TCR_Public/990805.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
        Thursday, August 4, 1999, Vol. 3, No. 150                                              

AAMES FINANCIAL: Annual Meeting Agenda
ALLIANCE ENTERTAINMENT: Order Confirms Plan of Concord Records
ALTA GOLD: Files Motion To Dismiss Bankruptcy
AMERICAN MOBILE SATELLITE: Public Offering Of 7 Million Shares
AMF BOWLING: Completes Rights Offering

BOSTON CHICKEN: BMAC Submits $140M Cash Offer For Boston Market
BOSTON CHICKEN: Court Approves Third Amendment To Dip Facility
CLARIDGE CASINO: Failed To Make $5 M Interest Payment
COSMETIC CENTER: June Figures Show 3.1 Million In Losses
DAEWOO GROUP: Submits More Detailed Restructuring Plan

FINE HOST: The Mainstay Funds' Objection To Proofs of Claim
FULCRUM DIRECT: Seeks Extension of Financing
HECHINGER: Taps Retail Consulting Services
IMAGYN MEDICAL: Seeks To Retain Special Counsel
LEVITZ: Seeks Court Approval of Compromise and Settlement

LOEHMANN'S: Committee Taps Professionals
LONG JOHN SILVER: Seeks To Sell Real Properties
MAXICARE: Appoints Dupee as New CEO
MEDPARTNERS PROVIDER: Committee Objects to Exclusivity Extension
MEDSHARES INC: Health Care Services Provider Files Chapter 11

NAHDREE GROUP: Committee Taps Traub, Bonacquist- General Counsel
PHILIP SERVICES: Seeks Additional Time To File Schedules
PHILIP SERVICES: Final Order Authorizing Post-Petition Financing
PRIMARY HEALTH: Applies to Employ Ernst & Young

SGSM ACQUISITION: Order Authorizes Rejection of Leases
TRANSTEXAS GAS: Committee Seeks To Terminate Exclusivity
UNITED COMPANIES: Committee Objects to Equity's Hiring Accountant
WSR CORP: Seeks Approval of Stipulation With Travelers
Z. FREDERICK: Hearing On Sale of Kenar's Assets


AAMES FINANCIAL: Annual Meeting Agenda
Aames Financial Corporation is preparing for the annual meeting
of stockholders which will be held at the Hotel Inter-
Continental, 251 S. Olive Street, Los Angeles, California 90012.  
The date of the meeting has not yet been determined.  The meeting
was originally scheduled for December 18, 1998 and was later
postponed by the company to allow for the completion of
negotiations with the company's new equity partner, Capital Z
Financial Services Fund II, L.P.  In the preparation of the proxy
statement regarding the meeting Aames points out to its
shareholders that the stockholders existing prior to the Capital
Z investment have suffered substantial dilution to their stock
holdings.  As a result of the Capital Z investment,
these stockholders will be reduced from holding 100% of the
voting power to between 21.8% and 37.9% of the voting power of
the company.

Additionally, the stock price prior to the announcement of the
Capital Z investment (as of December 23, 1998) was $2.50 as
compared to the $1.00 per share paid by Capital Z for control of
Aames. Capital Z will ultimately beneficially own between 61.1%
and 78.2% of the total equity and voting power of the company
(other than the power to elect directors). For this
position, Capital Z will have paid between $100 million and
$123.3 million. Capital Z's final ownership percentage and total
investment will depend upon the closing of the Additional
Investment and the amount of common stock purchased by the
holders of the common stock in the Rights Offering.

At the meeting, stockholders will be asked to consider and vote
upon several proposals related to the Capital Z Investment.
Specifically, to consider proposals to amend the company's
Certificate of Incorporation to
(1) increase the authorized amount of the company's common stock,
(2) increase the authorized amount of the company's preferred
(3) amend the Certificates of Designation for the Series B and
Series C Preferred Stock to change to September 30, 1999 the date
by which stockholders must approve those increases in the
company's authorized capital, and
(4) effect a 1,000-for-1 forward stock split of the senior
classes of preferred stock.

Aames Financial says these amendments are necessary to complete a
recapitalization of the company and are conditions for
consummating the Rights Offering.  In addition to the proposals
to amend the company's Certificate of Incorporation, stockholders
will be electing directors, considering adoption of the 1999
Stock Option Plan and voting upon the ratification of the
appointment of Ernst & Young LLP as the company's
independent accountants.

Only stockholders of record of the company at the close of
business on July 15, 1999 are entitled to notice of, and to vote
at, the meeting.

ALLIANCE ENTERTAINMENT: Order Confirms Plan of Concord Records
By order of the court dated July 22, 1999, the Honorable Burton
R. Lifland, entered an order confirming the second amended plan
of reorganization of Concord Records, Inc.

ALTA GOLD: Files Motion To Dismiss Bankruptcy
Alta Gold Co. (OTC BB:ALTAQ) Wednesday announced that it has
filed a Motion to Dismiss its Chapter 11 Bankruptcy proceeding
presently pending in the United States Bankruptcy Court, District
of Nevada.

The basis for Alta's Motion is that it has received an offer from
a potential investor to buy a 40 percent interest in the
Olinghouse property for funds sufficient to satisfy in full,
obligations owed by the company to its bankruptcy-affected
creditors, which amount is estimated to be approximately $ 26

The sale of an interest in the Olinghouse property is subject to
the completion of customary documentation and the satisfaction of
certain pre-closing conditions, as well as a favorable
determination by the United States Bankruptcy Court. Alta has
petitioned the United States Bankruptcy Court to hold an
expedited hearing regarding the Motion to Dismiss on, or before,
Aug. 6, 1999.

There is no guarantee that the Motion to Dismiss will be granted,
or that the sale will be consummated. In the event that the sale
does not take place as contemplated, there is also no guarantee
that the company will be able to continue in operation.

Additional information will be provided in future news releases,
as it becomes available.

AMERICAN MOBILE SATELLITE: Public Offering Of 7 Million Shares
American Mobile Satellite Corporation is offering for sale
7,000,000 shares of common stock of the company.  All of the
shares are being offered by American Mobile.  The underwriters
may, under certain circumstances, purchase up to an additional
1,050,000 shares of common stock of American Mobile from
Motorola, Inc. at the public offering price less the
underwriting discount. The company will not receive any of the
proceeds from any shares of common stock sold by Motorola.

The underwriters are severally underwriting the shares being
offered and are expected to deliver the shares against payment in
New York, New York on August 3, 1999.

The company says it will use 50% of the net proceeds from the
offering,(which total is estimated to be approximately $116.0
million, based on a public offering price of $17.75 per share
after deducting the underwriting discount and estimated offering
expenses), for expansion of its core wireless business,
principally in new markets such as wireless email service and
wireless telemetry, as well as for working capital and
other general corporate purposes. Some of this amount will be
used to pay down a portion of the outstanding balance under the
company's revolving credit facility, which it will be able to
reborrow when needed. The remaining 50% will go toward payment on
a  portion of the outstanding balance under the company's term
loan facility, as required by the terms of the loan. As of June
30, 1999, there was $100.0 million in principal amount
outstanding under the term loan facility. American Mobile
Satellite does not intend to use any of the proceeds from this
offering to fund the development of XM Radio's business.

The text of the prospectus may be found, on the Internet, at no  

AMF BOWLING: Completes Rights Offering
AMF Bowling, Inc. reports the completion of its rights offering
and the final results of its tender offer for a portion of its
outstanding Zero Coupon Convertible Debentures due 2018 as part
of its previously announced recapitalization plan.

In the rights offering, AMF raised approximately $120.0 million
in equity capital and issued approximately 24,000,000 additional
shares of common stock at the subscription price of $5.00 per
share. As a result of the rights offering, the company now has
approximately 83,597,550 shares of common stock outstanding.

The rights offering expired on July 28, 1999.  The rights,
therefore, are no longer exercisable or transferable and are no
longer listed for trading on the New York Stock Exchange.

Under the tender offer, $514,286,000 in aggregate principal
amount at maturity of the debentures have been accepted for
payment at a price of $140 per $1000 principal amount at
maturity, based upon a final count by ChaseMellon Shareholder
Services L.L.C., the Depositary for the tender
offer. The proceeds of the rights offering will be used, in part,
to pay for debentures purchased by the company in the tender
offer. The tender offer was for up to $514,286,000 in aggregate
principal amount at maturity of debentures. Approximately $988.7
million in aggregate principal amount at maturity of debentures
were tendered, based upon a final count by ChaseMellon
Shareholders Services. As such amount exceeds the maximum amount
tendered for by the company, all tenders of debentures are
subject to proration in accordance with the terms
of the tender offer. As a result of the tender offer,
approximately $610,714,000 in aggregate principal amount at
maturity of debentures due 2018 remain outstanding.

Of the proceeds of the rights offering, $30.0 million will be  
contributed as equity to the company's principal operating
subsidiary and may be used to fund future bowling center
acquisitions, along with funds that may be available under the
company's credit agreement. The company will use the remainder of
the proceeds to pay expenses of the rights offering and the
tender offer and for general corporate purposes.

As part of its recapitalization plan, the lenders under AMF's
credit agreement amended the credit agreement to enable AMF to
resume its bowling center acquisition program and provide greater
financial flexibility under the covenants contained in its credit

As the largest owner and operator of bowling centers in the
world, AMF is a leading provider of family fun and recreation.
The company owns and/or operates 541 bowling centers throughout
the world, with 418 centers in the U.S. and 123 centers in 10
countries. AMF is also a world leader in the manufacturing and
marketing of bowling products, manufactures and sells the
PlayMaster and Renaissance brands of billiards tables and owns
the Michael Jordan Golf Company.

BOSTON CHICKEN: BMAC Submits $140M Cash Offer For Boston Market
BT Alex. Brown, now known as Deutsche Bank, actively and
aggressively pursued all reasonable alternatives for the
reorganization of the Debtors. Among other things, it contacted
numerous industry and financial parties regarding capital
infusion, business combinations and outright acquisitions of all
or part of the Debtors' estates.

Those efforts have produces results.  As of Friday, July 30 the
Debtors' boards of directors approved the financial terms of a
sale of substantially all of the Debtors' assets and business
operations to Boston Market Acquisition Company ("BMAC"), a
Delaware corporate entity formed by certain financial investors
to acquire the Debtors' businesses, and led by Jacob C. Baum.

Mr. Baum, 42, serves as a Director for cafeteria-operator
Furr's/Bishop's, Inc. (NYSE: CHI).  Previously, Mr. Baum served
as President, Chief Executive Officer and principal stockholder
of Canyon Cafes, Inc., from the time of its formation in 1989
until its acquisition by Apple South, Inc., a publicly held
company, in July 1997.  Mr. Baum continued to serve as  President
of the Canyon Cafes division of Apple South, Inc. until he joined
Engles, Urso, Follmer Capital Corporation, a leveraged buy-out
firm, as a principal in May 1998.  At various times, Mr. Baum has
also been the owner/President of Sam's Cafe, Hampton's Market,
Newport's and Nickel City Grill.  Mr. Baum serves as a Director
for Furr's/Bishop's with Barry Ridings of Deutsche Bank.

On August 3, 1999, the Debtors accepted the terms of a revised
letter bid submitted by BMAC. Consequently, the BMAC offer is the
Lead Proposal that the Debtors will use to prepare and file a
plan of reorganization. The Debtors note that the Agents for the
1996 Lenders do not support BMAC's offer at this time.

The BMAC Offer provides a non-contingent, all-cash offer for the
acquisition of substantially all of the Debtors' real, personal
and intellectual property for a purchase price equal to
$105,000,000, payable at closing, and assumption of up to
$35,000,000 of liabilities (generally, employee-related
obligation and post-petition ordinary course liabilities)
at closing.

BMAC contemplates that it will continue to employ substantially
all of the Debtors' employees, and will grant incentives offering
management a 10% equity stake in the enterprise.  

The BMAC Offer specifically excludes the Debtors' 51% interest in
Einstein/Noah Bagel Corporation.  Those shares would be retained
by the Debtors' estates.  The Debtors will retain all of their
rights, claims and causes of action arising under chapter 5 of
the Bankruptcy Code, and will retain all rights, claims and
causes of action related to Harry's Farmers Market, Inc.
(BOSTON CHICKEN BANKRUPTCY NEWS Issue 14; Bankruptcy Creditors'
Services Inc.)

BOSTON CHICKEN: Court Approves Third Amendment To Dip Facility
The Debtors sought and obtained the Court's authority to enter
into a Third Amendment, dated June 29, 1999, to the DIP Financing
Facility with GE Capital and Bank of America.

The Third Amendment provides that the advance royalty payment
from H.J. Heinz Company is not required to be paid to the DIP
Lenders as a mandatory paydown of the DIP Facility.  

A $7,000,000 Availability Reserve is established from and after
July 30, 1999, contracting the amount the Debtors may borrow
under the facility.  

The current consortium of DIP Lenders is composed of:

          * General Electric Capital Corporation
          * Bank of America, NT & SA
          * Fleet Business Credit Corporation
          * LaSalle National Bank; and
          * Hour LLC (by Paloma Partners Company LLC)

(BOSTON CHICKEN BANKRUPTCY NEWS Issue 14; Bankruptcy Creditors'
Services Inc.)

CLARIDGE CASINO: Failed To Make $5 M Interest Payment
The Claridge Casino Hotel in Atlantic City has failed to make a
$5 million interest payment, moving it one step closer to
bankruptcy proceedings.

The casino, which announced last week that it would file for
protection under Chapter 11 of the United States Bankruptcy Code,
did not have enough cash to make the payment due Monday. But it
continues to operate, and no layoffs are expected in the 2,200-
person work force, Glenn Lillie, a spokesman, said.

COSMETIC CENTER: June Figures Show 3.1 Million In Losses
Cosmetic Center Inc., in rendering its monthly operating
statements to the Bankruptcy Court for the month ended June 26,
1999, reports revenues of $13,227 and net loss of $3,142.  In the
six months ended on the same date in June revenues were $80,459
and net losses $19,928.

As previously reported on July 22, 1999 the company received
approval from the Bankruptcy Court to liquidate its inventory by
instituting going-out-of-business sales at all of its remaining
retail locations and ceasing operations at its warehouses.  Also,
on July 22, 1999 the Bankruptcy Court approved the Agency
Agreement between Hilco/Great American Group, as agent, and the
company. Under the terms of the Agency Agreement,
Hilco is the company's exclusive liquidating agent. The Agency
Agreement also provides, in part, that Hilco will pay a
guaranteed amount to the company equal to 76.5% of the aggregate
"cost value" (i.e., the actual cost of each item as recorded in
the company's records) of the company's inventory, subject to
adjustment.  The greater of (i) eighty-six percent (86%) or (ii)
a percentage sufficient to pay the company's primary secured
creditors, BankBoston Retail Finance and Congress Financial, in
full including all principal, interest, fees and expenses (not to
exceed 90%), of the guaranteed amount is to be paid to the
company, provided that if the amounts are not sufficient to pay
the secured lenders in full, the sale will not proceed without
the consent of BankBoston Retail Finance. The Agency Agreement is
available upon request to any stockholder of the company.
Cosmetic Center has determined that, in light of the foregoing
and of its current financial position, it is unlikely that the
holders of common stock of the company will receive any
distributions from the company in connection with its bankruptcy
and the liquidation of its inventory.

DAEWOO GROUP: Submits More Detailed Restructuring Plan
Daewoo Group, a Seoul, South Korea-based electronics company,
said it would present a more detailed restructuring plan today
after its creditors criticized its first plan of being too vague
and inadequate, according to Reuters. Daewoo, which said that its
restructuring plan centers around the sale of two of its firms-
Daewoo Electronics, which said it plans to sell a controlling
stake to a U.S. investment fund on August 16, and Daewoo Heavy
Industries-stated that the new plan will explain how the company
intends to raise U.S.$15 billion this year, debt that has
been said to have helped South Korea trigger the Asian financial
crisis of 1997. "We will let creditors know how asset sales talks
are going, when deals are likely to be finalized, how big the  
price gap with buyers is and how many talks were canceled," said
Kim Woo-il, an Executive Director for Daewoo. "But Daewoo Group
won't hand over more collateral." Daewoo was given U.S.$3.4
billion in emergency credit by creditors last month. (ABI 04-Aug-

FINE HOST: The Mainstay Funds' Objection To Proofs of Claim
The Mainstay Funds filed an objection to the allowance of, and
motion to disallow or expunge, proofs of claim filed by Angelo
Gordon Entities, Bear, Sterns & Co., and Franklin Mutual Advisers
as Class 5 Debenture Damage/Rescission Claims.  A haring on the
objection will be held before The Honorable Peter J. Walsh at the
Bnakruptcy Court, Wilmington, on September 24, 1999.  

Mainstay's claims have been allowed in Class 5 of the plan in an
amount in excess of $1.6 million.  Mainstay has examined the
proofs of claim submitted by the above-referenced parties and
Mainstay seeks to disallow or expunge these proofs of claim.  
Each proof of claim fails to include any factual showing of the
elements of a claim for fraud or misrepresentatiion entitling the
claimant to relief.  Each proof of claim fails to include any
factual showing of a specific false and misleading statement made
by Fine Host, that Fine Host acted with scienter in making such
statement, or that the claimant reviewed and reasonabley relied
upon such false or misleading statement in purchasing the
debentures.  Further, Mainstay suggests that the parties suffered
no pecuniary losses as a result of any misrepresentations.

FULCRUM DIRECT: Seeks Extension of Financing
The debtors, Fulcrum Direct, Inc., Fulcrum West LCC and Equipment
Bond Purchaser, Inc. seek a court order authorizing an extension
of post-petition financing through August 31, 1999 and increasing
the aggregate amount to $3,743,000.

HECHINGER: Taps Retail Consulting Services
The debtors, Hechinger Investment Company of Delaware, Inc., et
al. seek court approval to retain Retail Consulting Services,
Inc. (RCS) as real estate consultants to the debtors.

The debtors are granting RCS an exclusive license to market
eighty-nine stores where the debtors are currently conducting
going-out-of-business sales.  Pursuant to the Engagement Letter,
the debtors will pay RCS a retainer of $50,000.  RCS will receive
fees after the debtors close a transaction that RCS has arranged.
When the proceeds of any such transaction exceed $20 million, RCS
will be entitled to a fee of 1% of the gross proceeds in excess
of $20 million.

IMAGYN MEDICAL: Seeks To Retain Special Counsel
The debtors, Imagyn Medical Technologies, Inc., et al. seek a
court order authorizing the retention of Mitrani, Rynor, Adamsky,
Macaulay & Zorrilla, PA as special counsel with regard to
representation of the debtor in the litigation of two cases, In
re Instrument Associates, Inc. and Imagyn Medical Technologies,
Inc. v. Instrument Associates, Inc.

The attorneys and paralegals designated to represent the debtors
charge between $250 per hour and $80 per hour.

LEVITZ: Seeks Court Approval of Compromise and Settlement
Douglas Furniture of California asserted a $505,463 reclamation
claim against the Debtors estates and filed a $1,987,005 proof of
claim on account of goods sold and delivered prior to the
Petition Date.  The Debtors undertook a reconciliation of
Douglas' claim and the parties now agree that Douglas holds a
$211,250 reclamation claim and a general unsecured claim for
$1,589,235.  The Debtors ask Judge Walrath to approve a
compromise and settlement memorializing this agreement.

LOEHMANN'S: Committee Taps Professionals
The Official Committee of Unsecured Creditors applies for an
order authorizing the retention of Mahoney Cohen & Company as
accountants.The firm will charge its current hourly rates which
range from $250- $325 per hour for partners and principals, $150-
$240 per hour for managers and senior managers, and $80 to $150
per hour for senior accountants and staff.  The Committee
believes that it is necessary to employ Mahoney and that, without
such professional assistance, the Committee's participation in
the case would be adversely affected.

The Committee also applies for an order authroizing the retention
of Morris, Nichols, Arsht & Tunnell as Delaware counsel.  The
Committee retained the law firm of Kronish, Lieb, Weiner &
Hellman as its counsel on June 1, 1999.  Those attorneys and
paralegals of the firm Morris, Nichols who are responsible for
the representation of the Committee in this case charge hourly
rates ranging from $255 per hour to $95 per hour.

LONG JOHN SILVER: Seeks To Sell Real Properties
The debtors, Long John Silver's Restaurants, Inc., et al. seek
authorization to sell eight nonresidential real properties in
accordance with bidding procedures.

Competing bids must be on the same general terms as the initial
offer, and must provide for total consideration of at least the
aggregate consideration provided in the initial offer plus 7 1/2%
of such initial offer.    The debtors expect that the
transactions will net approximately $1,525,000 after payment of
brokers commissions.

With the debtors' confirmation hearing scheduled for August 18,
1999, the debtors are striving to liquidate the properties in an
expeditious, yet commercially reasonable manner.

The Properties and Purchase Prices offered are as follows:

Livingston Avenue
Columbus Ohio - $105,000

State Street
Westerville, Ohio - $435,000

Euclid Avenue
Euclid, Ohio  $165,000

Highway 19S
St. Petersburg, Florida $225,000

Avenue H
Rosenberg, Texas $122,500

1400 Eureka Way
Redding, California $225,000

WW White Road
San Antonio, Texas $125,000

Oro Dam Boulevard
Oroville, California $250,000

MAXICARE: Appoints Dupee as New CEO
Maxicare Health Plans Inc. (NASDAQ/NM:MAXI) Tuesday announced
that its board of directors has appointed Paul R. Dupee Jr. to
the additional position of chief executive officer, effective

Dupee, 56, a member of the board of Maxicare since May of 1998,
continues as chairman of the board. Dupee is a private investor
who has served as a director of the Lynton Group since 1996 and
chairman since 1998.

The company also announced that Richard A. Link, currently chief
financial officer and executive vice president -- finance and
administration, has been named to the additional post of chief
operating officer. Link, 45, is an experienced health-care
executive with more than 10 years of service with Maxicare.

Maxicare is a managed health-care company with operations in
California, Indiana and Louisiana, which currently has
approximately 478,000 members. The company also offers various
employee benefit packages through its subsidiaries Maxicare Life
and Health Insurance Co. and HealthAmerica Corp.

MEDPARTNERS PROVIDER: Committee Objects to Exclusivity Extension
The Official Committee of Unsecured Creditors files its objection
to MedPartners Provider Network, Inc.'s motion for an order
granting an extension of the debtor's plan exclusivity periods
and amending an order establishing a deadline for filing a plan
and Disclosure Statement.

The Committee asserts that the debtor has failed to demonstrate
sufficient "cause", and that the facts of the case suggest that
any extension of exclusivity may only promote delay in progress
toward the filing and confirmation of a plan.

The Committee states that it has not received current financial
information concerning the debtor, and has no information
regarding the cash resources of the estate, the cash resources in
the Provider Segregated account, the amount of administrative
claims paid, the amount of postpetition claims asserted by
providers for services or goods or the amount of other
postpetition administrative claims.  "The simple truth is that
the debtor's post-petition financial affairs remain a mystery to
the Committee despite the Committee and its financial advisor's
diligent efforts."  The Committee also states that if the court
is inclined to grant the debtor an extension of exclusivity, the
debtor should only be allowed until September 3, 1999 to file a
plan, since that date is in accordance with the Global Agreement.

MEDSHARES INC: Health Care Services Provider Files Chapter 11
Medshares Inc., a Memphis, Tenn.-based health care services
provider, along with other health care companies, filed chapter
11 on July 30 with the U.S. Bankruptcy Court for the Western
District of Tennessee, according to The Commercial Appeal. The
other companies covered in the reorganization plan filing total
166 home health-affiliated agencies including affiliates of Boca
Raton, Fla.-based Soleus Health Care Services, Houston-based
Tibian Health Care Services, Centerpoint Corp., and Memphis-based
Medshares Health Care Services and Medshares Holding. Medshares
Inc. stated their 1998 home health care operations' net revenues
were more than $170 million and are projected to total $400
million for 1999.

The company stated its reason for filing was due to its having
exhausted funds from its lenders.  Medshares Inc. was forced to
restructure after it bought 70 home health agencies from
Columbia/HCA Healthcare Corp. of Nashville, Tenn., and purchased
Integrated Health Services, their home nursing division. "The
decision to file for court protection was difficult, but it
allows corporate officials to formulate a plan to reorganize and
streamline operations," said Robert Leech, Senior Vice President
of TBN of TN Inc., Medshares' management firm. Hon. Jennie D.
Latta is overseeing the case. (ABI 04-Aug-99)

NAHDREE GROUP: Committee Taps Traub, Bonacquist- General Counsel
The Official Committee of Unsecured Creditors of The Nahdree
Group, Ltd., et al., debtors, hereby submits the application for
an order authorizing the employment and retention of Traub,
Bonacquist & Fox LLP as its general counsel.  The firm will
provide the following services:

Legal Advice to the Committee with respect to its duties and
powers in these cases;

Assist the Committee in its investigation of the acts, conduct,
assets, liabilities and financial condition of the debtors, the
operation of the debtors' businesses and the continuance of such
businesses, and any other matter relevant to the cases or to the
formulation of a plan;

To participate in the formulation of plan;

To assist and advise the Committee in its examination of the
conduct of the debtors' affairs and the cause of their

To assist and advise the Committee with regard to its
communications to the general creditor body regarding the
Committee`s recommendations on any proposed plan of

To assist the Committee in requesting the appointment of a
trustee or examiner, should such action become necessary;

To review and analyze all applications, orders, statements of
operations and schedules filed with the court by the debtors or
other third parties and to advise the Committee as to their
propriety, and after approval by the Committee, object or consent
thereto on its behalf.

The firm's current hourly rates are $250-$395 for partners, $275-
$300 for counsel, $230-$245 for associates, and $85-$120 for

The Official Committee of Unsecured Creditors of the debtors
seeks to retain Mahoney Cohen & Company, CPA, PC  as its
accountants in these cases; and the Committee seeks to retain
Platzer, Swergold, Karlin, Levine, Goldberg & Jaslow LLP as local

PHILIP SERVICES: Seeks Additional Time To File Schedules
The debtors, Philip Services (Delaware) Inc., et al. seek
additional time to file schedules and statements.  The debtors
request that the court establish September 8, 1999 as the date on
or before which they must file their Schedules and Statements.  
The debtors have tens of thousands of creditors and parties-in-
interest and operate their businesses from various locations
throughout North America.  Given the size and complexity of their
business, the debtors have not had an opportunity to gather the
necessary information to prepare and file their respective
Schedules and Statements.

PHILIP SERVICES: Final Order Authorizing Post-Petition Financing
The US Bankruptcy Court for the District of Delaware entered an
order authorizing the debtors, Philip Services (Delaware) Inc.,
et al. to obtain post-petition financing in an aggregate
principal amount not to exceed $100 million from Bankers Trust
Company, as agent and a syndicate of financial institutions
arranged by Canadian Imperial Bank of Commerce and BTCo.

PRIMARY HEALTH: Applies to Employ Ernst & Young
The debtors, Primary Health Systems, Inc., and its affiliates
seek court approval to employ Ernst & Young LLP as accountants,
tax advisors and financial advisory service providers.  The
debtors need the services of the firm to prepare complicated
financial statements, tax returns and other reports concerning
various aspects of their businesses, including their employee
benefit plans.  The debtors propose to pay Ernst & Young its
customary hourly rates.  Aggregate fees and expenses incurred to
date are approximately $50,000.

The 368 employees of the Orlando, Fla.'s Princeton Hospital
discovered on Friday that in order to receive paychecks from the
closed hospital, they must file a claim with the bankruptcy
court, according to The Orlando Sentinel. Princeton had been
operating under bankruptcy protection since January, but the
facility closed the day before employees were to be paid, and the
employees were unaware of the hospital's closing. Hospital
managers said they were hopeful that the entire staff would be
paid, but that it could take the bankruptcy court several weeks
to disperse the paychecks. The hospital, which is slated to be
sold at auction on September 1, closed when it didn't have the
$650,000 necessary to cover payroll and expenses through the
auction date. (ABI 04-Aug-99)

SGSM ACQUISITION: Order Authorizes Rejection of Leases
By order of the court dated July 27, 1999, the debtor, SGSM
Acquisition Company, LLC was granted authority to reject leases
covering the following premises:

5300 Old Gentilly Road
New Orleans, LA

8400 W. Judge Perez Dr.
Chalmette, LA

5151 Lapalco Blvd.
Marrero, LA

St. Rose Warehouse
10057 Airline Highway
St. Rose Louisiana

On July 26, 1999, Spectrum Information Technologies Inc. entered
into a private-placement agreement to raise $1,250,000 in equity
capital through a private placement with Lawrence M. Powers, the
Chairman of the Board, the Chief Executive Officer and a major
shareholder of the company.  Under the terms of the agreement,
the company will receive $1,250,000, in exchange for 1,000,000
shares of its common stock, and an option to purchase an
additional 500,000 shares at $2.50 per share, exercisable for
five years. The terms of the agreement are subject to stockholder
review and approval at the company's next annual  stockholders
meeting anticipated for September of 1999.  The closing of the
private placement transaction is also subject to stockholder  
approval of an increase in the number of authorized shares of the  
company's common stock at such meeting. The private placement is
expected to close shortly after stockholder approval
is obtained.

Upon the closing of this second round of financing, Spectrum's  
capital base will be supplemented by this $1,250,000 equity
infusion and the company intends to use the proceeds to develop
and expand its  operations in the MP3 music field through its
music website,

TRANSTEXAS GAS: Committee Seeks To Terminate Exclusivity
The Official Committee of Unsecured Creditors of TransTexas Gas
Corporation filed an emergency motion to terminate exclusivity

The Committee submits that the exclusivity periods should be
immediately terminated because the  debtors have ceded their
exclusive rights to the DIP Lenders and the debtors have filed
plans of reorganization that are not confirmable.

UNITED COMPANIES: Committee Objects to Equity's Hiring Accountant
The Official Committee of Unsecured Creditors of United Companies
Financial Corporation, et al. objects to and requests a hearing
on the application to approve employment of Arthur Andersen LLP
as accountants and business and financial advisors to the
Official Committee of Equity Security Holders.

The Committee of Unsecured Creditors argues that the proposed
retention by the Equity Committee is a waste of assets of the
estate and will unjustifiably impose an additional layer of
administrative expenses that effectively will be borne by the
unsecured creditors.

WSR CORP: Seeks Approval of Stipulation With Travelers
The debtors, WSR Corporation, R&S Strauss, Inc., National
Automotive Stores, Inc. and National Auto Stores Corp. seek
approval of a stipulation and order allowing and paying claim of
Travelers Property Casualty Corporation.

Following the filing of the debtors' Chapter 11 cases, Travelers
filed its proof of claim in which it alleged that the debtors
remaining obligations under the insurance program were at least
$1.5 million.  The debtors and Travelers have agreed to reduce
and allow the Travelers Proof of claim in the amount of $1.2
million, to be satisfied by payment upon approval of the court.  
The stipulation permits the debtors to reduce their post-petition
borrowings by $1.4 million, and it permits the debtors to obtain
the benefits of insurance coverage for the period covered by the
policies without the attendant administrative burdens otherwise
imposed by the insurance program.  The debtors have determined
that the stipulation is in the best interest of their estates and
their creditors.

Z. FREDERICK: Hearing On Sale of Kenar's Assets
By order of the US Bankruptcy Court on July 27, 1999, a hearing
shall be held on the motion of Kenar Enterprises, Ltd., one of
the debtors, on September 2, 1999 at 10:00 AM before the
Honorable Arthur J. Gonzalez of the US Bankruptcy Court for the
Southern District of New York at One Bowling Green, Courtroom
617, New York, New York.  The debtor seeks approval of the terms
and conditions of an asset purchase agreement to sell the
trademarks as set forth in the agreement to BHPC Marketing, Inc.,
or to such party submitting a higher or better offer.  A break-up
fee of $20,000 is provided.


The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to are encouraged.  
Bond pricing, appearing in each Friday edition of the TCR, is
provided by DLS Capital Partners, Dallas, Texas.

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

This material is copyrighted and any commercial use, resale
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