TCR_Public/990625.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
     
  Friday, June 25, 1999, Vol. 3, No. 121                                              

                           
                    Headlines

BARNEYS: Net Loss Lessens Despite Lower Sales
BOSTON CHICKEN: Auditors May Be Unable To Issue Opinion
BOSTON CHICKEN: Seventh Motion To Sell Property
BRANSON SIGNATURE RESORTS: SEC Objects To Confirmation of Plan
BRAUNS FASHIONS: Annual Meeting; Consider Increasing Stock Issue

BRAZOS SPORTSWEAR: Order Approves Asset Purchase Agreement
BRUNO'S: Judge Finds Appointment of Examiner Mandatory
BRUNO'S: Tentative OK To Disclosure Statement
BRUSH CREEK MINING: Losses Continue, Company Merges/Changes Name
CAJUN ELECTRIC: SWEPCO, Committee, WST Increase Price

COMMMERCIAL FINANCIAL SERVICES: Closing Permanently
DISCOVERY ZONE: Seeks Extension of Time To Assume/Reject Leases
ELECTRO-CATHETER: Order Extends Use of Cash Collateral
FULCRUM DIRECT: Order Authorizing Extension of DIP
HARVEY ELECTRONICS: Opening NY Locations; Promises Expanded Sales

LONG JOHN SILVER'S: Objects To Duplicative Advertising Claims
NATIONSWAY TRANSPORT: Committee Objects To Accountants
NATIONSWAY TRANSPORT: Committee Objects To Use of Cash Collateral
PAGE AMERICA: Announces Filing of Prepackaged Chapter 11
PENNCORP FINANCIAL: Sells Internet Service Provider Subsidiary

PENN TRAFFIC: New Credit Facility Pending; Plan Approved
PHOENIXSTAR: Former Primestar LP Sells Satellites To Hughes
RDM SPORTS: Metromedia Int'l. Objects To Disclosure Statement
SGSM ACQUISITION: Seeks Time To Assume/Reject Leases
SOUTHERN PACIFIC: BNY Objects To Claim Classification

STARTER CORP: Amended Motion Regarding GOB Sales
TALK AMERICA: Seeks To Extend Time To Assume/Reject Leases
THE COSMETIC CENTER: Certification of No Objection
TOWN & COUNTRY: Notice of Public Sale
UNITED COMPANIES FINANCIAL: Lower Rated Tranches Downgraded
WIRELESS ONE: More Favorable Terms Of $36M Financing Commitment

BOND PRICING FOR WEEK OF JUNE 21, 1999

                    **********

BARNEYS: Net Loss Lessens Despite Lower Sales
---------------------------------------------
Emerging from bankruptcy and adopting "Fresh Start" accounting
procedures Barneys reports net sales for the three months ended
May 1, 1999 at $85.8 million compared to $87.3 million a year
ago, a decrease of 1.7%.  The company's net loss for the first
quarter of 1999 was $3.8 million compared to a net loss of $4.8
million for the first quarter of 1998.

At May 1, 1999, Barneys had approximately $24.1 million of
availability under its revolving credit facility, after
considering $71.0 million of revolving loans and $11.1 million of
letters of credit outstanding.


BOSTON CHICKEN: Auditors May Be Unable To Issue Opinion
-------------------------------------------------------
The Debtors previously reported, in March of this year, that its
quarterly financial statements for first quarter 1999 would be
delayed. The company now indicates that the delay is due to the
company's independent auditors, PricewaterhouseCoopers, LLP
indicating that, absent sufficient competent evidential matter to
support both the appropriateness of certain accounting methods
and principles and the reasonableness of certain assumptions used
by prior management in reporting certain estimates, PWC would
likely be unable to issue an opinion on the company's fiscal 1998
financial statements. At that time Boston Chicken expected that
its 1997 year-end financial statements and possibly certain other
prior period financial statements would be re-audited and
restated. However, PWC has advised the company it will not issue
an opinion on the company's 1997 or other prior period financial
statements. In addition, PWC has advised the company that because
it will not opine on the 1997 year-end balance sheet, it also
will not opine on the company's 1998 cash flow or income
statements, and is still in the process of auditing the company's
fiscal 1998 year-end balance sheet. The management of Boston
Chicken believes it could be materially misleading to issue
quarterly financial information prior to the completion of the
1998 year-end balance sheet audit and, therefore, does not expect
to file its quarterly report on a timely basis.

The company expects its first quarter 1999 operating results to
reflect a net loss, which will include charges for Boston Market
store impairments. In addition, the results of operations for the
first quarter of 1999 will not be comparable to the respective
quarter in 1998 due to the change in focus of the Boston Market
restaurant system from a franchise system to a predominantly
company-controlled system. (Boston Chicken News Issue 13;
Bankruptcy Creditors' Service)


BOSTON CHICKEN: Seventh Motion To Sell Property
-----------------------------------------------
The Debtors seek an order authorizing them to sell property
outside the ordinary course of business free and clear of liens.
The Debtors have negotiated purchase and sales for two store
locations and the sale of any remaining fixtures and equipment in
such respective store locations.  The Boston Chicken stores in
these two locations have closed.  

The Debtors have, for the past several months, marketed these two
properties.  The offers received for the each prospective
property is the best price obtainable for each location, say the
Debtors.  Although definitive agreements have not been executed
between the respective parties, the Debtors tell Judge Case that
"it is anticipated that final agreements will be signed before
the date of the hearing on this motion."  

The purchase and sale agreements will each include a due
diligence contingency and will also be contingent on the
respective purchaser's ability to obtain necessary operating
certificates and permits. It is not anticipated that either
contingency will result in a termination of the respective
purchase agreements.

The Debtors say they are seeking approval of the respective sales
at this time "because further delay would undoubtedly result in a
reduction of the sale price in that further deterioration of the
properties could occur."

In order to obtain the best price obtainable, the in connection
with the hearing on this Motion, request that the following bid
procedures be applied:

a. each bidding party will agree to be bound by the standard
contract terms promulgated by the Debtors

b. bids will be made in a minimum incremental amount of $10,000

c. the successful bidder will be allowed a thirty (30) day due
diligence period with closing to take place within thirty (30)
days of the completion of due diligence;

d. an earnest money deposit of the greater of five per cent (5%)
of the purchase price or $10,000 will be due upon signing of the
documents

e. upon completion of the due diligence period, the earnest money
becomes non-refundable

f. a purchase price value of $10,000 will be attributable to a
bidding party's offer to make the earnest money non-refundable at
the time of the execution of the relevant documents

g. in the event a bidding party makes an offer contemplated above
then the next subsequent bidder may elect one of the following
options:

(i) the bid may be made on the same terms and conditions
as to the earnest money deposit, and shall be in the incremental
amount referenced in b. above; or

(ii) the bid will be on the terms of d. and e. above as to the
earnest money deposit, but such bid must be in an incremental
amount of $20,000;

h. if a subsequent bidder elects option g(ii), all bids
thereafter will be in $10,000 incremental amounts. If a bidder
submitted a bid electing subsection f, and if the next subsequent
bidder elects option g.(ii), a bidder electing subsection f. may
choose to withdraw the bid made pursuant to f. above and make a
subsequent bid under the terms of d. and e. above with such bid
being in the $10,000 incremental amount above the bidder electing
option g(ii). If, thereafter, a bidder thereafter elects to make
a bid under f., the terms of g. and h. will become operative.

These two store locations, and any remaining fixtures, are
subject to the secured claims of the DIP lenders, the 1995
Lenders and the 1996 Lenders. The Debtors seek authority to sell
the real property and any remaining fixtures free and clear of
liens.  Any secured creditor's valid and perfected lien on the
store equipment will attach to the proceeds of sale. Such secured
lenders can be required to take a money satisfaction for their
interests in the referenced real property.

The following two store locations

Store                                                     
Purchase
Number           Location           Purchaser         Price
------           --------           ---------        -------

532             3029 N. 90th St.   Greg Cutchall   $325,000
                      Omaha, NE

713             1650 NE 8th St.    KWK Foods     $1,000,000
                      Gresham, OR

In connection with the request to sell the Omaha property to
Cutchall, the Debtors request that Judge Case enter an order
authorizing them to terminate and reject any executory
obligations that may exist with respect to an Easement Agreement
associated with the Omaha store.

The Debtors, in connection with the ownership of the Omaha
location, obtained certain access and parking rights on adjacent
property under an agreement with Brook Park.  Under the
Agreement, the Debtors pay rent in the amount of $1,000 per month
for the access and parking rights and to indemnify Brook Park
against any liability arising from the Debtors.

Mr. Cutchall, if successful in his purchase of the Omaha store,
does not wish to be bound by the Agreement and the Debtors do not
wish to have any remaining obligations under the Agreement. Thus,
the Debtors ask that the sale of their Omaha store be deemed to
be free and clear of any
obligations.

The Debtors tell Judge Case that "notwithstanding the fact that
the Agreement is denominated an Easement Agreement, it does not
appear to be a true easement that runs with the land, because
paragraph 7 of the Agreement prohibits any assignment without the
other parties' consent. Consequently the Agreement is more in the
nature of a lease or an executory contract rather than a true
easement."  Regardless, say the Debtors, "the Agreement does not
provide Brook Park with any interest real property or any
property rights in the Debtors' property."

In light of this, the Debtors believe that they could be
authorized to reject the Agreement pursuant to section 365, as a
lease or an executory contract.  Thus, the Agreement would be
burdensome and of no value to the estate, so it would be in the
best interests of the Debtors, the estate, and the creditors in
this case that any remaining obligations under the Agreement be
rejected.(Boston Chicken News Issue 13; Bankruptcy Creditors'
Service)


BRANSON SIGNATURE RESORTS: SEC Objects To Confirmation of Plan
--------------------------------------------------------------
The United states Securities and Exchange Commission objects to
the confirmation of the debtors' first amended joint plan of
reorganization to the extent that the debtors rely on the
Bankruptcy Code to exempt certain securities issued pursuant to
the plan from the securities registration provisions of the
federal securities law.  

The Commission objects to the confirmation of the plan to the
extent that the debtors rely on Sections 364 and 1145 of the code
to exempt solicitation of the loans and the issuance of the AGT
stock from the securities registration provisions of Section 5 of
the Securities Act.  

The solicitation of the loans by the debtor appears to be an
offer and sale of debt securities, which must be registered under
the federal securities laws or exempt from registration.  
Althought the debtors do not refer to section 364 in connection
with the solicitation of the loans, it appears to the SEC that
they intend to rely on Section 364(b) to allow the loans to be
classified as administrative claims and on Section 364(f) to
exempt the loans from the registration provisions of the federal
securities laws.  Furthermore, the debtors have indicated that
they intend to rely on Section 1145 to exempt the shares of AGT
stock exchanged for the administrative claims purportedly arising
from the loans from the registration requirements.

The Commission believes that the solicitation of loans and the
issuance of AGT stock are not exempt from registration pursuant
to sections 364 and 1145.


BRAUNS FASHIONS: Annual Meeting; Consider Increasing Stock Issue
-----------------------------------------------------------------
The annual meeting of shareholders of Braun's Fashions
Corporation will be held at 2800 LaSalle Plaza, 800 LaSalle
Avenue, Minneapolis, Minnesota on Wednesday, July 28, 1999 at
3:00 p.m. Central time.  The meeting agenda will include:  
Election of two Class 2 directors to serve on the Board of
Directors for a term of three years, and ratification of the
appointment of one Class 3 director; consideration of increasing
the number of shares of common stock reserved for issuance under
the company's 1997 Stock Incentive Plan from 450,000 to 675,000
shares; approval of an amendment to the company's Certificate of
Incorporation to increase the number of authorized
shares of the company capital stock from 10,000,000 to
15,000,000; ratification of the appointment of
PricewaterhouseCoopers LLP as the company's independent auditors
for the fiscal year ending February 26, 2000; and, as is usual,
to transact any other business that may come before the meeting.

Shareholders of record at the close of business on May 28, 1999,
are entitled to notice of and to vote at the meeting.  Complete
text of the proxy statement may be read by accessing
http://www.sec/cgi-bin/srch-edgar?000147469-99-024636on the  
Internet, free of charge.


BRAZOS SPORTSWEAR: Order Approves Asset Purchase Agreement
----------------------------------------------------------
The US Bankruptcy Court for the District of Delaware entered an
order authorizing the sale of certain inventory of the debtors'
Premier Sports Group division, free and clear of all liens,
claims, interests, and encumbrances, pursuant to and as described
in the Purchase Agreement between BSL, as seller and Time Square
Development Corp. A Colorado corporation d/b/a Time Square
Clothing Inc.  The purchase price is $914,309.


BRUNO'S: Judge Finds Appointment of Examiner Mandatory
------------------------------------------------------
Having considered the pleadings and arguments in this matter,
Judge Robinson held that the appointment of an Examiner is,
indeed, mandatory pursuant to 11 U.S.C. Sec. 1104(c)(2) because
Bruno's fixed, liquidated and undisputed debts exceed $5,000,000.  
Judge Robinson declined the Debtors' invitation to find that
appointment of an Examiner would disrupt a consensual plan
process.  

Judge Robinson found, however, that the scope of the Examiner's
duties should be limited to an examination of the LBO Transaction
about which HSBC complains and a review of the Debtors'
professionals' factual and legal evaluation of the viablility of
any causes of action stemming from the LBO Transaction.  

Judge Robinson made it clear that her role in this matter is
limited to deciding that an appointment is appropriate.  It is
the role of the United States Trustee to select and appoint the
individual who will serve as the Examiner.

Judge Robinson directed that the Examiner shall file a report
with the Court no later than September 15, 1999. (Bruno's
Bankruptcy News Issue 21; Bankruptcy Creditors' Service)


BRUNO'S: Tentative OK To Disclosure Statement
---------------------------------------------
As a general proposition, the Debtors told Judge Robinson, the
Debtors believe their Disclosure Statement exceeds the disclosure
requirements imposed under 11 U.S.C. Sec. 1125 and provides more
than enough information to permit a creditor to decide whether to
vote to accept or reject the Joint Plan.  

HSBC Bank USA and W.R. Huff Asset Management Co., L.L.C., argue
to Judge Robinson that the Debtors describe a plan of
reorganization that can't be confirmed as a matter of law.  
Hence, HSBC, concludes, the approval of a disclosure statement
describing a plan that is incapable of confirmation is
a colossal waste of creditors' time, money and effort.  

Judge Robinson rejected each and every complaint HSBC and Huff
raised that challenges the soundness, fairness or legality of the
Debtors' Plan.  Those complaints, Judge Robinson explained, are
premature because those are objections to the confirmation of the
plan.  They are, simply, inappropriate to raise in the context of
a disclosure statement hearing.  

Accordingly, on a preliminary basis, Judge Robinson approved the
Debtors' Disclosure Statement subject to further amendment to
reflect the Court's ruling that an Examiner be appointed and the
scope of the examination that will be undertaken.  

To be certain that HSBC and Huff's complaints about the Plan are
outlined for creditors during the voting period, Judge Robinson
offered HSBC and Huff the opportunity to prepare a counter-
statement explaining why they object to the Debtors' Plan.  That
counter-statement, Judge Robinson directed, should be served on
the Debtors by July 6.  On or before July 12, the Debtors will
respond with any editorial comments.  If a dispute about what
should or should not be said in the counter-statement, Judge
Robinson will consider that dispute at a hearing on July 19.  

Judge Robinson indicated that she would like to enter an order on
July 19 giving final approval to the Debtors' Disclosure
Statement and allow it to be transmitted to creditors for voting.  
Judge Robinson expressed concern, however, about the prospect of
approving a disclosure statement prior to the filing of the
Examiner's Report and allowing creditors to vote on a plan with
the status of LBO-related litigation up in the air.  While the
Debtors would support transmittal with an opportunity for
creditors to change their vote, perhaps, after the Examiner files
his report, the Noteholders, of course, oppose that suggestion.  

Tentatively, Judge Robinson indicated, she would like to hold a
confirmation hearing on the Debtors' Plan on November 23, 1999.
(Bruno's Bankruptcy News Issue 21; Bankruptcy Creditors' Service)


BRUSH CREEK MINING: Losses Continue, Company Merges/Changes Name
----------------------------------------------------------------
On March 1, 1999, Brush Creek Mining & Development Company issued
to Jefferson A. Bootes 3,730,861 shares of common stock. Mr.
Bootes was also appointed to the company's Board of directors and
elected President of the company.  On April 13, 1999, Brush Creek
effected a 1-for-12 reverse stock split, resulting in a reduction
in the outstanding shares of common stock to 833,334 shares.

On April 14, 1999, Brush Creek merged with J.A.B. International
Trading, Inc., a Florida corporation, with the company as the
surviving corporation. In connection with the merger, the company
changed its name to J.A.B. International, Inc. Following the
merger, Mr. Bootes owned approximately 71% of the outstanding
shares of common stock of the company.

The company had total revenues of $11,415 during the nine months
ended March 31, 1999, compared to total revenues of $8,392 (from
interest only) during the nine months ended March 31, 1999. The
company had a $633,410 net loss for the nine months ended March
31, 1999, compared to a net loss of $4,056,532 for the comparable
fiscal 1998 period. This change in net loss is primarily due to
the cessation of the company's operations, leading to a
reduction in general mining and exploration costs, and a decrease
in general and administrative expenses.


CAJUN ELECTRIC: SWEPCO, Committee, WST Increase Price
-----------------------------------------------------
Southwestern Electric Power Company, the Committee of Certain
Members and Washington-St. Tammany Electric Cooperative have
increased the proposed purchase price in their joint
reorganization plan for Cajun Electric Power Cooperative.

The base bid has been increased to $990.5 million in a plan
amendment filed June 22. The previous bid of $940.5 million was
submitted on April 16, 1999. The plan calls for an affiliate of
SWEPCO to acquire Cajun's non-nuclear assets and provide power to
cooperatives through new, consensual, long-term power supply
agreements.

The new bid exceeds the rival Louisiana Generating bid by $30.5
million.

The increase in purchase price is funded partially by a rate
adjustment agreed to by the eight distribution cooperatives that
support the joint plan. Rates under the amended plan remain below
the level found to be "not presumptively unreasonable" by the
Louisiana Public Service Commission. The revised rates remain
below those proposed by rival Louisiana Generating.

The competing reorganization plans are subject to confirmation
by Bankruptcy Court and regulatory approvals. Confirmation
hearings are under way, scheduled through June 25, in U.S.
Bankruptcy Court in Opelousas, La.

The Committee of Certain Members includes Beauregard Electric
Cooperative, Inc., Dixie Electric Membership Corp., Jefferson
Davis Electric Cooperative, Inc., Northeast Louisiana Power
Cooperative, Inc., South Louisiana Electric Cooperative
Association and Valley Electric Membership Corp.

Washington-St. Tammany Electric Cooperative, Inc. (WST) is a
co-proponent with SWEPCO and the Committee.

Claiborne Electric Cooperative, Inc. which is not a member of
the Committee, also supports the SWEPCO/Committee/WST plan.


COMMMERCIAL FINANCIAL SERVICES: Closing Permanently
---------------------------------------------------
Commercial Financial Services (CFS), Oklahoma City, abruptly
announced yesterday that it would close permanently, according to
States News Service. CFS, a debt collection company, filed
chapter 11 in December, and company officials had hoped that
another company would buy CFS. Negotiations with an Atlanta firm
broke down last week, and employees received an e-mail yesterday
announcing that the company will shut down. Some 1,500 workers in
Tulsa and Oklahoma City will lose their jobs. (ABI 24-June-99)


DISCOVERY ZONE: Seeks Extension of Time To Assume/Reject Leases
---------------------------------------------------------------
The debtors, Discovery Zone, Inc. and its affiliates seek an
extension of the time within which the debtors must elect to
assume, assume and assign, or reject unexpired leases of non-
residential real property. A hearing will be held on July 8, 1999
at 10:00 PM.

The debtors seek to extend the deadline to assume, assume and
assign, or reject each of the lease (approximately 130) to the
earlier of (a) assumption and assignment of a lease(s) in
connection with the Sale or (b) August 19, 1999.

June 22 was set as the scheduled hearing date for the debtors'
pending sale of all or substantially all of their assets.  With
respect to the leases that are not sold in connection with the
sale, the debtors must consider whether to assume or reject such
leases.


ELECTRO-CATHETER: Order Extends Use of Cash Collateral
------------------------------------------------------
The US Bankruptcy Court for the District of New Jersey entered an
order extending the use of cash collateral in accordance with the
projected operating budget. The court's order provides that the
provisions of the May 21st order for use of the T Partnership's
cash collateral is extended through the close of business on July
2, 1999.  The debtor's application for further use of cash
collateral will be heard on July 1, 1999.  According to its
budget the debtor reports $306,470 available for the week ending
June 18, 1999; $216,620 available for the week ending June 25,
1999; and July 2, 1999 available for the week ending $186,270.
The ending cash balances reported are $201,620, $171,270 and
$180,920 respectively.


FULCRUM DIRECT: Order Authorizing Extension of DIP
--------------------------------------------------
The US Bankruptcy Court for the District of Delaware entered an
order authorizing the extension of the Term of the Loan Facility
to June 30, 1999.  IBJ Schroder Business Credit Corporation,
n/k/a IBJ Whitehall Bnak & Trust Company shall make funds
available to Fulcrum in accordance with the Budget.  The previous
order increased the aggregate amount to an amount not to exceed
$3,457,000.


HARVEY ELECTRONICS: Opening NY Locations; Promises Expanded Sales
-----------------------------------------------------------------
Harvey Electronics' net income for the six months ended May 1,
1999 increased  to  $251,302 as compared to net income of $55,670
for the same period last year.  The net loss for the three  
months  ended May 1, 1999 was $79,368 as compared to $74,547 for
the same quarter  last year.  The results include approximately  
$45,000  of preoperating  expenses  relating to the new Bang &
Olufsen store to be opened in the Union Square area of lower  
Manhattan in July 1999. All of the company's six retail
stores were profitable for the six months ended May 1, 1999.

Net sales for the six months ended May 1, 1999, aggregated
$11,423,000, an increase of approximately  $2,489,000 or 28% from
the same  period last year. Net sales for the second fiscal  
quarter  ended  May 1, 1999  aggregated $5,015,000,  an  increase  
of  approximately  $950,000 or 23% as compared to the second  
quarter of fiscal 1998.   Sales increased as Harvey Electronics,  
in November 1998, successfully opened two new  retail
store  locations  in  Mt.  Kisco, in  Westchester  County, New
York  and  in Greenvale/Roslyn,  on the north shore of Long
Island.  The revenues from these locations, together with an
increase in same store sales primarily accounted for the
significant sales increases. The company also continues to
benefit from new digital technologies embraced by the company's  
upscale clients and additionally  from increased  demand of its
custom installation  services.

The increase in the company's sales is attributed to the volume
of goods and services sold and to a lesser  extent,  changes in
product lines or prices. On January 7, 1999, as part of its
expansion plan in New York region,  the company  signed a lease
and a related prime site  marketing agreement to, as mentioned
above, open a new 1,500  square foot Bang & Olufsen  Brand  Store
in the Union  Square area in lower Manhattan. Harvey Electronics
plans to open this new store in July 1999 stating that it will be
the first of two stores the company plans to open in Manhattan.

Management indicates it believes that cash on hand, cash flow
from operations and funds made available under its credit  
facility,  will be sufficient to meet the company's  anticipated  
working capital needs and expansion plan for at least the next
twelve month period.


LONG JOHN SILVER'S: Objects To Duplicative Advertising Claims
--------------------------------------------------------------
The debtors, Long John Silver's Restaurants, Inc., et al. seek an
order determining the proper resolution of certain duplicative
advertising claims.  Western International Media purchased
advertising time from individual television stations for the
debtors.  Western Media filed a proof of claim for $5,569,446.

As of June 15, 1999, approximately 18 television stations have
filed proofs of claims against the debtors for advertising time
purchased by Western Media. The debtors seek a court order
allowing one claim for the same advertising time, but not
allowing both claims.


NATIONSWAY TRANSPORT: Committee Objects To Accountants
------------------------------------------------------
NationsWay Transport Service Inc.'s newly appointed official
creditors' committee has objected to the company's proposed
retention of PricewaterhouseCoopers LLP as their accountants and
financial advisors. "It appears PricewaterhouseCoopers may not be
a disinterested person as required under the Bankruptcy Code for
employment as a professional person by the Debtors, and
PricewaterhouseCoopers has not effectively demonstrated that it
does not hold interests adverse to the Debtors," the June 21
objection charges. According to an affidavit by a firm
professional, PricewaterhouseCoopers provided professional
services to the company during the 90 days prior to the May 20
petition date. The firm was compensated $221,969 of the $559,669
accrued for its services. The panel alleged that this large
amount renders the firm a creditor of the estate and that those
specific transactions may be preferential transfers which would
be adverse to the estate. "Unless PricewaterhouseCoopers waives
all pre-petition claims against the Debtors, the Committee is
unable to ascertain how PricewaterhouseCoopers would be
disinterested." (Courtesy of The Daily Bankruptcy Review and ABI
24-June-99)


NATIONSWAY TRANSPORT: Committee Objects To Use of Cash Collateral
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Nationsway
Transport Services Inc. objects to and seeks reconsideration of
the debtors' five stipulations re the interim use of cash
collateral.  

The Committee states that this case was filed and is being
administered for the primary if not exclusive benefit of the
secured creditors in the case and that not even priority
unsecured creditors are likely to benefit from the liquidation of
the debtors' assets, all of which are reportedly encumbered by
liens exceeding their value.  

According to the Committee, the Cash Collateral Stipulations
would appear to have the effect of providing to the secured
creditors liens on assets, such as avoidance actions and
leasehold interests that were not perfected as of the Petition
Date.  Under these circumstances, the Committee objects to any
provision of the Cash Collateral Stipulations that in any way
improves the position of the secured creditors without an equal
benefit to the bankruptcy estate.

The Committee states that there need be a carve-out for
professional fees.  The Committee believes that the debtors'
assertion that the value of the prepetition collateral exceeded
the outstanding prepetition obligations should be subject to
cross examination; the Committee further states that any
admission that all of the "cash collateral" is cash collateral of
the Lender Group should not be binding on the Committee; and the
Committee objects to the Lender Group being granted any
"replacement lien" in debtor's property if that property was not
subject to the secured creditors' liens as of the Petition Date.

The Committee states that the Cash Collateral Order should be
clarified to ensure that the Committee and other non-debtor third
parties in interest are not bound by the debtors' acknowledgments
with respect to the amount of prepetition debt allegedly owed to
the Lender Group.  The Cash Collateral Stipulations provide that
the Lenders shall apply Cash Collateral proceeds to the debt5s
owed to them in their discretion.  However, the Lenders should be
allowed to apply Cash Collateral proceeds to interest, costs,
charges and fees only if its is ultimately shown that the secured
creditors were oversecured at all times during the case.  Any
administrative expenses incurred up to an Event of Default and
for some reasonable period of time thereafter should be subject
to a carve-out and payable to professionals and other
administrative claimants regardless of any Event of Default.  The
Committee wants to be sure that any acknowledgments of the
defender as to the Lender Group's claims or liens is not binding
on the Committee.

The Committee concludes that the secured creditors should not
receive any improvement in their positions as of the Petition
Date by virtue of the Cash Collateral Stipulations.


NEWCARE HEALTH: Files Chapter 11
--------------------------------
NewCare Health Corp., a nursing home and hospitals operator,
filed for chapter 11 protection Tuesday in Worcester Mass.,
according to Reuters. Lenox Healthcare, which has a management
agreement with NewCare, filed the petition. Lenox has been
responsible for the company's operations since June 1, and Lenox
President and CEO Thomas Clarkes said the filing was
necessary to provide NewCare with time to restructure its
obligations and implement its financial plan under Lenox
management. NewCare has obtained debtor-in-possession financing,
but the amount was not disclosed. In late May, NewCare announced
a restructuring designed to save $5 million annually in overhead
expenses. The company also recently sold five facilities, which
reduced its debt by about $21.5 million. (ABI 24-June-99)


PAGE AMERICA: Announces Filing of Prepackaged Chapter 11
--------------------------------------------------------
On June 16, 1999, Page America Group, Inc. ("Page America") and
its wholly-owned subsidiaries, Page America of New York, Inc.,
Adirondack Radio Telephone Co., Inc. and Page America of
Pennsylvania Inc. (the "Debtors") filed Chapter 11 bankruptcy
cases in the United States Bankruptcy Court for the Southern
District of New York. The Debtors are represented by the New York
law firm of Stroock & Stroock & Lavan LLP and the presiding judge
is Jeffrey H. Gallet. In addition to filing customary "first day"
papers, the Debtors filed a prepackaged and presolicited Plan and
Disclosure Statement which contemplate the complete liquidation
of the Debtors. The Plan was accepted, prior to the filing of the
bankruptcy petitions, by the holders of the Debtors' 15%
Subordinated Notes due 2003 and Page America's Series One
Preferred Stock, which are the only holders of claims and
interests in the Debtors that are entitled to vote on the Plan.

The Debtors previously provided paging, messaging and information
products and services through networks they owned and operated as
radio common carriers under licenses from the Federal
Communications Commission. On July 1, 1997, the Debtors sold
substantially all of their assets to Metrocall, Inc. for cash and
shares of Metrocall common stock and ceased operations.

Generally, under the terms of the Plan, the holders of the
Debtor's Subordinated Notes are to receive 70% of all amounts
available for distribution after all other allowed claims for
administrative expenses and general unsecured claims have been
paid in full in cash. The remaining 30% of such available amounts
are to be distributed 21% to the holders of Page America's
Preferred Stock and 9% to the holders of the 16,024,585
outstanding shares of Page America Common Stock. At June 23,
1999, based on the assets held by the Debtors and the market
value of the Metrocall common stock and known liabilities at that
time, the maximum aggregate amount distributable to holders of
the Subordinated Notes, Preferred Stock and Common Stock, less
amounts to pay taxing authorities and other creditors, would have
been approximately $9,780,000, $2,934,000 and $1,257,000,
respectively. The actual distributions will be more or less
depending primarily on the market value of the Metrocall common
stock for a specified period prior to the Effective Date of the
Plan and subject to any claims that arise in connection with the
Plan. The distributions to holders of the Subordinated Notes and
Preferred Stock will be in cash, to the extent available, and
shares of Metrocall common stock, while holders of Page America
Common Stock will receive cash.


PENNCORP FINANCIAL: Sells Internet Service Provider Subsidiary
--------------------------------------------------------------
On June 14, 1999, Penncorp Financial Group, Inc. announced it
entered into a definitive agreement for the sale of Kivex, Inc.,
its internet service provider subsidiary to Allegiance Telecom,
Inc. for $34.5 million cash.  Closing of the transaction, which
is expected to occur by June 30th, is conditioned upon, among
other things, the consent of Penncorp's senior lenders and the
expiration of the waiting period under the
Hart-Scott-Rodino Act.

Penncorp Financial Group, Inc. expects to receive net cash
proceeds of approximately $23.7 million after taking into account
the payment of transaction costs, transaction bonuses to
management of Kivex and the repayment of outstanding obligations
from Kivex and its immediate parent, Penncorp Financial Services,
Inc. to affiliates of Penncorp.

The company expects to record a pre-tax gain on the disposition
of approximately $34 million. Keith A. Maib, President and CEO of
Penncorp stated: "We are pleased to complete the transaction and
to realize full value for Kivex. The completion of this sale will
enhance our projected cash proceeds available to repay bank debt
from the disposal of non-core assets."

Additionally, PennCorp announced that its Board of Directors has
consented to the previously announced agreement in principle to
amendments to the definitive agreements to sell its Career Sales
Division and related assets to Universal American Financial Corp.
for $137 million in cash. PennCorp expects to receive, upon
consummation of the transaction, net cash proceeds of
approximately $80 million after taking into account the payment
of transaction costs, and fulfilling minimum surplus and other
obligations contained in the purchase agreement.

PennCorp Financial Group, Inc. is an insurance holding company.
Through its subsidiaries, the company underwrites and markets
life insurance and accident and sickness insurance to the middle
market through the United States and Canada.


PENN TRAFFIC: New Credit Facility Pending; Plan Approved
--------------------------------------------------------
On March 1, 1999, Penn Traffic and certain of its subsidiaries
filed petitions 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, Penn Traffic and
these subsidiaries have continued to operate their businesses as
debtors-in-possession under the Bankruptcy Code.

To maintain strong relationships with its vendors, on March 2,
1999, the company obtained an order from the Bankruptcy Court
pursuant to which it has been authorized to pay in full on normal
trade terms all of its trade creditors that continue to provide
it with goods on customary terms and credit, or otherwise
acceptable to Penn Traffic. To date, all of Penn
Traffic's trade creditors have been providing acceptable trade
terms to it, and Penn Traffic has been paying them in the
ordinary course of its retail grocery store business.

In connection with the consummation of the reorganization plan,
the company expects to enter into a new secured credit facility
with a bank group led by Fleet Capital Corporation as agent.
Although the terms of the new credit facility have not been
finalized, the company says it expects that the new
credit facility will provide for term and revolving credit
facilities of at least $300 million in total, with availability
based in part on a borrowing base of eligible inventory and
accounts receivable.  The lenders under the new credit facility
will have a first priority perfected security interest
in substantially all of the company's assets. Proceeds from the
new credit facility will be used to satisfy the company's
obligations under its debtor-in-possession facility and pay
certain costs of the debt restructuring process and for the
company's ongoing working capital and capital expenditure
requirements. The new credit facility is initially expected to
have more than $100 million in unused borrowing capacity.

On May 27, 1999, the Bankruptcy Court confirmed the company's
reorganization plan.  Penn Traffic expects to consummate the plan
and enter into the new credit facility by the end of June 1999.  
Upon consummation of the plan in June 1999, and taking into
account all costs and expenditures related to the debt
restructuring and related transactions, Penn Traffic expects to
have approximately $330-$335 million of outstanding indebtedness
(including capital leases). Such indebtedness is expected to
include $100 million of new Senior notes, approximately $100
million of capitalized lease obligations and $130-$135 million of
secured indebtedness including borrowings under the new credit
facility.

The quarter ended May 1, 1999 saw revenues of $615.0 million
versus $716.8 million in the same quarter of 1998.  Net losses
for those periods were $23.1 million and $17.0 million
respectively.


PHOENIXSTAR: Former Primestar LP Sells Satellites To Hughes
-----------------------------------------------------------------
Effective June 4, 1999, Phoenixstar Inc. completed the sale of
its high power direct broadcast satellite assets to Hughes
Electronics Corporation, in accordance with an asset purchase
agreement dated  January 22, 1999, among Tempo Satellite, Inc., a
wholly-owned subsidiary of TCI Satellite Entertainment, Inc.,
Phoenixstar Inc., Phoenixstar Partners L.P., a Delaware limited
partnership and wholly-owned subsidiary of Phoenixstar
Inc., formerly known as PRIMESTAR Partners L.P., and Hughes, an
unaffiliated third party. The assets transferred by
Tempo pursuant to the Hughes High Power agreement consist of
Tempo's two high-power DBS satellites, one of which was in orbit
at 119 (degrees) West Longitude and one of which was used as a
ground spare, its FCC authorizations with respect to the 119
(degrees)West Longitude orbital location, and certain related
assets.

Tempo had previously granted Phoenixstar Inc. the right and
option to purchase 100% of the Tempo High Power assets for
aggregate consideration of $2.5 million in cash and the
assumption of all liabilities. In addition, Tempo had previously
granted to PLP the right to purchase or lease 100% of
the capacity of the DBS system being constructed by
Tempo, and PLP had made advances to Tempo to fund the
construction of Tempo's DBS system in the aggregate amount of
$465 million.

The Hughes High Power agreement provided for the sale by
Phoenixstar to Hughes of the Tempo Purchase Option, the exercise
of the Tempo Purchase Option by Hughes, and the termination of
the Tempo Capacity Rights.  The aggregate consideration payable
by Hughes in the Hughes High Power transaction was $500 million.

As regulatory approval was required to transfer the In-Orbit
Satellite and the FCC License, the Hughes High Power agreement
provided for the Hughes High Power transaction to be completed in
two steps. To facilitate the transaction, the Tempo Purchase
Option was amended to provide for a two-stage exercise process.
The parties allocated 70% of the total consideration under the
Hughes High Power agreement to the In-Orbit Satellite and related
assets and 30% of the total consideration thereunder
to the Ground Satellite and related assets.

The first closing under the Hughes High Power agreement was
consummated effective March 10, 1999. In the first closing,
Hughes acquired the Ground Satellite and related assets for
aggregate consideration of $150 million, payable as follows:  
Hughes paid an aggregate of $9,750,000 to Phoenixstar
and PLP for the transfer to Hughes of that portion of the Tempo
Purchase Option allocable to the Ground Satellite and the
termination of that portion of the Tempo Capacity Rights
allocable to the Ground Satellite; Hughes paid Tempo $750,000 to
exercise that portion of the Tempo Purchase Option allocable to
the Ground Satellite; and Hughes assumed and immediately
satisfied a portion of the Tempo Reimbursement Obligation in the
amount of $139,500,000.

In addition, as required by the Hughes High Power agreement,
Phoenixstar and TSAT agreed to terminate the previously announced
merger of TSAT with and into Phoenixstar, effective as of such
first closing.

The FCC approved the transfer of the FCC License to Hughes on May
28, 1999, and the second closing under the Hughes High Power
agreement was consummated effective June 4, 1999. In the second
closing, Hughes acquired the In-Orbit Satellite and related
assets, including all rights of Tempo with respect to the FCC
License, for aggregate consideration for $350 million, payable as
follows:  Hughes paid an aggregate of $22,750,000 to
Phoenixstar and PLP for the transfer to Hughes of that portion of
the Tempo Purchase Option allocable to the In-Orbit Satellite and
the termination of that portion of the Tempo Capacity Rights
allocable to the In-Orbit Satellite; Hughes paid Tempo $1,750,000
to exercise that portion of the Tempo Purchase Option allocable
to the In-Orbit Satellite; and Hughes assumed and immediately
satisfied the remainder of the Tempo Reimbursement
Obligation, in the amount of $325,500,000.

Phoenixstar agreed to forgive amounts due from Tempo not assumed
by Hughes in the amount of $9,346,000.  


RDM SPORTS: Metromedia Int'l. Objects To Disclosure Statement
-------------------------------------------------------------
Metromedia International Group, Inc. files an objection to the
Disclosure Statement of RDM Sports Group, Inc. and related debtor
entities, proposed by the Chapter 11 Trustee, the official
Committee of Unsecured Creditors, and the Official Committee of
Bondholders.

Metromedia states that the Disclosure statement does not
adequately explain why these cases should not be converted to
Chapter 7.  Metromedia also objects that this Disclosure
statement is encumbered with the Trustee's Report on
administration and recommendations for dismissals of NWR, Inc.
Case, Resolution of Inter-Company Issues Through Consensual
Liquidating Plan, and For continued Administration Pending a
Confirmation Hearing.  

Metromedia complains at the characterization of its legal
opposition as lacking good faith.  "It is ludicrous that
Metromedia, as the largest single secured creditor, should not
assert its legal positions in attempting to recover its $15
million claim."  The creditor also points out the failure to
indicate the substantial uncertainty about success in potential
litigation with Metromedia, the failure to adequately disclosure
the uses of cash if the plan ere confirmed, the lack of
information concerning what claims against Foothill are being
release; and the inclusion of  court-sanctioned gag rule. "The
most essential objection is that the proposed plan and attendant
process is a mistake from a global perspective for the reasons
indicating conversion to Chapter 7 is appropriate at this point."

Metromedia reasserts the need for conversion to Chapter 7.


SGSM ACQUISITION: Seeks Time To Assume/Reject Leases
----------------------------------------------------
SGSM Acquisition Company, LLC seeks an extension of time within
which the debtor may assume or reject unexpired leases of
nonresidential real property.

The debtor seeks an order extending the sixty-day period to and
including September 15, 1999.

The debtor is lessee with respect to 25 unexpired leases.  The
case was recently transferred from the District of Delaware to
the Eastern District of Louisiana, resulting in significant delay
and disruption in the debtor's efforts in these proceedings.

The unexpired leases are the primary assets of the debtor's
estate.  The debtor believes that the unexpired leases offer
significant value to its estate and creditors.  A&P has agreed to
pay $62 million for six of the unexpired leases.  By contrast,
the debtor's inventory is valued at approximately $19 million.  
Also, the debtor claims that creditor recoveries in this case
will be severely impacted if the relief sought herein is not
granted. The sale to A&P has not yet been consummated, and the
debtor does not want the six leases to be rejected by operation
of law since the formal assumption and assignment has not yet
occurred. The debtor states that the proposed extension is
necessary, appropriate and in the bet interests of the debtor and
the estate.


SOUTHERN PACIFIC: BNY Objects To Claim Classification
-----------------------------------------------------
The Bank of New York (BNY) as Indenture Trustee objects, in part,
to the motion filed by Southern Pacific Funding Corporation to
determine the classification of unsecured claims.

BNY states that by lumping trade claims into Class 7, the trade
creditors would receive full payment of principal and prepetition
interest under the plan before holders of the Subordinated
Convertible Notes received anything.  Because the Subordinated
Notes Indenture does not define "Senior Indebtedness" as
including "all trade payables:" or use words to that effect, BNY
objects to SPFC's proposed classification.  As of the petition
date, trade payables not more than 90 days past their original
due date totaled approximately $2.5 million.   Ignoring the
petition date and its legal and commonly-understood effect, BNY
says that SPFC reasons that all trade payables are now more than
90 days old, so all the Trade Creditors must qualify as "Senior
indebtedness."  The Bank claims that SPFC's proposal to ignore
the petition date and to favor the claims of Trade Creditors at
the expense of other creditors should be denied.


STARTER CORP: Amended Motion Regarding GOB Sales
------------------------------------------------
The debtors, Starter Corporation, et al. seek approval of the
closing of certain stores, authorizing "going-out-of-business"
sales of merchandise and exempting the GOB sales form certain
regulatory laws, and authorizing the debtors to enter into an
agency agreement and authorizing the conduct of an auction.

A hearing will be held on June 25, 1999 at 3:30 PM, which is a
second continuance of the hearing originally scheduled for June
18.


TALK AMERICA: Seeks To Extend Time To Assume/Reject Leases
----------------------------------------------------------
Talk America Inc., debtor seeks an order extending the time to
assume or reject six unexpired leases of nonresidential real
property until the confirmation of a plan.  The debtor states
that at this early stage of the proceeding, the debtor has not
had sufficient time to scrutinize its financial situation to
determine whether to assume or reject.  The debtor is evaluating
the terms and conditions of the leases and analyzing its cash
flow position.


THE COSMETIC CENTER: Certification of No Objection
--------------------------------------------------
No objection has been filed to the application for authority for
Kronish Lieb Weiner & Hellman LLP to be retained by the Official
Committee of unsecured Creditors and the application to employ
Ashby & Geddes as co-counsel to the Official Committee of
Unsecured Creditors.


TOWN & COUNTRY: Notice of Public Sale
-------------------------------------
The debtor, Town & Country Fine Jewelry Group, Inc. intends to
sell by public auction the debtor's interest in certain property
of the estate (equipment, furniture and other personal property)
located at 25 Union Street, Chelsea, Massachusetts.  The sale
will be conducted by S.J. Corio Company, at 25 Union Street,
Chelsea, Mass. on June 29, 1999 and June 30, 1999 at 10:00 AM.


UNITED COMPANIES FINANCIAL: Lower Rated Tranches Downgraded
-----------------------------------------------------------
June 24, 1999--Fitch IBCA downgrades the ratings of six classes
of United Companies Financial Corp.'s manufactured housing deals.
Additionally, five classes of bonds are moved to RatingAlert
Negative from RatingAlert Evolving.

In October, 1998, UCFC announced that it would sell or close its
manufactured housing business. The company begun to transition
the servicing from the Minneapolis manufactured housing operation
to Baton Rouge where the company's home equity loan servicing
shop is located.  Additionally, growing financial difficulties of
the company caused heightened concerns regarding maintenance of
servicing quality. The company filed for Chapter 11 bankruptcy
protection on March 1, 1999.

Since Oct. 30, 1998, numerous rating actions have been taken (see
press releases dated Oct. 30, 1998 and Feb. 4, 1999). These
actions reflect Fitch IBCA's concerns regarding the possibility
of any adverse impact on pool performance as a result of the
sale/closing of the company and/or the bankruptcy filing. As of
Feb. 4, 1999, the 'BB' rated B-2 bonds of series 1996-1 and 1998-
2 have been on RatingAlert Negative. The 'BBB' rated
B-1 bonds for eight deals (series 1996-1, 1997-1 through 1997-4,
1998-1 through 1998-3) have been on RatingAlert Evolving.

The disruption in servicing has contributed to a particularly
high level of delinquencies and repossessions. On May 5, 1999,
Fitch IBCA conducted an onsite review of the servicing operation.
Fitch IBCA found that the collection process had been fully
transitioned to Baton Rouge and there was a sufficient level of
staffing and servicing capability. However, with regard to
recovery, due to its lack of dealer relationships as a result of
exiting the origination business, the company is reliant upon
wholesale liquidation of repossessed homes. Recovery rates on
wholesale liquidations are generally substantially lower than
retail liquidation recoveries.

In February, 1999, UCFC liquidated a large number of homes
through a bulk sale of its repossession inventory. The high
liquidation caused a spike in losses, which resulted in
considerable interest shortfalls on a number of deals. Although
those shortfalls were quite severe, causing the mezanine
bonds to receive only a portion of their interest, all bonds,
except one, have been paid back in full by available cash in
subsequent months, leaving no outstanding shortfalls.

Fitch IBCA's rating actions reflect the status of the servicing
operation and the high loss severity expectation. Since the
reestablishment of a full collection operation is relatively
recent, it may take some time before any real improvement in
delinquencies is seen. However, the bulk sale of repossessed
homes has reduced the inventory down to a more manageable
level. Additionally, fewer repossessed homes in inventory allows
field representatives to assist in collections rather than focus
on re-marketing efforts.

The affected securities are:

United companies Financial Corp.'s manufactured housing contracts
pass through certificates: -- Series 1996-1, class B-1, moved to
RatingAlert Negative from RatingAlert Evolving;
  
-- Series 1996-1, class B-2, downgraded to 'B' from 'BB' and
placed on RatingAlert Negative;
  
-- Series 1997-RS1, class A, downgraded to 'BB-' from 'BBB+' and
placed on RatingAlert Negative;
  
-- Series 1997-1, class B-1 downgraded to 'BB' from 'BBB' and
placed on RatingAlert Negative;
  
-- Series 1997-1, class B-2, downgraded to 'CCC' from 'B-';
  
-- Series 1997-2, class B-1, moved to RatingAlert Negative from
Rating Alert Evolving;
  
-- Series 1997-2, class B-2, downgraded to 'CCC' from 'B-';
  
-- Series 1997-3, class B-1, moved to RatingAlert Negative from
Rating Alert Evolving;
  
-- Series 1997-3, class B-2 downgraded to 'CCC' from 'B-';
  
-- Series 1997-4, class B-1, moved to RatingAlert Negative from
Rating Alert Evolving;
  
-- Series 1998-1, class B-1, moved to RatingAlert Negative from
RatingAlert Evolving;

Additionally, the following securities are removed from
RatingAlert Evolving:
  
-- Series 1998-2, class B-1;
  
-- Series 1998-3, class B-1;

Series 1998-2, class B-1 remains on RatingAlert Negative

Three of the securities (1997-1 through 1997-3) are enhanced by a
limited guarantee from United Companies Financial Corp. The
ratings on these securities typically reflect the ability of
United Companies to make payments under the limited guarantee. On
Feb. 4, 1999, Fitch IBCA downgraded these securities to 'B-'
despite the rating of 'CCC-' on the company. If the
limited guarantee were the only credit enhancement for these
securities they would have been downgraded to 'CCC-', as well.
However, each of these securities are also supported by the
application of monthly excess interest to loss coverage. The
additional credit enhancement was the determinant of
Fitch IBCA's 'B-' rating. Since that time, Fitch IBCA has revised
its loss assumptions on the pools, given higher loss
expectations, the available excess interest is no longer
sufficient to support that rating. These securities are now rated
'CCC'.

Fitch IBCA will continue to monitor the performance of the
collateral pools backing the securities as well as the status of
the servicing platform.
    

WIRELESS ONE: More Favorable Terms Of $36M Financing Commitment
----------------------------------------------------------------
Wireless One, Inc. (OTC Bulletin Board: WIRL) announced its
agreement to a $36 million financing commitment on more favorable
terms than previously announced. The Company has signed a
commitment letter(the "Commitment Letter") from MCI WorldCom,
Inc. ("MCI") to provide the financing. MCI is the Company's
current debtor-in-possession lender and has stated it is the
holder of at least two- thirds (in amount) of the Company's
outstanding senior notes.

Henry Burkhalter, President and CEO stated, "On May 18, 1999,
Wireless One announced that the Company had received a commitment
for $36 million of financing from Cerberus Capital Management,
L.P. ("Cerberus") that would provide the Company with the funds
needed to implement a plan of reorganization and enable the
Company to exit bankruptcy a stronger, more viable company.
Thereafter, MCI indicated that it would be willing to
provide similar financing on more favorable terms to the Company.
The Company then sought the best financing terms from both
Cerberus and MCI and is most appreciative of the efforts put
forth by each of those companies.  As a result of those efforts,
the interest rate will be 10 percent annually payable, at the
Company's option, either quarterly or at maturity, fees will be
one percent of the loan amount and there is no provision for
warrants to acquire equity in the Company."

The Commitment Letter contemplates that the financing would
mature two years from the closing date, except in certain
circumstances, and thus would provide the funds needed by the
Company to repay the approximately $20 million of existing
debtor-in-possession financing and to fund the future working
capital needs of the Company. Yesterday, the Company received
authorization from the United States Bankruptcy Court
for the District of Delaware to enter into the Commitment Letter.

Upon consummation of the financing and so long as it is not
repaid, MCI, as lender, would have the right to approve any
revisions to the proposed plan of reorganization that the Company
filed with the Bankruptcy Court on March 15, 1999, except for any
revisions to the allocation of the equity of the reorganized
Company. As announced on May 14, 1999 and described
in the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999, the Company is reviewing the
appropriateness of the provisions of the plan of reorganization
proposed by the Company in light of recent developments in the
Company's industry.

The closing of the financing is subject to a number of
conditions, including negotiation of final documentation and
approval by the Bankruptcy Court.  A hearing on the approval of
the financing is scheduled for July 20, 1999.

Wireless One, Inc.'s exclusive licenses in the MMDS and WCS
spectrums enable the Company to provide digital broadband (i.e.,
high-capacity)wireless access (commonly known as "BWA") services
(such as high-speed Internet connection, data transmission and
telephone).  In addition, the Company provides analog wireless
multichannel subscription television programming (commonly known
as "wireless cable") services primarily in small to mid-size
markets in the southern and southeastern United States.
The Company has an eCommerce partnership with Netgateway, Inc.
whereby Netgateway has created an electronic mall at
www.wirelessonemall.com.  The mall allows businesses to set up
economical eCommerce "storefronts" to offer products and services
and gives consumers a convenient, no charge and secure
place to shop on the Internet. The Company also has a marketing
alliance with DIRECTV, Inc. that enables it to provide expanded
television programming via Direct Broadcast Satellite
signal.


BOND PRICING FOR WEEK OF JUNE 21, 1999
--------------------------------------
DLS Capital Partners, Inc., bond pricing for week of June 21,
1999

Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07                       11 - 13 (f)
Amer Pad & Paper 13 '05                     62 - 64
Asia Pulp & Paper 11 3/4 '05                77 - 78
Boston Chicken 7 3/4 '05                     3 - 5 (f)
E & S Holdings 10 3/8 '06                   52 - 55
Geneva Steel 11 1/2 '01                     20 - 22 (f)
Globalstar 11 1/4 '04                       68 - 70
Hechinger 9.45 '12                           9 - 12 (f)
Iridium 14 '05                              24 - 25
Jitney-Jungle 12 '06                        40 - 44
Loewen 7.20 '03                             61 - 63 (f)
Penn Traffic 8 5/8 '03                      43 - 45
Planet Hollywood 12 '05                     20 - 23 (f)
Samsonite 10 3/4 '08                        80 - 82
Service Merchandise 9 '04                   20 - 21 (f)
Sterling Chemical 11 3/4 '06                76 - 78
Sun Healthcare 9 1/2 '07                    17 - 20 (f)
Sunbeam 0 '18                               16 - 17
TWA 11 3/8 '06                              53 - 55
Vencor 9 7/8 '05                            30 - 32 (f)
Zenith 6 1/4 '11                            26 - 28 (f)


                    **********

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

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

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

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