TCR_Public/990630.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
         Wednesday, June 30, 1999, Vol. 3, No. 124                                              

CARVER CORP: Deadline For Filing Proofs of Claim
CENTENNIAL CELLULAR: Exchange Of Senior Notes To Be Made
CONXUS COMMUNICATIONS: Seeks Order To Employ Bear Stearns
DAVIES MEDICAL GROUP: Files for Bankruptcy
DOW CORNING: $3.2 Billion Over the Next 15 Years

EUROWEB INTERNATIONAL: Czech Internet Service Provider Purchased
H SQUARED LLC: Case Summary & 20 Largest Creditors
HECHINGER: Employees Claim Broken Promises on Severance Pay
INTILE DESIGNS: Files Chapter 11
LIBERTY HOUSE: Objections to JMB Plan

LIBERTY HOUSE: Objections to Creditors' Disclosure Statement
LIVENT (US): Deadline For Filing Proofs of Claim
LLOYD'S SHOPPING CENTERS: Seeks Extension of Exclusivity
MAIDENFORM: Seeks Approval of Exit Financing
MAXIM GROUP: Fiscal 1999 Audit Incomplete; Causes Late Filing

MEDPARTNERS: Stipulation To Appoint Examiner
MOBILE ENERGY: Order Authorizing Use of Cash Collateral
NORD RESOURCES: Acquires Copper Mine In Arizona
NUCENTRIX BROADBAND: Stock Offer, Prospectus Describes Risks
ORANGE COUNTY: Grand Jury Supports Recovery Plan

OWENS CORNING: Supreme Court Upset: Class Settlement Thrown Out
PARAGON TRADE: The Rap on Paragon's De-Listing
PENN TRAFFIC: Announces Emergence From Chapter 11
PHILIP SERVICES: Court Grants First Day Orders
RENAISSANCE COSMETICS: Seeks Approval of Auction Procedures

SGL CARBON: Creditors Seek Relief From Stay
SOUTHERN PACIFIC FUNDING: Seeks Approval of Settlement Agreement
STARTER CORP: Authorization To Use Cash Collateral
TRANS ENERGY: Plans Conversion Of $4 Million Plus In Debentures
UNITED COMPANIES: Creditrust Walks Away From Deal

UNITED COMPANIES: Order Approves Lead Counsel for Equity
URANIUM RESOURCES: Ten Million Additional Stock Shares Authorized
WIRELESS ONE: Interim Order Authorizing Reimbursement Obligations
WORLDCORP INC: Seeks Authority To Use Certain Cash Collateral


CARVER CORP: Deadline For Filing Proofs of Claim
The US Bankruptcy Court has set August 2, 1999 as the last date
for creditors of Carver Corporation to file proofs of claim.

The case was filed in the US Bankruptcy Court for the Western
District of Washington on May 12, 1999.  The attorney for the
debtor is Donald A. Bailey 1218 3rd Ave #2201, Seattle,

CENTENNIAL CELLULAR: Exchange Of Senior Notes To Be Made
Centennial Cellular Corporation is offering to exchange the
outstanding, unregistered 10 3/4% Senior Subordinated Notes of
the company together with those of Centennial Cellular Operating
Co. LLC for new, substantially identical 10 3/4% Senior
Subordinated Notes that will be free of the transfer restrictions
that apply to the old notes. Holders of the notes must tender
their old, unregistered notes by the deadline to obtain new,
registered notes and the liquidity benefits they offer.  Once the
registration is effective the deadline will be made known.

Centennial agreed with the initial purchasers of the old notes to
make the offer and register the issuance of the new notes
following the closing. The offer applies to any and all old notes
tendered by the deadline.  The new notes will not trade on any
established exchange. The new notes have the same financial terms
and covenants as the old notes, and are subject to the same
business and financial risks.

CONXUS COMMUNICATIONS: Seeks Order To Employ Bear Stearns
The debtors, Conxus Communications, Inc. and its debtor
affiliates seek authorization to employ and retain Bear Stearns &
Co., Inc. as investment bankers for the debtors.

Since Motorola's lending commitments do not extend beyond August
13, 1999, the debtors need to move immediately t seek to find a
buyer.  The debtors anticipate that Bear Stearns will assist the
debtors in arranging a Sale Transaction, assist the debtors'
management with representations made to the Debtors' Boards of
Directors and their creditors regarding any sale transaction;
provide advice and testimony relating to financial matters
pertaining to a Sale Transaction, including the feasibility of
any plan involving a Sale transaction and the valuation of any
securities issued in connection with a Sale Transaction.

Bear Stearns is asking for a minimum fee of $400,000; if a Sale
Transaction is consummated, an additional cash fee equal to 1.5%
of the total consideration.

DAVIES MEDICAL GROUP: Files for Bankruptcy
Davies Medical Group has filed for bankruptcy protection in San
Francisco, citing the following factors: half of its doctors went
to another group, an inability to attract more contracts, and a
lawsuit by the former Davies Medical Center, which claims to be
owed $1.1 million in services, The Recorder/Cal Law reported.
Kathleen Wayman, who was director of the group for nine years,
said last week that the group is ceasing to do business because
it's too expensive. Half of the group's members accused Brown &
Toland Medical Group of redlining them because they were gay and
treated AIDS patients. One of the seven physicians who brought
allegations against Brown & Toland said that "The half of the
group that got into Brown & Toland will slowly transition over
patients and the rest of us will have to survive on what we have.
We're still in the San Francisco [independent practice
association], so that's our major access to patients." Seven
doctors were the subject of a hearing in May by the city's Public
Health and Environment Committee. The committee was seeking to
learn why Brown & Toland "snubbed" the doctors, who care for 90
percent of the AIDS patients at the Davis Campus of California
Pacific Medical Center, while giving applications to seven
heterosexual doctors in the same medical group.  Meanwhile, the
Federal Trade Commission is keep a watch on the 1,200 doctor
group to be certain it does not become a monopoly. With the
Davies Medical Group bankrupt, that issue will undoubtedly be
revisited. (ABI 29-June-99)

DOW CORNING: $3.2 Billion Over the Next 15 Years
The Detroit Free Press reports on June 28, 1999 that the Dow
Corning breast implant settlement plan provides $3.2 billion to
patients and creditors over the next 15 years. It includes:

$2,000 for each claim of disease from silicone gel breast
implants for those who want to settle in the first three years.

$5,000 for each implant removal surgery and $20,000 for each
ruptured implant.

$10,000 to $250,000 for damages to each woman with the most
serious, documented medical conditions.

Women have 15 years to file a disease claim; 10 years to file a
claim for implant removal, and two years to file a rupture claim.
Women who have implants that contain Dow Corning gel but are made
by other manufacturers may qualify for payments up to 40 percent
of limits defined in the plan.

Other patients with Dow Corning silicone devices other than
breast implants may qualify for an expedited or subsequent
payments of as much as $10,000. Patients can choose to reject the
amounts and seek a jury trial. If a judge approves the plan,
claimants will receive forms in the mail in which they
must state whether they plan to settle or seek a trial.

Final procedures have not been worked out for those who want a

The U.S. Bankruptcy Court information line is 800-651-7030
anytime.  Beginning today, the line will contain recorded
information about the case.  Information also is available at the
case's Tort Claimants Committee Web site at or
at Dow Corning's Web site at

EUROWEB INTERNATIONAL: Czech Internet Service Provider Purchased
Euroweb International Corporation purchased from Mr. Richard Koza
and his wife Lucie Kozova, their participation interests
representing 100% ownership in Luko Czech Net s.r.o., a Czech
limited liability company providing Internet service primarily to
businesses located in Prague and other major cities in the Czech
Republic. Euroweb paid for the participation interests: USD
$900,000 (nine hundred thousand US Dollars); and 450,000 (four
hundred and fifty thousand) shares of its common stock; and
additional shares of the company's common stock to be issued to
the husband and wife couple when the shares designated above are
registered, calculated to ensure that at that point, the value of
the shares in the couple issued in accordance with the agreement
amounts to USD $900,000 (nine hundred thousand US Dollars),
market value.

H SQUARED LLC: Case Summary & 20 Largest Creditors
Debtor:  H Squared LLC
         1209 Orange Street
         Wilmington, Delaware

Type of business: Holding Company

Subsidiary Companies: Housing Retailer Holdings, Inc. (Reports
                      $3.6 million fixed, liquidated, secured
                       debt) and    
                      Ted Parker Home Sales, Inc.

Court: District of Delaware

Case No.: 99-8550    Filed: 06/20/99    Chapter: 11

Debtor's Counsel:  
Norman L. Pernick
Saul, Ewing, Remick & Saul LLP
222 Delaware Avenue
PO Box 1266
Wilmington, Delaware 19899                  

Total Assets:            unknown
Total Liabilities:       $600,000

20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
Ardhouse, LLC $300,000
GE Investment Private $300,000                     

HECHINGER: Employees Claim Broken Promises on Severance Pay
Four months ago Hechinger Co., Largo, Md., promised severance
packages and vacation pay to thousands of employees at 34 stores
that were closing, and in return, those employees would work
through the liquidation sales, The Washington Post reported.
Earlier this month, the company filed chapter 11 and said it is
now "legally prohibited from making the severance and...vacation
payments." Those employees now join Black & Decker Corp. and
General Electric Co. in a long list of creditors. Employees say
they are infuriated and argue that corporate officials took
advantage of them. They are considering a class action lawsuit.
The Illinois Department of Labor is now investigating Hechinger's
actions and collecting workers' wage claims forms. Sixteen stores
were closed in Illinois. An attorney for some of the employees
said that they missed chances for other jobs for the Hechinger
incentives and that they are optimistic about forcing Hechinger
to honor the agreements. The company did not make the same
promise to other workers when it announced it would close 89
additional stores. (ABI 29-June-99)

INTILE DESIGNS: Files Chapter 11
Intile Designs Inc., Houston, announced that it filed for chapter
11 protection in May because of its inability to complete a
refinancing of its secured debts, according to a newswire report.
Intile, a specialty retailer and distribution company of tile to
the residential, commercial and architectural markets, plans to
continue negotiations with potential investors and to complete
its reorganization plan. (ABI 29-June-99)

LIBERTY HOUSE: Objections to JMB Plan
Liberty House, Inc. and the Independent Board of Directors of
Liberty House Inc. object to the proposed Disclosure Statement
filed by Equity Holders, JMB Realty Corporation and Pacific Lease
Finance LLC.

The debtor and Board contest both the adequacy of the Disclosure
Statement as well as the confirmability of the plan.  They object
to the failure to address feasibility and confirmation issues
which arise as a result of the IRS priority tax claim in the
amount of $138 million.  They also question the substantial
contribution claim of JMB for $2.5 million. The debtors and the
Board also object to both options for the treatment of the Banks,
claiming that in all cases JMB provides itself with the
beneficial recoveries. In addition, the JMB Disclosure Statement
fails to provide information, including the composition of
Reorganized Liberty House's management team, officers and
directors, descriptions of potential litigation and JMB's ability
to prosecute or dismiss such potential claims and causes of
action and any meaningful disclosure relating to the IRS Claim,
JMB's ability to confirm the JMB plan prior to the ultimate
resolution of the allowability and amount of the IRS claim, and
Northbrook's creditworthiness as an indemnitor for liability
imposed on Liberty House resulting from the allowance of the IRS
claim.  The debtor and the Board also object to the fact that the
Disclosure Statement fails to disclose that the Litigation Trust
may not yield any recovery, and it fails to describe in any
detail the terms and conditions of JMB's proposed
postconfirmation working capital facility.

The United States Of America also objects to the treatment of the
allowed federal priority tax claims in the Disclosures Statement.
The USA points out that the Disclosure Statement is completely
silent as to how and when it will be determined that the
aggregate amount of priority tax claims shall be $3 million or

The Official Committee of Unsecured Creditors of the debtor also
filed an objection to the Disclosure Statement.  The Committee
has objections to the plan in its entirety.  The Committee
believes that one of the greatest harms resulting from JMB's
formulations is the creation of significant overleveraging of the
reorganized debtor well beyond its reasonable future debt
capacity.  Specifically, with respect to the Disclosure
Statement, the Committee states that the projected value for the
reorganized debtor is $252 million, yet there is no method
described in determining this value.

LIBERTY HOUSE: Objections to Creditors' Disclosure Statement
The debtor and the Independent Board object to the first amended
Disclosure Statement of the institutional lenders and statutory
committee of unsecured creditors.

The debtor claims that the treatment of the allowed federal
priority tax claims violates the Bankruptcy Code and is
inadequately described.  The creditors' plan purports to leaves
the IRS claim "unimpaired", however that term should not apply to
federal tax claims.

The Creditors' Plan, according to the debtor and the Board seems
to rely upon the inclusion in the priority tax claims escrow of
rights of the debtors under the tax sharing agreement as a source
of additional value to satisfy the IRS claim.  But this provision
of the Creditors' Plan does not grant the IRS any rights it
doesn't already have. In reality, the debtor and Board say that
the creditors' plan proposes to transform all of the IRS's rights
against Liberty House into a right to recover no more than $3
million from Liberty House.

The debtor states that the creditors' Disclosure Statement does
not disclose the potential insider status of the institutional
lenders and their agent, and does not disclose the substance of
claims, defenses and avoiding power actions purportedly released
by the creditors' plan.  The debtor and Board claim that the
Disclosure Statement imposes an unacceptably late deadline for a
cramdown demand, and provides inaccurate disclosure concerning
priority claims.

THE USA also objects to the Disclosure Statement of institutional
lenders and the statutory committee of unsecured creditors
stating that insufficient information is provided regarding the
treatment of the priority tax claims.  The USA also states that
the liquidation analysis is incomplete, and the fact that the
lenders show a net estimated amount available for the creditors
of $153,840,000 compared to JMB's $261 million should be

LIVENT (US): Deadline For Filing Proofs of Claim
The debtors, Livent (U.S.) Inc., et al., filed a notice of
deadline for the filing of proofs of claim.  Each proof of claim
form must be filed so as received prior to 5:00 PM New York time,
July 21, 1999.

LLOYD'S SHOPPING CENTERS: Seeks Extension of Exclusivity
The debtor, Lloyd's Shopping Centers, Inc. seeks an extension of
approximately 60 days of the Exclusivity Period through September
10, 1999 and of the Acceptance Period through November 12, 1999.  
The debtor intends to file a liquidating plan of reorganization.
The debtor anticipates that the committee will play a significant
role in the process of developing a liquidating plan, although
the Committee has just recently been appointed.

MAIDENFORM: Seeks Approval of Exit Financing
The debtor, Maidenform Worldwide, Inc., et al. seeks an order
authorizing the debtors to enter into a commitment letter for an
exit financing facility with General Electric Capital Corporation
and to pay fees and expenses.

The Commitment Letter for the financing provides a secured
revolving credit facility for up to $60 million, including a $10
million letter of credit sub-facility for a term of 36 months.  

MAXIM GROUP: Fiscal 1999 Audit Incomplete; Causes Late Filing
The quarterly report for the quarter ended May 8, 1999 of The
Maxim Group, Inc. will not be filed on time because the company
reports that its audited financial statements for the year ended
January 31, 1999 have not yet been completed.  Preparation of
financial statements for the first quarter ended May 8, 1999
requires completion of the fiscal 1999 audit. The company
states that its quarterly report for the quarter ended May 8,
1999 will be filed with the SEC immediately following the filing
by the company of its fiscal 1999 annual report.

Maxim Group expects to report a substantial increase in revenues
for the quarter ended May 8, 1999 as compared to the comparable
prior year period. The company also expects to report a decrease
in net income for the quarter ended May 8, 1999 as compared to
the prior year period. The revenue increase for the quarter ended
May 8, 1999 resulted principally from the acquisition of the
retail store assets of Shaw Industries, Inc. subsequent
to the prior year quarter. Definitive results of operations
for the quarter ended May 8, 1999 are not yet available due to
the delay in the completion of the fiscal 1999 audit.

MEDPARTNERS: Stipulation To Appoint Examiner
The debtors, the Official Committee of Unsecured Creditors and
the State of California entered into a Stipulation for the
appointment of an Examiner.  An Examiner would be appointed with
statutory powers and with certain limited expanded powers
including the power to approve or disapprove disbursements of the
debtor and supervisory oversight of the debtor's operations.  The
Examiner would also be authorized to exercise oversight authority
concerning the interests, assets and operations of MedPartners
and its direct or indirect subsidiaries related to their
management of the non-medical operations of capitated providers
in the MPN Network in the state of California other than MPN to
the extent consented to by MedPartners, in order to allow the
Examiner to perform the duties specified in a certain Operations
and Settlement Agreement.  

After the Effective Date of the Agreement the Examiner would
remain in place but without power to approve or disapprove

MOBILE ENERGY: Order Authorizing Use of Cash Collateral
The Bankruptcy Court for the Southern District of Alabama entered
an order authorizing the debtors to use cash collateral during
the period of June 17, 1999 through and including December 31,
1999 in accordance with the Budget.

On or before June 30, 1999, the debtors shall pay to Bankers
Trust as collateral agent under the Intercreditor Agreement the
sum of $2.9 million. On or before January 15, 2000, the debtors
shall pay to the collateral Agent $3.6 million of the debtors'
retained cash.

NORD RESOURCES: Acquires Copper Mine In Arizona
On June 9, 1999, Nord Resources Corporation announced that it has
acquired the Johnson Camp Mine, Cochise County, Arizona, which is
currently being operated on a maintenance basis.  To acquire the
property, Nord issued 1.6 million shares of its common stock to
Summo Minerals Corporation in exchange for Summo's proprietary
data and purchase rights, and Nord completed the purchase of the
Johnson Camp Mine from Arimetco, Inc. for the price of $1.86
million, $310,000 of which was paid on closing and the remainder
payable in annual installments over three years.  Since 1975 the
Johnson Camp Mine has produced over 150 million pounds of cathode
copper from open pit mining, heap leaching and solvent
extraction-electrowinning processing of oxide ores.  Although
significant reserves remain, mining operations ceased in
1997.  Heap leaching continues and the mine is producing 1 to 2
million pounds of copper annually.

A detailed feasibility study to restart the Johnson Camp Mine was
completed in April 1999 by an experienced independent engineering
firm.  The feasibility study demonstrates that the mine could
produce cathode copper at an average cash cost of $0.53/lb. for
the first six years of operation.  Production capacity would be
18.9 million pounds per annum.  Life-of-mine capital costs are
estimated to be $15.3 million including acquisition costs and
working capital.  Proven and probable oxide reserves would allow
for operation at full capacity for a minimum of ten years.  
Exploration targets remain to be drilled which could expand oxide
reserves significantly.  Additionally, the property contains
potential for discovery of a major porphyry copper sulfide
deposit underlying the oxide mineralization.

The Johnson Camp property is located in southeastern Arizona 65
miles east of Tucson and totals 2,723 acres consisting of
patented and unpatented mining claims and fee simple lands.  The
existing facilities include a 4,000-gpm solvent extraction plant,
a tank farm, a 52,000 ppd capacity electrowinning plant with 74
electrowinning cells, four solution storage ponds with a capacity
of eight million gallons, a truck shop, core storage building,
administrative and engineering office and warehouse, laboratory,
plant mechanical shop, a crusher station dump pocket and adjacent
fuel storage tanks, and various other equipment.

Under an arrangement with the company's affiliate, Nord Pacific
Limited, which operates a SX-EW copper mine in Australia and was
instrumental in identifying and assessing the Johnson Camp
opportunity, Nord Pacific will participate in management of the
Johnson Camp Mine and will be entitled to 20% of cash flow after
Nord Resources has fully recovered its past and future investment
in the property.

Dr. Pierce Carson, CEO, stated that the Johnson Camp Mine
represented an excellent opportunity for the company to acquire,
under favorable terms, a fully engineered and permitted SX-EW
copper mine in the United States.  At higher copper prices, the
mine could be returned to production quickly, at the annual rate
of 18.9 million pounds of cathode copper and would be
capable of generating significant cash flow.  Conversion of
current drill-indicated resources into reserves would allow for
low-cost expansion of the existing facility to produce over 40
million pounds of cathode copper annually.  Furthermore, the
upside exploration potential could lead eventually to discovery
of a major porphyry copper deposit.

Nord Resources Corporation owns a 50% interest in Sierra Rutile
Limited, a West African rutile (titanium dioxide) mine shut down
since 1995.  The company also owns a 28.5% interest in Nord
Pacific Limited; Toronto: a diversified international resource
company engaged in the production of copper and the exploration
for and development of base and precious metals and strategic
minerals including copper, gold, silver, nickel and cobalt.
Nord Pacific's activities are located in Australia, Papua New
Guinea, Mexico, Canada and the United States.

NUCENTRIX BROADBAND: Stock Offer, Prospectus Describes Risks
On June 17, 1999, Nucentrix Broadband Networks, Inc., filed a
"Shelf" Registration Statement with the Securities and Exchange
Commission registering the offer and sale of shares of its common
stock by certain of its stockholders who acquired shares of
common stock under Nucentrix's Plan of Reorganization under
Chapter 11 of the United States Bankruptcy Code, which became
effective on April 1, 1999. As of the date of this current report
the Registration Statement has not been declared effective by the

The value of an investment in Nucentrix will be subject to the
significant risks inherent in its type of business.  The company
is quick to point out that it is pursuing a new business that it
has not previously operated. In keeping with the requirement to
divulge inherent risk the company further states that it may not
be able to successfully  implement its business strategy or
correct its history of losses.  Further, it may not be able to
obtain the additional financing necessary to implement its
business strategy on terms and conditions satisfactory to the

For complete, in-depth analysis of the stock proposal and the
risks involved go to
edgar?0000950134-99-005617 on the Internet, free of charge.

ORANGE COUNTY: Grand Jury Supports Recovery Plan
Last week a 1998-1999 Orange Country, California grand jury
issued a report commending the county's Board of Supervisors for
its debt management policies and recovery plans initiated after
the December 1994 chapter 9 bankruptcy, according to Reuters. The
grand jury had hired an accounting firm to provide an independent
review and analysis of the country's financial planning
to assess the impact on taxpayers in the future. The grand jury
found the plan is very thorough. Orange County filed chapter 9
after its investment pool suffered losses of more than $1.6
billion.  It emerged from bankruptcy in 1996. (ABI 29-June-99)

OWENS CORNING: Supreme Court Upset: Class Settlement Thrown Out
Owens Corning, on June 23, 1999, announced that the United States
Supreme Court overturned the global class settlement of all
asbestos personal injury claims against its wholly owned
subsidiary, Fibreboard Corporation.

While the Court returned the case to the lower courts for further
proceedings, it appears unlikely that the settlement can overcome
the many hurdles for approving a limited-fund class as set forth
by the Court's opinion.

If, as expected, the global class settlement is finally
disapproved, Fibreboard's insurance settlement will become
effective.  Under the insurance settlement, which received final
Court approval in 1997, Fibreboard will receive an insurance
settlement of approximately $1.9 billion, which will be used to
resolve Fibreboard's asbestos claims.

"To plan for this possible outcome, we included Fibreboard in the
Owens Corning National Settlement Program," said Glen H. Hiner,
chairman and chief executive officer.  "The NSP provides for the
resolution of the vast majority of pending and future Fibreboard
claims, as well as Owens Corning claims."

Owens Corning and Fibreboard have negotiated long-term agreements
with more than 80 plaintiffs' firms that provide for resolution
of pending Owens Corning and Fibreboard cases and establish a
case processing arrangement to resolve future claims without
litigation.  The Fibreboard portions of those agreements are
contingent on the class action settlement being finally

More than 100,000 asbestos claims pending against Fibreboard
could be resolved under the National Settlement Program.  Payment
of these claims would be made over the next five years, with most
payments occurring in 1999 through 2001.

Owens Corning announced its National Settlement Program in
December 1998 and said it signed agreements with more than 50 law
firms resolving more than 176,000 asbestos cases pending against
the company.  Since then, more plaintiff law firms have signed
agreements with the company, bringing the total of participating
law firms to more than 80.  The total number of resolved cases is
now more than 188,000.

During 1993, Fibreboard, its insurers and representatives of a
class of future asbestos plaintiffs, entered into a global
settlement.  Under this settlement, Fibreboard would have been
protected by an injunction from personal injury claims and would
have had no further asbestos personal injury liabilities.

On July 26, 1996, the United States Court of Appeals (Fifth
Circuit) affirmed the global settlement by a majority decision.  
Opposing parties appealed the decision on June 27, 1997 to the
Supreme Court.  The Supreme Court granted the petition, vacated
the Fifth Circuit's decision and remanded the case to the Fifth
Circuit Court for further consideration.  On January 27, 1998, a
panel of the Fifth Circuit Court reaffirmed its prior
decision by a majority vote, again approving the global
settlement.  The Supreme Court again granted certiorari, and an
oral argument was held on December 8, 1998.

Owens Corning is a world leader in building materials and glass
fiber composites systems.  The company had 1998 sales of $5
billion and employs approximately 20,000 worldwide.

PARAGON TRADE: The Rap on Paragon's De-Listing
On Monday, June 28, 1999, the Contra Costa Newspapers reports
Paragon Trade Brands was once a high-flying stock, one of the big
Merrill underwritings, embraced and beloved by the firm's
research department during the early 1990s.

This week PTB got delisted, a victim of so many woes that it is
worth it to spell them out to remind us, once again, how stocks
can be incredibly dangerous to own.

You owned it, you got wiped out.

That's a nasty fall from its incredibly successful IPO in January
of 1993, and its subsequent run to 35 during the generic heyday.

Paragon was once attractive to portfolio managers, who were
attracted by its potential for high-profit margins; Paragon was
not saddled with the massive promotional or research costs of the
major companies that dominate their industries. Plus, generics do
great in a slow economy, which was supposed to happen sometime in
the 1990s, but alas, never did.

Paragon used to pride itself on how its products were just as
good as those made by the major brands. There was only one
problem with PTB's strategy of imitating the majors with
their wares. Procter & Gamble (PG:NYSE) didn't like it. And P & G
is a great company, not easily trifled with. P & G, which spends
millions on research and patents and on the science of making and
manufacturing great products, hated the fact that everything it
did was simply knocked off by Paragon Trade Brands.

At first it tried a big price war that, when coinciding with
skyrocketing raw costs for diaper materials, led to some serious
knocks to earnings. P & G also tried, unsuccessfully, to get PTB
to license its patents.

But then it sued PTB for patent violations. When P & G sued,
every analyst told investors not to worry about the lawsuit. They
told them these suits happen all of the time, that they are a
hazard of the generic business and they are always settled or go
away. This one wasn't settled. It didn't go away. And last year
P & G won a huge judgment against PTB with liability up to as
much as $200 million.

PTB appealed immediately. But it also filed for Chapter 11. The
stock got hammered 50 percent on the news but stayed trading.
P & G, again, not to be messed with, was prepared to place liens
on the company and PTB said it had no choice but to be protected
by the bankruptcy laws.

When this filing happened, lots of smart value buyers told me
that it was all just legal artifice and a great buying
opportunity. But the stock never came back and has now ceased to

So often when a company gets hit by a lawsuit, we think it is a
giant buying opportunity. We think that way because in the 1980s,
we saw huge lawsuits against Union Carbide (UK:NYSE) (Bhopal) and
Texaco (TX:NYSE) (Pennzoil) create incredibly depressed

This time a lawsuit judgment created a depressed security that
never bounced back. Paragon, the great knock-off play, got
knocked out. And, after this week, the shareholders are down for
the count.

PENN TRAFFIC: Announces Emergence From Chapter 11
June 29, 1999--The Penn Traffic Company (OTC:PETRV) announced
that it has officially emerged from the Chapter 11 process. The
Company said that its Joint Plan of Reorganization, which the
U.S. Bankruptcy Court in Delaware confirmed on May 27, 1999,
became effective today. The restructuring has canceled all of
Penn Traffic's formerly outstanding $ 1.13 billion of senior and
subordinated notes. In connection with the restructuring, the
Company's formerly outstanding senior notes are being exchanged
for $ 100 million of new senior notes and 19,000,000
shares of new common stock. The Company's formerly outstanding
senior subordinated notes are being exchanged for 1,000,000
shares of new common stock and six-year warrants to purchase
1,000,000 shares of new common stock having an exercise price of
$ 18.30 per share. In addition, Penn Traffic's stockholders will
receive one share of new common stock for each 100 shares of
common stock held by them immediately prior to the restructuring,
for a total of 106,955 new shares. The new shares of common
stock and the new warrants issued will initially be traded on the
OTC Bulletin Board under the symbols "PETRV" and "PETWV,"
respectively.  The Company has pending an application for listing
the new common stock and warrants on the Nasdaq National Market
System. The Company also announced that it has entered into a new
$ 320 million secured credit agreement with a bank group led by
Fleet Capital Corporation, as agent.  The credit facility
currently has more than $ 100 million in unused borrowing

The Penn Traffic Company operates 213 supermarkets in
Pennsylvania, upstate New York, Ohio and West Virginia under the
"Big Bear," "Big Bear Plus," "Bi-Lo Foods," "P&C Foods," and
"Quality Markets" trade names. Penn Traffic also operates
wholesale food distribution businesses serving 93 licensed
franchises and 75 independent operators.

PHILIP SERVICES: Court Grants First Day Orders
Philip Services Corp., Hamilton, Ontario, announced that the
Bankruptcy Court for the District of Delaware has granted first
day orders, allowing the company to continue to meeting ongoing
obligations to employees and pre-petition trade suppliers,
according to a newswire report. The court also confirmed Philip's
access to proceeds remaining from the prior sale of non-core
assets of more than US$40 million. Philip has negotiated a US$100
million debtor-in-possession facility through Bankers Trust and
the Canadian Imperial Bank of Commerce. The court also approved
an expedited reorganization, and a confirmation hearing has been
scheduled for October 13. (ABI 29-June-99)

RENAISSANCE COSMETICS: Seeks Approval of Auction Procedures
The debtors, Renaissance Cosmetics, Inc. and its debtor
affiliates seek approval of certain auction procedures in
connection with the proposed sale by the debtors of substantially
all of their assets.  The Auction will be conducted at the
offices of Morris, Nichols, Arsht & Tunnell, 1201 North Market
Street, 18th floor, Wilmington Delaware on June 29, 1999 at 10:00
AM. The court has scheduled a hearing for July 1, 1999 at 9:30 AM
to consider entering an order authorizing and approving the sale.  
The auction procedures include provisions for a stalking horse
bidder, but no named bidder is provided in the procedures.

SGL CARBON: Creditors Seek Relief From Stay
Bayou Steel Corporation and 28 different Ferromin claimants seek
relief from the automatic stay to continue with civil antitrust
litigation against SGL Carbon Corporation, defendant.  Both Bayou
and the Ferromin claimants own and operate steel "mini-mills".  
Both Bayou and the Ferromin claimants purchased large quantities
of carbon graphite electrodes from companies who, along with the
debtor, conspired in violation of the Sherman Act to fix prices
and allocate market share.  As a co-conspirator, debtor SGL
Carbon is jointly and severally liable with its co-conspirators
to Bayou for the amount of overcharge Bayou paid for carbon
electrode purchases, trebled, plus attorneys' fees.

SOUTHERN PACIFIC FUNDING: Seeks Approval of Settlement Agreement
The debtor, Southern Pacific Funding Corporation ("SPFC") filed a
motion to approve a settlement agreement between the debtor,
Norwest Bank Minnesota, NA, The Goldman Sachs Group, Inc. and
MBIA Insurance Corporation.  

The agreement is with respect to Southern Pacific Secured Assets
Corp. Mortgage Asset-Backed Pass-Through Certificates Series
1996-4, Series 1997-1, Series 1997-3, Series 1997-4, Series 1998-
1, and Series 1998-2.

Norwest believes that the Settlement Agreement is in the best
interest of the holders of the Senior Certificates,
notwithstanding the fact that such holders are not receiving the
same treatment under the Settlement Agreement that would be
afforded such holders if Norwest were to prevail on its claims
against SPFC.

The following is a brief summary of some of the significant
economic terms of the Settlement Agreement.

1. SPFC will repurchase certain mortgage loans with critical
document deficiencies that cannot be cured.

2. The Pooling and Servicing Agreements will be amended to permit
delivery of a copy of a mortgage note with a lost not affidavit
in form acceptable to Norwest in lieu of delivery of the original
note and will allow, in lieu of recording assignments to the
trust, the delivery of an opinion of counsel that such
recordation is not necessary where allowable.

3. Reorganized SPFC will be required to cover losses on certain
of the Mortgage Loans that are incurred due to the inability to
foreclose thereon due to document deficiencies to the extent that
such losses are not otherwise covered by the related credit
support provided by excess cashflow or over-collateralization,
which are part of each Trust.  This obligation is limited to a
total of $6.7 million.

4. The liquidating trust to be established under the plan must
repurchase the Phantom Loans for the original purchase price.  
SPFC will be required to pay $3,278,768. to repurchase those

STARTER CORP: Authorization To Use Cash Collateral
The debtors, Starter Corporation, et al. intend to extend the use
of cash collateral beyond June 25, 1999 consistent with the terms
of the order and a revised cash collateral budget, which shall be
filed with the court on or before June 25, 1999.  A hearing will
be held on June 25, 1999 at 3:30 PM before the Honorable Peter J.
Walsh, US Bankruptcy Court for the District of Delaware on an
extension of the debtors' use of cash collateral beyond June 25,

TRANS ENERGY: Plans Conversion Of $4 Million Plus In Debentures
Of the 31,040,000 shares of common stock, of Trans Energy, Inc.,
a Nevada corporation, an estimated 30,040,000 shares are being  
offered by certain selling security holders, which are issuable
upon conversion by the selling security holders of $4,625,400 in
principal amount of 8% Secured Convertible Debentures Due March
31, 1999.  Holders of the Debentures shall have the option to
convert the principal amount of their Debenture, or any portion
of the principal amount which is at least $10,000, into shares of
Trans Energy common stock at a conversion price for each share
equal to the lower of seventy percent (70%) of the market price
of the company's common stock averaged over the five trading days
prior to the date of conversion, or the market price on the
issuance date of the Debentures.  As of June 17, 1999, the
closing market price of the company's common stock was $.25.  
Assuming the market price at the time of conversion is $.22, a
total of approximately 30,040,000 shares of common stock would be
issuable upon conversion of the Debentures.

Trans Energy will not receive any proceeds from the sale of
common stock by the selling security holders.  Upon conversion of
the remaining balance of the Debentures, the company will have
benefited from the cessation of its indebtedness represented by
the Debentures in the amount of $4,625,400. Trans Energy will
bear all costs relating to the registration of the common stock,
which are estimated to be approximately $50,000.

It is anticipated that the selling security holders will offer
such shares of common stock from time to time in market
transactions at the then prevailing market price and terms, or in
negotiated transactions or otherwise, and without the payment of
any underwriting discount or commission, except for usual and
customary selling commissions paid to brokers or dealers.  The
selling security holders also may sell such shares of common
stock from time to time, as might be permitted under Rule 144 of
the Securities Act.  All expenses associated with the sale of
shares of common stock by the selling security holders will be
paid by the selling security holders.

An additional 1,000,000 shares of authorized but previously
unissued common stock will be offered from time to time by Trans
Energy.  The company will offer these shares to the public at
such time as the prevailing market conditions are considered

Trans Energy is primarily engaged in the transportation,
marketing and production of natural gas and oil, and also oil and
gas exploration and development activities.   It owns and
operates oil and gas wells in West Virginia and Wyoming and also
owns and operates gas transmission lines located in West
Virginia.  During the past three years, the company has engaged
in limited developmental drilling and no exploratory drilling.  
Trans Energy has operated primarily in the Appalachian Basin in
Northwestern West Virginia and also in the Powder River Basin in

The company has incurred operating losses for the years ended
December 31, 1998, 1997 and 1996 and net operating losses during
each of these periods.  The company's management has stressed the
need of debt and equity financing and increases in operating
revenues from new developments in order to continue as a going

UNITED COMPANIES: Creditrust Walks Away From Deal
After Creditrust Corp. walked away from its agreement to buy
United Cos. Financial Corp.'s bank unit for $2.3 million, United
Cos. has asked the court for authorization to abandon the
bank charter to the Office of the Comptroller of the Currency in
order to avoid losses of about $15,000 per month. Creditrust
Corp. agreed on May 18 to acquire United Credit Card Bank
N.A. from United Cos., subject to the approval of the court and
the OCC. Based upon "several circumstances," Creditrust
terminated the agreement on May 24, United Cos. revealed in a
June 17 motion. While it had hoped that a deal would be reached
with Creditrust or any other interested party, United Cos. said:
"The recent withdrawal of Creditrust from the sale transaction,
however, has left UCCI with no further viable options for the
sale of UCCB." If it were to retain the bank charter and continue
to operate the bank as required by the OCC, United Cos. would
continue to suffer financial losses of about $15,000 per month.
The Daily Bankruptcy Review and ABI Copyright (c) June 29, 1999
The Meetings, Conferences and Seminars column appears in the TCR
each Tuesday.  Submissions via e-mail to
are encouraged.  Bond pricing, appearing in each Friday edition
of the TCR, is provided by DLS Capital Partners, Dallas, Texas.

UNITED COMPANIES: Order Approves Lead Counsel for Equity
The US Bankruptcy Court for the District of Delaware entered an
order authorizing the Equity Committee to retain the law firm of
Long Aldridge & Norman.

URANIUM RESOURCES: Ten Million Additional Stock Shares Authorized
On June 18, 1999, the stockholders of Uranium Resources, Inc.
approved an amendment to the company's Certificate of
Incorporation to increase the number of shares of authorized
common stock from 25,000,000 to 35,000,000. The Certificate of
Amendment of Restated Certificate of Incorporation was filed with
the State of Delaware on June 22, 1999.

WIRELESS ONE: Interim Order Authorizing Reimbursement Obligations
The Honorable Peter J. Walsh entered an order on June 17, 1999
authorizing the debtor to incur reimbursement obligations in
connection with the renewal, restatement and extension of certain
letters of credit already outstanding, authorizing the debtor to
continue to pledge collateral already pledged to secure
reimbursement obligations in connection with certain letters of
credit and authorizing and approving the payment of a fee in
connection with the extension of one of the letters of credit and
scheduling a hearing to consider final approval on July 6, 1999
at 4:00 PM.

The Bank is granted valid and perfected first priority security
interests in, and liens upon all the CD's already pledged to the
Bank under the Existing Security Agreements associated with the
renewal, restatement and extensions of the existing Letters of
Credit and associated Existing Security Agreements.

The amounts of the Letters of Credit total about $500,000.

WORLDCORP INC: Seeks Authority To Use Certain Cash Collateral
The debtor, Worldcorp, Inc. seeks court authority to use up to
$300,000 of cash collateral of World Airways Inc. to pay
administrative costs of Chapter 11 and the debtor's operating

Through June 14, 1999, the debtor has sold 182,700 InteliData
shares of common stock for net proceeds of $773,220.  These
proceeds have been deposited in a separate account in the
debtor's name but, pursuant to the InteliData Sales Order,
constitute cash collateral of Airways.  In addition, the World
Airways Loan continues to be secured by 1.5 million InteliData
shares worth about $2 million as well as by 350,000 shares of
World Airway stock.  Thus the collateral securing the
WorldAirways Loan is worth at least twice as much as the
outstanding balance of the loan even without taking into
consideration the cash collateral.  The debtors' ordinary course
operating expenses are about $70,000 per month.


The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to 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.,
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Debra Brennan, Yvonne L. Metzler and Lexy Mueller, Editors.
Copyright 1999. All rights reserved.  ISSN 1520-9474.  

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