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.

                   **********

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

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