foods Inc. reported an
increase in net sales  from  continuing operations  as  compared
to  the  second quarter of 1998 of 47.9%, principally due, the
company said, to expansion of its customer base and the
acquisition of a complementary line  of business.  In  fiscal
1998,  the company  reported a  net loss  from continuing  
operations  of  $2.0   million,  the  sixth loss from continuing
operations in the last seven years, an improvement of $2.9
million from fiscal 1997.  Historical operating losses raise
substantial doubt about the company's ability to continue as a
going concern.

Revenues in the second quarter of 1999, ended May 1st, were
$11,134,000 with net income of $137,000.  In the same period of
1998 revenues were $7,530,000 and net income reached $549,000.

SGSM ACQUISITION: Seeks Approval of Asset Purchase Agreement
------------------------------------------------------------
SGSM Acquisition Company, LLC, debtor, seeks court approval of an
asset purchase agreement with Albertsons, Inc. for the debtor's
leasehold interest in Store No. 2 located in Metairie, LA, Store
No. 9 located in Chalmette, LA, Store No. 17 in Marrero, LA and
the sale of the debtor's inventory.  The purchaser agrees to pay
$1.85 million purchase price plus the value of the inventory at
cost.  Overbids will be considered if they provide for at least
$1,998,000 cash consideration.  A break up fee of $55,500 is
proposed for the purchaser in the event the debtor sells and
assigns the property to another bidder.


SGSM ACQUISITION: Seeks Approval Of Purchase Agreement
------------------------------------------------------
SGSM Acquisition Company LLC seeks an order approving the
agreement for purchase and sale of a leasehold interest with
Frank's Super Valu #3, purchaser for the debtor's leasehold
interest in Store No. 44 located in LaPlace, LA.  Under the
agreement the debtor will receive $92,019 purchase price.

TALK AMERICA: Final Order Approving Postpetition Financing
----------------------------------------------------------
The US Bankruptcy Court for the District of Maine entered an
order granting authority for the debtor, Talk America Inc. to
enter into post petition financing.  The debtor is immediately
authorized to borrow up to but not exceeding $750,000 and the
debtor is authorized to use the loan proceeds under the loan
document.


TELEPAD CORP: Share Purchase Agreement
--------------------------------------
L&E and Telepad entered into a Share Purchase Agreement in May,
1998.  Telepad did not pay the amount due and owing on the note,
despite repeated requests.  The deficit now stands at
approximately $667,000. L&E requests that the court hear its
motion to compel Telepad to assume or reject the Share Purchase
agreement at the same time as the hearing of an adversary
proceeding against Telepad seeking a declaratory judgment that
L&E had terminated the Share Purchase Agreement and that
Christine LeMaire and Dean N. Eisenberger  are the lawful and
proper owners of all the shares of L&E.  Telepad has stated that
L&E is the debtor's principal asset generating the bulk of the
debtor's sales and all of its profit.  Pursuant to the Share
Purchase Agreement Telepad was obligated to offer to L&E a
capital investment of $330,000.  Since this has not been done,
and the debtor has not made any offer to pay the amount due under
the note, L&E believes that Telepad will not honor any remaining
obligations under the Share Purchase agreement.  L&E states that
its value as a going concern diminishes each day.  L&E believes
that unless the Share Purchase Agreement is either assumed or
rejected, L&E will lose its current customers.

By letter to the court, the debtor strenuously objects to a
hearing on the Share Purchase Agreement the same day as the
adversary proceeding.  The debtors claim that resolution of the
adversary proceeding may make the second hearing moot, and that
they do not have the time to prepare for both for a hearing on
June 29.


WESTERN FIDELITY: Extension of Time to File Plan
------------------------------------------------
The US Bankruptcy Court for the district of Colorado entered an
order extending the time for filing a fifth amended plan of
reorganization and a fifth amended Disclosure Statement to July
9, 1999, and the hearing scheduled for June 21, 1999 for
confirmation of the fourth amended plan is stricken.


WIRELESS ONE: Debtor responds to Committee's Objection
------------------------------------------------------
The debtor, Wireless One, Inc. responds to an objection of the
unofficial committee of noteholders to an order authorizing the
debtor to enter into a commitment letter with Cerberus Capital
Management LP and to incur a commitment fee and setting a
schedule for consideration and approval of a new DIP financing
with Cerberus.  The debtor believes that the facility offered by
Cerberus is more advantageous than both its current DIP facility
and any other DIP facility previously discussed with the debtor.  
The debtor requests approval and authorization of its entry into
a commitment letter describing the terms of the New DIP Facility
proposed by Cerberus and the payment of associated fees, and the
debtor requests an order setting a schedule for consideration of
the New DIP facility.  The modified Cerberus Commitment Letter
commits Cerberus to provide the New DIP facility in the amount of
approximately $36 million subject to certain conditions.  The New
DIP Facility will serve as exit financing which is an integral
part of the debtor's efforts to confirm and consummate a plan of
reorganization.  


WORLDWIDE DIRECT: Committee Objects To Appointment of Trustee
--------------------------------------------------------------
The official Committee of Unsecured Creditors of Worldwide Direct
Inc. et al. files a response and objection to the motion of
Smartalk Action Group for appointment of a Trustee.

The committee opposes the motion on the grounds that SAG's motion
is both premature and the relief sought is not currently in the
bet interest of the estates or its creditors.  The appointment of
a Trustee at this time would add another layer of costs and
impede the Committee's efforts to move forward with a plan.


                    **********
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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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