TCR_Public/990723.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
      Friday, July 23, 1999, Vol. 3, No. 140                                              

AQUAGENIX: Case Summary and 20 Largest Unsecured Creditors
AQUAGENIX: Partnership Sells Most of Aquagenix Holdings
BRUNO'S: HSBC'S Draft Solicitation Urging Rejection of Plan
CELLEX BIOSCIENCES: Confirmation of Plan

CORDEX PETROLEUMS: Order For Conversion To Chapter 7
DAEWOO: Creditors Agree To Delay Re-Payment of $8 Billion Debt
ERNST HOME CENTER: Order Confirming Plan
FEDCO: Consortium Begins Liquidation Sales
FWT,INC: Order Approves Employ of Bondholder Counsel

GENESIS MANUFACTURING: Hearing on Sale Of Assets
GOLDEN BOOKS: Taps Willkie Farr as Special Environmental Counsel
HECHINGER: Seeks Approval of Sale of Real Property
LANXIDE: Hearing on Bidding Procedures and Break-Up Fee

LEVITZ FURNITURE: Publishes Annual Report For Fiscal '99
LOEWEN: Committee Taps Bingham Dana
LOEWEN: Duff & Phelps Withdraws Ratings
MARVEL: Ellenbogen Fired; New CEO; Prepares For Sale
NEWCARE HEALTH: Meeting of Creditors

PINNACLE BRANDS: Committee Taps Akin, Gump as Counsel
PITTSBURGH PENGUINS: Lemieux Seeks to Seal Deal by Friday
ROOM PLUS: First Meeting Of Creditors
SERVICE MERCHANDISE: Court Extends Time To Assume/Reject Leases
SERVICE MERCHANDISE: Seeks To Sell Properties

SGSM ACQUISITION: Meeting of Creditors Set For August 17
SIRENA APPAREL: Seeks Authority To Continue Factoring Agreement
TELETRAC INC: Taps Arthur Anderson as Auditor
TRANSTEXAS: Applies To Retain Consultant
TRANSTEXAS: Applies To Retain Attorneys

VOICE IT WORLDWIDE: Disclosure Statement Hearing Continued
WIRELESS ONE: Replies to Objection of Black Warrior


AQUAGENIX: Case Summary and 20 Largest Unsecured Creditors
Debtor:  Aquagenix, Inc.
         6500 NW 15th Avenue Suite 300
         Ft. Lauderdale, Florida 33309

Type of business: Water Technology

Court: Southern District of Florida, Ft. Lauderdale

Case No.: 99-24534    Filed: 07/09/99    Chapter: 11

Debtor's Counsel:  

Chad P. Pugatch, PA
Northmark Buildin, Suite 101
33 NE 2nd Street
Ft. Lauderdale, FL 33301                 

Total Assets:            $5,630,660
Total Liabilities:       $2,046,379

No. of shares of preferred stock      1,000,000          
No. of shares of common stock        10,000,000 - 1,300 holders       

20 Largest Unsecured Creditors:

   Name                                       Amount
   ----                                       ------         
Terra Industries Inc.                        204,894
Timberland Enterprises, Inc.                 123,450
Church (ADI)                                 120,903
Soil Remediation of Phil.(Haas)              108,000
Atlas, Pearlman                               84,136
Peerless Construction                         63,138
American Cyanimide, Inc.                      56,334
Wharton Capital                               50,000
Case Credit Corp.                             46,000
Briendel & Ferstendig, PC                     44,953
TMT Enterprises, Inc.                         43,266
Novartis Crop Protection                      43,084
United Green Mark, Inc.                       35,503
Pyxis Co.                                     30,850
US Rentals                                    28,672
Sierra Nevada Woodwaste                       26,991
Directory Concepts Inc.                       26,400
Devil Mountain Nursery                        22,532
Cal Equipment                                 17,953
Wright Express                                17,045

AQUAGENIX: Partnership Sells Most of Aquagenix Holdings
Steel Partners II, a New York-based partnership, almost
liquidated all its investment in Aquagenix Inc., the Fort
Lauderdale vegetation control company, before Aquagenix sought
Chapter 11 bankruptcy court protection from its creditors.

Aquagenix, citing losses in its California operation and the need
to reorganize debt, announced last week that it filed its Chapter
11 case July 9.

Steel Partners for months has been selling shares in Aquagenix.
Steels most recent filing with the U.S. Securities and Exchange
Commission reports it sold 584,150 shares from May to July at 14
cents to 92 cents per share.

But all but 15,000 of those shares got sold July 12, after the
Chapter 11 filing, at just under 14 cents per share.

BRUNO'S: HSBC'S Draft Solicitation Urging Rejection of Plan
HSBC BANK USA proposes to send a Counterstatement in the Debtors'
Disclosure Statement soliciting votes to reject the Joint Plan of

[Note: The following proposed counterstaternent has not
yet been approved by the Court.  Approval of the following
will be sought at the continued hearing on the Debtors'
Disclosure Statement presently scheduled for July 19, 1999.  
Until and unless it is approved, nothing contained herein
should be deemed a solicitation of votes to accept or
reject a plan].



HSBC Bank USA ("HSBC") serves as Indenture Trustee for the Senior
Subordinated Notes and as a member of the Official committee of
Unsecured Creditors (the "Creditors Committee").  HSBC does not
support the Debtors' Plan for the reasons set forth below amid
urges all creditors and parties in interest (a) to consider the
counter statements sent with this package in opposition to
confirmation of the Plan before voting on the Plan, and(b) to
vote against and oppose confirmation of the Plan.


Preliminary Statement

Stated simply, HSBC believes that Bruno's went into bankruptcy
primarily as a result of a Leveraged Buyout.  {1}  in 1995
pursuant to which Kravis, Roberts & Co. L.P. and its affiliates
("KKR") acquired approximately 83% of the stock of Bruno's
forjust over $880 million.  To finance its acquisition
of the stock, KKR purportedly put up $250 million of its own
money, but then used over $630 million of the Debtors' funds
which the Debtor had to borrow, thus incurring massive debt that
HSBC believes left Bruno's insolvent, with inadequate working
capital, and unable to pay its debts as the matured.

HSBC believes that the Leveraged Buyout was a classic fraudulent
transfer. HSBC believes that the Debtor has excellent claims
against KKR which was a beneficiary of the transfer, as well as
against inside former shareholders who received proceeds of the
transaction.  There are also claims against the LBO participants
and their professionals for the tens of million of dollars
paid in fees and expenses in connection with the Leveraged

For the privilege of getting 26 cents on the dollar within the
next few months, the Plan provides that general unsecured
creditors must give up any claims that you or the Debtor itself
have against KKR, the Bruno family and others.  At the same time,
the banks and management walk away with 100% ownership of the
reorganized company, which the Debtor estimates is worth
$300 million but which might be worth significantly more.  HSBC
believes that claims against KKR and others could be worth
hundreds of millions of dollars to the estate, and quite possibly
enough to enable the Debtor to pay all creditors in full.  The
Debtor should pursue these claims, not extinguish them.

And ask yourself, why?  Why does the Debtor insist on filing a
plan giving releases to KKR and shareholders for no
consideration?  Why not, for example, file the very same plan but
preserve the claims against KKR.  HSBC believes there is only one
reason, that you are being held hostage to the demands of a KKR
controlled board of directors who presently have the
exclusive right to file a plan and who have insisted on free
releases as a condition to their filing a plan.  The banks and
the trade representatives on the Creditors' Committee, for
whatever their reasons, have determined to cooperate with KKR and
to give it a free release.  HSBC believes this is wrong.

HSBC believes that you have little to lose, and much to gain, by
voting to reject the Plan.  HSBC believes that there are better
plans out there, and that there needs to be some competition in
connection with the sale of the company contemplated in the Plan
before this Plan is [crammed down] on creditors.


Several weeks before the Debtors filed the Plan, HSBC filed a
motion for appointment of an independent examiner under Section
1104(c) of the Bankruptcy Code to investigate and prepare a
report on potential claims (including preferences, fraudulent
transfers, and other causes of action that may lie under state
law) available to the Debtors' estate against third parties,
including the Debtors' current and former directors and
controlling shareholders, arising from and related to the
leveraged buyout of the common stock of Bruno's, Inc. in August
1995 (the "1995 LBO").

As noted above, HSBC believes that there are valid claims against
third parties relating the 1995 LBO which are being extinguished
and released under the Plan with no consideration to creditors.  
The Debtors acknowledge that if there are valid claims to pursue
1n connection with the LBO, the likely beneficiaries of any
recovery are the general unsecured creditors, who currently will
receive only a 26% dividend on account of their allowed
claims under the proposed Plan.  HSBC believes that if the claims
relating to the LBO were pursued (a) the recovery by general
unsecured creditors would be substantially greater; (b) there
could be a recovery to the Subordinated Noteholders after giving
effect to the subordination provisions in the Subordinated Notes
Indenture, and/or (c) the subordination provisions might be

HSBC sought an independent examiner because the Debtors' report
on the 1995 LBO summarized in Section IV.H of the Disclosure
Statement did not employ the appropriate analysis to determine
whether the company was insolvent when the transaction occurred,
whether the company was left with unreasonably small capital or
even who the potential targets may be.  In addition, insiders of
the Debtors (who were active participants in and potential
targets of any action to avoid the transactions and recover for
the benefit of the estate) remain in control of the Debtors'
Board of Directors, which HSBC believes makes it virtually
impossible for the Debtors to pursue an unbiased investigation
and reach an independent conclusion.

The Bankruptcy Court approved the appointment of the Examiner.  
The Examiner concluded that [INSERT SUMMARY OF EXAMINER REPORT].  
HSBC urges you to read the Examiner's report on the 1995 LBO, as
well as the Disclosure Statement and other Counterstatements
before you vote.

THE 1995 LBO

To pay for the billion-plus dollar LBO, Bruno's and its
affiliated Debtors obtained cash and credit through the issuance
of $400 million in Senior Subordinated Notes, a $475 million term
loan facility, and a $125 million revolving credit facility from
Chemical Bank (now Chase) of which approximately $10 million was
drawn to fund the LBO and which was secured by the stock of
Bruno's subsidiaries.  KKR and its affiliates purportedly
contributed $250 million in cash.  Bruno's also applied $20
million of its existing cash to the transaction.  The net cash
proceeds were allocated to the following principal uses: (i)
payment of $880.1 million of cash merger consideration to pre-
closing shareholders, i.e., the purchase of Bruno's
pre-transaction outstanding common stock at $12.00 per share (a
substantial premium over the prevailing market price), with the
Bruno's family receiving nearly one-fourth of those funds in
redemption of their shares, (ii) repayment of $200 million plus
accrued interest in pre-transaction indebtedness which bore a
favorable, low interest rate, i.e., the retirement of 6.62%
Series A Senior Notes due 2003 and 7.09% Series B Senior Notes
due 2008; and (iii) payment of $75 {2} million in fees and
expenses related to the merger, including, among other payments,
$15 million in fees to KKR plus unreimbursed expenses, $39.9
million in debt issuance costs, including substantial fees to the
Banks, and $5.6 million for termination of a pre-existing
interest rate swap.

HSBC believes that the obvious result of the LBO was that Bruno's
assets were depleted to the prejudice of its creditors: KKR,
public and insider shareholders, and other potential targets
received the fruits and benefits of these transactions through
the redemption of stock, retirement of low-interest debt, and
payment of substantial fees, while Bruno's, as the
surviving entity, received questionable benefit (if any),
incurred hundreds of millions of dollars of higher-interest debt,
faced increasing difficulties in servicing its obligations and
maintaining its business position, and slid into financial ruin.  
At the same time, while shareholders received a premium over
prevailing public market prices for the redemption of their
shares through the LBO, the creditors of the Debtors
were left with companies whose overall financial health was far
more precarious, and who, unlike the cashed-out interest holders,
ran increasingly serious risks that their obligations would not
be fully satisfied.  HSBC believes that the LBO left Bruno's
overburdened with debt and no other clear benefit.

Reasons To Reject The Debtors' Plan

HSBC believes that the Plan can not and should not be confirmed
for the following reasons:

The Plan, if accepted and confirmed, will release and extinguish
causes of action against the Debtors' insiders, current and
former shareholders, and other third parties for no
consideration, based solely on the Debtors' and their attorneys'
own conclusions that there are no viable causes of action against
third parties.  If the causes of action are preserved to be
pursued by an independent party, the Debtors could emerge from
Chapter 11 and provide a greater recovery to creditors including
the Senior Subordinated Noteholders.

In addition, the Debtors' Plan cannot be confirmed because the
Debtors' majority shareholder and other shareholders, will
receive value under the Plan in the form of releases and other
protections from lawsuits and claims, including the elimination
of causes of action and the continuation of rights of
indemnification while unsecured creditors are not paid in full
and certain creditors receive nothing under the Plan.

The Plan also requires any creditor who holds a claim against
both the Debtors and an insider to seek satisfaction first from
the Debtors and the balance, if any, from the non-debtor insider.  
The Plan also preserves the indemnification claims of such
insiders so that the recovery of unsecured creditors will be
reduced by the amount of any allowed indemnification claim.

The Plan also includes a settlement with the Banks on account of
preference action which requires the Debtors to pay over $2.5
million to the Banks on account of post petition fees incurred by
the Banks.  This settlement was negotiated by the Debtors'
counsel which has acknowledged that it also represents members of
the Bank group in other cases and matters.

The Debtors fail to disclose that the Plan is not in the best
interest of creditors because in a liquidation of the company
under Chapter 7 (which could involve the sale of the company as a
going concern) creditors likely would receive more than they do
under the current Plan.  In a "liquidation" of the company under
this scenario, the causes of action against KKR and others would
be preserved.

The Plan forgives millions of dollars in loans and compensates
officers for their losses on account of their stock holdings
while general unsecured creditors receive only a small recovery
on account of their claims.

Finally, the Plan protects the Debtors, their officers and
directors and their professionals and the Committee members and
its professionals for the actions in pursing confirmation of a
plan which does not fairly treat creditors. (Bruno's Bankruptcy
News - Issue 22; Bankruptcy Creditors' Services Inc.)

CELLEX BIOSCIENCES: Confirmation of Plan
The plan filed by Cellex Biosciences, Incorporated on June 28,
1999, and dated June 28, 1999 was confirmed by the US Bankruptcy
Court for the District of Minnesota, Third Division on July 7,

Bankruptcy Judge Robert C. McGuire (N.D. Texas)confirmed Chalk's
International Airlines' chapter 11 plan, according to The Sun-
Sentinel. Six creditors filed an involuntary bankruptcy petition
against the Fort Lauderdale, Fla.-based company in January.
Former pilot and Miami businessman Jim Confalone will pay
$925,000 in cash for the airline; the transaction is expected to
close August 2. Confalone plans to retain the airline's 35
employees and expand operations. Chalk's parent company
is based in Forth Worth, Texas. Attorney John D. Penn of Haynes
and Boone LLP, Fort Worth, represented chapter 11 trustee and
plan proponent Michael A. McConnell. (ABI 21-July-99)

CORDEX PETROLEUMS: Order For Conversion To Chapter 7
By order of the US Bankruptcy Court for the District of Colorado
entered on July 16, 1999, the Chapter 11 case of Cordex
Petroleums, Inc. was converted to a case under Chapter 7.

DAEWOO: Creditors Agree To Delay Re-Payment of $8 Billion Debt
For three decades, Kim Woo-choong was South Korea's rising star.  
A self-proclaimed workaholic who liked to boast he had never
taken a day off, Kim loved doing business. In a span of 32 years,
Kim built Daewoo from a one-room textile exporter to the nation's
second largest conglomerate, a company with $65 billion in assets
that produces goods as diverse as ships, cars, electronics,
clothes and pesticides.

This week, however, Kim's star fell, his Daewoo narrowly averting
the biggest bankruptcy in South Korean history -- a failure that
government officials feared would send the country's economy
plunging into recession.

The near collapse laid bare the truth of what Koreans liked to
call the "Kim Woo-choong myth," the belief that his success was
built on hard work, entrepreneurship and globe-spanning vision.
Kim, 63, built his empire on billions of dollars in short-term
loans that melted away in the heat of a crippling business

On Monday, Daewoo's creditors agreed to delay repayment of $8.3
billion in debt for six months and extend $3.3 billion in new
loans to keep the teetering conglomerate afloat.  By year's end,
Daewoo hopes to sell enough of its 40 subsidiaries to overcome
its liquidity problem -- a task many analysts say it is not
likely to accomplish.

"It's cosmetic, no solution at all," said Suh Sung-won, head of
research at SG Securities in Seoul. "Creditors were desperate but
found no solution, so they decided to give themselves six more

In the hurriedly put-together rescue plan, experts smelled a
deep-seated government fear that if Daewoo failed, it would drag
down the entire nation's economy.  The government controls many
of Daewoo's creditor banks, either directly or indirectly.
Daewoo and four other family-owned conglomerates, known as
chaebol, generate a combined $298 billion in sales annually,
compared to South Korea's gross domestic product of $375 billion.
Thousands of suppliers, retailers and wholesalers depend on
business with Daewoo.

"If Daewoo goes down, the whole economy will shake," said Lee
Pil-sang, an economist at Seoul's Korea University. "The
government is putting off the pain for six months. But will the
pain disappear in six months? I seriously doubt it."

For years, Daewoo has been a crisis waiting to happen.  As it
pushed its overseas expansion drive, its debt soared from $19
billion in 1995 to $50 billion last year, more than five times
its equity. That excludes an estimated $10 billion its foreign
joint-ventures have borrowed.  In the past, Kim always managed to
find loans, with government backing, to finance his new ventures.
Indeed, debt-driven expansion was a common strategy for South
Korean conglomerates that spearheaded the country's dramatic rise
from the ashes of the 1950-53 Korean War.

But few have practiced it more aggressively than Daewoo.
Starting out as a textile salesman in 1967, Kim built his empire
largely through taking over troubled companies at home, using his
well-oiled connections with past authoritarian governments.
In the 1990s, Kim's ambition became even loftier. Under his
slogan of "global management," Daewoo went on a worldwide
shopping spree, buying dilapidated auto and home appliance plants
in former communist countries and Third World nations. At the
height of Kim's overseas drive, Daewoo took over one company
every three days.  Daewoo now runs 600 overseas companies and is
a household name in much of Eastern and Central Europe.

Daewoo's trouble began when Asia's financial crisis engulfed
South Korea in late 1997 and banks began tightening their purses.
It was also then that Kim made a fatal policy mistake and angered
the government of President Kim Dae-jung, who is urging the
bloated conglomerates to slim down. While other conglomerates
were selling assets and focusing on profitability, Daewoo
continued to expand.  Meantime, the developing world's demand for
cheap cars, TV sets and other goods Daewoo produces did not grow
as rapidly as Kim had expected. Smelling trouble, creditors began
calling in short-term loans that accounted for more than half of
its total borrowing. In August alone, $6.4 billion in
loans came due.

If Daewoo fails to keep its promise of reform within six months,
the government says, creditors will start breaking up the
conglomerate by disposing of $8.42 billion of stock and real
estate Daewoo put up as collateral, including Kim's personal
stock worth $1.04 billion.  Desperate to persuade creditors to
give him more time, Kim vowed to either restructure the
conglomerate by the end of this year or resign.

Daewoo's ability to raise enough new financing in the short term
is doubtful because most of its subsidiaries on the chopping
block are only marginally profitable at best, he added.

ERNST HOME CENTER: Order Confirming Plan
On July 9, 1999, the US Bankruptcy Court for the Western District
of Washington entered an order confirming the plan of
reorganization of Ernst Home Center Inc.

FEDCO: Consortium Begins Liquidation Sales
A consortium of four companies (Schottenstein Bernstein Capital
Group LLC, The Ozer Group LLC, Hilco/Great American and the Nassi
Group LLC) announced that "going-out-of-business" sales will
begin at FedCo locations in Los Angeles and San Diego today,
according to a newswire report. The 10 FedCo warehouse department
stores, which had previously been open only to members, are now
open to the public. Last week the Bankruptcy Court for the
Southern District of California approved the consortium's
$55 million bid for the right to liquidate the inventory, valued
at about $90 million at retail. (ABI 21-July-99)

FWT,INC: Order Approves Employ of Bondholder Counsel
The US Bankruptcy Court for the Northern District of Texas, Fort
Worth Division entered an order approving the employment of
McConnell & Goodrich as local counsel for the official Bondholder

GENESIS MANUFACTURING: Hearing on Sale Of Assets
Genesis Manufacturing Limited LC seeks authority to sell
substantially all of the debtor's business as a going concern to
Reliant Manufacturing, Inc, a corporation formed by Cortran
Group, Inc.  The asset purchase agreement provides for the sale
of the sale assets to the purchaser for $5.75 million.  An
auction sale will commence on July 27, 1999 at 10:00 AM at the
offices of Honigman, Miller, Schwartz & Cohn, 2290 First National
Building 660 Woodward Avenue, Detroit, Michigan 48226.  The
hearing to consider approval of the sale motion and the sale of
the sale assets shall be held on July 27, 1999 at 2:00 PM.  
Competitive bidding shall start in the amount of the purchase
price plus $100,000, and shall continue thereafter in increments
of at least $50,000.

GOLDEN BOOKS: Taps Willkie Farr as Special Environmental Counsel
The debtors, Golden Books Family Entertainment, Inc., et al.,
seek court approval to retain and employ Willkie Farr & Gallagher
as special environmental counsel. The firm will perform necessary
legal services in connection with pending judicial and
administrative actions arising under the Comprehensive
Environmental Response, Compensation and Liability Act of 1980
respecting a certain Superfund site located in Plattekill, NY.  
The firm's attorneys who are primarily responsible for this
representation are Steven M. Oster, whose billing rate is $455
per hour, and Bonni Fine Kaufman, whose billing rate is $385 per

HECHINGER: Seeks Approval of Sale of Real Property
The debtors, Hechinger Investment Company of Delaware, Inc., et
al. seek court approval of a sale of certain vacant adjacent
parcels of real property located in Landover, Maryland.  Acquest
Holdings, Inc. has agreed to purchase the property from the
debtors for a purchase price of $1.8 million.  The debtors
represent that the property is excess, undeveloped land at a
location where the debtors no longer maintain offices and have no
plans to operate or open a store or offices.  The debtors have
determined that a sale of the property at this time is in the
best interests of their estates because the debtors have not
utilized such property, and the property is not necessary for a
successful reorganization.  The debtors believe that the purchase
price is fair, and after marketing the property for several
years, this has been the only offer.

LANXIDE: Hearing on Bidding Procedures and Break-Up Fee
A hearing on the motion of the Trustee to sell substantially all
of the debtor's assets to METEK
Metallverarbeitungsgesellschaft mbH and/or one or more of its
subsidiaries, affiliates or assignees or to the highest bidders
for the debtor's assets will be convened at the court on July 29,
1999 at 4:30 PM.

The Debtors tell Judge Walrath that the asked the DIP Lenders to
adjust the EBITDA covenants set forth in the Tenth Amendment
downward because it is now obvious that those targets -- while
still positive -- will not be achieved.  The DIP Lenders
consented to the amendment, in consideration of a $100,000
Amendment Fee.  

By this Motion, the Debtors ask Judge Walrath for authority to
amend the DIP Financing Facility and pay the Amendment Fee.  If
this Eleventh Amendment is not approved, the Debtors caution, the
DIP Facility will be in default.  

EBITDA targets are modified under the Eleventh Amendment to:

For the Period                    EBITDA Shall Be No Less Than
--------------                    ----------------------------
April 1, 1999 through June 30, 1999                $1,400,000
April 1, 1999 through September 30, 1999           $4,400,000

The current consortium of Revolving Lenders under the DIP
Facility are:

Lender                               Revolving Commitment
------                               --------------------
BT Commercial Corporation                     $19,000,000
LaSalle National Bank                         $19,000,000
Heller Financial, Inc.                        $18,000,000
TransAmerican Business Credit Corporation     $13,000,000
Finova Capital Corporation                    $19,000,000
GMAC Business Credit L.L.C.                   $19,000,000

(Levitz Bankruptcy News; Issue 33; Bankruptcy Creditors'
Services, Inc.)

LEVITZ FURNITURE: Publishes Annual Report For Fiscal '99
For the Fiscal Year ending March 31, 1999, Levitz generated
revenues of $653.1 million and posted a $94.4 million net loss.  
Adding back interest, taxes, depreciation, amortization and
restructuring costs for the year results in EBITDAR approximating
$4 million.  But for the chapter 11 filing, another
$23.1 million would have been payable on pre-petition debts
during Fiscal 1999.  Fiscal 1999 SG&A expenses aggregating $280.8
million exceeded Levitz' $276.7 million Fiscal 1999 gross profit.
Increases in SG&A as a percentage of sales over prior years are
attributed to (i) increased advertising efforts, (ii) increases
in salary expenses and (iii) decreased service fee income from
the private label credit card program.   

Comparable store sales declined 0.1% in Fiscal 1999 from Fiscal
1998.  In April 1999, comparable store sales increased 1.9%, but
decreased 2.2% and 0.9% in May and June 1999, respectively.  
Levitz reminds investors that seasonal variation has a
significant impact on its business.

Arthur Andersen continued to express doubt about Levitz' ability
to continue as a going concern in light of the Chapter 11 filing,
recurring losses, and cash flow deficiencies.  Andersen's opinion
does not account for the restructuring of Levitz' balance sheet
as outlined in the Debtors' Joint Plan of Reorganization.  The
continuation of Levitz' business as a going concern is, Andersen
notes, contingent upon, among other things, the ability to
formulate a plan of reorganization which will gain approval of
the creditors and confirmation by the bankruptcy court, success
of future operations, the ability to obtain financing and the
ability to recover the carrying amount of assets and/or the
amount and classification of liabilities.

On June 8, 1999, Levitz operated 64 retail stores, and 21
Sales Support Centers located in major metropolitan areas in 13
states, with a concentration in California.

As of June 8, 1999 Levitz had available for disposition nine
owned and nineteen leased properties formerly operated as retail
stores.  As part of its "warehouse rationalization program", the
Company has completed the closing of its warehouses in Dedham,
MA, Danvers, MA, Paramus, NJ, GardenCity, NY, Northridge, CA,
Minneapolis, MN, San Bernardino, CA, Cherry Hill, NJ, South San
Francisco, CA, Hartford, CT, Redondo Beach CA, Lynwood, WA,
Allentown, PA, Concord, CA and Modesto CA. (Levitz Bankruptcy
News; Issue 33; Bankruptcy Creditors' Services, Inc.)

LOEWEN: Committee Taps Bingham Dana
Teachers Insurance and Annuity Association of America and UBS AG,
Co-Chairing the Official Committee of Unsecured Creditors
appointed in the Debtors' chapter 11 cases, sought and obtained
the Court's authority to retain Bingham Dana LLP (and, prior to
the July 1, 1999, law firm merger, Hebb & Gitlin) as
lead counsel to represent the Committee.  

Evan Flaschen, Esq., leads the engagement, from the Firm's
Hartford, Connecticut, office, assisted by Litigation partner
Greg Nye, Esq., Finance partner Bill Kelly, Esq., Insolvency
partner Ron Silverman, Esq., and Insolvency associates Anthony
Smits, Esq., and Anna Gustafson, Esq.  Prior to the Firm's
engagement by the Committee, the Firm represented Teachers and
the Ad Hoc Committee in pre-petition negotiations with Loewen.  

Specifically, Bingham Dana will:

     (a) provide legal advice with respect to the Committee's
powers and duties in these cases;

     (b) prepare, on behalf of the Committee, all necessary
applications, answers, orders, reports and other legal papers;

     (c) represent the Committee in any and all matters involving
contests with the Debtors, alleged secured creditors and other
third parties;

     (d) negotiate a plan of reorganization;

     (e) represent the Committee, in coordination with Canadian
counsel, with respect to all of the foregoing matters in
connection with the Canadian Debtors and the Canadian
Proceedings; and

     (f) perform all other legal services for the Committee which
may be necessary and proper in these Chapter 11 proceedings and
the Canadian Proceedings.

Bingham Dana will charge for its services at its customary hourly

Members/Partners                $200 - $457 per hour
Counsel & Associates            $140 - $350 per hour
Paralegals                       $90 - $125 per hour

Prior to the Petition Date, the Firm received $321,000 from
Loewen in connection with its representation of Teachers and the
Ad Hoc Committee.  At the Petition Date, the all retainers paid
to the Firm were exhausted.  (Loewen Bankruptcy News Issue 6;
Bankruptcy Creditors Services Inc.)

LOEWEN: Duff & Phelps Withdraws Ratings
July 8, 1999 -- Duff & Phelps Credit Rating Co. (DCR) has
withdrawn the ratings of The Loewen Group, Inc. (NYSE: LWN) and
related entities. LWN filed for reorganization under Chapter 11
of the U.S. Bankruptcy Code on June 1, 1999. DCR rated the
following securities:

-- The Loewen Group, Inc.'s senior guaranteed notes, 'DD'

-- The Loewen Group, Inc.'s convertible first preferred shares
        C, 'DP' (preferred stock with dividend arrearages);

-- Loewen Group International Inc.'s (LGII) senior guaranteed
notes, 'DD' (Double-D);

-- Loewen Group Capital, L.P.'s monthly income preferred
securities (MIPS), 'DP' (preferred stock with dividend
arrearages); and

-- Loewen Pass-Through Asset Trust 1997-1's pass-through asset
trust certificates (PATS), 'DD' (Double-D).

MARVEL: Ellenbogen Fired; New CEO; Prepares For Sale
After failing to find a buyer, Marvel comics is installing a
buyout artist as CEO to make "Spider-Man" and the "Hulk" more
attractive to investors.   Eric Ellenbogen was fired after less
than nine months on the job and is being replaced by Peter Cuneo,
a Harvard MBA who has run disparate consumer-products businesses.
Most recently, Cuneo was a principal at a buyout firm called
Cortec Group that has managed to capture a 50 percent return on
investments. He has worked for Isaac Perlmutter, one of Marvel's
biggest investors.

Marvel and its investment bankers at Morgan Stanley held talks
with toy giants Hasbro and Mattel, said a source close to the
company, who added that Marvel was hoping to get as much as $600
million. But the asking price was too high, and a power struggle
leading to Ellenbogen's ouster emerged. On one side were
investors Perlmutter and Avi Arad, who exercised their 40-
percent ownership to force Ellenbogen out, the source
close to Marvel said.

On the other side was a group of investors - including Chase
Manhattan, Morgan Stanley, and Dickstein Partners - who bought
Marvel bonds at a deep discount when the company emerged from
bankruptcy.   Arad, Marvel's creative chief, yesterday denied
there was a power struggle, and declined to comment on hiring
investment bankers and talking with the toy companies. He
referred questions to Marvel's general counsel. Marvel has a
history of bloody infighting, notably the long battle for
control between Carl Icahn and Ron Perelman. Icahn eventually
won. But vulture investors shoved him aside after Marvel
entered bankruptcy court in 1996.

The company, once worth some $3 billion, has a market
capitalization of $250 million today, based on its stock price
and basic, common shares outstanding.   Cuneo, the new CEO,
denied Ellenbogen was ousted because Marvel didn't find a
suitor and insisted he didn't take the job to scope out a deal.

"I am not here to find a buyer for the company," he told The
Post. "I'm here to build the value for shareholders."

But Cuneo acknowledged that should Marvel become attractive to
potential buyers over time, "then it happens."

The shakeup comes as Marvel is still recovering from its painful
tour of Chapter 11 bankruptcy court, from which it emerged in
October when it combined with Toy Biz Inc. Ellenbogen, backed by
Marvel's creditors, took the helm the following month and lined
up $250 million in long-term financing, as well as a $60 million
working-capital facility.  In a written statement yesterday,
Marvel Chairman Morton Handel credited Ellenbogen with helping to
get the "Spider-Man" movie off the ground by clearing away

Right now, the "Spider Man" script is being rewritten from James
Cameron's original version, with Sony Pictures Entertainment
making the film, a Marvel spokeswoman said. Cuneo, an ex-CEO of
Remington Products Co., known for personal-care gadgets
like electric razors, is filling the CEO post immediately.
Cuneo also worked for Black & Decker Corp. as head of its
security hardware group, and was president of beauty company
Clairol's personal-care division. In addition, he's been a senior
exec at drug maker Bristol-Myers Squibb Co. and has Internet
exposure from being a board member of, a
durable consumer-products marketer.

NEWCARE HEALTH: Meeting of Creditors
A meeting of creditors is set in the Chapter 11 case of Newcare
Health Corporation for August 10, 1999 at 2:00 PM at the Office
of the US Trustee, Franklin Square Tower, 600 Main Street, Suite
202, Worcester, MA.  Attorney for the debtor is Alan S. Dambrov,
Cooley, Shrair, PC, 1380 Main Street, Springfield, MA.

PINNACLE BRANDS: Committee Taps Akin, Gump as Counsel
The Official Committee of Unsecured Creditors of the debtors,
Pinnacle Brands, Inc., and its affiliates seek authorization to
retain and employ Akin, Gump, Strauss, Hauer & Feld LLP as
counsel for the Committee and to substitute Akin, Gump for
Stroock & Stroock & Lavan LLP.  The reason for the change is due
to the association of Fred S. Hodara with Akin, Gump.  Hodara,
formerly a partner with Stroock & Stroock, has now become a
member of Akin, Gump; and due to his knowledge of the case and
his expertise in handling the ongoing representation of the
Commitee, the Committee seeks to employ Akin, Gump.  Akin, Gump
will bill at its normal hourly rates which range from $375-540
for partners.

PITTSBURGH PENGUINS: Lemieux Seeks to Seal Deal by Friday
Although Mario Lemieux was granted a 20-day extension last week
on his purchase of the bankrupt Pittsburgh Penguins, he and his
team of investors hope to complete the deal by Friday, The
Pittsburgh Post-Gazette reported. His attorney said that although
Lemieux set Friday as a goal, next Wednesday is more realistic
and that the support from the Public Auditorium Authority and the
mayor would help solidify the deal. The Penguins filed chapter 11
in October with more than $120 million in liabilities. Former
Penguin Lemieux won the right from the court to buy the team,
over several other bids. (ABI 21-July-99)

ROOM PLUS: First Meeting Of Creditors
The first meeting of creditors in the case Room Plus, Inc. has
been adjourned to August 3, 1999 at 10:00 AM at the Office of the
US Trustee, One Newark Center, Room 2106, Newark, New Jersey.

SERVICE MERCHANDISE: Court Extends Time To Assume/Reject Leases
"There is considerable value in the Unexpired Leases for both the
Go-Forward Stores . . . and the Closing Stores . . . that needs
to be maximized for the benefit of the Debtors in order to
reorganize"; Judge Paine found.

"The Debtors have diligently hired experts," Judge Paine
observed, "to value and market the Unexpired Leases and the proof
is unrebutted that the Debtors are expeditiously and aggressively
marketing such leases at this time.  Notwithstanding the
inconvenience and uncertainty in the near future to the landlords
as the Debtors market the Unexpired leases, [the]
landlords will be protected by the payment of rent. . . ."

Accordingly, Judge Paine ordered that the Debtors' time within
which to decide whether to assume or reject non-residential real
property leases is extended:

* through confirmation of a plan of reorganization with respect
to Go-Forward Stores leased from Non-Objecting Landlords;

* through March 31, 2000, with respect to Go-Forward Stores
leased from Objecting Landlords;

* through March 31, 2000 with respect to Closing Stores leased
from Non-Objecting Landlords; and

* through September 28, 1999 with respect to Closing Stores
leased from Objecting Landlords.

These extensions, Judge Paine made clear, are without prejudice
to the right of any Landlord to move the court to reduce the
extension. (Service Merchandise Bankruptcy News Issue 8;
Bankruptcy Creditors' Services, Inc.)

SERVICE MERCHANDISE: Seeks To Sell Properties
As previously reported, the Debtors determined to close
approximately 1/3 of their Stores prior to the Petition Date.  
DJM Asset Management delivered its appraisal of those 102
Properties to the Debtors.  Keen Realty and Trammel Crow, in
turn, launched an aggressive marketing campaign to help the
Debtors realize value for those fee-owned and leased

Bids for the Properties came from every direction and in every
form. Commercial Net leasing and Whitehall Street Real Estate
Limited Partnership submitted a $66.1 million bid for 58
properties.  That complex bid provided for (i) a 115% reduction
of the allocated purchase price for each property on which the
Debtors obtained a higher and better offer and (ii) payment of a
2% Break-Up Fee in the event the pool of assets fell on
which CNL was bidding fell below $22 million.  

The Debtors conducted an out-of-court auction, attended by 66
qualified bidders (assisted by more than 200 advisors), the DIP
Lenders, the Committee, the U.S. Trustee, and the Indenture
Trustees.  Spirited bidding went on for hours, with numerous
breaks for caucusing purposes.  That auction process generated
bids valued at $80.2 million for 77 Properties.  

Off to court the Debtors and the Successful Bidders raced,
seeking Judge Paine's ratification of the auction process and
authority for the Debtors to accept those bids as the highest and
best.  Without reservation, Judge Paine ratified the auction
process and granted the Debtors the authority necessary to accept
and be bound to the Successful Bids.  Judge Paine made it clear
that the Debtors will still have to make their case, deal-by-
deal, for authority to assume and assign their Leasehold
Interests to the Successful Bidders.  No ruling by the Court this
stage constitutes a finding that any Successful Bidder is a
qualified assignee of a Leasehold Interest.  Separate Motions, on
appropriate notice the the affected Landlord, will be required to
be filed.  Each Landlord will have the opportunity to debate (i)
the eligibility of a prospective assignee and (ii) the
appropriate cure amount to be paid in connection with the
assumption of a Lease.  

With respect to the Fee-Owned Properties, Judge Paine found that
the Debtors have obtained the highest and best prices for those
properties and, accordingly, the sale of those properties is
approved pursuant to 11 U.S.C. Sec. 363(b) and the Debtors are
granted broad authority to proceed to closing.  The $80.2 million
raised from these asset sales will be used, first, to discharge
all pre-petition liens encumbering the applicable Properties
and, second, to reduce the Debtors' obligations for post-petition
borrowings under the DIP Financing Facility.  (Service
Merchandise Bankruptcy News Issue 8; Bankruptcy Creditors'
Services, Inc.)

SGSM ACQUISITION: Meeting of Creditors Set For August 17
A meeting of creditors in the case of SGSM Acquisition Company
LLC and its affiliates is set for August 17, 1999 at 2:00 PM at
the Office of the US Trustee, Texaco Center, #2112, 400 Poydras,
New Orleans, LA 70130.  Attorney for the debtor is James L.
Patton, Jr., PO Box 391, Rodney Square North, Wilmington, DE.

SIRENA APPAREL: Seeks Authority To Continue Factoring Agreement
The Sirena Apparel Group, Inc., seeks an order authorizing its
continued operation under the prepetition factoring agreement
with Heller Financial Inc.  The debtor sold its accounts
receivable to Heller on the terms and conditions set forth in the
Factoring Agreement.  In exchange for certain commission charges
provided in the Factoring Agreement, Heller provided the debtor
with credit insurance and collection services.  Pursuant to an
assignment of monies due under the Factoring Agreement, Heller
would remit all amounts otherwise due the debtor to Foothill
Capital Corporation.

TELETRAC INC: Taps Arthur Anderson as Auditor
The debtor, Teletrac, Inc. seeks court authorization to retain
Arthur Anderson LLP as auditor for the debtor.  The firm will
conduct an audit of the debtor's annual financial statements;
review quarterly financial information included in the debtor's
form 10-Q and opine on the calculation of certain escrow account
funding balance requirements.  Accordingly, the debtor believes
that Andersen is well qualified for these services.  Compensation
will be paid on an hourly basis.  Those professionals now
designated to work on this case bill at hourly rates ranging from
$350 per hour to $190 per hour.

TRANSTEXAS: Applies To Retain Consultant
TransTexas Gas Corporation applies to retain consultant, Meca,
Inc. d/b/a Matrix Energy Capital Associates.  The debtor needs
the professional services of the company to source and negotiate
arrangements for funding drilling programs, to source and
negotiate arrangements for the sale financing or other
monetization of the Winnie Treating Facility and for additional
services as needed and as may be provided upon request.  The
debtor has agreed to pay a monthly retainer of $5,000, and a
daily rate of $600 for each day actually worked, out of pocket
expenses and approved travel costs; and an incentive fee fof.5%
of all capital raised on behalf of TransTexas from certain sourcs
as agreed to by the debtor.

TRANSTEXAS: Applies To Retain Attorneys
Transamerican Energy Corp. and Transamerican Refining Corp.,
debtors, seek court authority to hire the law firm of Jordan,
Hyden, Womble & Culbreth PC, replacing the law firm of Young,
Conaway, Stargatt & Taylor LLP.  The law firm has been approved
as bankruptcy counsel for the debtor, TransTexas.

The firm will assist the debtors and the debtors' special counsel
in the counseling and professional advice regarding cont6inued
operation of their businesses and management of their property
and duties and responsibilities as debtors;

Assist the debtors and the debtors' special counsel in preparing
all schedules and statements required;

Assist the debtors and the debtors' special counsel in preparing
on behalf of the debtors all necessary applications, notices,
answers, adversaries, orders, reports and other legal papers
regarding the debtors' obligations and operations under Chapter

Assist the debtors and the debtors' special counsel in performing
all other legal services for the debtors as may be necessary and
appropriate to advise, instruct assist or otherwise perform the
duties of debtor.

The firm charges hourly rates ranging from $275 to $55 for

VOICE IT WORLDWIDE: Disclosure Statement Hearing Continued
The US Bankruptcy Court for the District of Colorado entered an
order on July 16, 1999, vacating the hearing date for considering
the adequacy of the Disclosure Statement which was to be held on
July 20, 1999.  The debtor is required to file a status report
with the court on the progress of the debtor and Renaissance in
formulating a consensual plan of reorganization on or before
September 20, 1999.

A meeting of creditors is set in the Chapter 7 case of Western
Fidelity Funding, Inc. for August 16, 1999 at 3:30 PM at the US
Custom House, 721 19th Street Rm. 125, Denver, CO.  Attorney for
the debtor is Harry Sterling 1600 Broadway, Ste. 2600, Denver,

WIRELESS ONE: Replies to Objection of Black Warrior
Wireless One, Inc., debtor, replies to the objection of Black
Warrior Telecommunications, Inc. (BWT) with respect to the
debtor's motion for postpetition financing.  The debtor states
that BWT has no standing to assert the objection since it is
based on the contractual obligations of an indirect, non-debtor
subsidiary. The debtor asserts that even if BWT or its members
had a claim against the debtor, BWT's alleged administrative
priority claim is not entitled to superpriority status which
would be equal to or greater than the superpriority status to be
accorded to the proposed lender and which ahas already been
accorded to the current lender; and the postpetition financing
objected to does not, and is not intended to alter the
contractual rights of BWT.

DLS CAPITAL PARTNERS: Bond Pricing For Week of July 19, 1999
Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07                  15 - 18 (f)
Amer Pad & Paper 13 '05                56 - 59
Asia Pulp & Paper 11 3/4 '05           75 - 76
Boston Chicken 7 3/4 '05                5 - 6 (f)
E & S Holdings 10 3/8 '06              52 - 54
Geneva Steel 11 1/2 '01                21 - 22 (f)
Globalstar 11 1/4 '04                  72 - 73
Hechinger 9.45 '12                     11 - 13 (f)
Iridium 14 '05                         18 1/2 - 20 (f)
Jitney Jungle 10 3/8 '07               36 - 39
Loewen 7.20 '03                        65 - 66
Planet Hollywood 12 '05                19 - 21 (f)
Samsonite 10 3/4 '08                   84 - 86
Service Merchandise 9 '04              22 - 23 (f)
Sterling Chemical 11 3/4 '06           79 - 81
Sun Healthcare 9 1/2 ''07              12 - 15(f)
Sunbeam 0 '18                          17 - 18
TWA 11 3/8 '06                         63 - 65
Vencor 9 7/8 '05                       30 - 33 (f)
Zenith 6 1/4 '11                       22 - 25 (f)


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

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

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

This material is copyrighted and any commercial use, resale
or publication in any form (including e-mail forwarding,
electronic re-mailing and photocopying) is strictly
prohibited without prior written permission of the

Information contained herein is obtained from sources
believed to be reliable, but is not guaranteed.   
The TCR subscription rate is $575 for six months delivered
via e-mail. Additional e-mail subscriptions for members of
the same firm for the term of the initial subscription or
balance thereof are $25 each.  For subscription
information, contact Christopher Beard at 301/951-6400.  
          * * *  End of Transmission  * * *