TCR_Public/990730.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 30, 1999, Vol. 3, No. 146                                              
                           
                    Headlines

1043 DEVELOPMENT: Files Schedule of Assets and Liabilities
ACME METALS: Seeks Extension of Exclusivity
ADVANCED GAMING: Effective Date of Plan Changed
AMNEX INC: Business Segment Being "Shut Down"
BOSTON CHICKEN: Wins Nod For Plan Sponsor Procedures

BRAZOS SPORTSWEAR: Seeks Extension of Exclusivity
BRAZOS SPORTSWEAR: Seeks To Reject Executory Contracts and Leases
CORDEX PETROLEUMS: Meeting of Creditors
CRIIMI MAE: August 5 Hearing Scheduled
DISCOVERY ZONE: CEC Completes Acquisition of Assets

GENESIS PHYSICIANS: To File For Bankruptcy
GEOGRAPHICS: Year-End Figures Show Operating Loss, Net Income
HARNISCHFEGER: Investing in the Wrong Company
IFUSION: Order Confirms Plan of Liquidation
IMAGYN MEDICAL: Court Approves Committee Counsel

JUICY LUCY'S: Files For Bankruptcy Protection
NATIONAL CATTLE: To Turn Dog Track Into Stock Car Track
NATIONSWAY: Case Summary & 20 Largest Unsecured Creditors
NATIONSWAY: Committee Objects To Employee Retention Plan
NEXTWAVE: Federal Judge Rejects FCC Claim

PHILIP SERVICES: Hearing on Disclosure Statement
PITTSBURGH PENGUINS: Lemieux Secures Investments for Penguins
PRESTON TRUCKING: Maryland Trucking Company to Shut Down
SERVICE MERCHANDISE: Month End Financials Shows Gains & Losses
STARTER CORP: To Reject Agreements With Madison Square Garden

USA BRIDGE: Hearing to Consider Approval of Disclosure Statement
WESTERN FIDELITY: Trustee To Retain Rosania

                   **********

1043 DEVELOPMENT: Files Schedule of Assets and Liabilities
----------------------------------------------------------
With assets of $12.9 million and liabilities of $29.4 million,
1043 Development Corp. reported that $12.3 million of its
debt is owed to secured creditors, according to The Milwaukee
Journal Sentinel. Three large trade creditors recently forced
the Bayside area developer into bankruptcy. The company
has specialized in developing rent-to-own houses for people
who have difficulty obtaining conventional financing. 1043
Founder Yogesh Shah listed himself in documents filed Friday
as a stockholder and co-debtor of the company. Friday's
filing also indicated that the company made $262,000 during
the two years ending March 31, 1998; since then the firm has
lost $10 million, according to documents. (ABI 29-July-99)


ACME METALS: Seeks Extension of Exclusivity
-------------------------------------------
The debtors, ACME Metals Incorporated, and its debtor affiliates
seek a court order further extending the debtors' exclusive
periods within which the debtors may file a plan of
reorganization and solicit acceptances thereto.  A hearing will
be held on August 9, 1999 at 3:00 PM.

The debtors request the entry of an order extending their
Exclusive Proposal Period and Exclusive Solicitation Period for
approximately 66 days, to and including September 30, 1999 and
November 30, 1999, respectively.  The debtors represent that both
the Acme and Alpha Committees consent to this request.

The debtors and other financial advisors are currently developing
the debtors' going forward business plan, which will provide the
framework for the ultimate preparation and negotiation of a plan
of reorganization.  These cases are large, a bar date was set for
June 1, 1999.  The debtors' operations have shown improvements,
as evidenced by debtors' consolidated EBITDA figures. The debtors
have improved EBITDA by over $6 million since the inception of
the plan, with June's consolidated EBITDA being over $4 million
better than January's.  The debtors are developing their business
plan.


ADVANCED GAMING: Effective Date of Plan Changed
-----------------------------------------------
Advanced Gaming Technology Inc. (OTC BB:AGTI) announced that the
effective date of its Chapter 11 reorganization plan has been
changed to Aug. 5, 1999. The company previously anticipated an
effective date of July 29, 1999. The company completed its
reorganization effort on June 29, 1999, when the Bankruptcy Court
in the District of Las Vegas confirmed the plan. The
details of the plan were communicated in a release dated June 30,
1999.  The plan authorizes the company to issue 25 million shares
of new common stock. Unsecured creditors holding allowed claims
will be issued 1.88 shares of new common stock for each $ 1 of
allowed claim. Based on current estimates, the company expects
shareholders of record on Aug. 5, 1999, to receive 1 share of new
common stock for each 66 shares currently owned.


AMNEX INC: Business Segment Being "Shut Down"
--------------------------------------------
AMNEX, Inc. and its consolidated subsidiaries, is organized
into three business units: AMNEX Integrated Services is
a sales and marketing group which targets various markets
in the operator services industry to provide operator and
related services in the U.S.; AMNEX Public Communications is
an asset management group focused on payphone ownership in
the northeastern corridor of the U.S.; AMNEX International is
a sales and marketing group dedicated to operator services
opportunities between the Caribbean and Latin America,
and the U.S.  The International group develops business by
exporting AMNEX's know-how to developing markets with strong
U.S. affinity.  The company is a New York corporation that
was organized in 1985.

Since 1996 the company has been acquiring payphone routes
throughout the northeastern corridor of the U.S. and Florida,
bringing its total payphone ownership to 11,138 payphones at
December 31, 1998. AMNEX's wholly-owned subsidiary, Crescent
Public Communications Inc. completed a number of payphone
acquisitions in 1998, including the acquisition of 740
payphones in New York in February 1998; of 2,300 payphones
primarily located in New Jersey, New York and Pennsylvania
in July 1998; and of 230 payphones in New York in October
1998. AMNEX's 80%-owned subsidiary, Sun Tel North America,
Inc. acquired 28 payphones in Florida in February 1999.

Amnex Inc. filed on May 5, 1999 its petition for reorganization
under Chapter 11 of the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court for the Southern District of New
York. Also on May 5, American Network Exchange, Inc., the
operating subsidiary of the majority of the company's domestic
Integrated Services Group activities, filed its petition for
reorganization under Chapter 11 of the Bankruptcy Code. The
Company and American Network Exchange, Inc. have been operating
as debtors-in-possession since that date.

The company's revenues totaled $76,842,000 for the year
ended December 31, 1998 compared to $116,498,000 for 1997,
a decrease of approximately 34%.  Net losses sustained at
year-end 1999 were $44,664 as opposed to net losses of $13,310
at years end 1998.

A shortfall in funding has resulted in American Network
Exchange Inc. having limited liquidity to meet post-petition
obligations.  In addition, American Network Exchange Inc. was
unable to negotiate a new agreement with MCI Worldcom, the
primary long distance network provider to ANEI.  The U.S.
Bankruptcy Court permitted MCI Worldcom to terminate service to
ANEI and, as a result, on June 9, 1999, ANEI ceased operations,
as did certain other of the Amnex' subsidiaries (other than
Crescent and Sun Tel) whose operations were unprofitable or
dependent upon ANEI. Amnex has decided to proceed with an
orderly shut down under Chapter 11 for ANEI, as well as for
the other entities which constitute its Integrated Network
Services business segment. The company expects this process
to be completed in the third quarter of 1999.


BOSTON CHICKEN: Wins Nod For Plan Sponsor Procedures
----------------------------------------------------
The U.S. Bankruptcy Court in Phoenix has approved procedures
designed to lure an investor to sponsor Boston Chicken
Inc.'s reorganization plan. The July 23 order states
that the fast-food chicken chain and debtor-in-possession
lenders GE Capital Corp. and Bank of America NT & SA are
to select a lead proposal for investment by July 30. If a
lead proposal is chosen by that date, the company must file a
disclosure statement and reorganization plan based on the plan
sponsor's offer. After a lead bid is chosen, the company is
still entitled to solicit and negotiate competing bids from
other parties. Competing bids must be submitted by Aug. 27
on terms that have no conditions to closing other than a
materially adverse change in the company's financial condition.
(The Daily Bankruptcy Review and ABI Copyright c July 28,
1999)


BRAZOS SPORTSWEAR: Seeks Extension of Exclusivity
-------------------------------------------------
Brazos Sportswear, Inc., et al. petition the court for an
extension of exclusive periods during which the debtors may file
plans of liquidation and solicit acceptances of such plans. A
hearing is set for July 30, 1999.  

The debtors request entry of an order extending the plan proposal
period and the solicitation period for an additional 60 days
(through and including September 29, 1999 and November 29, 1999,
respectively) without prejudice to the debtors' right to seek
further extensions of the exclusive periods.

The debtor submits that its cases are large and complex; they
have made good faith progress toward formulating a plan; the
debtors are nearing the end of the process of liquidating
substantially all of their assets and the aggregate amounts
realized will have a significant effect on their plan; and the
extension is not being sought to pressure creditors to accede to
any demands by the debtors.


BRAZOS SPORTSWEAR: Seeks To Reject Executory Contracts and Leases
-----------------------------------------------------------------
Brazos Sportswear, Inc., et al., seek authority to reject
executory contracts and unexpired leases.  The debtors represent
that it is critical that they be permitted to reject the
contracts and leases as they no longer benefit the debtors.  
There are four leases, two of which cover premises that the
debtor has vacated, and two of which cover premises that the
debtor is about to vacate.  The contracts are Premier Contracts
for the business unit's leased telephone system and long-term
long distance telephone plan.  Premier has ceased operations and
the debtors no longer require the equipment and services provided
to Premier under the Premier Contracts.


CORDEX PETROLEUMS: Meeting of Creditors
---------------------------------------
A bankruptcy case concerning Cordex Petroleums, Inc. was
originally filed under Chapter 11 on March 5, 1999 and was
converted to a case under Chapter 7 on July 16, 1999.  A meeting
of creditors is set for August 18, 1999 at 3:30 PM, US Custom
House, 721 19th Street Rm. 125, Denver, Colorado 80202-2508.


CRIIMI MAE: August 5 Hearing Scheduled
--------------------------------------
Bankruptcy Judge Duncan Keir (D. Md.) has granted CRIIMI MAE
Inc. (http://www.criimimae.com),Rockville, Md., a bridge
order continuing through Aug. 5 the company's exclusivity
period to file a reorganization plan; on Aug. 5, the court
will hold a hearing on CRIIMI MAE's motion to further
extend the exclusivity period to file its plan to Oct. 4,
according to a newswire report. The company is also requesting
that it have until Dec. 3 to exclusively solicit acceptances
of its reorganization plan. CRIIMI MAE and two affiliates
filed chapter 11 on Oct. 5, 1998. (ABI 28-July-99)


DISCOVERY ZONE: CEC Completes Acquisition of Assets
--------------------------------------------------------------
CEC Entertainment, Inc. (NYSE: CEC) announced on July 28, 1999
that it completed the previously announced acquisition of certain
assets of Discovery Zone, Inc., a nationwide operator of
children's indoor entertainment centers, for approximately $19
million.  Discovery Zone and certain affiliated entities filed
for Chapter 11 bankruptcy protection on April 20, 1999.

The assets acquired by CEC include 13 owned properties previously
operated as Discovery Zone Fun Centers, two parcels of
undeveloped real estate, the rights to seven leased properties
previously operated as Discovery Zone Fun Centers and all
furniture, fixtures, equipment and intellectual properties and
trade names owned by Discovery Zone.

Michael H. Magusiak, President, stated that, "We anticipate that
this acquisition will result in a long-term excellent return on
investment. We intend to convert approximately 10 of the acquired
properties to Chuck E. Cheese's restaurants and sell the
remaining land, buildings and equipment. We are excited about the
quality of the real estate acquired in the transaction and the
excellent strategic and development opportunities it
provides the company."

The Company operates a system of 333 Chuck E. Cheese's
restaurants in 44 states, of which 278 are owned and operated by
the Company.


GENESIS PHYSICIANS: To File For Bankruptcy
------------------------------------------
A physicians' group that last year pulled out of Aetna's local
network says it will file for bankruptcy.  The doctors in Genesis
Physicians Practice Association serve about 30,000 patients
through contracts with several Dallas health maintenance
organizations.

The same doctors see patients in preferred-provider organizations
through a sister company that is not a party to the bankruptcy.
A spokesman for the group said Tuesday that liabilities exceed
assets by up to $ 7 million. Genesis and other local physician
groups say they have been squeezed by financial losses plaguing
most HMO's in North Texas. To cut the losses, HMO's turned to
cost-cutting, often from the budgets of hospitals and doctors.
The HMO sector lost almost $ 130 million last year and $
24 million in the first quarter of this year.

One physician group representing 11 heart surgeons said it is
owed about $150,000. Fifteen gastroenterologists say they will
lost $ 120,000. Several individual doctors peg their losses in
the thousands.   The group's HMO contracts represent between 3
percent and 15 percent of each doctor's practice.

Genesis said it is working wiuth insurance companies to try to
ensure that consumers won't lose their doctors. Dr. Ralph Turner,
chairman, said the deciding factor in filing for bankruptcy
was the group's problems in processing claims. Slow bill
processing made it impossible for Genesis to gauge the use of
medical services and then try to manage it, Turner said.

By filing for protection under Chapter 11 of the U.S. Bankruptcy
Code, Genesis can continue operating normally while it completes
a reorganization plan.  Genesis withdrew from Aetna's network
last fall, forcing about 26,000 North Texas residents to find new
doctors or pay more out of pocket to see their existing ones.


GEOGRAPHICS: Year-End Figures Show Operating Loss, Net Income
-------------------------------------------------------------
Geographic Inc. manufacturers specialty papers which are paper on
which photographs or other art images are printed and which are
then cut to size. In 1992, the company introduced its first
specialty paper product under the Geopaper brand name. The
company now has several specialty paper products made using
Geopaper designs, including stationery, business cards,
brochures, memo pads, posters and paper cubes. These specialty
paper products are designed to be used with personal computer
printers.

Geographic's international sales accounted for approximately 36%,
29%, and 35% of the company's total net sales in fiscal 1999,
1998 and 1997, respectively.  These sales were concentrated in
Canada, Europe and Australia.

Net sales increased 42.4% to $19,976,290 in fiscal 1998 from
$14,028,746 in fiscal 1997. This increase, the company says, was
primarily attributable to the continued growth of the Geopaper
product line. Geopaper sales increases in 1998 were due primarily
to sales for new store openings by Office Depot, and initial
shipments of Geopaper products to new customers, including
Wal-Mart, Target and Kmart. In addition, Geopaper sales increased
due to the introduction of the Geoposterboard product line in
over 900 Wal-Mart stores, 500 Office Depot stores in the United
States and Canada, and 80 Staples/Business Depot stores in
Canada. Net sales in fiscal 1999 (ended March 31, 1999) was
slightly less than fiscal 1998 with total net revenues
in 1999 of $19,237,062.

The company incurred a loss from operations in fiscal 1999 of
$1,780,581 compared to an operating loss of $8,011,719 during
fiscal 1998. The improvement was the result of significantly
higher gross margins. Net income of $1,440,474 in fiscal 1999, or
7.5% of net sales, compares to a net loss of $8,649,618 in fiscal
1998, or (43.3)% of sales.


HARNISCHFEGER: Investing in the Wrong Company
---------------------------------------------
The Milwaukee Journal Sentinel reports on July 27, 1999
That when the Bass brothers started buying into Harnischfeger
Industries Inc. last year, investors geared up for what they
thought would be an exciting and profitable roller-coaster ride.

And why not? The heirs to a multibillion-dollar Texas oil fortune
are known for having the Midas touch with undervalued stocks.
But sometimes even the Basses pick a dog. Or, in the case of
Harnischfeger, the whole pound.

One of the investment funds controlled by at least three Bass
boys is sitting on a paper loss of nearly $90 million on its
Harnischfeger stock, Securities and Exchange Commission records
show. Analysts expect most of that loss will eventually be
realized.

Just 15 months ago, the Trinity I Fund paid up to $30 a share for
stock in the 115-year-old company. Last month, after filing for
Chapter 11 bankruptcy protection, Harney stock fell to $1.

"The bottom line is, this was a horrendous situation that never
should have occurred," said analyst Tobias Levkovich of Salomon
Smith Barney.

And, as it turns out, Harnischfeger is one of two Trinity I stock
picks that filed for bankruptcy last month. The fund also had a
large stake in Loewen Group Inc., a giant funeral home operator.

Trinity I spent $69.5 million to buy 2.39 million shares at an
average price of $28.98. The mere disclosure of that initial
buying spree helped boost the price of Harney's shares as
investors figured the Bass brothers -- siblings with a net worth
estimated at about $6.5 billion -- must have seen something
others missed.

The Bass brothers kept buying, eventually spending more than $96
million, or an average of $25.27 a share, for an 8% stake in the
company. Meanwhile, Harney lost $90 million during the first half
of this fiscal year. Buying as the stock price was falling is
typical of the Bass brothers and Thomas Taylor, the longtime
manager of Trinity I, Jung said.   
So when the Bass fund recently unloaded 629,200 shares, it was
only able to recoup $2.44 million -- an average of $3.87 per
share. Buyers paid as little as $1.13 each for some of those
shares.   SEC records show that Trinity I still owns about 3.2
million shares worth about $6.4 million. Analysts hold out little
hope for the investment making a comeback.

Yet, for some reason, Harnischfeger stock has been subject to
active trading and has been holding steady at around $2.


IFUSION: Order Confirms Plan of Liquidation
-------------------------------------------
On June 15, 1999, the Honorable Prudence Carter Beatty, JS
Bankruptcy Judge for the Southern District of New York, entered
an order confirming the first amended plan of liquidation of
IFusion Com Corporation.


IMAGYN MEDICAL: Court Approves Committee Counsel
------------------------------------------------
By order of the US Bankruptcy Court for the District of Delaware,
the Committee of Unsecured Creditors of Imagyn Medical
Technologies, Inc., et al. is authorized to retain Anderson Kill
& Olick PC, nunc pro tunc from June 23, 1999.  By separate order
the court authorized the committee to retain the firm of Walsh,
Monzack and Monaco, PA as the Committee's co-counsel.


JUICY LUCY'S: Files For Bankruptcy Protection
---------------------------------------------
Juicy Lucy's drive-thru hamburger chain, a wholly owned
subsidiary of Franchise Management International, Inc. (OTC
Bulletin Board: FMII), announced today that it has decided to
seek protection from its creditors by filing a Chapter 11
bankruptcy petition in Federal Court in Tampa, Florida.

According to the Company, its reorganization plan has already
been developed, and the Company believes that by operating under
the protection of the bankruptcy court, Juicy Lucy's, Inc. will
be able to successfully reorganize its affairs and emerge as a
viable and profitable company.

As part of the restructure, Henry Orlinsky and Tom Bumgardner are
no longer members of the Board of Directors of FMI, and E. Wayne
Wallhausen and Mark Novell have left the company. The Company is
actively seeking a new CFO. The operations of FMI exclusive of
Juicy Lucy's, Inc. are not affected by the filing.

Franchise Management International, Inc. was founded in 1997 for
acquiring, managing, and franchising quick service restaurants.  
FMI stock is currently trading on the OTC Bulletin Board.
    

NATIONAL CATTLE: To Turn Dog Track Into Stock Car Track
-------------------------------------------------------
The National Cattle Congress' has cleared another hurdle in its
plans to turn a defunct dog track into a car racing venue.
The Waterloo Board of Adjustment on Tuesday approved a special
permit allowing the plan at the NCC's Waterloo Greyhound Park,
despite objections from homeowners near the track.

Later this year, the City Council will consider a site plan for
the venture. The NCC board of directors wants to build a 3/8-mile
stock track and begin racing next summer.

"Stock car racing right now is the fastest growing sport in
America," said NCC general manager Judy McVey. "We do want to be
a good neighbor, but at the same time we would like the
opportunity to bring some economic growth to the entire Cedar
Valley area."

Residents of the mostly upscale homes have said they were
concerned about noise from the stock cars and a potential drop in
their property values due to the track's proximity.

Bob Greenwood, who lives near the track, brought his $ 366,000
property assessment notice and his $ 8,000 annual property tax
bill to the meeting to show board members what he had to risk.

"This is our home," Greenwood said. "We don't want a stock car
track disturbing the peaceful quiet of our neighborhood."

But racing fans have also submitted a petition in favor of the
track signed by 3,500 people. The Cattle Congress has filed for
Chapter 11 bankruptcy protection twice in the past five years.
The group used to run a yearly fair in Waterloo and opened
the greyhound park in 1993. Live racing stopped at the park the
following year.


NATIONSWAY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor:  Nationsway Transport Service, Inc.
         5620 West Lower Buckeye Road
         Phoenix, Arizona 85043-7914
         
Court: District of Arizona (Phoenix)

Case No.: 99-05861-SSC    Filed: 05/20/99    Chapter: 11

Debtor's Counsel:  
          
Donald L. Gaffney
Snell & Wilmer LLP
One Arizona Center, 400 East Van Buren
Phoenix, Arizona 85004             
                  

Total Assets:            $77,783,528
Total Liabilities:       $102,772,176

20 Largest Unsecured Creditors:

   Name                                             Amount
   ----                                             ------
Liberty Mutual Insurance Company              undetermined
Central States Pension Fund                     $2,313,373
Mercedes-Benz Credit Corp                       $1,416,927
Transwest Trailers                                $403,344
Transwest Freightliner                            $768,527
IDM                                             $1,176,838
AT&T                                              $434,592
National Fire Insurance Company of Hartford     $3,740,000
Western Conference of Teamsters                 $6,431,992
United Road Service                               $119,752
Tire Distribution Systems                         $123,819
Shipley Oil                                       $149,655
Local Union #710 Pension Fund                     $188,411
Union Pacific RR                                  $768,963
Burlington Northern Santa Fe                      $339,273
Consolidated Rail Corp                            $166,222
Local Union 229                                   $116,658
Chicago Truck Drivers Union                       $109,498
Local Union 961                                   $240,633
Local Union 17                                    $140,417


NATIONSWAY: Committee Objects To Employee Retention Plan
--------------------------------------------------------
The Official Committee of Unsecured Creditors objects to the
proposed employee retention plan.  The Committee asserts that the
motion and retention plan call for 50% wage bonuses to be paid to
various employees and management of the debtor as well as
$750, $1500 or $3000 bonuses to be paid to employees if they stay
for certain time periods, and $5000 bonuses for management if
they stay until the liquidation is complete.  The Committee
believes that fewer employees could have been retained, and that
there is no need to be concerned with stability or morale in this
liquidation. The Committee believes that these bonuses are unfair
in light of the fact that employees were not paid for their work
prior to termination.  The Committee particularly objects to
bonuses for senior management.  While the retention plan provides
that a total of $\100,000 be set aside, the Committee believes
that the payments will total a much greater sum, possibly
hundreds of thousands.  The Committee objects to the payment of
premiums and related amounts associated with D&O insurance in
place prior to the Petition Date. The Committee also objects to
the use of cash collateral to fund the plan, and the committee
asserts that the retention plan provides no benefit to the
estate.


NEXTWAVE: Federal Judge Rejects FCC Claim
-----------------------------------------
Communications Daily (Copyright 1999 Warren Publishing, Inc.)
Reports on July 29, 1999, that U.S. Dist. Court in White Plains,
N.Y., dismissed FCC claims, finding that the bankruptcy judge
shouldn't have made a 75% cut in value of NextWave's PCS
licenses.  Judge Charles Brieant said late Tues. that U.S.
Bankruptcy Court, also in Southern Dist. of N.Y., properly
decided that NextWave, biggest C-block bidder that now is in
bankruptcy reorganization, could use "avoidance remedy" to reduce
its obligation to $1.02 billion from $4.74 billion it
committed to in high bids on 63 licenses.  FCC said high-bid
total should have been used to value obligation.  Brieant acted
on FCC's appeal of series of decisions by Bankruptcy Court Judge
Adlai Hardin earlier this year.  NextWave sought Chapter 11
bankruptcy protection in June last year.

FCC Gen. Counsel Christopher Wright said agency is reviewing
decision and hasn't determined "appropriate course of action to
take."   NextWave had challenged Commission's right to recover
"fraudulently incurred obligation," referring to bid price that
NextWave offered in 1996 auction.  NextWave argued that bid price
was inflated, and thus "fraudulently incurred," and said that
fact became evident when much lower prices were offered in later
D-, E- , and F-block auction.  Lower valuation sought by NextWave
and approved by bankruptcy judge was based on bid prices in
follow-up auction.

Brieant also rejected FCC argument that Bankruptcy Court and
U.S. Dist. Court don't have jurisdiction to review FCC actions.
FCC said only U.S. Appeals Courts can review its regulatory
actions.  Bankruptcy Court said this is different because FCC is
acting as creditor not regulator and Brieant agreed, saying:  
"The regulations outlining the steps to be taken by the FCC in
the event of a default in payment of the installment notes are
provisions of a contract between creditor and debtor.  As such,
they are subject to revision and adjustment pursuant to the
Bankruptcy Code... Congress could have exempted but did not
exempt the FCC from the Bankruptcy Code."

Brieant also rejected FCC claim that Bankruptcy Court failed
to weigh damage that results if courts allow spectrum licensees
"to avoid critical provisions of their regulatory agreement with
the FCC by declaring bankruptcy."  He said allowing NextWave to
keep its licenses "promotes rapid deployment of technology
without the delay of re-auction and development of a new network
by another company."  He pointed out that Congress made clear
that "maximizing revenue" shouldn't be FCC's objective.  Based on
lower value of spectrum in later PCS auctions, "the FCC is
recovering more than the value of the spectrum and should not now
be trying to maximize revenue by trying to recover the winning
bid," he said.

Brieant disputed FCC's contention that NextWave decision
would undermine auction process by encouraging companies to bid
high and then seek bankruptcy protection.  "Bankruptcy is bad
business," judge said.  C-block auction was "disaster" for all
bidders, he said, with winning bidders either in bankruptcy or
paying "outrageously inflated prices" for spectrum.  "Those who
bid but did not win are lucky, not hurt," Brieant said.

NextWave already has made down payment of $474 million so its
final obligation is $548.8 million, judge said.


PHILIP SERVICES: Hearing on Disclosure Statement
------------------------------------------------
A hearing to consider the approval of the Disclosure Statement of
Philip Services (Delaware) Inc., et al. will be held at 9:30 AM
before Judge Mary F. Walrath, US Bankruptcy Court, Marine Midland
Plaza, 824 Market Street, Sixth Floor, Wilmington, Delaware.


PITTSBURGH PENGUINS: Lemieux Secures Investments for Penguins
-------------------------------------------------------------
According to his attorney, former Pittsburgh Penguin star Mario
Lemieux has raised enough money from investors to complete his
purchase of the hockey team, but it will be a week before the
paper work is completed and the deal closed, The Pittsburgh
Post-Gazette reported. Lemieux has collected more than $50
million, his attorney said, which is the minimum outside
investment required in his reorganization plan for the team,
which filed for bankruptcy last year. It is not clear whether
he has reached his goal of $55 million, which is the amount he
pledged in a tentative agreement with the Public Auditorium
Authority. Yesterday Bankruptcy Judge Bernard Markovitz
denied a request from SMG, the Civic Arena landlord, to hold
up Lemieux's takeover of the team until final details can
be addressed on SMG's agreement to lease the Civic Arena
until 2004 and managed it until 2012. (ABI 28-July-99)


PRESTON TRUCKING: Maryland Trucking Company to Shut Down
--------------------------------------------------------
Preston Trucking Co., a 67-year-old privately owned freight
carrier based in Preston, Md., announced that the company will
shut down operations because its lenders will not make
additional advances that would enable the company to continue
operations, The Washington Post reported. CFO Sean Callaghan said
that attempts to obtain financing from other sources have been
unsuccessful and that it does not have enough money to pay
its bills. Preston's lenders' announcement came on July 24. Some
5,000 employees will be out of work as a result of the company's
shutdown. Preston reported about $450 million in sales last year,
but competition in its northeastern and midwestern markets has
increasingly been a problem. American Trucking Association
economist Bob Costello said that Preston also is in a slow-growth
niche of the industry, called "less than truckload."  In this
niche, truckers have higher costs structures because they pick up
smaller loads from several customers, haul the freight to
a warehouse, consolidate the  freight and then reload it on
trucks to transport to other cities. Companies that carry freight
non-stop to their destination have lower costs.
    

SERVICE MERCHANDISE: Month End Financials Shows Gains & Losses
-----------------------------------------------------------------
In its monthly financial report for the month ending May 30,
1999, Service Merchandise Co. Inc., operating as Debtor-in-
Possession, together with its subsidiaries showed consolidated
net revenues of $157,206 with net loss of $15,060.  The
consolidated statement of operations reflects results of
continuing stores and 121 stores closed by May 1999. The company
recorded net earnings of $5,320 on net sales of $154,592 from
continuing operations.


STARTER CORP: To Reject Agreements With Madison Square Garden
-------------------------------------------------------------
In about November, 1997, Starter and Madison Square Garden, LP
(MSG) entered into two integrated Agreements that provided for
Starter to act as the exclusive supplier of sports and non-sports
apparel and headwear licenses by certain sports leagues,
advertise and promote it s products at MSG, and use MSG
trademarks on its products.  MSG agreed to exclusively purchase
Starter merchandise t stock its on-premises stores, and rename
its stores, incorporating the Starter name and trademark.

Since the debtor has sold its inventory and trademarks to a third
party, the debtors can no longer perform under the agreements.


USA BRIDGE: Hearing to Consider Approval of Disclosure Statement
----------------------------------------------------------------
On August 31, 1999 at 10:00 AM a hearing will be held before the
Honorable Dorothy Eisenberg, US Bankruptcy Court, Eastern
District of New York to consider the adequacy of the information
contained in the Disclosure Statement filed by the debtor, USA
Bridge Construction of New York, Inc.


WESTERN FIDELITY: Trustee To Retain Rosania
-------------------------------------------
The US Bankruptcy Court for the District of Colorado entered an
order on July 19, 1999 granting the Trustee's motion to employ
Joseph G. Rosania, as general litigation counsel.

                   **********

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

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