TCR_Public/990727.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
     
      Monday, July 27, 1999, Vol. 3, No. 142                                              
                           
                    Headlines

AMERICAN BANKNOTE: Announces Trading In Shares To Be Suspended
BRAKE HEADQUARTERS: Court Grants Use Of Cash Collateral
BROOKE GROUP: Ala. Court Nixes Fletcher Class Action Settlement
BROTHERS GOURMET: Seeks Extension of Exclusivity
COSMETIC CENTER: Delisted From NASDAQ/Appoints New CFO

COSMETIC CENTER: GOB Sales To Wind Down Operations
CRIIMI MAE: Creditors Committee Opposes Bridge Order
DANKA BUSINESS SYSTEMS: Notifies SEC, Reports Will Be Filed Late
EAGLE PICHER: Acquisitions/Sale Affect Comparison Of Statistics
GEOTEK COMMUNICATIONS: Stockholders To Receive Nothing

HECHINGER: To Employ KPMG as Tax Consultants and Auditors
IEC ELECTRONICS: Third Quarter Results
JUMBOSPORTS: Seeks Authority To Sell Property In Tucson, Arizona
LIVENT (US): Order To Show Cause Re: Term Sheet
MARVEL ENTERPRISES: Appoints Peter Cuneo President And CEO

MERRY-GO-ROUND: 4th Cir. Declines to Cap Landlords' Claims
MERRY-GO-ROUND: Judge Makes Snyder Weiner Jump through Hoops
METAL MANAGEMENT: CEO Resigns/Search On For Replacement
NATIONAL HEALTH: Seeks Order Authorizing DIP Financing
NU-KOTE HOLDING: Objection Overruled, KPMG Appointed Auditor

PHYSICIANS RESOURCE: Restructuring Agreement Breach Is Alleged
PRESLEY COMPANIES: Merger With Wholly-Owned Subsidiary Proposed
PRIMARY HEALTH: Seeks Interim Hearing For DIP Credit Agreement
QUALITECH STEEL: Asks To File Plan Without Disclosure Statement
RENAISSANCE COSMETICS: Seeks Approval of Employee Retention Plan

SMARTALK TELESERVICES: AT&T Asks To Lower Amount Of Holdback Note
STAFF BUILDERS: Quarterly Revenues Off/Losses Up
STARTER CORP: MLBP Objects to Asset Purchase Agreement
TAL WIRELESS: Liquidating Assets/Shareholders Position Unclear
TELETRAC INC: Seeks Authorization to Employ Financial Advisor

TRACE INT'L: Filing Does Not Change Control in Foamex Debt
VIDIKRON TECHNOLOGIES: Announces PNC Bank Action
WELLCARE MANAGEMENT: Transactions To Change Future Operations
WIRELESS ONE: Seeks Extension To Assume or Reject Leases
Z.FREDERICK: Hearings Set for Auction and Sale

Meetings, Conferences and Seminars

                    **********

AMERICAN BANKNOTE: Announces Trading In Shares To Be Suspended
---------------------------------------------------------------
American Banknote Corporation announced that it has been notified
by the New York Stock Exchange that trading in the company's
stock will be suspended prior to the opening on Tuesday, August
3, 1999 or earlier if American Banknote commences trading in
another securities marketplace; information is received that
American Banknote does not meet the listing requirements of the
other securities marketplace; or American Banknote makes a
material adverse news announcement.  Following suspension,
application will be made by the NYSE to the Securities and
Exchange Commission to delist the issue.  The NYSE has taken
these actions in light of the company's failure to meet certain
listing standards.

As previously announced, the company's advisor, The Blackstone
Group, is continuing discussions with an informal committee of
Subordinated Note holders, who hold more than 85% of the notes,
on the terms of a consensual restructuring converting all or a
substantial portion of that debt to equity.  There is no
assurance that American Banknote will be able to reach
any agreement with the holders of the notes.

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.


BRAKE HEADQUARTERS: Court Grants Use Of Cash Collateral
-------------------------------------------------------
The voluntary petition for Chapter 11 bankruptcy proceedings by
Sanyo Automotive Parts, Ltd. and ABS Brakes, Inc. was filed on
May 28, 1999, in the U.S. Bankruptcy Court for the Eastern
District of New York.  The two companies are wholly-owned
subsidiaries of Brake Headquarters U.S.A., Inc.  The two
petitions are being jointly administered under court order dated
June 3, 1999.

An emergency motion to use the cash collateral of the National
Bank of Canada, New York Branch, was made returnable on June 3,
1999 and after a hearing, the use of the cash collateral in
accordance with a budget submitted by Sanyo and ABS was ordered.  
A permanent hearing on the use of cash collateral is scheduled.

The two subsidiaries will have the opportunity, under the
guidance of the courts, to settle outstanding claims and
reorganize their business. This decision was due, in part, to
continued losses incurred, especially by Sanyo, and to protect
the integrity of Brake Headquarter's operations and those of its
subsidiary WAWD, which are not expected to be negatively
affected as a result of these filings.


BROOKE GROUP: Ala. Court Nixes Fletcher Class Action Settlement
---------------------------------------------------------------
Brooke Group Ltd. (NYSE: BGL) announced that the Alabama State
Court in Mobile has denied final approval of a limited fund
settlement agreement between Brooke and its Liggett Group tobacco
subsidiary and class action plaintiffs and individual smokers
nationwide in Fletcher, et al. v. Brooke Group Ltd., et al.  In
the ruling, the Alabama State Court attributed the decision to
the recent Supreme Court decision in Ortiz v. Fibreboard Corp.  
Brooke is a holding company which owns Liggett Group Inc. and
controlling interests in Liggett-Ducat Ltd. and New Valley
Corporation.
  
According to the Los Angeles Times, Brooke Group is the U.S.' No.
5 cigarette maker.  Liggett's plan would have given consumers 9%
of the company's annual pretax income, or at least $ 1 million a
year for the next 25 years. A fund would have distributed the
money, and smokers wouldn't be allowed to opt out of the
settlement and file their own lawsuits--removing the threat to
Liggett of any further liability.

A Brooke Group spokesman said the company is reviewing its
options. During a hearing before Kendall on June 10, a Liggett
consultant testified that without the settlement, mounting claims
estimated at more than $46 million so far would force Liggett
into bankruptcy.  Brooke Group's shares closed unchanged at
$22.31 on the NYSE.


BROTHERS GOURMET: Seeks Extension of Exclusivity
------------------------------------------------
The debtors, Brothers Gourmet Coffees, Inc. et al. seek an
extension of the exclusive period during which the debtors may
solicit acceptances of their plan of reorganization.

The debtors seek an extension through and including September 16,
1999.  The debtors state that they have diligently pursued the
advancement of their chapter 11 cases, entering into an Asset
Purchase Agreement and Supply Agreement, authorizing the sale of
the Assets of the debtor to P&G for consideration consisting of
cash in the amount of $21.5 million and assumed liabilities under
customer contracts of up to $1.3 million.  The debtors represent
that the extension is reasonable in view of the progress made by
the debtors, streamlining their business, negotiating , drafting
and filing a plan of reorganization and a proposed disclosure
statement, preparing for and conducting the auction and
contracting to sell a substantial portion of their business for
the benefit of creditors.  P&G did not purchase the Houston
Facility under the terms of the Asset Purchase Agreement.  The
debtors believe that the bifurcated sale structure ultimately
will maximize the value obtained for the debtor's assets as a
whole, and maximize the return to creditors, however, the
debtors' timetable for confirmation of the plan will be delayed
in order to provide the debtors with additional time to either
market and sell the remaining assets or formulate and propose a
plan providing for an internal reorganization of the remaining
assets.  


COSMETIC CENTER: Delisted From NASDAQ/Appoints New CFO
---------------------------------------------------------------
Early in May The Cosmetic Center, Inc. announced that its common
stock will no longer be listed on The Nasdaq SmallCap Market. The
stock had been trading on the SmallCap Market via a temporary
exception from the minimum bid price requirement.

The Cosmetic Center, Inc. is a specialty retailer of brand-name
cosmetic, fragrance, skin care, hair and personal care products,
sold at value prices. The company's retail and outlet stores
operate principally under the names The Cosmetic Center and
Prestige Fragrance & Cosmetics.

The company also reported that Mr. Kemp Woollen, Vice President
and Chief Accounting Officer of the company, resigned his
position with the Cosmetic Center Inc. as of May 21, 1999 and
that Charles Kill has been named the company's new Chief
Financial Officer, effective June 14, 1999. Mr. Kill is
a certified public accountant, with 25 years experience,
including over 20 years in retailing.


COSMETIC CENTER: GOB Sales To Wind Down Operations
--------------------------------------------------
On July 9, 1999, The Cosmetic Center, Inc. revealed that, based
on the increasingly competitive marketplace for its products and
its current financial position, the company has decided to
proceed with an orderly wind-down of its operations, subject to
Bankruptcy Court approval.

The company plans to liquidate its inventory through Going-out-
of-Business sales, which are expected to begin by the end of
July, after selection of a Court-approved liquidator. These sales
are anticipated to continue up to sixteen weeks, or until the
middle of November, depending upon the location.

Cosmetic Center expects to retain many of its store-based
associates and a portion of its corporate associates as the
business is phased down, and anticipates that its Columbia,
Maryland headquarters will be closed by the end of the year. The
company noted that it will continue its efforts to locate a
strategic buyer for the business as the wind-down proceeds.

Cosmetic Center filed for Court protection under Chapter 11 of
the Bankruptcy Code on April 16, 1999. The company, which employs
approximately 1,200 people, currently operates 31 Cosmetic Center
stores primarily in Maryland and Virginia and 93 Prestige
Fragrances & Cosmetics outlet stores in 27 states.

The month ended May 29, 1999, financial figures show a net loss
of $3,110 million on sales revenues of $18,384 million.  The five
months ending on the same date showed a net loss of $16,787
million on revenues of $67,232 million.


CRIIMI MAE: Creditors Committee Opposes Bridge Order
----------------------------------------------------
CRIIMI MAE, Inc., debtor, and its two affiliated debtors filed a
motion for a third extension of exclusivity, seeking a 60 day
extension of the period that currently ends on August 2, 1999.  
The debtor also filed a motion for a bridge order extending
exclusivity until the court is able to conclude a hearing on the
third exclusivity motion.  The Official Committee of Unsecured
Creditors in the CRIIMI Mae, Inc. objects to the motion for the
bridge order stating that if the third motion for exclusivity is
granted, it would give the debtor a full year of exclusivity to
file a plan of reorganization. "For a debtor that is essentially
a securities portfolio without an ongoing business - more akin to
a hedge fund than an operating company - this is extraordinary."

The Committee suggests that the debtor is substantially behind
its projected schedule to negotiate an equity investment as a
foundation for its recapitalization plan of reorganization.  The
Committee blames the delay on the debtors and their
professionals.  The Committee states that the debtor received
three draft equity purchase agreements from credible prospective
investors, and yet it still does not have a deal.  The delay that
has been suffered was not inevitable, but was instead the result
in large part of the debtor's inability to manage the process
properly.

The Committee states further that the recapitalization effort
remains a high-risk proposition. The Committee states that the
risks of volatility of the CMBS market, which affect the value of
the debtor's assets, remain as great as ever.  Also, developments
in the bond market have also begun to threaten the values of the
debtor's assets.   Since the beginning of the calendar year,
there has been a steady increase in interest rates which has
eroded the value of the debtor's assets.

The Committee objects to a bridge order saying that the debtor
delayed in filing the third motion for exclusivity late, with no
good reason for such filing, and in doing so ignored the court's
warning from May.


DANKA BUSINESS SYSTEMS: Notifies SEC, Reports Will Be Filed Late
----------------------------------------------------------------
Danka Business Systems plc reports that due to the operational
and administrative pressures on the company's staff which have
resulted from the restructuring of the company's business; the
preparation of reports required by the company's bank lenders in
order to obtain and maintain waivers of financial covenant
requirements under its bank credit agreement; the updating of a
business plan and other matters required to satisfy the
requirements for advances under the credit agreement while the
waivers have been in effect; the efforts to conclude the
company's disposition of its outsourcing business and other
assets; ongoing activities necessary to maintain the company's
relationships with and access  to other sources of funding; and
ongoing activities necessary to maintain  the company's
relationships with and access to suppliers and
vendors, Danka has been unable to assemble the required
information and has been unable to prepare its annual financial
reports within  the prescribed time period required by the
Securities & Exchange Commission.

The company indicates that it anticipates annual statements for
the year ended March 31, 1999 will reflect lower levels of
revenue, and will reflect an operating loss, net loss and net
loss per American Depositary Share for the year and quarter ended
March 31, 1999 compared to revenue, operating earnings, net
earnings and net earnings per ADS for the year and
quarter ended March 31, 1998.


EAGLE PICHER: Acquisitions/Sale Affect Comparison Of Statistics
---------------------------------------------------------------
Eagle Picher, in filing financial information for the year ended
May 31, 1999, points out that as a result of an acquisition
effective February 24, 1998, the company's results of operations
and financial position for periods after February 24, 1998 are
not comparable to those of prior periods. The company's unaudited
consolidated statement of income (loss) as of February 28, 1998
includes results of operations from (1) December 1, 1997 through
February 24, 1998 of the predecessor company and (2) February 25
through February 28, 1998 of the company. In addition to
the effects of the acquisition, other factors affecting the
comparability of operations are the sale of  the Trim Division in
the fourth quarter in 1998 and the acquisition of Carpenter in
the second quarter of 1999.

The company's net sales were $249.8 million for the second
quarter ended May 31, 1999, an increase of $29.9 million or 13.6%
from the comparable period of 1998. Included in the results of
the second quarter of 1999 are net sales of Carpenter, which was
acquired in the second quarter of 1999, and included in the
second quarter of 1998 are net sales of the Trim Division, which
was sold in the fourth quarter of 1998. If the net sales of
the Trim Division and Carpenter are excluded, the company's
quarterly net sales increased 0.2%. On a year-to-date basis, net
sales increased 4.4% in 1999 from the comparable period in 1998.
However if the net sales of the Trim Division and Carpenter are
excluded, net sales decreased 0.9%. Net gain for the second
quarter ended May 31, 1999, was $2.4 million while net
loss for the comparable period in 1998 was $9.3 million.


GEOTEK COMMUNICATIONS: Stockholders To Receive Nothing
------------------------------------------------------
As previously reported by Geotek Communications, Inc., on
February 12, 1999 the company agreed to sell all of its 191 900
MHz licenses to Nextel Communications, Inc. for a purchase price
of $150 million, subject to Bankruptcy Court and regulatory
approvals.

On June 15, 1999, Nextel sent a letter to the company indicating
that Nextel had determined not to continue its efforts to obtain
regulatory approvals allowing Nextel to acquire certain of
Geotek's FCC Licenses located in cities subject to a Consent  
Decree  between  Nextel  and the United  States of America.  The
Phase II Licenses were to be sold to Nextel for $130,839,000 (in
cash or Nextel common stock) of the $150 million total purchase
price.  As of July 1, 1999, the agreement had not been  
terminated.  If the agreement is terminated as to the Phase II
Licenses, then, pursuant to the company's  Second Amended
Consolidated Plan of Liquidation dated May 21, 1999, the
unsecured creditors of Geotek will not receive or retain any
property under the plan.

Under the Plan, the company's preferred and common stock will be
canceled upon the effective date of the plan.  The holders of the
company's preferred stock and common stock will not receive or
retain any property under the plan.


HECHINGER: To Employ KPMG as Tax Consultants and Auditors
---------------------------------------------------------
The debtors, Hechinger Investment Company of Delaware, Inc., et
al. seek authority to employ KPMG LLP as tax consultants and
auditors for the debtors and seek payment of prepetition
indebtedness.

The debtors require accountants, among other things, to audit the
debtors' financial statements, assist the debtors in complying
with the regulatory requirements of the SEC and to provide tax
compliance and related advisory services.  The hourly rates
payable to KPMG are currently

Partner $415 to $470
Director/Senior Manager $275 to $400
Manager $250 to $275
Senior Accountant $195 to $245
Staff Accountant $150 to $190

The debtors also seek court authority to pay KPMG a prepetition
indebtedness of $398,250, of which a majority can be attributed
directly to the preparation of tax returns.  As a result of the
bankruptcy filing, the debtors' bank returned the original checks
for the payment.


IEC ELECTRONICS: Third Quarter Results
--------------------------------------
(NASDAQ: IECE) today reported results for the third quarter and
first nine months of fiscal 1999.  Net sales for the three-month
period ended June 25, 1999, were $ 37.5 million, a 13 percent
decrease from the $ 43 million reported for the same quarter last
year. For the quarter, the Company reported a net loss of $ 1.7
million, or $ .23 per share. This compares to a net loss of $ 1.3
million, or $ .18 per share, for the same quarter one year ago.  
For the first nine months of fiscal 1999, IEC reported
sales of $ 108.6 million, a decrease from the $ 208 million in
sales reported for the first nine months of fiscal 1998. The net
loss for the first nine months of fiscal 1999 was $ 5.8 million,
or $ .76 per share. This compares to net earnings of $ 99,000, or
$ .01 per share for the first nine months of fiscal 1998.  
Russell E. Stingel, Chairman and Chief Executive Officer,
commented, "Sales showed a modest increase after several quarters
of softness that had been caused by the loss of our PC-related
business. We believe this demonstrates our business development
efforts in telecom, networking, and industrial electronics
are beginning to yield results. Our expansion into Europe and
Mexico is expected to enable IEC to achieve additional success
with our business portfolio.  "We continue to improve efficiency
to increase margins while investing in engineering and box-build
services that are increasingly important to our customers," Mr.
Stingel said.  The Company also announced that, in accordance
with the existing transition plan, Mr. Stingel is retiring at the
end of the current fiscal year after 22 years of service with the
Company. David W. Fradin, currently President and Chief Operating
Officer, has been named President and Chief Executive Officer
effective October 1, 1999. Mr. Fradin will become a member of the
Board of Directors, and Mr. Stingel will continue to serve as
Chairman.  IEC is a full service, ISO 9002 certified, contract
manufacturer employing state-of-the-art production utilizing both
surface mount and pin-through-hole technology. IEC offers its
customers a wide range of manufacturing and management services,
on either a turnkey or consignment basis, including design
prototyping, material procurement and control, concurrent
engineering services, manufacturing and test engineering support,
statistical quality assurance and complete resource management.
Information regarding IEC can be found on its World Wide Web page
located at http://www.iec-electronics.com.  


JUMBOSPORTS: Seeks Authority To Sell Property In Tucson, Arizona
----------------------------------------------------------------
The debtors, Jumbosports Inc., seek authority to sell real
property located in Tucson, Arizona to Home Depot USA, Inc.  The
property is located at 7255 East Broadway Boulevard.  The total
purchase price for the real property is $2.7 million consisting
of a deposit in the amount of $50,000 which will be placed with
the escrow agent, Landamerica Financial Group, Inc.

The Real Estate Broker CB Richard Ellis, Inc. is entitled to a
commission of $135,000 in connection with the sale of the Real
Property.


LIVENT (US): Order To Show Cause Re: Term Sheet
-----------------------------------------------
The Honorable Arthur J. Gonzalez orders that all parties in
interest show cause at a hearing on July 29, 1999 at 11:00 AM why
the court should not enter an order approving the term sheet
summarizing the terms of the agreement by an d among Livent Inc.
and its debtor subsidiaries Westsun Show Systems (US) Inc. and
its affiliates and SFX Entertainment Inc.  The Term Sheet
provides for the assumption and assignment of certain unexpired
leases and the rejection of certain unexpired leases in
connection with the debtors' pending sale of substantially all of
the debtors' assets to SFX.  The Term Sheet also resolves cure
amounts and other claims asserted by Westsun against the debtors,
including fixing rejection damage claims.  The Term Sheet sets
forth the terms of a continuing relationship between Westsun and
SFX after closing of the Asset Sale.


MARVEL ENTERPRISES: Appoints Peter Cuneo President And CEO
----------------------------------------------------------
Marvel Enterprises, Inc. has announced the appointment of Peter
Cuneo as President and Chief Executive Officer of the company.
Mr. Cuneo replaces Eric Ellenbogen, who resigned from the company
to head a media investment concern.

In making the announcement, Morton Handel, the company's Chairman
of the Board, said, "Peter's twenty-five years of management and
administrative experience in a broad range of consumer businesses
with strong brand identities makes him uniquely suited to build
on the company's existing creative talent and to ensure continued
growth. I look forward to his leadership."

Mr. Cuneo said, "This is an exciting opportunity to further
develop Marvel's creative capital. I expect to continue the
recent growth of Marvel's publishing and licensing businesses. At
the same time, I look forward to expanding the opportunities
available to Marvel from the entertainment projects currently in
progress, such as the X-Men and Spider-Man live-action feature
films, and the significant expansion of Marvel's internet
presence."

Mr. Cuneo has been Chief Executive Officer of Remington Products
Company, L.L.C., a manufacturer and marketer of personal care
appliances; President of the Security Hardware Group of Black and
Decker Corporation; and, as President of Clairol's Personal Care
Division, a senior executive at Bristol-Myers Squibb Company. He
was also a director of FactoryMall.com, an internet marketer of
durable consumer products that was sold to Theglobe.com, Inc. in
February, 1999.

He holds an MBA from the Harvard Graduate School of Business, and
received his undergraduate degree from Alfred University, where
he is currently a member of the Board of Trustees.

Commenting on Mr. Ellenbogen's departure, Mr. Handel said, "Eric
joined Marvel at a critical time, just as the company emerged
from Chapter 11 bankruptcy. He assembled an outstanding
management team, successfully completed a $250 million long-term
financing and arranged a three-year $60 million working capital
facility. He also helped launch the Spider-Man filmed
entertainment franchise with Sony Pictures Entertainment,
resolving years of litigation over the company's best-known
property. We thank him for his considerable contributions to
Marvel."

Marvel Enterprises, Inc. is one of the world's leading
entertainment companies with operations in the licensing, comic
book publishing and toy businesses. The company was formed on
October 1, 1998 upon the emergence of Marvel Entertainment Group,
Inc. from bankruptcy and its merger with Toy
Biz, Inc. Through its ownership of over 3,500 proprietary
characters, the company has published comic books for over 60
years in over 70 countries. Marvel licenses the right to use its
characters in a wide range of consumer products such as video
games, interactive software and apparel, as well as for
television series and feature films.


MERRY-GO-ROUND: 4th Cir. Declines to Cap Landlords' Claims
----------------------------------------------------------
The United States Court of Appeals for the Fourth Circuit held on
appeal that the Bankruptcy Code's rent cap does not apply to a
landlord's administrative claim for future rent arising under a
Chapter 11 postpetition commercial lease that was breached by the
Chapter 7 trustee following case conversion.  Capping future rent
administrative claims, the panel opined, could provide a
disincentive for landlords to lease property to debtors-in-
possession.  Moreover, the concern that the landlord would
receive a windfall at the expense of other creditors was
alleviated by the landlord's state-law duty to mitigate its
claim.  In re Merry-Go-Round Enterprises, Inc., 1999 WL 371588
(C.A.4 (Md.)).


MERRY-GO-ROUND: Judge Makes Snyder Weiner Jump through Hoops
------------------------------------------------------------
Synder, Weier, Weltchek, Vogelstein & Brown, after extracting the
widely-reported $185 million settlement from Ernst & Young, LLP,
filed its Fee Application with the Bankruptcy Court in Baltimore
seeking payment of its 40% contingency fee from Merry-Go-Round
Enterprises, Inc.'s chapter 7 estate.  

Bear, Stearns & Co., Inc., launched an attack, asking Judge Derby
to review the fee for its reasonableness in light of the hours
spent by the Firm in prosecuting the case.  

Persuaded that more inquiry is necessary before approving payment
of the Contingency Fee, Judge Derby has scheduled a hearing for
August 4, 199, to consider, among others the parties may raise,
six questions:

   (1) Does the fee quested by Snyder, Weiner in this case
violate
       Maryland Rule of Professional Conduct 1.5(a)?

   (2) If the fee requested by Snyder, Weiner violates Maryland
       Rule of Professional Conduct 1.5(a), what impact, if any,
       should such a finding have on the bankruptcy court's
       decision on Snyder, Weiner's application for approval of
       its contingency fee?

   (3) If considering Snyder, Weiner's fee application, should
       the bankruptcy court consider what was the fair market
       price for the subject legal representation of the Trustee?

   (4) If so, how should the fair market price be determined?  
       Further, did the Trustee consider the fair market price
       when she employed Snyder, Weiner?

   (5) In considering Snyder, Weiner's fee application, should
       the bankruptcy court make an assessment of the risk in
       the representation, and, if so, how and as of what date
       or dates?

   (6) To what extent was the Trustee informed as to the risks of
       success in the subject legal representation at the time
       she entered into the retention agreement with Snyder,
Weiner?

To adduce evidence relative to these six questions, and to get a
clearer picture about the Trustee's estimates of allowable
chapter 7, post-chapter 11 and pre-chapter 11 claims against the
Merry-Go-Round Estates, Bear, Stearns & Co., Inc., is proceeding
to depose Snyder Weiner and Deborah Devan, the Chapter 7 Trustee.  

Bear, Stearns is represented in this matter by David M. Friedman,
Esq., at Kasowitz Benson in New York.


METAL MANAGEMENT: CEO Resigns/Search On For Replacement
-------------------------------------------------------
On July 16, 1999, Metal Management, Inc. announced that T.
Benjamin Jennings has resigned, effective immediately, as the
company's Chairman and Chief Executive Officer, and as a
director, in order to pursue other personal and business
interests.  Mr. Jennings and the company have agreed that Mr.
Jennings will continue his relationship with Metal Management in
a consulting capacity to assist in future transactions.

Metal Management will immediately commence a nationwide
search for a new Chief Executive Officer.  Albert A. Cozzi,
Metal Management's President and Chief Operating Officer,
will assume the additional title of Chairman of the Board.
Pending the outcome of the nationwide search, the duties of the
chief executive officer will be carried out by a four-member
committee consisting of Mr. Cozzi, William T. Proler, the
President of the company's Gulf Coast operations, and Executive
Vice Presidents George A. Isaac, III and David A. Carpenter.
The composition of the company's Board of Directors will
otherwise remain unchanged.

Metal Management is one of the largest and fastest-growing
full service metals recyclers in the United States,
with approximately 50 recycling facilities in 15 states
and estimated annualized gross revenues of approximately
$800-million. The company also owns a 28.5 percent interest
in Southern Recycling, the largest scrap metal recycler in
the Gulf Coast region.


NATIONAL HEALTH: Seeks Order Authorizing DIP Financing
------------------------------------------------------
National Health & Safety Corporation seeks court approval of each
of the following components of the first phase of the debtor's
reorganization strategy.  

a. The debtor requests that the court establish a bidding and
sale procedure for the debtor to sell the PowerX Division and set
a hearing on the final sale;

b. The debtor requests that the court immediately approve, on an
interim basis, the DIP Facility between the Debtor and Medsmart
to fund the debtor's ongoing cash flow losses until the sale of
the PowerX Division.

c. The debtor requests the court to compare the offer of Medsmart
to the offers of any other parties received prior to the hearing
date on the sale of the assets and to approve the sale of the
PowerX Division assets tot he highest bidder;

d. The debtor requests the assumption and assignment of the
executory contracts related to the POWERX Division designated as
the "Assumed Contracts" in the Asset Purchase Agreement; and

e. Upon final hearing the debtor requests that the court approve
the DIP financing facility on a final basis to fund any further
operational cash flow drains pending confirmation of the debtor's
plan of reorganization.


NU-KOTE HOLDING: Objection Overruled, KPMG Appointed Auditor
------------------------------------------------------------
As previously reported on November 6, 1998 Nu-kote Holding, Inc.
filed a voluntary petition for protection under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the Middle District of Tennessee in Nashville,
Tennessee.  Six subsidiaries of the Company, Nu-kote
International, Inc., Future Graphics, Inc., Nu-kote
Imperial, Inc., Nu-kote Latin America, Inc., Nu-kote Imaging
International, Inc. and International Communication Materials,
Inc., also filed voluntary petitions for reorganization under
Chapter 11 of the Bankruptcy Code on November 6, 1998.

On January 22, 1999 Nu-kote filed a motion with the Bankruptcy
Court to employ PricewaterhouseCoopers LLP as the principal
accountants to audit its consolidated financial statements.  
PricewaterhouseCoopers had been engaged in that capacity prior to
the filing by Nu-kote for protection under Chapter 11.

The U.S. Trustee's office objected to the engagement of
PricewaterhouseCoopers LLP, and on March 16, 1999 a hearing was
held in the Bankruptcy Court to determine whether Nu-kote would
be permitted to engage the firm.  At that hearing, the Bankruptcy
Court denied the motion to employ PricewaterhouseCoopers LLP.  
The Bankruptcy Court ruled that the firm was disqualified from
acting in such capacity due to a conflict of interest which
resulted from the merger of Coopers & Lybrand and Price
Waterhouse on July 1, 1998. Prior to the merger, Coopers &
Lybrand was the principal accountant to audit Nu-kote's
consolidated financial statements.

On June 15,1999 KPMG Peat Marwick L.L.P was engaged to act as the
company's auditors. An objection to their engagement was filed
with the Bankruptcy Court on July 6, 1999. On July 13, 1999 the
Bankruptcy Court heard the objection to the engagement of KPMG
and overruled it. As a result KPMG will audit Nu-kote and its
subsidiaries based in the United States and elsewhere to act as
the company's principal auditor. PricewaterhouseCoopers L.L.P.
will continue to act as auditor for the company's foreign
subsidiaries that are not in bankruptcy.

Standard & Poor's CreditWire--July 23, 1999--Standard & Poor's
today assigned its single-'B'-minus rating to The Penn Traffic
Co.'s $ 100 million 11% senior unsecured notes due 2009 and its
double-'B'-minus rating to the company's $ 320 million secured
credit facility. Standard & Poor's also assigned its
single-'B'-plus corporate credit rating to Penn Traffic.

The outlook is stable.

On March 1, 1999, Penn Traffic filed a petition for relief under
chapter 11 of the Bankruptcy Code. The company emerged from
bankruptcy reorganization on June 29, 1999. The restructuring
reduced the company's debt outstanding to about $ 350 million as
all of Penn Traffic's $ 1.13 billion formerly outstanding
senior and subordinated notes were canceled.

The speculative-grade ratings reflect the challenges faced by a
new management team to improve the company's operations and gain
market share in a highly competitive industry after four years of
declining profitability and same-store sales. The declining
performance was caused by poor merchandising, strategic planning,
and customer service as well as excessive cost cutting. The
company failed to understand local market demand and competition
which ultimately led to reduced customer traffic and sales. These
factors are somewhat mitigated by the company's new capital
structure which provides adequate financial flexibility through
reduced debt service costs, a lack of near-term maturities, and
adequate capacity under the revolving credit facility.

Several new individuals have been hired to fill key management
positions, including Joseph Fisher, president and chief executive
officer. Fisher and his team will be challenged to stabilize the
company's operations and attract both old and new customers to
the company's supermarkets. Although same-store sales
declined through June 1999, the rate has slowed, indicating that
management's efforts may have begun to take effect and a
stabilization of the business may be near.

The reorganization provides the company with much greater
financial flexibility and cash flow protection than under the old
capital structure. Lease-adjusted total debt to earnings before
interest, taxes, depreciation, and amortization (EBITDA) is now
about 4 times (x) compared with 12x before the company filed for
bankruptcy protection. Standard & Poor's expects lease-
adjusted EBITDA to cover interest expense by about 2.4x in 1999.
On a pro forma basis for the reorganization, EBITDA coverage of
interest expense would have been about 2.1x in 1998. Financial
flexibility is provided by the revolving credit facility, which
is expected to have more than $ 100 million of availability at
the company's peak borrowing level, and the lack of near-term
maturities.

The $320 million credit facility, consisting of a $ 205 million
six-year revolving credit facility due 2005, $ 40 million Term
Loan A due 2005, and $75 million Term Loan B due 2006, is secured
by substantially all assets of the company and its subsidiaries,
other than those assets subject to specific liens. Borrowings
under the revolving credit facility are limited to a borrowing
base determined as the sum of 85% of accounts receivable and 65%
of inventory. The bank facility is rated one notch higher than
the corporate credit rating. Standard & Poor's assessment of the
value of the company's discrete assets considered the market
values using outside appraisals, where necessary, the
assets' potential to retain value over time, and an orderly
liquidation scenario. The security interest in the collateral,
coupled with the borrowing base limitation for amounts
outstanding under the revolving credit facility, offers
reasonable prospects for full recovery of principal if a payment
default were to occur.

The senior unsecured notes are rated two notches below the
corporate credit rating because of the significant amount of
secured debt in the capital structure.


PHYSICIANS RESOURCE: Restructuring Agreement Breach Is Alleged
--------------------------------------------------------------
Physicians Resource Group, Inc., on July 20, 1999, announced that
Resurgence Asset Management, L.L.C., the party with which the
company has entered into a restructuring agreement related to the
company's 6% Convertible Subordinated Debentures due 2001, has
notified the company that Resurgence Asset Management believes
there has been a material breach by Physicians Resource Group of
the terms of the Restructuring Agreement and that such alleged
breach provides Resurgence the right to terminate the
Restructuring Agreement.  The company has stated that it does
not believe that it has breached the Restructuring Agreement and
continues to pursue its restructuring.  However, the company does
not believe that it will complete its restructuring by September
30, 1999, the date by which the Restructuring Agreement indicates
the company's restructuring must be completed.

Physicians Resource Group indicates that it intends to continue
to pursue its restructuring. Since January 1, 1999, the company
has been successful in completing sales of assets used in
connection with the operation of fifteen medical practices and
certain interests in six ambulatory surgery centers. In
connection with those sales, all litigation and other disputes
with the affiliated medical practices and surgery centers were
resolved, approximately $6.4 million in principal amount of notes
payable by the company to the affiliated medical practices
were retired and the management services agreements between the
company and the affiliated medical practices were terminated. In
connection with these asset sales, the company generated cash
sufficient to allow it to retire approximately $9.5 million in
bank indebtedness, as well as its $3.75 million loan from
Resurgence provided for in the Restructuring Agreement.

There is no assurance that Resurgence will not attempt to
terminate the Restructuring Agreement based on the company's
alleged breach of the Restructuring Agreement or any failure by
the company to complete the restructuring by September 30, 1999.

Physicians Resource Group is a provider of physician practice
management services to eye care practices and operates ambulatory
surgery centers.  


PRESLEY COMPANIES: Merger With Wholly-Owned Subsidiary Proposed
--------------------------------------------------------------
On July 20, 1999, The Presley Companies issued an announcement
that, after approval by a special committee of its Board of
Directors, Presley and William Lyon Homes, Inc. have agreed to an
extension of its revised letter of intent to October 15, 1999.
The extension also extends to October 15, 1999, the period in
which the parties have agreed (with certain exceptions)
to negotiate exclusively.

Presley also announced that its Board of Directors has approved,
subject to shareholder approval, a merger of Presley into a
wholly-owned subsidiary. The subsidiary will be the surviving
company in the merger.

Presley indicates that the principal purpose of the proposed
merger is to help preserve Presley's substantial net operating
loss carryforwards and other tax benefits for use in offsetting
future taxable income or income tax by decreasing the risk of an
"ownership change" for federal income tax purposes. This will be
accomplished by imposing certain restrictions on the transfer of
the surviving company's stock. These restrictions will be
similar to those imposed by several other public companies for
the purpose of preserving their tax benefits against an
"ownership change."

As previously reported, Presley's future use of tax carryforwards
would be severely limited if there were an "ownership change," as
defined by the applicable tax laws and regulations, over any
three-year period. While Presley believes an "ownership change"
has not occurred since 1994, there is a risk that future shifts
in ownership, primarily involving present or future holders of 5%
or more of Presley's shares, could result in an "ownership
change" as calculated for federal income tax purposes.

Generally, Presley has no control over purchases or sales by
investors who acquire 5% or more of its shares. However, the
merger is being proposed to reduce the risk of an "ownership
change" occurring by restricting certain transfers of the new
company's stock.

In general, if the proposed merger is consummated, the transfer
restrictions will prohibit, without prior approval of the board
of directors of the new company, the direct or indirect
disposition or acquisition of any stock of the company by or to
any holder who owns or would so own upon the acquisition (either
directly or through the tax attribution rules) 5% or more of the
new company's stock.

These restrictions are intended to bind all holders of shares of
Presley's common stock outstanding at the effective time of the
proposed merger.  If the proposed merger is consummated, the
transfer restrictions on the shares of the new company will
remain in effect for at least three years unless the new
company's board determines that they are no longer
needed to preserve the company's tax benefits.

Transfers of shares of Presley common stock occurring prior to
the effective time of the proposed merger will not be restricted
and all holders of Presley common stock as of such effective time
will receive shares of the new company in exchange for their
Presley shares on a proposed one-for-five basis.  However,
subsequent dispositions of those company shares will be subject
to the transfer restrictions. Accordingly, if the proposed merger
is consummated, persons who are or become "5% stockholders" of
Presley for purposes of the applicable federal income tax
regulations will be prohibited from disposing of
their shares or acquiring additional shares in the new company
while the transfer restrictions are in effect unless the express
consent of the board of directors of the new company is obtained.

The proposed merger will be submitted for approval at a special
meeting of stockholders of Presley which has not yet been called.
The proposed merger will require the approval of a majority of
the shares of Presley's Series A and Series B common stock,
voting as a single class. No appraisal rights will be available
in connection with the transaction.

The merger is also subject to a number of other conditions,
including receipt of necessary consents and approvals; receipt of
a satisfactory opinion as to the federal income tax effects of
the merger; and consummation of the other transactions
contemplated by the previously announced letter of intent with
William Lyon Homes, Inc.

If the proposed merger is consummated, each share of Series A or
Series B common stock of Presley will be converted into the right
to receive 0.2 common shares of the new company and outstanding
stock options will be correspondingly adjusted. The new company
will have the same financial position as that of Presley
immediately before the merger (the merger is expected to take
effect after consummation of the transactions contemplated
in the letter of intent with William Lyon Homes). Except for the
transfer restrictions, the new shares will have terms
substantially similar to the old shares.

Presley is not soliciting proxies at this time and the offering
of new shares will be made under the federal securities laws only
pursuant to a registration statement declared effective by the
Securities and Exchange Commission.


PRIMARY HEALTH: Seeks Interim Hearing For DIP Credit Agreement
--------------------------------------------------------------
The debtors, Primary Health Systems, Inc. and its debtor
affiliates seek an interim hearing to consider the Emergency
Motion for entry of interim and final orders authorizing the
debtors to enter into a first amendment to the DIP Credit
Agreement for July 28, 1999 at 9:30 AM.  Pursuant to the Credit
Agreement the debtors have received a commitment from the Lenders
to lend up to $23 million to the debtors.  The amendment that the
debtors seek provides that the amount outstanding at any one time
shall not exceed the aggregate principal amount of $26.5 million.  
In anticipation of the August 31, 1999 termination date of the
Credit Agreement, the debtors and the Lenders intend to enter
into an amendment to the Credit Agreement that, among other
things, will extend the Termination Date.


QUALITECH STEEL: Asks To File Plan Without Disclosure Statement
---------------------------------------------------------------
The debtors, Qualitech Steel Corporation and Qualitech Steel
Holdings Corp., the Official Unsecured Creditors Committee and
the Plan Proponents, Chase Venture Capital Associates, LP, John
Hancock Mutual Life Insurance Company, Newcourt Commercial
Finance Corporation and Textron, Inc. seek leave to file a plan
of reorganization without a Disclosure Statement and to set a
Disclosure Statement Hearing.

The Senior Lenders assert that they were the successful bidder at
the auction and now seek entry of an order approving their credit
bid.  Each of the plan proponents as well as the debtor opposes
the sale on procedural and substantive grounds.  By order dated
June 24, 1999, the court terminated the exclusivity period of the
debtors and the plan proponents seek leave of court to file a
plan of reorganization.  The plan proponents request leave to
file their plan without a Disclosure Statement, and that the
court set July 30, 1999 as the date on or before which their
Disclosure Statement must be filed.  The plan proponents request
that a hearing on the Disclosure Statement be set for August 20,
1999 with all objections to the disclosure statement to be filed
on or before August 17, 1999.  The plan proponents request that
the plan and disclosure statement be mailed on or before August
24 to all creditors, and that the hearing on plan confirmation be
set for September 22, 1999 with all objections to confirmation to
be filed on or before September 13, 1999.

The debtors request that the court set July 30, 1999 as the date
on or before which their disclosure statement must be filed.  

As provided in the plan, Qualitech shall provide for an
authorized capital stock of one million shares of New Common
Stock, including 400,000 shares of New Class A Common stock,
200,000 shares of New Class B Common Stock and 200,000 shares of
New Class C common stock and 100,000 shares of New Preferred
stock.  As of the Effective Date, Reorganized Qualitech will
obtain $60 million in new debt financing secured by a first
priority lien in substantially all assets of Reorganized
Qualitech in the form of $40 million in term debt and $20 million
in revolving debt.  Reorganized Qualitech will obtain $125
million in new debt financing in the form of New Bonds, which
will have a second priority lien in substantially all the assets
of Reorganized Qualitech and the payment of which will be
guaranteed by the US Government.


RENAISSANCE COSMETICS: Seeks Approval of Employee Retention Plan
----------------------------------------------------------------
The debtors, Renaissance Cosmetics, Inc., et al. seek entry of an
order approving an Employee Retention Plan designed to retain
certain key executives and employees during the wind down of the
cases.

On July 1, 1999 the court approved the sale of substantially all
of the debtors' assets to DPC Acquisition Corp. A closing is
anticipated on or about July 31, 1999.  Proposed retention bonus
payments total $100,000.


SMARTALK TELESERVICES: AT&T Asks To Lower Amount Of Holdback Note
-----------------------------------------------------------------
On January 19, 1999, SmarTalk TeleServices, Inc. and certain of
its non-foreign subsidiaries filed a voluntary petition under
Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the District of Delaware.

On March 31, 1999, pursuant to the terms of an Asset Purchase
Agreement, dated January 19, 1999 between SmarTalk TeleServices,
Inc., and its debtor and non-debtor subsidiaries and AT&T Corp.
AT&T purchased substantially all the assets of Smartalk for
aggregate consideration of approximately $145 million consisting
of approximately $96 million in cash and payment of approximately
$9 million in indebtedness and transaction costs and a $40
million promissory note issued by AT&T in favor of Smartalk. The
purchase price is subject to downward adjustments pursuant
to a post-closing purchase price adjustment formula and in the
event of claims by AT&T. Although the company and AT&T have not
yet finalized the closing statements and purchase price
adjustment statement, AT&T has suggested that the principal
amount of the holdback note be reduced by $4,578,072 to
$35,421,928.

In connection with the sale of substantially all of the company's
assets to AT&T, Smartalk recognized a loss on the impairment and
anticipated liquidation values of certain assets that were
excluded from the AT&T sale transaction. In addition, numerous
claims have been submitted from the company's creditors which
Smartalk indicates specify amounts that may differ from the
company's records or that may overstate the actual value of
the company's obligations with respect to such claims. The
company will perform a claims analysis process that will involve
investigating and reconciling the filed proofs of claims to the
company's records.

Filing of the company's May 1999 financial statements with the
Securities & Exchange Commission reveals Smartalk incurred a net
loss of $1,909,003, with zero income reported.


STAFF BUILDERS: Quarterly Revenues Off/Losses Up
------------------------------------------------
For the three months ended May 31, 1999, total revenues for Staff
Builders Inc. decreased by $3.6 million (or 3.2%) to $107.7
million from $111.3 million for the same three month period in
1998.  Net loss in the 1999 quarter cited was $2.1 million, while
net loss sustained in the same period of 1998 was $1.0 million.

Staff Builders has cited a number of conditions which it feels
raises substantial doubt about the ability of the company to
continue as a going concern.  As a result, management of the
company is said to be pursuing various strategies, including
negotiating with alternative lending sources, additional deferred
payment terms for Medicare and Medicaid audit liabilities as well
as for any repayments of Medicare periodic interim payments and
deferred payment terms for other creditors.  The management is
implementing an intensified collection effort and has obtained a
deferred payment schedule for the repayment of excess PIP
payments made to the company by the Federal government as well as
for audit liabilities assessed to date.

Staff Builders received written notification dated June 18, 1999,
from United Government Services, the company's Health Care
Financing Administration contracted intermediary, containing a
revised repayment schedule, which requires 24 equal monthly
installments commencing June 25, 1999, of approximately $1.3
million, including principal and interest.  The company has paid
the first of these installments.  As of May 31, 1999, the
total amount of excess PIP amounts received were approximately
$19.0 million.


STARTER CORP: MLBP Objects to Asset Purchase Agreement
------------------------------------------------------
Major League Baseball Properties, Inc. ("MLBP") objects to the
motion of Starter Corporation, et al., debtors, for entry of an
order approving an Asset Purchase Agreement which purports to
sell substantially all of the debtors' assets and contemplates
authorizing the assumption and assignment of Executory Contracts.

MLBP states that the current prospective purchaser of the
debtor's assets does not intend to purchase and/or assume and
assign any of the License Agreements or Foreign Agreements and
the Asset Purchase Agreement so reflects this intention.  
Nevertheless, the debtors require objections to the motion in the
event a prospective purchaser surfaces and indicates a desire to
purchase any of the agreements.  As of July 11, 1999 MLBP
represents that none of the bids received by the debtors seeks to
acquire the agreements.  MLBP believes that the motion for
approval of the Asset Purchase Agreement should be denied,
because to the extent that it seeks to sell and/or assume and
assign the License agreements or the Foreign Agreements, the
Agreements are not assignable under non-bankruptcy law and MLBP
has not consented to such assignment, the debtors have not
tendered a cure of the defaults under the Agreements and the
debtors have not provided adequate assurances of future
performance.


TAL WIRELESS: Liquidating Assets/Shareholders Position Unclear
-----------------------------------------------------------------
Last year, on October 6, 1997, Tal Wireless Networks Inc. filed a
voluntary petition for protection under Chapter 11 of the Federal
Bankruptcy Laws in the United States Bankruptcy Court, Northern
District of California, San Jose Division pursuant to which the
company's existing directors would continue in possession but
subject to the supervision and orders of the Bankruptcy Court.

The company now plans to liquidate assets and review the claims
of its various creditors. It is unclear at this time whether
there will be any funds available for distribution to
shareholders. Once this information has been determined, the
company may file a Plan of Reorganization with the
Bankruptcy Court.

The cumulative case-to-date net loss of the company is $2,677.5
million while reporting only $7.0 million in revenue.


TELETRAC INC: Seeks Authorization to Employ Financial Advisor
-------------------------------------------------------------
The debtor, Teletrac, Inc. is seeking authorization to employ and
retain PricewaterhouseCoopers, LLP as financial advisor for the
debtor, Teletrac, Inc.  The debtor submits that it is essential
for it to employ PricewaterhouseCoopers as its financial advisor
because among other things the debtor requires certain valuations
and financial advice with respect to its plan, disclosure
statement, and the plan confirmation process.  Subject to court
approval, compensation will be payable to PricewaterhouseCoopers
on an hourly basis.  The partners, directors, manager and
associates presently designated to represent the debtor have
current standard hourly rates ranging from $450 per hour to $150
per hour.


TRACE INT'L: Filing Does Not Change Control in Foamex Debt
--------------------------------------------------------------
Foamex International Inc. (Nasdaq: FMXI) has been informed that
Trace International Holdings, Inc., a New York-based holding
company, and one of its subsidiaries, which together hold
approximately 46 percent of the Company's common stock, filed a
petition for relief under Chapter 11 of the bankruptcy code in
Federal court in New York City on July 21, 1999.  Foamex stated
that Trace's bankruptcy filing does not constitute a change of
control under the provisions of the Company's various bank
agreements, public debt and promissory notes. The Company noted
that if the bankruptcy court allowed Trace's creditors
to foreclose on, and take ownership of the Foamex common stock
held by Trace, or otherwise authorized a sale or transfer of
these shares, certain acceleration and put rights under the terms
of the bank agreements, public debt and promissory notes could be
triggered.  The Company said that it will seek to resolve the
issues that may arise if the change of control provisions are
triggered in the future, including waivers of such provisions
and/or refinancing certain debt, if necessary. There is no
assurance that the Company will be able to obtain such waivers or
financing. As of March 31, 1999 the Company had approximately $
789.1 million of debt outstanding.  Mr. Johnson said, "Our
lenders recognize the strong on-going potential of Foamex and
continue to be supportive of the new leadership.  In addition,
they recognize the benefits of operating independently of Trace.
I believe that Foamex has the potential to be far more profitable
than it has been in recent history. We look forward to the
continued support of our customers, suppliers and employees as we
address the Company's development." Mr. Johnson added that
Trace's filing should not have a negative impact on Foamex's day-
to-day operations.

Actions Implemented to Position Foamex for Sustained
Profitability Mr. Johnson reiterated that the Linwood-PA based
leadership team has taken positive actions that are designed to
position Foamex for sustained profitability. These include:

- Strengthened financial controls.

- Initiatives to build a new organization, including the
appointment of John Televantos, an ARCO Chemical Company veteran,
as President of the Foam Business Group. Mr. Televantos is
responsible for the Company's Foam and Automotive
Products business units as well as the Company's overall
manufacturing operations, business development, research,
logistics and sourcing initiatives.

- The June 1999 amendments of the Company's bank agreements.

- Contemporaneous actions to improve future cash flows, including
eliminating the $ 3.0 million annual payment under a management
agreement with a subsidiary of Trace as well as terminating the
sublease by Trace of New York office space.

Foamex, headquartered in Linwood, Pennsylvania, manufactures and
markets flexible polyurethane and advanced polymer products in
North America. The Company expects to announce results for the
second quarter 1999 on or about August 5, 1999. For more
information, visit its web site at http://www.foamex.com.  


VIDIKRON TECHNOLOGIES: Announces PNC Bank Action
------------------------------------------------
Vidikron Technologies Group, Inc. (the "Company") (Nasdaq: VIDI)
announced that PNC Bank has exercised its right of setoff against
all of Vidikron of America, Inc.'s ("Vidikron" the Company's U.S.
operating subsidiary) funds in accounts maintained at the Bank
and has commenced sending letters to all of Vidikron's customers
notifying them to remit payments directly to the Bank.

Vidikron's agreement with PNC Bank requires that Vidikron
maintain all its accounts and deposits with the Bank. As a result
of these actions, the Company, and its Vidikron subsidiary, may
find it necessary to seek protection from creditors under Chapter
11 of the Bankruptcy Code.

The Company has initiated a number of actions to avoid a
bankruptcy filing. It is negotiating for an infusion of new
capital and the conversion of certain indebtedness into equity,
as well as a change in terms of certain outstanding securities.
In that respect, the Company has signed non-binding term sheets
with certain of its creditors and security holders. There can be
no assurance that Vidikron will avoid a bankruptcy proceeding,
nor can the outcome of any such proceeding on the Company's
security holders be predicted.

Vidikron Technologies Group, Inc. is in the business of
developing and marketing technological innovations in the high-
end home theater industry under its premier Vidikron brand. The
company distributes its products in over 46 countries worldwide.


WELLCARE MANAGEMENT: Transactions To Change Future Operations
-------------------------------------------------------------
The WellCare Management Group,  Inc. is a managed health care
company whose direct and indirect wholly-owned subsidiaries,
WellCare of New York, Inc. and WellCare of Connecticut, Inc., are
health  maintenance organizations.  WellCare of Connecticut,
which is a wholly-owned subsidiary of WellCare of New York, is
modeled on WellCare of New York and operates in the State of
Connecticut.  As of December 31, 1998, WellCare of New York
membership consisted of commercial members as well as those
covered by governmental programs (Medicare,  Medicaid and Child
Health Plus). WellCare of Connecticut services only commercial
members. Until June 1999, WellCare provided management services  
to each of its subsidiaries.  In June 1999, the company entered
into a number of transactions which will significantly change the
future operations of the company.

On June 11, 1999, WellCare closed on two separate transactions.  
Kiran C. Patel, M.D., the principal of Well Care  HMO,  Inc.,  a  
Florida corporation, an entity unrelated to WellCare, purchased a
55% ownership interest in  the  company  for  $5  million.  In a
second transaction, Group Health Incorporated purchased WellCare
of New York's commercial business  (approximately 25,000 members)
for approximately $5 million, effective June 1, 1999. The
consummation of these transactions, along with other concurrent
settlements, is expected by the company to: reduce its working  
capital deficit by  approximately  $18.0 million; improve
the  ability to bring WellCare of New York  within the 50% to
100% revised  contingent reserve  requirement,  as permitted by
NYSID; retire substantially  all of the company's  long-term  
debt;  significantly reduce WellCare of New York's  obligations  
to its providers;  reduce the number of employees from 236 at
December 31, 1998 to 105; and change the  configuration and focus
of the company.  Thereafter, WellCare's operations in New York  
will  consist  solely  of its  governmental programs (Medicare,  
Medicaid, and Child Health Plus), with WellCare of New York's
revised statutory cash reserve decreased to $2.9 million, and its
revised statutory contingent reserve decreased  to $3.7  million.
WellCare of Connecticut will continue its commercial business in
Connecticut, subject to a public hearing and regulatory approval
of the acquisition of control of WellCare of Connecticut.

Management says it believes that the consummation of these
transactions will improve WellCare's ability to continue as a
going concern.  In the June 1999 transaction, Dr. Patel purchased  
shares of a newly authorized  series of senior convertible
preferred stock for $5 million, which provides Dr. Patel with 55%
of WellCare's  voting power.  The preferred stock is subject to
mandatory conversion into common stock upon the amendment to
WellCare's certificate of incorporation to increase the number of
authorized shares of common stock from 20 million to 75 million.  
The shares will be convertible into 55% of the then outstanding  
common stock (after giving effect to such  conversion)  and
will be subject to  anti-dilution  rights under which Dr. Patel
will generally  preserve his 55% interest in WellCare  until
there are 75 million  shares of common stock issued and
outstanding.  The investment by Dr. Patel in WellCare was
approved by New York State regulators on June 11, 1999.  Pending  
a public hearing in Connecticut and regulatory approval of the
acquisition of control of WellCare of Connecticut, Dr.Patel is
precluded  from  exercising  influence in directing the
management and policies  of WellCare of Connecticut.  There can
be no assurance that approval of the change in control will be
granted nor that the order of supervision will be lifted.

In the other transaction, WellCare of New York sold its  
commercial business, including approximately  25,000  members,  
to Group Health Inc. for $5 million,  effective  June 1 1999.  
WellCare  received  $4 million at closing,  and $1 million was
placed in escrow pending a determination of the total number of
WellCare of New York commercial  members at June 1, 1999. If the  
commercial  membership is at least 25,000  members,  all of
the proceeds  will be released  from  escrow.  WellCare and
WellCare of New York have agreed not to engage in commercial HMO
business in New York for a period of one year following the
closing.


WIRELESS ONE: Seeks Extension To Assume or Reject Leases
--------------------------------------------------------
The debtor, Wireless One, Inc. seeks entry of an order further
extending the time within which the debtor may assume or reject
unexpired leases of nonresidential real property.  The debtor
represents that the 65 unexpired leases are important assets of
the debtor, and central to any plan of reorganization.  The
debtor states that although a plan of reorganization was filed,
the changes which have occurred in the debtor's industry are so
remarkable that the debtor "cannot blindly proceed with the
proposed plan formulated under conditions that were drastically
different.  The request for extension and the time for analysis
of the unexpired leases is itself part of the debtor's good faith
progress toward rehabilitation and formulation of a revised plan.  
Also, the debtor represents that it has recently completed
negotiation of, and obtained approval of a commitment letter with
its existing DIP lender MCI which will provide to the debtor, if
approved, operation of the debtor's business during this case and
will serve as an exit facility upon the debtor's emergence from
bankruptcy.  The debtor believes that it has demonstrated good
faith progress towards rehabilitation and the development of a
consensual plan of reorganization.


Z.FREDERICK: Hearings Set for Auction and Sale
----------------------------------------------
Kenar Enterprises, Ltd., one of the debtors filed a motion
seeking a court order fixing dates, times and place of hearing.  
On July 27, 1999 at 9:30 AM a hearing will be held to consider
entry of an order approving the terms of an Auction to sell the
debtor's trademarks to BHPC Marketing, Inc.  On September 2, 1999
at 10:00 AM a further hearing will be held for an order
authorizing the sale of the Purchased Assets to BHPC pursuant to
the agreement or to a third party whose competing offer is the
highest and best offer consistent with the terms of the bidding
procedures provided for under the procedures order, and
authorizing the debtor to reject the Executory Contracts.


Meetings, Conferences and Seminars
----------------------------------
August 4-7, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton, Amelia Island, Florida
            Contact: 1-703-739-0800

August 26-28, 1999
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
   COMMITTEE ON CONTINUING PROFESSIONAL EDUCATION
      Real Estate Defaults, Workouts and Reorganizations
         San Francisco, California
            Contact: 1-800-CLE-NEWS

August 29-September 1, 1999
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      1999 Convention
         Grove Park Inn, Asheville, North Carolina
            Contact: 1-803-252-5646 or info@nabt.com

September 13-15, 1999
   STATES' ASSOCIATION OF BANKRUPTCY ATTORNEYS
      8th Annual States' Taxation & Bankruptcy Conference
         Hotel Santa Fe, Santa Fe, New Mexico
            Contact: 1-505-827-0728

September 16-18, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Southwest Bankruptcy Conference
         The Hotel Loretto, Santa Fe, New Mexico
            Contact: 1-703-739-0800

September 17, 1999
   GEORGETOWN UNIVERSITY LAW CENTER & THE
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy '99: Views from the Bench
         Georgetown University Law Center, Washington, D.C.
            Contact: 1-202-662-9890
   
September 24-25, 1999
   VIRGINIA CONTINUING LEGAL EDUCATION
      14th Annual Mid-Atlantic Institute on
      Bankruptcy and Reorganization Practice
         Boar's Head Inn, Charlottesville, Virginia
            Contact: 1-800-979-8253

September 27-28, 1999
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Conference on Corporate Reorganizations
         Regal Knickerbocker Hotel, Chicago, Illinois
            Contact: 1-903-592-5169 or ram@ballistic.com   

October 6-9, 1999
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      73rd Annual Meeting
         San Francisco Marriott, San Francisco, California
            Contact: 1-803-957-6225

October 22-26, 1999
   TURNAROUND MANAGEMENT ASSOCIATION
      1999 Annual Conference
         The Fairmont--Atop Nob Hill, San Francisco, CA
            Contact: 1-312-822-9700 or ljfialkoff@turnaround.org

November 17-20, 1999
   AMERICAN BAR ASSOCIATION'S LATIN AMERICAN LAW
   SUBCOMMITTEE & THE ASSOCIATION OF COMMERCIAL
   BANKS OF THE DOMINICAN REPUBLIC
      Educational Exchange
         Case De Campo Resort, LaRomana, Dominican Republic
            Contact: 1-703-739-0800

November 29-30, 1999
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Distressed Investing '99
         The Plaza Hotel, New York, New York
            Contact: 1-903-592-5169 or ram@ballistic.com   

December 2-4, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Winter Leadership Conference
         La Quinta Resort & Club, La Quinta, California
            Contact: 1-703-739-0800

May 4-5, 2000
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Bankruptcy Sales & Acquisitions
         The Renaissance Stanford Court Hotel
         San Francisco, California
            Contact: 1-903-592-5169 or ram@ballistic.com   

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

                   **********

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

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

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

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
publishers.   

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  * * *