TCR_Public/990719.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
         Monday, July 19, 1999, Vol. 3, No. 136                                              

ADVANTICA RESTAURANT: Registers Stock For Selling Shareholder
ASC EAST INC: Agreement Signed To Invest $150 Million In Company
CHASTAIN CAPITAL: Capital Group Report No Beneficial Ownership
CONXUS COMMUNICATIONS: Court Authorizes Bear, Stearns
CRESCENT PUBLIC: Seeks Additional Time To File Schedules

DISCOVERY ZONE: Seeks Authority To Retain Belfint Lyons & Shuman
FEDCO: Total Liquidation Will Offer Tremendous Discounts
GOLDEN BOOKS: Note Exchange Pending Confirmation Of Plan
IMAGYN MEDICAL: Seeks Order To Amend Headquarters Lease
IRIDIUM: Delays Payment of $90 Million

IRIDIUM: Motorola Hopes For Restructure
IWG SERVICES: Texas Investors File Involuntary Petition
LAMONTS APPAREL: Troutman Has Potential 59.07% Ownership
LIVENT: Seeks Authorization to Settle Certain Claims
LOEHMANNS INC. Seligman & Co. No Longer Beneficial Owners

LOEHMANN'S INC: Seeks Implementation of Management Retention Plan
LOEHMANN'S INC: Seeks Approval of Bidding Procedures
MONTGOMERY WARD: Confirmation Hearing Held July 15, 1999
MONTGOMERY WARD: Statement of Income For Fiscal Month
NATIONSWAY: Creditor Panel Seeks Stay To Appeal Cash Use Order

NEWSTAR RESOURCES: Announces TSE Suspension
PAYLESS CASHWAYS: Better Pricing Causes Net Increase
PITTSBURGH PENGUINS: Lemieux Bid Goes into Overtime
PLUMA INC: Order Authorizes Post-Petition Financing
QUALITECH: Objection to Credit Bid By Secured Senior Lenders

TELEPAD CORP: Seeks Order Granting Extension of Exclusivity
THE COSMETIC CENTER: Seeks Order Approving Bidding Procedures
WELCOME HOME: Issues 500,000 Shares of New Common Stock
WORLDCORP INC: Seeks Approval of Settlement
ZENITH ELECTRONICS: Prepackaged Plan Would Cancel Stock

ADVANTICA RESTAURANT: Registers Stock For Selling Shareholder
Advantica Restaurant Group Inc. has recently registered stock and
identified a selling security holder in a Prospectus.  The
selling shareholder may offer and sell all of the shares of
common stock of Advantica Restaurant Group, Inc. from time to
time. The company previously issued shares under a Chapter 11
joint plan of reorganization of the company's predecessors,
Flagstar Companies, Inc. and Flagstar Corporation.
That plan of reorganization and the issuance of the shares dealt
with in the Prospectus became effective on January 7, 1998. The
company says it will not receive any proceeds from the sale of
these shares and does not know when the proposed sale of the
shares by the selling security holder will occur.

ASC EAST INC: Agreement Signed To Invest $150 Million In Company
On July 12, 1999, American Skiing Company announced that Oak Hill
Capital Partners, L.P., a private equity investment group, has
signed a definitive agreement to purchase $150 million of
convertible preferred stock in American Skiing Company.  Proceeds
from the transaction will be used to reduce indebtedness and
provide ASC significant capital to continue pursuing its growth  
plans,  including the development of its resort villages.

"This investment stabilizes our capital structure and provides
the company with substantial liquidity," said Leslie B. Otten,  
Chairman  and Chief Executive Officer of American Skiing  
Company.  "The company can now take advantage of the substantial  
growth  opportunities  created  over  the last  several  years  
by capitalizing on our strong resort brands and our ownership of
prime  development properties  at these  resorts.  We could
not have  asked  for a better  or more capable  partner  than
Oak Hill and we believe  this  strategy  with an enhanced capital
base will deliver significant value to our shareholders."

Following the close of the transaction, Oak Hill Capital's  
investment will represent  a 48.5%  stake in the  company  on a
fully  diluted  basis, becoming American Skiing Company's largest
single shareholder.  American Skiing Company's senior management
will control 26.7% in the restructured entity.

Steven B. Gruber, Managing Partner of Oak Hill Capital Partners
said, "We see very exciting opportunities for American Skiing
Company, given its exceptional resort assets, its strong  
management  team and its high quality  development properties.  
We hope that the coupling of these fundamental strengths with our
strategic guidance and financial resources will enhance  American  
Skiing's leadership  position  within the industry and its
financial profile  within the investment community."

The transaction, which is subject to regulatory approvals and
consents from the company's senior lenders, subordinated bond  
holders  and  preferred  equity holders, is expected to close
before the end of August.

Headquartered in Newry, Maine, American Skiing Company is the
largest operator of alpine ski, snowboard and golf resorts in the
United States.  Its resorts include Steamboat in Colorado;  
Killington, Mount Snow and Sugarbush in Vermont; Sunday River and  
Sugarloaf/USA  in Maine; Attitash Bear Peak in New Hampshire; The
Canyons in Utah; and Heavenly in California/Nevada.

Oak Hill Capital Partners, L.P. is a $1.6 billion private equity
partnership founded by Robert M. Bass and his team of investment
professionals.  Oak Hill Capital makes significant investments
through acquisitions, build-ups, recapitalizations,  
restructurings, strategic joint ventures and the purchase of
minority stakes across a wide range of industries.  Oak Hill
Capital Management, Inc., based in New York, and Menlo Park,
California, manages the partnership.

CHASTAIN CAPITAL: Capital Group Report No Beneficial Ownership
Capital Group International, Inc. of California reports no
further beneficial ownership in Chastain Capital having divested
themselves of any common stock in the company.

CONXUS COMMUNICATIONS: Court Authorizes Bear, Stearns
The US Bankruptcy Court for the District of Delaware entered an
order on the motion of the debtors, Conxus Communications, Inc.
seeking approval of retention and employment by the debtors of
the investment banking firm of Bear, Stearns, & Co., Inc.

CRESCENT PUBLIC: Seeks Additional Time To File Schedules
Crescent Public Communications, Inc. d/b/a Coastal Payphones Inc.
seeks an order extending the time to file its schedules and
statements through and including September 13, 1999.  Crescent's
management has been consumed with its effort to sell the debtor's
assets, including the establishment of a data room.  Management
has also expended considerable time to defend against the motion
to appoint a trustee, and the accounting department has been
required to meet with bank auditors which audit was required
under the Crescent order authorizing Crescent's use of cash

DISCOVERY ZONE: Seeks Authority To Retain Belfint Lyons & Shuman
The debtors, Discovery Zone, Inc. and its affiliates, seek court
authority to employ and retain Belfint Lyons & Shuman PA as
special benefits accountants for the debtors.

The firm will specifically be responsible to audit and otherwise
windup the debtors' 401(k) retirement plan, and file necessary
reports and tax returns.  An audit of the financial statements is
required together with a public accountant's report.  Total fees
for the firm will be capped at $10,000.

FEDCO: Total Liquidation Will Offer Tremendous Discounts
The 10 FedCo stores, which have historically only been
open to members, will immediately be opened by the consortium to
the general public, allowing everyone to take advantage of the
incredible savings at these stores. FedCo is most noted for its
every day low prices and wide selection of merchandise, including
electronics, jewelry, housewares, health and beauty aids, grocery
items and furniture. A group of four companies led by Los Angeles
based Hilco/Great American Group and including, The
Schottenstein/Bernstein Group, the Nassi Group and the Ozer Group
were awarded the right in federal bankruptcy court to manage the
closing of the FedCo Stores. Under the terms of the bid submitted
by the consortium, FedCo will be paid $ 55 million for its
inventory. "This will be a rare opportunity for California
consumers both members and non-members to obtain tremendous
bargains at the stores. The stores will be closing within a
short period of time," stated Andy Gumaer, Executive Vice
President of Hilco/Great American Group.

GOLDEN BOOKS: Note Exchange Pending Confirmation Of Plan
Golden Books Publishing Company,  Inc., a Delaware  corporation,
proposes to issue, as  part of the amended joint plan of
reorganization of Golden Books Family Entertainment,  Inc.,
Golden Books Home Video, Inc. and the company, dated May 13,1999,
its senior secured notes due 2004.  Pursuant to the plan of  
reorganization, old senior notes will be exchanged for the senior
notes and common stock of the company.  The company has filed
with the United States Bankruptcy Court for the Southern District
of New York an amended disclosure statement to be distributed to
holders of claims against or stock interests in the company for
the purpose of soliciting their votes for the acceptance or
rejection of the plan of reorganization.  The cases have been
administratively consolidated into a single reorganization

At a hearing held on May 13, 1999, the Bankruptcy Court approved
the disclosure statement.  A hearing is presently scheduled with
the Bankruptcy Court to confirm the plan of reorganization.  The
senior notes are to be issued under an indenture between the
company, the guarantors named therein and HSBC Bank USA.

IMAGYN MEDICAL: Seeks Order To Amend Headquarters Lease
The debtors, Imagyn Medical Technologies, Inc., et al. seek entry
of an order authorizing Imagyn to enter into an amendment of the
lease with The Irvine Company, Landlord, to facilitate the
relocation of the debtors' corporate headquarters from 5 Civic
Plaza, Suite 100 & 350, Newport Beach, California to 1 Park
Plaza, Suite 1100, Irvine, California.  The new premises is
roughly equivalent in size, but may be utilized in a more
efficient manner.  This will allow the debtors to consolidate
certain functions, and reduce the need for additional space in
the future.  There will be no significant increase in the cost of
the leases.  The base rent on the new premises will be equivalent
to that currently for the old premises for the initial term of
the headquarters lease and thereafter the rent will remain below
current fair market rental rate.  The debtors have preserved a
portion of the below market rates remaining under the Headquarter
Lease for two years.  The amended lease will add three years on
to the term of the current lease.

IRIDIUM: Delays Payment of $90 Million
Iridium LLC said last night that it will invoke the 30-day grace
period allowed for payment of the 90 mln usd in interest due
yesterday on its 1.45 bln usd outstanding senior notes, Business
Wire reported in Washington. The grace period, which is allowed
under the terms of the notes, gives Iridium additional time to
continue discussions with its creditors and investors  
concerning the restructuring of its indebtedness.  
"It takes time to reach consensus among the players in any  
restructuring effort," said John Richardson, CEO of Iridium LLC.
"The grace period allowed under the terms of the senior notes,
along with the extension on our bank facility, gives us time to
concentrate on reaching a suitable arrangement for the ongoing
commercial operation of this company."  
Iridium is a worldwide satellite telephone and paging joint
venture, in which Motorola Inc, the largest shareholder, holds a
stake of about 20 pct.  Meanwhile, the Wall Street Journal
reported that at least one Iridium investor, Lockheed Martin
Corp, said it does not plan to contribute additional  
funds to Iridium. Several other Iridium shareholders declined to
comment on the service's troubles or their willingness to
contribute additional funds, the Journal said.  

"The development in the marketplace has not been what we
anticipated," said a spokeswoman for Veba AG, part owner of an
Iridium partner that owns 8.8% of the company. "But before we
decide anything, we want to see first what the new management can
do, whether it can give Iridium another boost."  

IRIDIUM: Motorola Hopes For Restructure
Chicago-based Motorola said yesterday it hopes Iridium, a global
satellite telephone company, will restructure and avoid
liquidation, according to Reuters. Via a conference
call among analysts, reporters and Motorola, Motorola said
Iridium has three options: filing chapter 11, liquidation or out-
of-court restructuring. "It is Motorola's hope that this
[liquidation] scenario can be avoided," Robert Growney, president
and CEO of Motorola said. Iridium's problems with getting new
subscribers have been attributed to their plans, which have been
seen as pricey. Analysts have stated that a third quarter sales
projection of $7.8 billion and $0.51 a share are "within reach,"
and full-year sales of $31.6 billion and $2.00 a share are "also
reachable."(ABI 16-July-99)

IWG SERVICES: Texas Investors File Involuntary Petition
A group of investors filed a petition on Tuesday with the U.S.
Bankruptcy Court for the Western District of Texas in San Antonio
to force two investment companies into bankruptcy, according to
The Wall Street Journal. IWG Services Ltd., London, and
I.G. Services, Cayman Islands, are both liquidating, and the
American, Mexican and Latin American investors are questioning
the whereabouts of the $475 million they invested through San
Antonio-based InverWorld Inc., which provided administrative and
client support to IWG. PricewaterhouseCoopers LLP asked the
bankruptcy court in San Antonio, in a separate action, to stay
all legal proceedings against IWG and I.G. until their respective
foreign liquidation proceedings have gone forward. IWG director
Mark Novak said that the investment breakdown is roughly $250
million in short-term notes and $225 million in equities and
bonds, and stated that InverWorld had told clients in June that
investors would not be able to withdraw funds due to trading
losses. "We're in the early stage of this matter," said Dallas
PricewaterhouseCoopers partner J. Robert Medlin.

LAMONTS APPAREL: Troutman Has Potential 59.07% Ownership
Dallas C. Troutman is the President of Troutman Investment
Company whose principal business is the operation of retail
stores selling fashion apparel and home and fashion accessories.  
He owns the following securities of Lamonts Apparel: (i)
2,925,140 shares of Class A common stock, which constitute 32.50%
of the outstanding shares; (ii) Class A Warrants to purchase
1,810,380 shares of Class A common stock, which constitute 82.17%
of the outstanding Class A Warrants; and (iii) Class B Warrants
to purchase 581,181 shares of Class A common stock, which
constitute 72.63% of the outstanding Class B Warrants.  If all
the Class A Warrants and Class B Warrants were exercised, Mr.
Troutman would own a total of 5,316,701 shares of Class A common
stock, or 59.07% of the outstanding shares.

Mr. Troutman does not expect the warrants to be exercised within
the next 60 days, however, he does have sole voting and
dispositive power with respect to all 2,925,140 shares of Class A
Common Stock, 1,810,380 Class A Warrants and 581,181 Class B
Warrants. He acquired the shares and warrants on March 10, 1999,
with the price per share for the Class A Common Stock
$0.6214 and the price per warrant for the Class A Warrants and
Class B warrants $0.01.

The acquisition was effected under a sale agreement between Mr.
Troutman and Troutman Investment Company.  Mr. Troutman acquired
the shares and warrants from Troutman Investment Company, of
which he is the majority owner, on March 10, 1999 for estate
planning purposes. Initially Troutman Investment Company acquired
the shares with the intent of entering into discussions with
Lamonts Apparel regarding a possible merger of the two
companies, however, Lamonts has terminated potential merger

LIVENT: Seeks Authorization to Settle Certain Claims
Livent (U.S.) Inc., et al., debtors, seek approval of a
settlement agreement between and among the debtors, W.E. O'Neil
Construction Company (O'Neil) and Extra Clean, Inc. O'Neil was
the general contractor for the Restoration of the Oriental
Theatre in Chicago, which Livent Realty (Chicago) Inc. acquired
in 1997.  The theater reopened in 1998 and currently houses the
debtors' production of the musical Ragtime.

As of the petition date, O'Neil claimed to be owed approximately
$8.6 million.  In accordance with an Adequate Protection Order
O'Neil received payments in excess of $5.1 million, and the
debtors and O'Neil have agreed to cap the Lien at $4 million plus
interest and fees.

The debtors have undertaken extensive efforts to reconcile the
claims of O'Neil and the parties have agreed to a Stipulation
wherein the debtors have agreed to pay O'Neil approximately
$2.676 million in full satisfaction of its claims and liens.  The
debtor now seeks court approval of the stipulation between the
debtor and O'Neil.

LOEHMANNS INC. Seligman & Co. No Longer Beneficial Owners
No further common stock in Loehmanns Inc. is owned by J. & W.
Seligman & Co. Incorporated, as investment adviser for Seligman
Value Fund Series, Inc., Seligman Small-Cap Value Fund.  .William
C. Morris, as the owner of a majority of the outstanding voting
securities of J. & W. Seligman & Co. Incorporated, can also,
therefore,  be considered as no longer a beneficial
owner of any common stock shares of Loehmanns

LOEHMANN'S INC: Seeks Implementation of Management Retention Plan
The debtor, Loehmann's Inc., seeks a court order authorizing the
debtor to implement a management retention and severance plan
comprised of a bonus program for key management employees, a
bonus program for other key personnel and a serverance program.  
Key employee bonuses would total $1,485,000.  Vice president
emergence bonuses total $275,000.    The proposed severance
program could represent a maximum cost of $3,942,500.  If the
same employees were to be terminated now, such employees would
have claims against the debtor under the debtor's existing
severance policy of approximately $2.2 million.  A hearing to
consider the motion will be held on July 21, 1999 at 10:30 AM.

LOEHMANN'S INC: Seeks Approval of Bidding Procedures
The debtor, Loehmann's Inc. has targeted 14 stores to be closed
based on store level operating profitability, market demographics
and regional strategy.  The debtor seeks approval of the bidding
procedures and GOB sales, as the stores are currently stocked
with seasonal merchandise which can be sold now at optimal
prices.  The debtor has selected the Hilco/Great American Group
to conduct the GOB sales and to act as a "stalking horse" for
soliciting competitive bids from other professional liquidators.  
The cornerstone of the Offer Letter is the guaranteed payment for
the merchandise , which will equal 25.1% of the aggregate retail
price of the merchandise.  The Offer Letter and forthcoming
agreement are subject to the consideration by the debtor of
higher or better offers.  Competing bidders must submit an
opening bid providing for an increase in the Guaranteed Payment
by at least .5%, and all bids at the auction must be in
increments of at least .3% over any previous bid.  In the event a
competing liquidator outbids the Agent, the debtor, subject to
the court's approval will pay the agent from the proceeds
received from the successful bidder, a termination fee of

MONTGOMERY WARD: Confirmation Hearing Held July 15, 1999
David Kurtz, Esq., representing the Debtors, reported that
creditors voted overwhelmingly to accept the Proponents' Joint
Plan of Reorganization for the rehabilitation and restructuring
of Montgomery Ward.  Class 3 Creditors holding General Unsecured
Claims turned out in record numbers to cast their ballots in
favor of the Plan:

Creditor Class           Number Accepting    Dollars Accepting
--------------           ----------------    -----------------
Wards Class 3                95.60%               96.45%
Lechmere Class 3             93.79%               88.22%

The Debtors received a total of 41 objections to the Plan.  33
objections were resolved by stipulation among the Proponents and
the objectors.  6 filings were not really objections to
confirmation of the Joint Plan but objections to the amount or
treatment of individual claims; they have been resolved.  That,
Mr. Kurtz related, leaves the Court with two objections
to consider: one interposed by American International Group and
another interposed by Maples Investment Club.  Both objections
having been overruled, the Joint Plan is free of objection-
related impediments to confirmation.  

The Joint Plan, Mr. Kurtz articulated and Judge Walsh found,
after disposing of all objections to the Joint Plan, complies
with the 13 standards set forth in the Bankruptcy Code, at 11
U.S.C. Sec. 1129(a).

Disclosing who will govern the Debtors after the Effective Date,
as required by 11 U.S.C. Sec. 1129(a)(5), Mr. Kurtz advised that
the New Retailer will be governed by a 7-member Board of
Directors.  Five GECC directors will join Roger Goddu and Thomas
Paup to serve as directors for the New Retailer.  Montgomery
Ward's current officers will manage the New Retailer.

The Joint Plan, Mr. Kurtz explained, complies with the so-called
best interests of creditors test set forth in 11 U.S.C. Sec.
1129(a)(7), because the Joint Plan proposes a distribution
greater than would be available in the event of a liquidation.  

Steven Panagas of Zolfo Cooper testified that, after analyzing
the Debtors' assets and liabilities in a liquidation scenario, it
is his expert opinion that Wards Class 3 creditors would recover
approximately 15% of the face amount of their claims rather than
the 28% dividend projected under the Joint Plan.

Lechmere Class 3 creditors, Spencer Heine testified, would
recover nothing in the event of a liquidation because (i)
Lechmere's estate has already been reduced to cash and (ii) it is
more likely than not that Montgomery Ward holds a valid and
enforceable $423 million secured claim against
Lechmere's estate.  The 14% dividend being paid to Lechmere
creditors far exceeds what would be available in a liquidation.  

Class 3 creditors are impaired because they are receiving less
than full recovery on account of their claims and have voted
overwhelmingly to accept the Joint Plan.  Accordingly, the Joint
Plan satisfies the confirmation requirement set forth at 11
U.S.C. Sec. 1129(a)(8).  

Henry Miller from Wasserstein Perella testified that, in his
expert opinion, confirmation of the Joint Plan will not be
followed by a liquidation or a need for further rehabilitation of
the business.  The Proponents have the ability to perform all of
their obligations under the Joint Plan and, Mr. Miller testified,
management's financial projections through 2004 are reasonably
achievable.  Mr. Miller is convinced that $1.3 billion of Exit
Financing is adequate to fund all of the New Retailer's
post-Effective Date obligations and working capital needs, and
provides for a $200,000,000 annual excess to serve as a liquidity
cushion.  Mr. Miller's testimony, Mr. Kurtz asserts, demonstrates
the feasibility of the Joint Plan as required under 11 U.S.C.
Sec. 1129(a)(11).

AG Realty Acquisition Corp., as the purchaser of the Debtors'
Corporate Complex, asked Judge Walsh to make it clear that the
Debtors' obligations under the purchase contract will survive
confirmation.  Mr. Kurtz confirmed that the Proponents have every
intention of honoring those obligations.

Finding that the Proponents have complied with all of the
applicable provisions of the Bankruptcy Code and other applicable
law, and, having disposed of all objections to the Joint Plan,
Judge Walsh ruled that the Joint Plan should be confirmed and
entered an order confirming the Joint Plan.  

Mr. Kurtz reminded the Court that the Debtors are working
diligently toward an early Effective Date -- perhaps before the
end of this month.  (Montgomery Ward Bankruptcy News Issue 43;
Bankruptcy Creditors Services Inc.)

MONTGOMERY WARD: Statement of Income For Fiscal Month
For the fiscal month ending July 5, 1999, the debtor reports a
net loss of 21,000,000 on Net Sales, including leased and
licensed depts. of 299,000,000.

NATIONSWAY: Creditor Panel Seeks Stay To Appeal Cash Use Order
NationsWay Transport Service Inc.'s official committee of
unsecured creditors is seeking a stay of five interim cash
collateral use orders to allow the resolution of the panel's
appeals of the court mandates. "The debtors' use of cash
collateral has not been for the benefit of the former employees
or the benefit of the estates as a whole, but instead
has been for the purpose of assisting the secured creditors in a
liquidation effort, the expense of which the secured creditors
would have had to bear outside of bankruptcy," the panel's July
12 motion argues. The committee contended that the former
trucking company has received court approval for six interim cash
collateral use stipulations. "Each stipulation has been labeled
'interim,' though the cumulative effect of the stipulations has
been anything but interim," the panel said.  (The Daily
Bankruptcy Review and ABI 15-July-99)

NEWSTAR RESOURCES: Announces TSE Suspension
Newstar Resources Inc. announces that its common shares have been
suspended from trading on the Toronto Stock Exchange. This
decision will have no effect on the daily oil and gas operations
of Newstar Energy or on previously announced plans to develop
core assets in Madisonville, Texas and Pinconning, Michigan.

Newstar is not in compliance with the continuous disclosure
requirements due to the failure of the Company to file audited
financial statements for Fiscal Year 1998 prior to the previously
ordered extension date of July 15, 1999. Newstar failed to file
the statements because of its inability to pay its auditors.

The Company plans to complete audited financial statements and
apply to have its common shares listed on a public exchange once
its financial position improves and the future plans of Newstar
Resources Inc. and its subsidiaries Newstar Energy USA and
Newstar Energy of Texas become clearer. Management feels that
upon completion of its Corporate Reorganization, the emergence of
its subsidiaries from bankruptcy protection under Chapter 11, and
successful results from its drilling program, the markets may
look more favorably upon the Company and its prospects for future

Management regrets that it is unable to release definitive
information regarding the ultimate exit of its subsidiaries from
Chapter 11 and the timing of its recently announced drilling
programs, due to the arduous environment of the Bankruptcy

Michigan-based Newstar Resources Inc. is an independent natural
gas and oil exploration and production company with operations in
Michigan, Ohio and Texas. The Company is listed on The Toronto
Stock Exchange under the symbol NER.

PAYLESS CASHWAYS: Better Pricing Causes Net Increase
Net sales for the quarter ended May 29, 1999,  for Payless
Cashways Inc. decreased  2.6% to $493,447 from the same period of
1998 when net sales stood at $506,910.  Net sales for the first  
half of 1999 decreased 1.7% to $885,665 from the same  period of
1998 when net sales were $901,970. The company indicates that
sales decreases for both periods are a result of closing 8 stores
in the past twelve months whose sales were $10.6 million and
$43.2 million in the first half of 1999 and 1998, respectively.
The company also intends to close 5 stores by the end of the 1999
third quarter.

Net income for the quarter ended May 29, 1999, was $2.8 million
compared to $0.7 million for the same period of 1998.  For the
first half of 1999, net loss was $7.1 million compared to $24.2
million for the same period of 1998.  Net earnings for the second
quarter and first half improved in 1999 primarily due to improved
gross margin management and continued expense  control.

PITTSBURGH PENGUINS: Lemieux Bid Goes into Overtime
A federal bankruptcy judge yesterday extended former Pittsburgh
Penguins player Mario Lemieux's deadline by 10 days to work out
his funding to purchase the bankrupt hockey team, and an
additional 10 days to complete the team's contracts, according to
the Pittsburgh Post-Gazette. The original deadline for the
purchase of the team, set by U.S. Bankruptcy Judge Bernard
Markovitz last month when he approved Lemieux's plan, was to be
tomorrow, or the plan would be voided. Lemieux's attorney said
that the extra time is needed to provide the NHL the opportunity
to approve the new investors. A total of $55
million was pledged by Lemieux's camp to purchase the team,
pulling it out of bankruptcy, but there has been no word on how
much of the $55 million has so far been raised, although Lemieux
has a $20 million stake in the ownership that will come from
money that the team owes him. NHL attorney William Daly said that
the extra time is needed for the NHL to perform background checks
on the investors, and that he is confident that Lemieux's bid
will go through. If the deal is not completed in 20 days, Judge
Markovitz could still allow more time if it was shown that
significant progress had been made. Barring any show of progress,
he could liquidate the team. In a related action, the NHL has
included the Penguins in the 1999-2000 hockey schedule, which it
drafted after the announcement two weeks ago that the bankruptcy
court had awarded Lemieux control of the team. "The league is
confident that Mario is going to reach his goal," said NHL
spokesman Andy McGowan. "If we get to that point where something
else needs to happen, we'll deal with it." (ABI 16-July-99)

PLUMA INC: Order Authorizes Post-Petition Financing
The US Bankruptcy Court for the Middle District of North Carolina
entered an order approving and authorizing the debtor to obtain
post-petition financing up to an aggregate principal amount of $3
million pursuant to the terms and provisions of that certain DIP
Financing and Security Agreement between the debtor, NationsBank,
NA, Centura Bank, SunTrust Bank, Atlanta, Crestar Bank, and Fleet
Bank, NA.

QUALITECH: Objection to Credit Bid By Secured Senior Lenders
Qualitech Steel Corporation and Qualitech Steel Holdings Corp.
file their objections to the credit bid made by the Secured
Lenders.  They state that it is unclear whether the pre-petition
senior secured lenders or the post-petition senior secured
lenders made the credit bid.

They claim that is was unclear at the time the final credit bid
was made as to whether the amount being bid by the senior secured
lenders was for $180 million or $227 million.

They also state that it is unclear if the senior secured lenders
can make a credit bid while there are significant mechanics'
liens which remain unpaid on the assets securing the obligations
owed to the senior secured lenders and may have a shared priority
on the assets being sold.  As a result it is unclear if the
senior secured lenders have standing to make such credit bid or
if the credit bid can be made if subject to competing, equal
priority, claims.

The initial credit bid commencing the auction process seemed to
designate an opening bid in the amount of $100 million for both
facilities.  The senior secured lenders' representatives declined
to meet with the representatives of the debtors to discuss the
written bids received for a joint evaluation or to discuss how to
respond to the bids prior to the commencement of the auction, or
to discuss a unified method for evaluating bids.  The senior
secured lenders' representative also refused to value the bid of
the consortium comprised of Steel Dynamics Incorporated, McDonald
and Company, Cleveland Cliffs, Inc., GE Capital Corporation and
Birmingham Steel, despite the demand of representatives of the
debtor to make such a valuation thus disrupting the bid process.    
Five bidders submitted bids at the auction.  They were as

The Berry Group - Iron Carbide Only - $25,000 deposit.

Steel Dynamics Incorporated Consortium - Mill and Iron Carbide
plant - $1 million deposit.

Sidenor Corporation - Mill Only. $7.5 Million Letter of Credit.

Ispat - Steel Mill Only - $7.5 million cash deposit

Mitsubishi/KPS Consortium - $7.5 million Letter of Credit.

TELEPAD CORP: Seeks Order Granting Extension of Exclusivity
The debtor, Telepad Corporation seeks entry of an order granting
an extension of the exclusive periods in which to file a plan of
reorganization and to solicit acceptances thereof.   A hearing to
consider the relief requested has been scheduled for July 21,
1999 at 5:00 PM.  The debtor is seeking an extension of the plan
period for an additional 120 days, from July 15, 1999 to and
including November 12, 1999 and of the solicitation period from
September 13, 1999 to and including January 11, 2000.  The debtor
claims that it has been actively administering this case. The
debtor has been embroiled in significant litigation arising from
a Share Purchase agreement. The debtor has also been responding
to document requests from counsel to the Official Committee of
Unsecured Creditors, who were recently appointed and are
reviewing documents to familiarize themselves with the debtor,
its business and operations and the creditor body.  The debtor is
planning a meeting with its convertible debt holders.  The debtor
states that the requested extension is in good faith and not
intended to pressure its creditors and that cause exists for the

THE COSMETIC CENTER: Seeks Order Approving Bidding Procedures
The debtor, The Cosmetic Center, Inc. seeks a court order
approving bidding procedures and the implementation of an amended
employee retention plan and a second order authorizing Cosmetics
to close its stores, conduct store closing sales, enter into a
settlement agreement with Hilco/Great American Group and enter
into an agency agreement for the liquidation of its merchandise.

Cosmetics requests that the Court schedule the store closing
hearing on July 22, 1999 following the auction which will take
place if there is an offer higher than that of Hilco.

The Agency Agreement between the debtor and Hilco provides that
as a guaranty of the agent's performance, the debtor shall
receive the product of 76.5% of the aggregate cost value of the
merchandise, as that term is defined in the agreement.

WELCOME HOME: Issues 500,000 Shares of New Common Stock
Welcome Home, Inc. (OTC Bulletin Board: WELC) announced that as a
part of its emergence from bankruptcy the Company has issued
500,000 shares of New Common Stock to replace its Old Common
Stock.  Shareholders of the Old Common Stock (excluding Jordan
Industries, Inc., the principal holder of the Old Common Stock)
received one share of Welcome Home New Common Stock for each
4.9282 of Welcome Home Old Common Stock.

Welcome Home, Inc. is a publicly owned company and a specialty
retailer of decorative home furnishings with 122 stores located
primarily in outlet/off-price malls in 37 states.

WORLDCORP INC: Seeks Approval of Settlement
The debtors, Worldcorp, Inc. (Corp) And Worldcorp Acqusition
Corp. (Acquistion) seek entry of an order approving a settlement
among WorldCorp, Inc., WorldCorp Acquisition Corp. and World
Airways, Inc. (Airways) and authorizing the sale of WorldCorp
Acquisition Corp. in connection with such settlement.  A hearing
to consider the motion will be held at 9:30 AM on August 6, 1999
before the Honorable Mary F. Walrath, US Bankruptcy Judge, US
Bankruptcy Court for the District of Delaware, 824 North Market
Street, Wilmington, Delaware 19801.

The major terms of the proposed settlement are as follows:

Corp will pay the Airways secured claim in full in the form of
Airways shares.

Corp will pay the Airways Unsecured Claim at the rate of $.50 on
the dollar in the form of Airways Shares valued at the Transfer

Airways will purchase from Acquisition $500,000 worth of Airways
Shares valued at the Transfer Price.

At the option of Airways, Acquisition will sell to Airways or its
designee all remaining Airway Shares held by Acqusition at a per
share price equal to the Transfer Price.  

In full and final settlement of the Corp Claims and the
Additional Airways Claims, Airways will pay $50,000 in
immediately available funds to Corp, and Corp and Airways will
execute and deliver mutual releases.

If the debtors continue to own at least a 12% percentage of
Airways Shares after consummation of the settlement they will be
entitled to designate a number of members of the Airways Board of

ZENITH ELECTRONICS: Prepackaged Plan Would Cancel Stock
Zenith Electronics Corporation has filed a registration statement
with the SEC for solicitation of votes for the prepackaged plan
of reorganization of Zenith Electronics Corporation, a Delaware
corporation. The purpose of the prepackaged plan is to reduce the
company's debt service obligations, facilitate future borrowing
to fund liquidity needs and permit the company to implement a
restructuring of its operations. The prepackaged plan will reduce
Zenith's overall debt and other obligations by approximately $300
million by exchanging $200 million of debt and other liabilities
owed to LG Electronics Inc. for all of the newly issued common
stock, par value $.01 per share, of the reorganized
company, the 6 1/4% Convertible Subordinated Debentures due 2011
in an aggregate principal amount of $103.5 million plus accrued
interest thereon for the 8.19% Senior Debentures due 2009 of the
reorganized company in an aggregate principal amount of $50
million and  approximately $32.4 million of indebtedness to the
LG Electronics Inc. for certain property, plant and equipment
owned by the company's subsidiaries located in Reynosa,
Tamaulipas, Mexico, which have an appraised value equal to such
amount. In addition, as a consequence of the prepackaged plan,
the common stock of Zenith, together with all outstanding
options, warrants or rights to acquire shares of common stock,
will be canceled and the holders of the old common stock
(including LG Electronic Inc. and its affiliate) will receive
no distributions and retain no property under the prepackaged
plan in respect of their holdings of the old common stock.


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.,
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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