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/raid1/www/Hosts/bankrupt/TCR_Public/990721.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, July 21, 1999, Vol. 3, No. 138 Headlines AMERICAN BANKNOTE: Closes $10 Million Credit Facility With CIT ANCHOR RESOLUTION: Stipulation Resolving SMI's Claims BOBBY ALLISON: To Seek Shareholder Consent For Rights Change CAI WIRELESS: Reports Zero Beneficial Ownership By MCM, MGI Group CAI WIRELESS: Transfer Of Control Applications Approved COMMEMORATIVE BRANDS: Sales & Net Income Up CONXUS COMMUNICATIONS: Seeks Extension To Assume/Reject Leases CRIIMI MAE: Stipulation For Withdrawal of Proof of Claim DISCOVERY ZONE: Seeks To Terminate Employment of Carl Marks FEDCO: Ozer Group to Lead Consortium in Liquidation FORCENERGY: Creditors Object to Exclusivity Extension FWT, INC: Committee Taps PricewaterhouseCoopers LLP GRAHAM FIELD HEALTH: Future Plan Of Operation Outlined ICF KAISER: Decisive Annual Meeting, "Bitter Pill" May Be Coming ILLINOIS INSURANCE: Declared Insolvent IMAGYN MEDICAL: Hearing on Approval of Disclosure Statement IMAGYN MEDICAL: Seeks Extension to Assume/Reject Leases IRIDIUM: CFO Says Bankruptcy Is Not Realistic MAIDENFORM: Court Confirms Reorganization Plan MEDPARTNERS: Seeks Consent To Compromise and Sale of Assets METAL MANAGEMENT: Claims To Be Growing Fast, Not Yet Profitable NEW WORLD COFFEE: Annual Meeting Scheduled For August 17th NUCENTRIX BROADBAND: Reorganization Details Delay Filing PHILIP SERVICES: "First Day Orders" Granted By Bankruptcy Court PHONETEL TECHNOLOGIES: Files Pre-packaged Plan PLUMA, INC: Court Authorizes Appraiser PREMIER LASER: Company Expects Net Losses To Continue PRIMARY HEALTH: Seeks Approval of Stipulation With Allegiance ROOM PLUS INC: First Meeting of Creditors STARTER: Court Approves Bid for Trademarks and Inventory SYNCRONYS SOFTCORP: Losses Continue Under DIP Operations THE COSMETIC CENTER: Court Approves Bidding Procedures THE SINGING MACHINE: "Fresh Start Accounting" Causes Filing Delay THREE D DEPARTMENTS: Order Appoints Responsible Officer TRANS WORLD AIRLINES: Certain Shareholders Offer Preferred Stock VOICE IT WORLDWIDE: Continued Hearing On Disclosure Statement WORLDCORP INC: Bar Date Set For August 16, 1999 Z FREDERICK ENTERPRISES: Order Establishes Bar Date ********** AMERICAN BANKNOTE: Closes $10 Million Credit Facility With CIT -------------------------------------------------------------- American Banknote Corporation announces that its domestic subsidiary, American Bank Note Company, has completed a 3-Year Secured Revolving Credit facility with CIT Group/Credit Finance, Inc. with a maximum credit line of $10 million. Morris Weissman, Chairman and Chief Executive Officer of American Banknote Corporation, commented, "We are delighted to have completed this refinancing. Clearly, this availability is a vote of confidence in the American Bank Note Company and its plans for the future." American Banknote Corporation is a leading global full-service provider of secure transaction solutions in carefully selected markets along three major product groups: Transaction Cards & Systems, Printing Services & Document Management, and Security Printing Solutions. A combined strategy of operating along product lines and constant expansion of transaction activities worldwide reflects the rapidly changing field of electronic commerce. ANCHOR RESOLUTION: Stipulation Resolving SMI's Claims ----------------------------------------------------- In the case of Anchor Resolution Corp., et al., Strategic Materials Inc. (SMI) filed four proofs of claim totaling in excess of $2 million. The Trustee raised objections concerning the proper allowed amount and in order to avoid litigation, the Trustee and SMI have stipulated and agreed as follows: The rejection claim is fixed in the aggregate amount of $1.5 million, which claim shall be treated as an allowed Class 9 claim under the plan. The other claims are expunged or will be immediately satisfied. BOBBY ALLISON: To Seek Shareholder Consent For Rights Change ------------------------------------------------------------ An information statement is first being mailed to holders of Bobby Allison Wireless Corporation common stock on or about July 22, 1999. It will be furnished to holders of common stock in connection with the proposed consent of the shareholders, to be taken in lieu of a special meeting of the common shareholders of the company, for the purpose of amending the Articles of Incorporation of the company to make certain amendments with respect to the rights, powers and preferences of the company's 7.5% Series A Convertible Preferred Stock, 7.5% Series B Convertible Preferred Stock and Series C Convertible Preferred Stock. A copy of the consent for execution by individual stockholders along with a copy of the proposed Fourth Amendment to the Amended and Restated Articles of Amendment will be enclosed with the information statement. Further details, including the text of the Fourth Amendment to the Amended and Restated Articles of Amendment may be found at http://www.sec.gov/cgi-bin/srch-edgar?0000950144-99-008748on the Internet, free of charge. CAI WIRELESS: Reports Zero Beneficial Ownership By MCM, MGI Group ----------------------------------------------------------------- As of July 13, 1999 Louis M. Bacon, Moore Capital Management, Inc., and Moore Global Investments, Ltd. ceased to be the beneficial owners of CAI Wireless Systems common stock. MCM,is a registered commodity trading advisor and member of the National Futures Association, and serves as discretionary investment manager to MGI, a non-U.S. investment company incorporated in the Bahamas, and to other investment funds. MCA, is a registered commodity trading advisor and commodity pool operator, serving as general partner and discretionary investment manager to a U.S. partnership, Remington Investment Strategies, L.P. The principal occupation of Mr. Bacon is the direction of the investment activities of MCM and MCA, carried out in his capacity of Chairman and Chief Executive Officer of such entities. Mr. Bacon is director and controlling shareholder of MCM and director and majority interest holder in Moore Capital Advisors, LLC , and Moore Global Investments, Ltd. CAI WIRELESS: Transfer Of Control Applications Approved ------------------------------------------------------- On July 7, 1999 - CAI Wireless Systems, Inc. announced that the Federal Communications Commission has approved the transfer of control of various licenses for wireless spectrum controlled by CAI to MCI WORLDCOM, Inc. CAI and MCI WorldCom jointly submitted transfer applications relating to multichannel multipoint distribution service and multichannel distribution service channels, the wireless communications service channels and auxiliary point-to-point spectrum in connection with MCI WorldCom's pending acquisition of CAI common stock. MCI WorldCom, which currently holds approximately 48% of CAI's common stock, now is expected to acquire additional shares following this FCC action, resulting in ownership of more than 50% of CAI's common stock. Subject to shareholder approval, CAI also expects to merge with a wholly-owned subsidiary of MCI WorldCom during the third quarter of the 1999 calendar year. The FCC granted the MMDS application with one condition. On June 30, 1999, the FCC announced that the condition had been fulfilled by CAI. The FCC unconditionally granted several auxiliary applications and issued special temporary authority for MCI WorldCom to acquire control of CAI with respect to the WCS and certain other auxiliary spectrum applications. The STAs will remain in effect until the FCC processes and grants the applications to which they apply. Under FCC rules, interested parties may file a petition for reconsideration of any license grant at any time up to 30 days after public notice of the grant. The filing of a reconsideration petition does not stay the effectiveness of the grant, but would require the FCC to review its initial decision granting the application. To date, no parties have opposed the applications. Under the merger agreement, FCC approval must be obtained or made by a final order of the FCC, subject to MCI WorldCom's right to waive this condition. Final order means, among other things, that such approval is no longer subject to appeal, or a petition to reconsider. While the FCC approvals permit MCI WorldCom to acquire additional shares, the merger agreement condition has not yet been satisfied. CAI also announced that the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, expired on May 30, 1999. COMMEMORATIVE BRANDS: Sales & Net Income Up ------------------------------------------- Commemorative Brands, Inc., a Delaware corporation, together with its subsidiaries, is a manufacturer and supplier of class rings and other graduation-related scholastic products for the high school and college markets, and manufactures and markets recognition and affinity jewelry designed to commemorate significant events, achievements and affiliations. The Company's corporate office and primary manufacturing facilities are located in Austin, Texas. Net sales increased $7.6 million, or 17.6%, to $50.7 million for the three months ended May 29, 1999, as compared to $43.1 million for the three months ended May 30, 1998. Net income increased $2.4 million to $2.7 million for the three months ended May 29, 1999 compared to a net income of $0.3 million for the three months ended May 30, 1998. Net sales increased $9.6 million, or 7.6%, to $135.2 million for the nine months ended May 29, 1999, as compared to $125.6 million for the nine months ended May 30, 1998 while net income increased $0.4 million to $3.8 million for the nine months ended May 29, 1999 compared to net income of $3.4 million for the nine months ended May 30, 1998. As of May 29, 1999, the company had a $35.0 million aggregate borrowing limit under its revolving credit and gold facilities and an $8.0 million short-term line of credit expiring March 31, 1999 (subsequently extended to June 28, 1999). The company had $27,438,000 outstanding under the revolving credit facility, $5,267,000 outstanding under the gold facility and no borrowings outstanding under the short-term revolving credit at May 29, 1999. At May 29, 1999, the company had $1,312,000 available under its revolving credit facility, $73,000 available under its gold facility and $8,000,000 available under its short- term revolving credit. The company's liquidity needs arise primarily from debt service on the bank agreement and notes, working capital and capital expenditure requirements, and payments required under a management agreement with Castle Harlan, Inc. The management of Commemorative Brands has said it believes that cash flows generated by existing operations and its available borrowings under its bank agreement including the $4 million overadvance will be sufficient to fund its ongoing operations. CONXUS COMMUNICATIONS: Seeks Extension To Assume/Reject Leases -------------------------------------------------------------- The debtors, Conxus Communications, Inc. seek an order extending the time within which the debtors may assume or reject unexpired leases of nonresidential real property to and including October 15, 1999. A hearing to consider the motion will be held on July 26, 1999 at 10:30 AM. The debtors represent that their cases are large and complex, with numerous unexpired leases. The leases are an integral part of the debtors' business and necessary to its continued operations. Since the Petition Date, the debtors' attention has been focused on DIP Financing issues, gathering the information for the debtors' schedules of assets and liabilities and preparing for the meeting of creditors. CRIIMI MAE: Stipulation For Withdrawal of Proof of Claim -------------------------------------------------------- The Official Committee of Unsecured Creditors of CRIIMI MAE Management, Inc. and German American Capital Corporation have entered into a stipulation for withdrawal of proofs of claim of German American Capital Corporation filed in the CRIIMI MAE Management, Inc. case. The claims were in a total amount in excess of $177 million. The parties submit the stipulation for approval of the court. DISCOVERY ZONE: Seeks To Terminate Employment of Carl Marks ----------------------------------------------------------- The debtors, Discovery Zone, Inc., and its affiliates seek court approval to terminate the employment and retention of Carl Marks Consulting Group LLC as financial consultants. The court approved a sale of a substantial portion of the debtors' assets to CEC Entertainment, Inc. Following the entry of the sale order, the debtors have closed all of their remaining sites. The debtors have now determined that they no longer need the services of Carl Marks in light of their substantially down-sized operations and management requirements. The debtor points out that the engagement is not being terminated out of any dissatisfaction by the debtors. FEDCO: Ozer Group to Lead Consortium in Liquidation --------------------------------------------------- The Ozer Group LLC, Needham, Mass., last week led a consortium of four companies in securing the right to liquidate the 10-store FedCo chain in Southern California, according to a newswire report. The consortium beat out several other companies for the right to liquidate the inventory, valued at about $90 million. The winning bid of $55 million was $9 million higher than expected. FedCo filed for bankruptcy protection earlier this year as a result of falling sales and increasing competition from mass retailers such as Wal-Mart. (ABI 19-July-99) FORCENERGY: Creditors Object to Exclusivity Extension ----------------------------------------------------- The Coastal Entities and Apache Corporation are creditors of the debtors, Forcenergy, Inc. and Forcenergy Resources, Inc. The debtors seek an extension of 120 days, or until November 18, 1999 in which to file the plan and an extension of 120 days or until January 14, 2000 in which to gain acceptances of the plan. The creditors state that the request is not in the best interests of the creditors. To grant the debtors an additional 120 days within which to exclusively file a plan and solicit acceptances of same is not only unfair to creditors but perpetuates continuing expenses. The creditors assert that the debtors have not been negotiating a plan with the creditors, and they have not filed a plan as promised. The debtors have not filed motions to assume or reject either the MMS leases or the Joint Operating Agreements affecting the various oil and gas properties in which the debtors hold an interest. The debtors have already obtained an extension of time to decide whether to assume or reject the agreements and the creditors fear that if the extensions of exclusivity are granted, the debtors will seek to further extend the deadline to assume or reject these agreements. FWT, INC: Committee Taps PricewaterhouseCoopers LLP --------------------------------------------------- The Official Unsecured Creditors' Committee of the debtor, FWT, Inc., seeks court authority to employ PricewaterhouseCoopers LLP as financial advisor to the Official Unsecured Creditors' Committee. The firm's services will be limited to an investigation and analysis of the sale of the debtor to FWT Acquisition, Inc. in November, 1997. The firm will charge the Committee a blended hourly rate of $250. The firm requests that it be paid a retainer of $100,000 from funds of the debtor's estate upon approval of its employment by the court. GRAHAM FIELD HEALTH: Future Plan Of Operation Outlined ---------------------------------------------------------- Executives Rupert O. H. Morley, Board Chairman, and John G. McGregor, President and CEO of Graham Field Health Products Inc. recently sent out letters to the company's shareholders sharing an overview of the company's past, present and future. Rupert O. H. Morley, Board Chairman, said, among other things: "In view of the Company's 1998 performance, your Board has responded by taking decisive steps to stabilize the operations of the company and ensure that we maximize shareholder value. ...In March 1999, we appointed Jack McGregor as President and CEO. Jack is a principal with Jay Alix and Associates and has twenty-five years of experience as a professional turnaround manager. ....The company has made changes to the product mix and sales strategy and has launched initiatives to reduce unnecessary inventory and collect delinquent accounts receivable. A new order-entry system has been successfully installed and a number of manufacturing issues are being added.....we have engaged Warburg Dillon Read to advise the company on strategic options." >From January 1999 through April 1999, the company retained the services of Arthur D. Little, an international consulting firm with expertise in manufacturing, distribution, and business strategy in the healthcare industry, to support the initial implementation of the company's 1999 strategic operating and business plan. Graham Field disclosed its primary goal to be returning the company to profitability through the implementation of a broad range of initiatives. In April 1999, it announced that it had retained the investment banking firm of Warburg Dillon Read, LLC to work with management to review all strategic alternatives for the company to maximize stockholder value, including, but not limited to, the sale of all or part of the company. The company is in the process of analyzing its strategic alternatives with its investment banker. Further comments and financial information may be found at http://www.sec.gov/cgi-bin/srch-edgar?0000950123-99-006457at no cost, on the Internet. ICF KAISER: Decisive Annual Meeting, "Bitter Pill" May Be Coming ----------------------------------------------------------------- On July 12, 1999, ICF Kaiser International Inc. filed a preliminary proxy statement with the SEC in which the 1999 annual meeting of shareholders of ICF Kaiser International, Inc. would be held on a date yet to be determined, at Kaiser's headquarters, 9300 Lee Highway, Fairfax, Virginia 22031-1207. The matters on the meeting agenda were described to be extremely important to the future of Kaiser. In particular, shareholders will be asked to approve the issuance of common stock. These shares may be used in an exchange offer in which Kaiser will offer to exchange shares of common stock and new notes to retire an amount of Kaiser's $125 million Senior Subordinated Notes. Kaiser also will offer to repurchase the balance of the outstanding Senior Subordinated Notes with cash available from the June 1999 sale of Kaiser's Consulting Group. The reasons for the proposed exchange and the related proposed issuance of shares will be detailed in the company's proxy statement. In general terms, Kaiser indicates this exchange is an important remaining step toward restoring the company to a normalized financial position in the wake of losses in the millions suffered in 1997, 1998 and 1999 primarily in connection with cost overruns on fixed price contracts to construct four nitric acid plants. In response to these losses, and the cash drain they represented, beginning in August 1998 Kaiser's board of directors engaged in a thorough review of strategic alternatives for Kaiser and its operating groups. As a result of that review, Kaiser sold its Environment and Facilities Management Group in April for a cash purchase price, net of working capital adjustments, of $74 million. At the end of June Kaiser sold a 90% interest in its Consulting Group for $64 million of cash plus a $6.6 million note. One of the terms of its sale of Consulting Group was that Kaiser remove from its name the letters "ICF" no later than December 25, 1999. The company will therefore, be changing its corporate name to "Kaiser Group International, Inc." Because of the cash drain and continuing obligations associated with Kaiser's nitric acid and other losses, these sales were not enough to restore Kaiser to an acceptable financial condition. With the EFM and Consulting Group sales and nitric acid plants behind it, Kaiser has lost the earnings power associated with the sold operating groups and still has $140 million of outstanding notes. Moreover, it finds itself in the position of not being able to obtain an attractive bank credit facility until it takes steps to bring its debt load into balance with its remaining businesses. Management and a majority of the members of the board of directors are said to believe that the issuance of shares of common stock in connection with the proposed exchange offer is necessary to preserving the value inherent in Kaiser. The company says it recognizes it is asking shareholders to swallow a bitter pill in the form of very substantial dilution of their percentage interests in Kaiser. However, the company believes the long-term value of Kaiser's shares will be enhanced by this step. The proposed exchange offer involves sacrifices by the holders of the Senior Subordinated Notes and a substantial reduction of Kaiser's long-term debt. Of course, there can be no assurance that holders of Kaiser's Senior Subordinated Notes will accept the proposed exchange offer. As described in the proxy statement, the exchange offer is conditioned on acceptance of the exchange offer by the holders of 95% in principal amount of the Senior Subordinated Notes. The Board seems convinced that, unless the stock issuance is approved by the shareholders and the exchange transaction is accepted by the noteholders, Kaiser will continue to face formidable financial obstacles to stability and future growth. In addition to the authorization of the stock issuance in connection with the exchange offer, the company will be asking shareholders to approve a reverse stock split, approve certain amendments to Kaiser's Stock Incentive Plan (including an increase to the number of shares available for issuance under that Plan), approve various amendments to the certificate of incorporation and bylaws that may enhance ability, as a shareholder, to influence company decisions, and to vote on such customary matters as election of directors and ratification of independent accountants. ILLINOIS INSURANCE: Declared Insolvent -------------------------------------- Illinois Insurance Co. has been declared insolvent and is under an order of liquidation after state regulators found that the company's policyholder surplus had declined by more than $2.5 million, Best News reported. The 123-year-old Oakbrook, Ill., company, owned by North American Holdings Inc., will be liquidated by the Office of the Special Deputy Receivership in Chicago. State Insurance Director Nathaniel S. Shapo petitioned the Cook County Circuit Court for the insolvency ruling, which was granted on July 9. The company wrote private passenger auto insurance in Illinois and assumed reinsurance business covering auto warranty coverages in several states. (ABI 19-July-99) IMAGYN MEDICAL: Hearing on Approval of Disclosure Statement ----------------------------------------------------------- A hearing will be held on September 2, 1999 at 2:30 PM in the US Bankruptcy Court for the District of Delaware, 824 Market Street, 6th Floor, Wilmington, Delaware before the Honorable Peter J. Walsh to consider the adequacy of the information contained in the Disclosure Statement of the debtors, Imagyn Medical Technologies, Inc., et al. IMAGYN MEDICAL: Seeks Extension to Assume/Reject Leases -------------------------------------------------------- The debtors, Imagyn Medical Technologies, Inc. seek an order extending the time within which the debtors must move to assume or reject their unexpired leases of nonresidential real property to and including the earlier of October 31, 1999 and confirmation of a plan of reorganization. The debtors represent that at this early stage of the reorganization process, the debtors have simply not been able to assess the value or marketability of their 12 unexpired leases and make determinations with respect to which unexpired leases should be assumed and which, if any, should be rejected. The debtors have been arranging DIP financing, preparing schedules of assets and liabilities, preparing for the meeting with creditors, finalizing their plan and disclosure statement. They are also pursuing the sale of certain product lines, which may involve the assumption and assignment or rejection of certain leases. IRIDIUM: CFO Says Bankruptcy Is Not Realistic --------------------------------------------- Iridium LLC Chief Financial Officer Leo Mondale said this weekend that a bankruptcy filing is not a realistic option for the global satellite telephone company and that it will likely develop a restructuring plan that offers bondholders an alternative to cash within a 30-day deadline, The Wall Street Journal reported. Last week the company said it would exercise its right to extend the payment date for $90 million in interest on its high-yield bonds, leading to further speculation that it may miss the payment and have to file for chapter 11 protection. That news came a day after Motorola Inc., Iridium's biggest investor, said that it may have to shut the project down in bankruptcy proceedings because of huge losses unless the investors could agree on a restructuring plan. Mondale did not provide details of a possible restructuring but said that none of Iridium's partners have been asked to contribute additional funds. Banc of America Securities analyst Armand Musey said it would not be surprising to see the company offer a proposal that would allow the company to have several years to repay cash payments on its debt or to offer debtholders equity in the company. Some 90 to 95 percent of the investors must agree to a plan, and he said that this may not be difficult to achieve if everyone "wants to avoid bankruptcy - badly." (ABI 19-July-99) MAIDENFORM: Court Confirms Reorganization Plan ----------------------------------------------- The U.S. Bankruptcy Court in Manhattan confirmed Maidenform Worldwide Inc.'s reorganization plan as well as approved the company's $60 million exit credit facility with GE Capital Corp. after a hearing on July 14. "As evidenced by the overwhelming acceptance of the plan by creditors, the plan achieves the goal of consensual reorganization embodied in the Bankruptcy Code," the July 14 order concludes. Moreover, the order notes that the only objections to the plan, filed by a group of Texas taxing authorities comprised of Comal County, Comal Independent School District, Hill County, City of Hillsboro, Hill Junior College District, Hillsboro Independent School District and Hays County, were withdrawn on July 9. As reported, the women's intimate apparel manufacturer filed a plan on April 22 that estimates the enterprise value for the reorganized entity at between $122 million and $142 million and provides for the transfer of the reorganized company's equity to the institutional lenders, whose pre-petition claims are secured by liens or mortgages on substantially all of the company's assets. The plan also provides that a total of $4 million in cash will be distributed on a pro rata basis to holders of allowed unsecured claims that are not convenience claims, to be paid in four equal annual installments, without interest. Allowed convenience claims will be paid in full in cash, without accrued interest. The plan does not provide for any distributions for subordinated claims or equity claims, and all existing equity interests will be cancelled. (The Daily Bankruptcy Review and ABI Copyright July 19, 1999) MEDPARTNERS: Seeks Consent To Compromise and Sale of Assets ----------------------------------------------------------- The debtor, Medpartners Provider Network, Inc. seeks authorization to a proposed sale of certain physician practice management assets, that is all assets related to the Riverside Operations, including real estate and other assets of the Sellers used in the management and administration of these practices to Riverside Medical Clinic, Inc. and Riverside Medical Clinic Patient Services, LLC. A closing is proposed for July 31, 1999. The purchase price of $3.65 million is payable at closing. The agreement also provides for the compromise of certain disputes between the debtors and the purchasers. METAL MANAGEMENT: Claims To Be Growing Fast, Not Yet Profitable --------------------------------------------------------------- Metal Management Inc. claims to be one of the largest and fastest-growing full-service metals recyclers in the United States, with approximately 50 recycling facilities in 15 states. The company also holds a 28.5 percent interest in Southern Recycling, L.L.C., the largest scrap metal recycler in the Gulf Coast region. Additionally, the company is a leading consolidator in the metals recycling industry. It attributes its having achieved its present leading position in the metals recycling industry primarily by implementing a national strategy of completing and integrating regional acquisitions. It is primarily engaged in the collection and processing of ferrous and non-ferrous metals for resale to metals brokers, steel producers, and producers and processors of other metals. It collects industrial scrap and obsolete scrap, processes it into reusable forms and supplies the recycled metals to its customers, including mini-mills, integrated steel mills, foundries and metals brokers. The company has said that is its belief that it provides one of the most comprehensive offerings of both ferrous and non-ferrous scrap metals in the industry. Its ferrous products primarily include shredded, sheared, hot briquetted, cold briquetted and bundled scrap and other processed scrap, such as turnings, cast and broken furnace iron. It also processes non- ferrous metals, including aluminum, copper, stainless steel, brass, titanium and high temperature alloys, using similar techniques and through application of its proprietary technologies. For the year ended March 31, 1999, the company sold approximately 5.0 million tons of ferrous scrap and approximately 627.2 million pounds of non-ferrous scrap. Loss from continuing operations, after preferred stock dividends and accretion, was $41.5 million for the year ended March 31, 1998 and $49.7 million for the year ended March 31, 1999. Revenues in fiscal 1998 were $570.0 million, up in fiscal 1999 to $805.3 million. NEW WORLD COFFEE: Annual Meeting Scheduled For August 17th ---------------------------------------------------------- The annual meeting of the stockholders of New World Coffee - Manhattan Bagel, Inc, a Delaware corporation, will be held on August 17, 1999 commencing at 9:30 a.m. at the company's offices located at 246 Industrial Way West, Eatontown, New Jersey 07724. The meeting is called so that stockholders may elect directors; ratify the selection of Arthur Andersen LLP as the company's independent auditors for the fiscal year ending December 26, 1999; and consider and vote on approval of a Restated Certificate of Incorporation which provides for a one for two common stock combination, a staggered Board of Directors and various procedural provisions related to the operation of the Board of Directors and stockholders voting. Stockholders of record at the close of business on July 1, 1999 are entitled to notice of, and to vote at the annual meeting of stockholders. NUCENTRIX BROADBAND: Reorganization Details Delay Filing -------------------------------------------------------- Nucentrix Broadband Networks Inc. has been unable to file its annual financials for the period ended December 31, 1998 as the company is still in the process of evaluating the effects of the discontinuation of its elective matching contribution option under its 401(k)Plan in conjunction with its financial reorganization and the transfer of all participant balances under that option to another investment option in March 1999. PHILIP SERVICES: "First Day Orders" Granted By Bankruptcy Court --------------------------------------------------------------- On June 28, 1999, Philip Services Corp. announced that it had obtained First Day Orders from the U.S. Bankruptcy Court for the District of Delaware under Chapter 11. The orders authorize the company's subsidiaries in the United States to continue to meet their ongoing financial obligations with respect to employee salaries and benefits, as well as pre-filing obligations to ongoing trade suppliers based on the continuance of normal trade credit terms. All post-filing obligations to trade suppliers will be paid in the normal course of business. Philip has already obtained similar relief under an initial order from the Ontario Superior Court of Justice, which governs the company's Canadian subsidiaries. The Delaware Court has approved an order granting Philip the authority to continue to manage its affairs on a normal course basis throughout the restructuring process. In addition, the Court has confirmed the company's access to proceeds remaining from the previous sale of non-core assets of over US$40 million. Philip has also negotiated US$100 million in debtor-in-possession financing, which has been co-arranged by Bankers Trust and the Canadian Imperial Bank of Commerce and will support the company's working capital requirements during the restructuring process. Philip has limited access to the DIP financing until such time as the company utilizes all cash proceeds available from the sale of assets. Philip also requested and the Court approved the treatment of Philip's reorganization on an expedited basis, and therefore has scheduled a confirmation hearing for October 13, 1999 to confirm the company's plan of reorganization. Philip Services Corporation believes that this is achievable based on its significant progress in negotiating approvals for its plan of reorganization prior to filing. "These First Day Orders are key to preserving the ongoing continuity of our businesses throughout the United States, which is our primary market and base of operations," said Allen Fracassi, interim Chief Executive Officer. "The Court has recognized the importance of ensuring Philip will continue to meet its obligations to employees, ongoing trade suppliers and clients while we complete our reorganization. We are moving ahead with our plan to emerge quickly from our reorganization, regain financial stability and build our businesses." Philip Services is an integrated metals recovery and industrial services company with operations throughout the United States, Canada and Europe. Philip provides diversified metals services, together with by-product management and industrial outsourcing services, to all major industry sectors. PHONETEL TECHNOLOGIES: Files Pre-packaged Plan ---------------------------------------------- PhoneTel Technologies Inc., Cleveland, said last week that it has filed a pre-packaged reorganization plan in New York to confirm the previously announced plan of reorganization, according to a newswire report. The requisite number of the company's 12 percent senior noteholders and 14 percent cumulative redeemable convertible preferred stockholders have accepted the pre-packaged plan. Pursuant to the plan, claims of employees, trade and certain other creditors, other than senior note claims, would be paid in full. Lee D. Powar, Harry D. Mercer and Jeffrey M. Levinson (Han Loeser & Parks LLP), Cleveland, are the lead counsel for PhoneTel Technologies in their reorganization effort. Jeffrey D. Uffner and Lawrence M. Handelsman (Stroock & Stroock) are the local counsel in New York. Steven R. Gross and Young Lee (Debevoise & Plimpton), New York, represent the unofficial committee of noteholders, and Brobeck, Phleger & Harrison LLP, Los Angeles, represent Foothill Capital Corp., as an agent for the lenders under the debtor-in-possession credit. (ABI 19-July- 99) PLUMA, INC: Court Authorizes Appraiser -------------------------------------- By court order dated July 14, 1999, the US Bankruptcy Court of the Middle District of North Carolina Greensboro Division approved the engagement of Gibbs International, Inc. to appraise Textile Machinery. The debtor is authorized to pay Gibbs International, Inc. the sum of $20,000 upon receipt of the appraisal reports. PREMIER LASER: Company Expects Net Losses To Continue ---------------------------------------------------- Premier Laser Systems Inc. develops, manufactures and markets several lines of proprietary medical lasers, fiberoptic delivery systems and associated products for a variety of dental, ophthalmic and surgical applications. In addition, through EyeSys, the company develops, manufactures and markets diagnostic systems which provide ophthalmic practitioners with images of the shape and curvature of the human cornea. Premier's majority owned subsidiary, OIS, is engaged in the business of designing, developing, manufacturing and marketing digital imaging systems and image enhancement and analysis software for use by practitioners in the ocular health field. In the laser business, Premier participates in three market segments: dentistry, ophthalmology and surgery. The company incurred net losses of approximately $79,451,000 from April 1,1995 through March 31, 1999, and approximately $28,961,000 for the fiscal year ended March 31, 1999. As of March 31, 1999, it had an accumulated deficit of approximately $92,315,000. The company indicates that it expects to continue to incur net losses until product sales generate sufficient revenues to fund its continuing operations. Premier states that it believes that its available short-term assets and investment income will be sufficient to meet operating expenses and capital expenditures through the next 12 months. However, it is not known if additional financing will be available when needed, or if it is available, if it will be available on acceptable terms. Insufficient funds may prevent Premier from implementing its business strategy or may require it to delay, scale back or eliminate research and product development programs or to license to third parties rights to commercialize products or technologies that the company would otherwise seek to develop itself. Net sales increased 41% to $13,971,000 for the year ended March 31, 1999 from $9,886,000 for the year ended March 31, 1998. The increase was primarily attributable to sales of ophthalmic products manufactured both by the company, and by its 51%-owned subsidiary, Ophthalmic Imaging Systems. The fiscal 1998 net sales included only two months of sales by OIS. However, net losses continued; fiscal year 1999 ended with net losses of $28,961,000, whereas fiscal 1998 showed net losses of $38,764,000. PRIMARY HEALTH: Seeks Approval of Stipulation With Allegiance ------------------------------------------------------------- The debtors, Primary Health Systems, Inc. and its debtor affiliates seek court approval of a stipulation with Allegiance Healthcare Corporation. A hearing to consider the motion will be held on July 28, 1999 at 9:30 AM. As of the Commencement Date, the debtors owed Allegiance at least $1.2 million under a certain Valuelink Agreement and Purchase Agreement. On the Commencement date, Allegiance held security deposits from the debtors of approximately $959,000 under the two agreements. The debtors have neither assumed or rejected the agreements. The stipulation entered into between the parties permits modification of the stay for limited purposes. The debtors will deposit with Allegiance $292,000 to secure the debtors'' postpetition obligations under the agreements, and an additional $93,500 to secured the debtors' obligations relating to custom- made products purchased under the Valuelink Agreement. Allegiance will return the $93,500 deposit to he debtors as they phase-out purchases of custom made products under the Valuelink Agreement. The debtors will make estimated payments in advance for purchases with a reconciliation each month between the parties. The debtors believe that their entry into the stipulation is necessary to ensure the availability of essential medical supplies from Allegiance, the debtors' primary source of such supplies, and the debtors seek the court's approval of the stipulation as being in the best interests of the debtors' estates. ROOM PLUS INC: First Meeting of Creditors ----------------------------------------- The first meeting of creditors in the case of Room Plus, Inc. has been scheduled by the Office of the US Trustee and will be held on July 26, 1999 at 10:00 AM at the Office of the US Trustee, One Newark Center, Newark, New Jersey. The last day to file proofs of claim is October 25, 1999. STARTER: Court Approves Bid for Trademarks and Inventory -------------------------------------------------------- Bankruptcy Judge Peter Walsh (D. Del.) last week approved a $46 million bid from a consortium of five companies for the trademark and inventory of sports company Starter Corp., according to a newswire report. The consortium includes New York-based Franco Apparel Group, Indianapolis-based Logo Athletic, New York-based Outerstuff Ltd., Boston-based Parthenon Capital and Columbus- based Schottenstein Stores Corp. The consortium has started a new company, Official Starter, which will build a licensing business based on the Starter trademarks and brand. Last month the bankruptcy court awarded the Ozer Group the right to liquidate the company's 18 outlet stores; the company filed chapter 11 this past April, listing $118.1 million in assets and $120.5 in liabilities.(ABI 19-July-99) SYNCRONYS SOFTCORP: Losses Continue Under DIP Operations -------------------------------------------------------- On June 15, 1999 Syncronys Softcorp filed its eleventh monthly interim statement and Debtor-in-Possession operating report for the period: May 1,1999 through May 31, 1999. Revenues reported were $683,000 while losses sustained were $48,466,000. THE COSMETIC CENTER: Court Approves Bidding Procedures ------------------------------------------------------ The US Bankruptcy Court for the District of Delaware entered an order approving the bidding procedures and implementing an amended employee retention plan. The store closing hearing is set for July 22, 1999. If Cosmetics receives one or more competing bids in accordance with the Bidding Procedures, Cosmetics shall conduct the auction to select the successful bidder on July 22, 1999 at 10:00 am at the offices of Richards, Layton & Finger, Wilmington. A qualifying bid must be on terms no less favorable tot the debtor than those set forth in the Agency Agreement with Hilco. (Plus a Guaranteed Percentage of at least 10 basis points in excess of that set forth in the Agency Agreement). It must also provide that the greater of 86% or a percentage sufficient to pay The secured creditor, BankBoston Retail Finance and Congress Financial be paid in full, including all principal, interest, fees and expenses, and to fund in full the Carve Out, of the Guaranteed Amount is to be paid to Cosmetics provided that if the amounts are not sufficient to pay the Secured Lenders, the sale shall not proceed without the approval of the bank. The amended employee retention plan is approved. THE SINGING MACHINE: "Fresh Start Accounting" Causes Filing Delay ----------------------------------------------------------------- The Singing Machine Company, whose principal business address is Pompano, Florida, will delay filing the company's annual financial statements for the period ending 3/31/99 due to lack of information required from outside sources to meet requirements of "fresh start accounting" caused by the company's reorganization. THREE D DEPARTMENTS: Order Appoints Responsible Officer ------------------------------------------------------- By court order dated July 12, 1999, Ivan L. Friedman is appointed responsible officer of the debtor as of July 9, 1999 at 5:00 PM. Friedman shall have the authority to seek a buyer or buyers or to solicit strategic alternatives for all or a portion of the debtor's business for a period o thirty days, subject to extension. Friedman shall have the authority to operate the business of the debtor and to negotiate and enter into agreements on behalf of the debtor, including pursuant to a Chapter 11 plan of reorganization or to administer or dispose of all or portions of the assets of the debtor, subject to prior approval of the court. The Liquidation sales shall begin no later than the end of the Sale period. Friedman shall be paid $92,000 for the first 20 weeks. The appointment of Friedman is in lieu of the services of Donald Abrams as President and CEO of the debtor. Retail Consulting Services, Inc. continues to perform services as consultant to the debtors, and is unaffected by this order. TRANS WORLD AIRLINES: Certain Shareholders Offer Preferred Stock ----------------------------------------------------------------- Registration of 1,582,200 shares of 9 1/4% Cumulative Convertible Exchangeable Preferred Stock, $.01 par value per share, of Trans World Airlines, Inc. has been made on behalf of selling shareholders. Each of the selling holders has notified TWA in writing of his or her, or its, intention to sell the shares of Preferred Stock and has requested the company to file a supplement to the company's Prospectus dated February 5, 1998, which the company has done. The selling holders will receive all of the net proceeds from the sale of the Preferred Stock and TWA has advised that the company will receive none of the proceeds from the sales. For a listing of the selling shareholders access http://www.sec.gov/cgi-bin/srch-edgar?0001068800-99-000293on the Internet, free of charge. VOICE IT WORLDWIDE: Continued Hearing On Disclosure Statement ------------------------------------------------------------ The debtor, Voice It Worldwide, Inc. seeks to continue the hearing on the adequacy of the debtor's Disclosure Statement. The largest creditor in the case is Renaissance Capital. The creditor holds a substantial claim in the amount of approximately $2.585 million. In addition, Renaissance holds stock in the debtor. Renaissance has informed the debtor that it would reject the plan and contest confirmation of the plan. Renaissance and the debtor have agreed to attempt to propose a joint alternative to the plan. Part of their strategy will involve an attempt by them to locate a strategic partner for the debtor. The debtor asks that the court make and enter an order vacating the hearing presently set for July 20, 1999 on the adequacy of the debtor's Disclosure Statement to be reset at the request of the debtor, and directing the debtor to file a status report with the court on the progress of the debtor and Renaissance for 60 days. WORLDCORP INC: Bar Date Set For August 16, 1999 ----------------------------------------------- The US Bankruptcy Court for the District of Delaware entered an order dated July 7, 1999 requiring all parties that assert claim against the debtors that arose before the commencement of the cases (February 12, 1999) file a proof of claim so that it is actually received not later than 4:00 PM on or before August 16, 1999. Z FREDERICK ENTERPRISES: Order Establishes Bar Date --------------------------------------------------- The debtors, Z. Frederick Enterprises Ltd. and Kenar Enterprises Ltd. seek entry of an order establishing August 27, 1999 as the Claims Filing Deadline. The debtors intend to file a plan of liquidation and disclosure statement, and it is necessary for them to determine the number and amount of claims asserted against the debtors and which arose prior to the Filing Date. ********** 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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