TCR_Public/990810.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
     
        Tuesday, August 10, 1999, Vol. 3, No. 153                                              
                           
                    Headlines

AMERICAN PAD & PAPER: Sales Decrease 8.6% In Last Quarter
AVATEX: Settlement Stipulation Clears Way For Merger
BROTHERS GOURMET: Seeks Approval of Product Supply Agreement
BUILDERS TRANSPORT: Seeks Approval of Compromise
CAI WIRELESS: Two Special Meetings Of Shareholders Announced

CFI: Successfully Emerges from Chapter 11
COMMERCIAL FINANCIAL: Creditrust Purchases Remaining Accounts
CRIIMI MAE: Asks For Further Extension On Reorganization Plan
DAEWOO: Strategic Alliance With GM
DISCOVERY ZONE: Seeks Authority To Enter Liquidator Agreements

ELECTRO CATHETER: Searching For Private Investment Or Partner
FASTCOMM: Fiscal Year-End Results
FORCENERGY: Order Authorizes Use of Cash Collateral
FORMAN PETROLEUM: Files Chapter 11  
GREATE BAY HOTEL: PRT Note Holders' New Local Counsel

HARNISCHFEGER: Debtor Seeks More Time To Assume/Reject Leases
HARNISCHFEGER: First Meeting of Creditors
HECHINGER INVESTMENT: Court Approves Otterbourg, Steindler
INSILCO HOLDING: Completes Merger Agreement With Thermal Transfer
IRIDIUM LLC: Chase Manhattan Claims A Default Has Occurred

JC ZIMMERMAN: Milwaukee Sewage-Tunnel Contractor to Liquidate
KOMAG:  Second Quarter Sales Up, Losses Down By Comparison
LIBERTY HOUSE: Multi-Million Dollar Bill For Professionals
MOBILEMEDIA COMMUNICATIONS: Seeks Approval of Stipulation
OKURA & CO: Taps USI Retirement Services

PINNACLE MICRO: Losses Continue - Possible Bankruptcy
PIZZA PIT: Madison, Wis. Pizza Chain Files Chapter 11
PRESTON TRUCKING: Final Pay Checks Bouncing
RECYCLING INDUSTRIES: Lindner Reports No Stock Holdings
ROOM PLUS: Debtor Seeks Extension of Exclusivity

SCOOP INC: Obtains Approval of Disclosure Statement
SERVICE MERCHANDISE: Over $80 Million Anticipated From Sales
SERVICE MERCHANDISE: RTV Program Approved By Court
SMITH CORONA: Office Depot In Licensing Agreement With Company
SPECTRAN: Class Action Suit Attempts To Bar Merger
THREE D DEPARTMENTS: Withdrawal of Disclosure Statement

Meetings, Conferences and Seminars


                   **********

AMERICAN PAD & PAPER: Sales Decrease 8.6% In Last Quarter
---------------------------------------------------------
American Pad & Paper Company is a holding company, which
conducts its operations through American Pad & Paper Company
of Delaware, Inc. and its wholly owned subsidiaries AP&P
Manufacturing, Inc., and American Pad & Paper Sales Company,
Inc.

For the three months ended June 30, 1999, net sales decreased
to $134.1 million from $146.7 million in 1998, a decrease
of $12.6 million or 8.6%.  Net losses, however, for the 1999
quarter were $14,183, as compared to the same quarter in 1998
when net losses were $55,937.

In other transactions the company reports that it had an
outstanding note receivable of $279,000 at June 30, 1999, from
its former President and Chief Operating Officer.  In 1998,
the note was extended to July 2000, and bears interest at
a rate of six percent.  The amounts due under the note are
with full recourse and are secured by a pledge of all such
shares of common stock purchased by the former executive.

On March 31, 1998, the company loaned its acting Chief
Financial Officer, who is also a director, $1.0 million related
to the exercise of stock options. The current loan balance is
$1.1 million. The loan is due in March 2001 and bears interest
at a rate of 5.89%and is secured by shares of common stock.


AVATEX: Settlement Stipulation Clears Way For Merger
----------------------------------------------------
United Equities (Commodities) Company owns 178,300 shares of
preferred stock of Avatex Corporation.  This amount comprises
27.3% of the issued and outstanding shares of preferred stock of
the company.  United Equities has sole power to vote and
dispose of all such shares.

Momar Corporation owns 26,000 shares of the company's preferred
stock, comprising 4.0% of the outstanding shares and Momar
has sole voting and dispositive power over the 26,000 shares.

Moses Marx beneficially owns 214,400 shares of preferred stock
(32.9% of the issued and outstanding shares of preferred
stock), which includes the 178,300 shares beneficially owned
by UECC; the 26,000 shares beneficially owned by Momar; and
10,100 shares owned by Mr. Marx.  Mr. Marx is a beneficial
owner of such 214,400 shares of preferred stock by virtue
of his being the only person in a position to determine
the investment and voting decisions of UECC and Momar with
respect to such shares.  Additionally, Mr. Marx, through
United Equities Commodities and Momar, has the sole power to
vote and dispose of all such shares.

As background to these transactions it should be noted that on
April 23, 1998 Elliott Associates LP brought an action in the
Delaware Court of Chancery enjoining Avatex from merging with
Xetava.  On June 18, 1999, Elliott and the Avatex Corporation
agreed to settle the action and entered into a settlement
stipulation.  In connection with that settlement, Elliott,
certain of Elliott's affiliates and each of the entities noted
above (i.e. Mr. Marx, Momar and United Equities) entered into
a stockholders' agreement with Avatex under which they agreed,
subject to the occurrence of the proposed merger and various
other contingencies:

1. To vote their shares of $5.00 cumulative convertible
preferred stock and $4.20 cumulative exchangeable preferred
stock, Series A in favor of the proposed merger between Avatex
and Xetava, and granted Avatex their proxies to effect same;

2. To waive their appraisal rights in connection with such
proposed merger and to exchange their shares of Avatex'
preferred stock for the alternate consideration as follows:
(a) Each share of their $5.00 First Series preferred stock will
be exchanged for (i) $3.7408 in cash, (ii) $8.34 principal
amount of 6.75% notes to be issued by Avatex Funding, Inc.,
a new wholly-owned subsidiary of the company, (iii) warrants to
purchase 0.67456 shares of the common stock of the post-merger
entity, and (iv) a deferred contingent cash right to receive
(x) 16% of an amount equal to 20% (up to $7.5 million) of any
net recovery that Avatex may receive in certain litigation
brought by it against McKesson Corporation and a number of
large pharmaceutical manufacturers, divided by (y) the number
of outstanding shares of $5.00 First Series preferred stock.
Additionally each share of their $4.20 Series A preferred
stock will be exchanged for (i) $2.9705 in cash, (ii) $6.623
principal amount of 6.75% notes to be issued by Avatex Funding,
(3) warrants to purchase 0.53567 shares of the common stock of
the post-merger entity, and (iv) a deferred contingent cash
right to receive (x) 84% of the net recovery participation
cap, divided by (y) the number of outstanding shares of $4.20
Series A preferred stock.

4. For a period of ten years, not to acquire any additional
equity securities of Avatex or seek to influence or control
the management or policies of the company; and

5. To release Avatex and its directors from liability for
matters in connection with the company's proposed merger
with Xetava.

Avatex will pay $300,000 to Momar or UECC (as directed
by Mr. Marx) in consideration for the execution of the
stockholders' agreement.

Furthermore, Mr. Marx, Momar and United Equities entered into a
stock purchase agreement with Phar-Mor, Inc. on June 18, 1999
whereby Phar-Mor will purchase all of their shares of Avatex'
common stock now held for a purchase price of $2.00 per share,
to be effected simultaneously with the closing of proposed
merger with Xetava. They have each granted Phar-Mor a proxy
to vote their shares of Avatex' common stock, but Phar-Mor
is contractually bound to vote in favor of the revised Xetava
merger proposal.

By the terms of the stockholders' agreement, Mr. Marx
unconditionally withdrew his demand for nomination of certain
persons for election to the Board of Directors of Avatex.


BROTHERS GOURMET: Seeks Approval of Product Supply Agreement
------------------------------------------------------------
The debtors, Brothers Gourmet Coffees, Inc., et al. seek court
approval of the terms and conditions of the Product Supply
Agreement with Mother Parker's Tea and Coffee Inc.

Pursuant to the agreement, Brothers has agreed to provide Mother
Parker's with 8 million pounds of various types of roasted and
packaged coffee over a 12-month period in exchange for payment by
Mother Parker's of between $.35 and $.58 per pound depending on
the product.  Brothers expects that it will likely experience a
profit of nearly $1.3 million over the term of the Product Supply
Agreement.  The agreement can be assigned with the consent of
Mother Parker's.

A hearing will be held on August 17, 1999 at 9:30 AM before The
Honorable Mary F. Walrath, US Bankruptcy Court for the District
of Delaware, Wilmington.


BUILDERS TRANSPORT: Seeks Approval of Compromise
------------------------------------------------
The debtors, Builders Transport, Inc. et al. seek entry of an
order approving a compromise of claims between the debtors and
Associates Commercial Corporation and Associates Leasing, Inc.  
The compromise will resolve all rights between the debtors and
Associates, except that Associates will retain the right to
pursue claims against the debtors arising from post-petition
vehicle accident claims asserted against Associates, and the
debtors and all other parties in interest will retain all
counterclaims and offsets. Associates filed administrative and
super-priority claims in the amount of $3,228,892 and unsecured
claims in the amount of $4,744,200. The compromise will resolve
the claims in consideration of Associates being allowed an
administrative expense claim of $150,000.


CAI WIRELESS: Two Special Meetings Of Shareholders Announced
------------------------------------------------------------
On August 2, 1999, CAI Wireless Systems, Inc. announced it
will hold two special shareholder meetings.

Its first special meeting of shareholders will be held
on August 31, 1999 at 10:00 a.m., Eastern time, at The
Goodwin Hotel, One Haynes Street, Hartford, Connecticut.
At that meeting shareholders will consider and vote upon a
proposal to approve an agreement and plan of merger, dated
April 26, 1999, by CAI Wireless Systems, Inc., MCI WORLDCOM,
Inc. and Cardinal Acquisition Subsidiary Inc., a wholly-owned
subsidiary of MCI WorldCom, and the transactions contemplated
by the merger agreement. The merger agreement provides, among
other things, that: Cardinal Acquisition Subsidiary will
merge with and into CAI; CAI will continue as the surviving
corporation and will become a wholly-owned subsidiary of MCI
WorldCom; and each CAI common share issued and outstanding
at the effective time of the merger (other than shares held
by MCI WorldCom, Cardinal Acquisition Subsidiary, CAI and
shareholders, if any, who properly exercise their dissenters'
rights under Connecticut law) will convert into the right to
receive $28.00 per share in cash, without interest.

The CAI board fixed the close of business on July 28, 1999 as
the record date to determine shareholders who are entitled to
receive notice of and vote at the special meeting. Materials
for the special meeting, including a proxy statement and proxy
card ,were mailed to shareholders of record on or about August
2, 1999.

CAI will hold its second special meeting of shareholders on
August 31, 1999 at 11:00 a.m., Eastern time, at The Goodwin
Hotel in Hartford, Connecticut. The second special meeting
is being held pursuant to the demand of MCI WorldCom in
accordance with CAI's bylaws and Connecticut law.  At the
second special meeting, CAI shareholders of record on July 28,
1999 will consider and vote upon three proposals as follows:
a proposal to remove the existing CAI board of directors;
a proposal to amend Article IV, Section 1 of CAI's bylaws
to, among other things, provide for a two-member CAI board;
a proposal to elect MCI WorldCom's nominees to the CAI board.

A notice relating to this second special meeting was to have
been sent to CAI shareholders of record on or about August
4, 1999. Neither CAI, MCI WorldCom nor any other person is
soliciting proxies for the second special meeting.


CFI: Successfully Emerges from Chapter 11
-----------------------------------------
CFI Mortgage, Inc. (OTC Bulletin Board: CFIM), a diversified
consumer finance company engaged primarily in the sale of
subprime mortgage loans, announced that it has been discharged
from bankruptcy by the U.S. Bankruptcy Court for the Southern
District of Florida; reorganized its executive staff, including
the election of a new chief executive officer, and engaged a new
independent auditor.

CFI filed for reorganization under Chapter 11 of the U. S.
Bankruptcy Code on March 10, 1999.

Among its initial actions, the reorganized company engaged
Weinick Sanders Leventhal & Co. LLP (1515 Broadway, New York,
N.Y. 10036) as its new independent auditor replacing Grant
Thornton LLP. In an 8K filing with the Securities & Exchange
Commission, CFI said its auditors will have all SEC filings
current within 15 days.

CFI's new member of the board and chief executive officer,
Stephen E. Williams of Palm Beach and Clearwater, Florida brings
to the position more than 25 years of executive experience in
finance, primarily in mortgage banking and real estate. For the
past two years, Williams served and continues to serve as
chairman and chief executive of First Mortgage Securities, Inc.,
Clearwater, a national mortgage banking corporation, and for the
two prior years was president and chief executive of
a publicly-traded company.

Williams replaces Christopher Castoro, a founder and chief
executive of the company since its founding nine years ago, who
will serve as a director and vice president of the reorganized
CFI with primary oversight of mortgage operations. Castoro said
he is "extremely excited and relieved to be able to focus my
attention squarely on mortgage related operations." He
noted that CFI "was considered successful prior to going public,
and its mortgage operations will now closely align with the
systems in which CFI had previously enjoyed success." He added
that "together with Williams handling the corporate finances,
equity transactions and corporate governance and my reassignment
to a position matching my expertise and core competencies, I feel
very comfortable. I truly believe Williams has the
knowledge and experience to lead our company."

Williams started his career in New York as an investment banker,
later moving on to become the financial head of the Dr. Wendell
Phillips worldwide oil empire. Wendell Phillips and J. Paul Getty
were considered the two largest world oil concessionaires through
the 1970s. Phillips held world exploration rights in many foreign
countries covering a total of 144,000,000 acres. Later, Williams
served as chief executive officer of several real estate
development companies, including North Pacific Resources Corp. of
Los Angeles, Bakersfield and Palo Alto, California, and
Builders Equity Corp. of Newport Beach, California.

"I see a very bright future for CFI," Williams said. "We plan to
announce several key strategic alliances and acquisitions once
our due diligence is complete."


COMMERCIAL FINANCIAL: Creditrust Purchases Remaining Accounts
--------------------------------------------------------------
Creditrust Corporation (Nasdaq: CRDT) today announced that it has
purchased the remaining owned accounts of now bankrupt Commercial
Financial Services (CFS), Tulsa, Oklahoma, with a face value of
$546 million dollars in a bankruptcy auction. These accounts,
were originally purchased by CFS in the fourth quarter of 1998,
from 10 of the largest credit grantors in the United States for
approximately $60 million or 11 cents on the dollar. Creditrust
purchased them in a competitive auction for $26.75 million, or
4.89 cents on the dollar. Creditrust has been purchasing similar
receivables from the same institutions for a weighted average
purchase price of 7.5 cents on the dollar.

In addition, the Company has closed on a new $40 million credit
facility to supplement its existing credit lines which will fund
the purchase of the CFS portfolios, as well as additional
purchases of portfolios of defaulted consumer receivables. The
financing for this transaction was arranged by US Bancorp Libra
and Brean Murray & Co.

Joseph K. Rensin, Creditrust's Chairman and Chief Executive
Officer, commented, "We are very excited about this development.
We consider this to be a monumental win for Creditrust, as our
due diligence revealed minimal recovery efforts on these accounts
which were purchased by CFS shortly before their bankruptcy
filing."

Mr. Rensin continued, "This transaction affords us the
opportunity to work with the same high quality portfolios and
institutions with whom we have long-standing relationships."

Founded in 1991, Creditrust Corporation acquires, manages and
collects delinquent consumer receivables utilizing an
information-driven strategy. The Company uses proprietary
technology to acquire receivables primarily consisting of
charged-off Visa(R), MasterCard(R), and private label credit card
accounts issued by major banks and merchants.     
  

CRIIMI MAE: Asks For Further Extension On Reorganization Plan
-------------------------------------------------------------
CRIIMI MAE Inc. was granted a bridge order by Judge Duncan
Keir of the United States Bankruptcy Court in Greenbelt,
Md., continuing through August 5th the period during which
the company has the exclusive right to file its plan of
reorganization.  On August 5th, the Bankruptcy Court was to
hold a hearing on the company's motion to further extend
the period in which it exclusively may file its plan of
reorganization to October 4, 1999 and the period in which it
exclusively may solicit acceptances to such plan to December
3, 1999.

On October 5, 1998 Criimi Mae and two affiliates filed for
protection under Chapter 11 of the U.S. Bankruptcy Code.
Before filing for reorganization, Criim Mae had been actively
involved in acquiring, originating, securitizing and servicing
multi-family and commercial mortgages and mortgage related
assets throughout the United States.  Since filing for Chapter
11 protection, Criimi Mae has suspended its loan origination,
loan securitization and commercial mortgage-backed securities
acquisition businesses.  The company, however continues
to hold a substantial portfolio of subordinated CMBS and,
through its servicing affiliate, acts as a servicer for its
own as well as third party securitizations.


DAEWOO: Strategic Alliance With GM
----------------------------------
South Korea's troubled Daewoo group signed a memorandum of
understanding with General Motors Corp. of the United States
today to form an alliance in auto manufacturing.

The memorandum was the first step in joint efforts by the two
sides to form an alliance specifically targeted for car business,
and further details have yet to be worked out, Daewoo and GM
officials said.

Cash-strapped Daewoo hopes the alliance would lead to fresh
capital investment from the American auto giant.

Kim Tae-gu, chairman of Daewoo Motors Co., expressed hope that
the negotiations will be wrapped up "as quickly as possible."

In a statement, GM and Daewoo said they would "jointly explore
common interests in a wide range of business opportunities both
at home and abroad."

The move came a day after GM officials in Detroit said their
company will consider building vehicles in Japan to boost sales
in the world's second-largest car market.

The world's largest automaker said it has a "multi-pronged"
approach to increasing sales in Japan. GM sold more than 53,000
cars and trucks in Japan last year, a small number in a market
where over 4 million vehicles a year are sold.

"We can't be successful in Asia without being successful in
Japan," GM spokesman Henry Wong said Thursday.

Desperate for cash, Daewoo has previously said it wanted General
Motors to buy part of Daewoo Motors Co., its main subsidiary and
South Korea's second largest car maker.

General Motors owned half of Daewoo Motors from 1978 to 1992 in a
deal that allowed Daewoo to sell cars overseas using GM brand
names. Their rocky marriage ended in 1992 with Daewoo buying out
GM's share.

Daewoo Motor signed a memorandum with General Motors in February
1998 to form a broad business alliance but the transaction was
never completed.

Daewoo, South Korea's second-largest conglomerate, narrowly
escaped becoming South Korea's largest-ever bankruptcy in July
when domestic creditors, mostly under government control, agreed
to delay repayment of $5.8 billion in short-term debt for six
months and extend $3.3 billion in new loans.

In return, Daewoo promised to cut its debt drastically by selling
or spinning off most of its 40 subsidiaries and attracting
foreign investment. Daewoo also put up $8.42 billion of stock and
real estate as collateral, provided only for loans from domestic
creditor banks.

Daewoo is under threat by foreign creditors to call in debts.


DISCOVERY ZONE: Seeks Authority To Enter Liquidator Agreements
--------------------------------------------------------------
The debtors, Discovery Zone, Inc. and its affiliated chapter 11
debtors and debtors in possession seek a court order authorizing
them to enter into agreements with inventory liquidators for the
purpose of removing inventory and other assets remaining in the
approximately 100 FunCenters that the debtors have closed.  The
debtors anticipate recovery between $2,500 and $6,000 per
location.


ELECTRO CATHETER: Searching For Private Investment Or Partner
-------------------------------------------------------------
On May 14, 1999, as a result of the continued deterioration
in Electro Catheter Corporation's results of operations
reflecting, among other factors, the lack of sufficient
financing, the continuing decline in demand for the company's
products and the inability of the company to achieve
profitable operations, Electro Catheter filed a voluntary
petition for reorganization under Chapter 11 of the United
States Bankruptcy Code.  While the company has suspended
manufacturing operations, it is in possession of its properties
and assets and continues to operate as a debtor-in-possession.

Electro Catheter is currently in the process of seeking a
corporate partner and/or private investment to reactivate
its manufacturing operations. On May 13, 1999, the company
suspended production until further notice but is continuing
to ship product from inventory.

The company's stockholders' deficiency, continued losses and
lack of financing create serious risk of loss for the holders
of the company's debt and equity securities.  Electro gives
no assurances that it will be successful in its attempts
to find a partner or obtain adequate financing in order to
reactivate its manufacturing operations or, that as a result
of such efforts, the value of the company's debt and equity
securities will not be materially impaired.

Net revenues declined $629,933 (41.9%) and $1,411,681 (34.0%),
respectively, or the three and nine months nded May 31,1999
as compared to the same periods in the prior fiscal year.
In the three months ended May 31, 1999 net revenues reached
$872,604 as compared to $1,502,537 in the same period of
the prior year.  Net loss in the 1999 quarter was $443,737
compared to the 1998 quarter net losses of $222,690.

Unless the company is able to reactivate its manufacturing
operations, sales will be very adversely affected. Without
manufacturing, the company will not be able to satisfy its
current backorders or future orders unless such product is
in inventory.


FASTCOMM: Fiscal Year-End Results
---------------------------------
FastComm(OTC BB: FSCX) Communications Corp. has reported its
financial results for its fiscal year ended April 30, 1999.
Revenue for the period was $4.7 million, down from $ 8.9 million
in the previous fiscal year.

There was a net loss of $ 5.5 million ($ .43 per share) that
included a $833,000 extraordinary gain ($ .06 per share)
generated by the Company's reorganization and reorganization
expenses totaling $ 650,000. This compared favorably to a $ 9.1
million ($ .87 per share) loss a year ago.

The year was highlighted with the purchase of KG Data Systems and
the acquisition of voice over data technology from Alcatel. KG
Data, now called the Mainframe Communications Division of
FastComm, develops and maintains a front-end processor
replacement for IBM mainframe computer networks.


FORCENERGY: Order Authorizes Use of Cash Collateral
---------------------------------------------------
Forcenergy Inc. is authorized by the US Bankruptcy Court Eastern
District of Louisiana to use cash collateral in the amounts set
forth below to make a loan to Forcenergy International Inc
(International) in order to fund the Australia operations
conducting business through the wholly owned subsidiary of
International, Forcenergy Australia Pty Ltd (FEN Australian);

Forcenergy may fund International $1.77 million in order to fund
past due payables of FEN Australia and past due payables of
International which relate to the Australia operations;

Forcenergy may fund International $125,000 in order to fund
interest costs of International and FEN Australia relating to
Australian operations and Forcenergy may fund International
$164,000 per moth in order to fund two months operating costs of
FEN Australia for the months of July and August 1999.


FORMAN PETROLEUM: Files Chapter 11  
----------------------------------
After months of negotiations with the holders of its 13.5%
Senior Secured Notes and its Series A Preferred Stock, Forman
Petroleum Corporation (the "Company") filed today a petition for
relief under Chapter 11 of the United States Bankruptcy Code. The
Chapter 11 petition was filed in New Orleans, Louisiana in the
United States Bankruptcy Court in the Eastern District of
Louisiana.  The Chapter 11 proceeding has been assigned case
number 99-14319. The Company expects to file within five days in
the Chapter 11 proceeding a Joint Plan of Reorganization. The
Joint Plan will provide for the cancellation of all currently
issued and outstanding common stock and for the conversion into
newly issued shares of common stock of all outstanding 13.5%
Senior Secured Notes and Series A Preferred Stock. The Joint Plan
also will provide for the issuance of warrants to purchase common
stock to certain classes of interest holders and other persons
and for the payment to lien holders and unsecured creditors of
cash or notes in varying amounts. In addition, the Joint Plan
will provide for the dismissal of the pending litigation against
Jefferies & Company, Inc. Certain note holders and preferred
stockholders are expected to join with the Company in proposing
the plan and have agreed to vote in favor of the plan
subject to certain conditions.  The Company expects to return to
an active drilling and acquisition program as soon as the Chapter
11 reorganization is completed.

Forman Petroleum Corporation is headquartered at 650 Poydras
Street, Suite 2200, New Orleans, Louisiana.


GREATE BAY HOTEL: PRT Note Holders' New Local Counsel
-----------------------------------------------------
The law firm of Horn, Goldberg, Gorny, Plackter, Weiss & Perskie
PC no longer represents the PRT note holders in the case of
Greate Bay Hotel and Casino, Inc., et al.  The PRT note holders
will continue to be represented by Ropes & Gray and new local
counsel is David Stratton, Pepper Hamilton LLP, Cherry Hill NJ.


HARNISCHFEGER: Debtor Seeks More Time To Assume/Reject Leases
--------------------------------------------------------------
The Debtors are parties to numerous unexpired nonresidential real
property leases for locations from which they operate their
businesses.  As part of these chapter 11 cases, the Debtors
continue, they say, to evaluate every aspect of their business
and the profitability of each of their operations.  This task is
both complex and time-consuming because the Debtors' complex
operating and financing structure involves more than 200
direct and indirect subsidiaries.  

The Debtors tell the Court it is impossible at this early date to
determine which leases to which they are a party should be
assumed, assumed and assigned or rejected.  Accordingly, the
Debtors ask the Court to extend, for 100 days, until November 14,
1999, the 60 day period granted to them pursuant to 11 U.S.C.
Sec. 365(d)(4) within which to decide whether to assume or reject
their Leases.  

Without an extension, the Debtors are certain they would
imprudently reject valuable Leases and improvidently assume
burdensome leases.  The Debtors remind Judge Walsh that he has
granted identical relief in, among other high-profile chapter 11
cases, In re APS Holding Corp., Case No. 98-197 (PJW) (Bankr. D.
Del. June 18, 1999); In re Montgomery Ward Holding Corp., Case
No. 97-1409 (PJW) (Bankr. D. Del. Aug. 28, 1998); In re Freuhauf
Trailer Corp., Case No. 96-1563 (PJW) (Bankr. D. Del. Dec. 4,
1996).

The Debtors make it clear that the extension they request is
without prejudice to the right of any Landlord to seek an order
requiring a Debtor to elect to assume, assume and assign or
reject a particular Lease prior to November 14, 1999.
(HARNISCHFEGER BANKRUPTCY NEWS Issue 7;Bankruptcy Creditors'
Services Inc.)


HARNISCHFEGER: First Meeting of Creditors
------------------------------------------
Jeff Bookman, an Analyst employed by the Office of the United
States Trustee for Region III, convened a meeting of the Debtors'
creditors pursuant to 11 U.S.C. Sec. 341(a), on August 6, 1999,
at 10:00 a.m.  The purpose of the meeting, Mr. Bookman advised
creditors, is to allow for examination of the Debtors' business
operations and financial affairs.  "This is not a judicial
tribunal," Mr. Bookman cautioned.  

Robert N. Dangremond, the Debtors' newly-appointed Chief
Restructuring Officer, appeared for the Debtors, assisted by
Laura Davis Jones, Esq., counsel.

Mr. Dangremond related the circumstances giving rise to the
Debtors' need to seek protection of their estates from creditors
under chapter 11.  Up through 1997, Mr. Dangremond explained, a
majority of the Debtors' customers experienced an expansionary
boom.  This boom was brought to a halt with the collapse of the
nearly-simultaneous Asian, Latin American and Russian economies,
in which many Harnischfeger customers had considerable exposure.  
Adding fuel to the fire, the prices of core commodities -- coal,
gold, copper, pulp and paper -- fell through the floor.  
Harnischfeger customers had to rethink their capital expansion
plans; they curtailed orders; Harnischfeger's sales slumped by
30%; having tapped available lines of credit, the Debtors found
themselves with no liquidity.  

Asked to comment on the Company's reorganization plans, Mr.
Dangremond noted that it is very early to begin speculating about
what the company will look like on emergence from chapter 11.  
Nevertheless, the Company has assembled a generalized business
plan that calls for:

     (1) curtailing certain operations;

     (2) elimination of unprofitable product lines; and
  
     (3) dramatic cost reductions.  

Mr. Dangremond projects that it will take one to two years to
implement that business plan, but, importantly, it is that
business plan -- designed to get the Debtors to a cash-positive
position -- which will underpin the plan of reorganization under
which the company will emerge from chapter 11.  

Mr. Dangremond noted that the Company has always operated on a
consolidated basis.  "I cannot stress how inter-related all the
parts of the Debtors' businesses are," Mr. Dangremond said.  

Trade credit, Mr. Dangremond related, has steadily opened-up
since the Petition Date.  At present, creditors have extended
some $100 million of post-petition trade credit to the Debtors.  
The Debtors are delighted by their suppliers' vote of confidence.  

Karen Biffertano, Esq., representing Sappi-, inquired about the
Debtors' European operations.  "How are closely tied are the
European operations to the U.S. operations," Ms. Biffertano
asked?  

"The foreign operations are an integral part of the business,"
Mr. Dangremond confirmed, noting that the Debtors have scores of
foreign non-debtor affiliates.  Those foreign operations make a
major contribution to the enterprise, Mr. Dangremond indicated.  

The most pressing problem, Mr. Dangremond explained, relating to
the foreign subsidiaries is stabilization of those non-debtor
entities' lending relationships with their local lenders.  
Clearly, the foreign lenders are nervous.  One small Italian
bank, Mr. Dangremond noted, with the agreement of the Debtors'
other Italian bankers, was repaid its $500,000 debt in the wake
of the chapter 11 filings.  

$137,000,000 of the DIP facility has been drawn and Chase is
backing new letters of credit for $26,000,000.

Seeking clarification about the structure of the DIP Financing
Facility, Mr. Dangremond confirmed for John D. Demmy, Esq., of
Morris, James, Hitchens & Williams, that Harnischfeger is the
borrower, all of the subsidiaries are guarantors on account of
all aggregate borrowings, borrowings are downstreamed in
accordance with operating budgets; and a super-priority claim
status attaches to all post-petition intercompany
claims. (HARNISCHFEGER BANKRUPTCY NEWS Issue 7;Bankruptcy
Creditors' Services Inc.)


HECHINGER INVESTMENT: Court Approves Otterbourg, Steindler
----------------------------------------------------------
The US Bankruptcy Court for the District of Delaware entered an
order on July 29, 1999 approving the retention of Otterbourg,
Steindler, Houston & Rosen PC as co-counsel to the Official
Committee of Unsecured Creditors of Hechinger Investment Company
of Delaware, Inc. et al.


INSILCO HOLDING: Completes Merger Agreement With Thermal Transfer
-----------------------------------------------------------------
Insilco Holding Co. completed the previously announced merger
with Racine, Wisconsin-based Thermal Transfer Products, Ltd.  
Thermal Transfer is a leading manufacturer of industrial oil
coolers and other heat exchanger products, and generated
approximately $28 million of revenues in 1998.

David A. Kauer, Insilco President and CEO, said "We are pleased
to have completed this merger as planned. We see numerous
opportunities to broaden our product offerings in the industrial
market and we also look forward to the benefits we will gain by
accessing Thermal Transfer's strong distributor network."

Insilco Holding Co., based in suburban Columbus, Ohio, is a
diversified manufacturer of industrial components and a supplier
of specialty publications.  The company's industrial business
units serve the automotive, electronics, telecommunications and
other industrial markets, and its publishing business serves the
school yearbook market. It had revenues in 1998 of $535.6
million.


IRIDIUM LLC: Chase Manhattan Claims A Default Has Occurred
----------------------------------------------------------
Iridium LLC and its wholly owned operating subsidiary, Iridium
Operating LLC are in the process of negotiating a capital
restructuring with their various creditors, vendors and equity
holders.

In connection with negotiations regarding the restructuring,
Iridium has received a copy of a letter, dated July 29, 1999, to
Motorola, Inc. from The Chase Manhattan Bank, as Administrative
Agent under Iridium's $800 million Secured Credit Agreement.

The Chase letter, in what Iridium states is an apparent attempt
to preserve a position, asserts that an event of default has
occurred under the Secured Credit Agreement. This assertion is
based on the claim that a "triggering" event under the Secured
Credit Agreement occurred and, therefore, Iridium is required to
demand that Motorola provide a guarantee of $300 million of
Iridium's borrowings under the Secured Credit Agreement and that
Iridium has failed to make such a demand on a timely basis.

If an event of default under the Secured Credit Agreement had
occurred, Iridium would also be in default under its $750 million
Credit Agreement guaranteed by Motorola as a result of cross-
default provisions in the Guaranteed Credit Agreement, and, if
the lenders under the Secured Credit Agreement or the Guaranteed
Credit Agreement accelerated the loans thereunder as a result of
an event of default, Iridium also would be in default under its
approximately $1.45 billion of Senior Notes.

Both Iridium and Motorola state they believe no "triggering"
event under the Secured Credit Agreement has occurred and an
event of default under the Secured Credit Agreement for failure
to demand a guarantee has also not occurred.

Iridium says it believes that the Chase letter will not have a
significant effect on the continuing restructuring negotiations
among Motorola, Iridium, Iridium's bank lenders, its bond holders
and its equity holders.


JC ZIMMERMAN: Milwaukee Sewage-Tunnel Contractor to Liquidate
--------------------------------------------------------------  
The J.C. Zimmerman Engineering Co. has filed chapter 7 and plans
to liquidate; the company is facing a $447,000 payment to settle
a lawsuit filed by the Milwaukee Seweage District, The Milwaukee
Journal Sentinel reported. The sewage-tunnel contracting company
listed assets of $816,646 and liabilities of $563,291. Attorney
Jerome Kerkman of Maier, McIlnay & Kerkman Ltd., who represents
the company, said the lawsuit was the reason Zimmerman filed
for protection and that the settlement amount the company could
be liable for may be higher than  what was estimated in the
filing. (ABI 09-Aug-99)


KOMAG:  Second Quarter Sales Up, Losses Down By Comparison
--------------------------------------------------------
Komag Inc.'s net sales increased to $93.2 million in the second
quarter of 1999, up 18% compared to $78.8 million in the second
quarter of 1998. During that second quarter of 1999 two customers
accounted for approximately 92% of consolidated net sales:
Western Digital Corporation (74%) and Maxtor Corporation (18%).  
The company expects that it will continue to derive a substantial
portion of its sales from relatively few customers.

Net losses were down substantially in the second quarter of 1999,
ended July 4th, totalling $38,234 as compared to the second
quarter of 1998 when net losses were $261,884.


LIBERTY HOUSE: Multi-Million Dollar Bill For Professionals
----------------------------------------------------------
Documents in federal bankruptcy court show that lawyers,
accountants, consultants and others working on the Liberty House
case submitted bills totaling more than $ 7.4 million through
May.

Liberty House filed for Chapter 11 bankruptcy reorganization in
March 1998. The state's oldest and largest department store chain
listed assets of $ 284.2 million and liabilities of $ 248.4
million. Since then, it has closed at least 18 stores, including
Home Outlet and Penthouse stores, and a distribution center in
Hawaii and on Guam.

The federal bankruptcy court has scheduled a Sept. 17 hearing to
consider competing reorganization plans filed by separate boards
consisting of lenders and creditors, and the chain's owner, JMB
Realty Corp. of Chicago.


MOBILEMEDIA COMMUNICATIONS: Seeks Approval of Stipulation
---------------------------------------------------------
The debtors, Mobilemedia Communications, Inc., et al. seek court
approval of a Stipulation and Order between the debtors and the
City of New York Department of finance.  The order and
stipulation provide that the City of New York Department of
Finance will accept an unsecured priority claim in the amount of
$722,357 and all other claims shall be disallowed. The debtor
will receive approximately $1.5 million from a pending refund
claim.


OKURA & CO: Taps USI Retirement Services
----------------------------------------
The debtor, Okura & Co. (America), Inc. seeks a court order
approving the retention of USI Retirement Services, Inc.
effective March 23, 1999, to provide actuarial services regarding
the administration and termination of the debtor's pension plan.
The firm will charge its hourly rates which range from $150 -$225
for actuaries.


PINNACLE MICRO: Losses Continue - Possible Bankruptcy
-----------------------------------------------------
Pinnacle Micro, Inc., is a designer, manufacturer, supplier and
reseller of removable optical storage systems. The company's
products read from and write data to optical media. As a result
of continuing significant losses, the company has experienced
difficulty in paying its trade debt on a timely basis. Pinnacle
sought the cooperation of its creditors in a restructuring
of its trade debt in July 1997. A committee of the creditors,
representing in excess of 50% of the company's trade debt, was
formed. The committee has agreed to several moratoriums on the
payment of the company's outstanding unsecured debt. and the
company is currently operating under an informal moratorium
with no defined termination date. No assurance is given that
the creditors' committee will continue the moratorium. In the
event the company is unable to obtain additional extensions
of the moratorium it may be unable to continue to operate as
a going concern and says it will seek protection under the
Federal bankruptcy laws.

In view of its precarious financial position the company
has been unable to secure an auditors opinion from its
independent auditor on its 1997 and 1998 year end statements.
As a result the company is reporting unaudited information
showing that in 1998, it incurred a net loss of $4,555,000 on
net sales of $10,554,000.  In 1997 net loss was $30,229,000
on net sales of $31,124,000.  During the years 1997 and
1998 the company incurred significant and critically serious
problems, which continue to date.  Pinnacle continues to incur
significant losses and quarterly sales remain significantly
below historical levels, levels required for profitability.
As of December 26, 1998, the company's liabilities exceeded
its assets by $20,025,000. Its liquidity position continues
to be severely constrained.  As of December 26, 1998, the
company's working capital deficiency was $20,215,000.


PIZZA PIT: Madison, Wis. Pizza Chain Files Chapter 11
-----------------------------------------------------
Pizza Pit has filed for financial reorganization under Chapter 11
of the U.S. Bankruptcy Code, which will allow the company to
continue operating while the court sorts out its financial
affairs.

Documents in U.S. Bankruptcy Court in Madison show that Pizza Pit
has liabilities of $ 855,065, but assets of only $ 451,000.
Company president Terry Voice said he hoped to have a plan to
present to the court within 120 days and vowed that Pizza Pit
would stay in business.

"We definitely have our work cut out for us," Voice said. "We've
had challenges before and conquered them. We're sure we'll do
fine this time as well."

The chain has about two dozen stores in the Madison area.

No stores have closed, but Voice said the company likely will
consolidate some operations.

Pizza Pit's Ace Pizza franchise filed for bankruptcy last
December in U.S. Western District Court in La Crosse, and has
closed its Eau Claire stores to focus on the ones in La Crosse,
Voice said. Pizza Pit Ltd. is one of the oldest pizza chains in
Madison, Wis.

Thirty franchised outlets in Wisconsin and Iowa are not affected
by the filing, as they are part of a separate company, Pizza Pit
Investment Enterprises. The company cited a short-term cash flow
problem related to a payment due on a bank loan to M&I Bank.


PRESTON TRUCKING: Final Pay Checks Bouncing
-------------------------------------------
Officials at the International Brotherhood of Teamsters Local 375
said a number of members have called this week to complain about
Preston checks being turned back at local banks. The paychecks
cover the final days of work before the Maryland-based company
closed July 26.

The company filed for Chapter 11 bankruptcy protection July 30.

About 50 employees who worked at the Preston terminal on Military
Road in the Town of Tonawanda lost their jobs when the company
ceased operations. Preston employees in other cities have also
had trouble at the bank.  In Philadelphia, drivers parked more
than a dozen loaded tractor trailers near the company yard in
protest after their paychecks bounced.

A spokeswoman for the company in Preston, Md., said additional
money has been allocated for payroll and all the checks should
now clear.  The company has been making final shipments and doing
clean up work at terminals this week. The Tonawanda facility will
be shut down by the end of today.  Some local workers who put in
hours this week are not confident they will get paid.

Preston was the sixth-largest U.S. regional carrier among
less-than-truckload companies, which take freight from a number
of customers to create a full truckload.


RECYCLING INDUSTRIES: Lindner Reports No Stock Holdings
-------------------------------------------------------
Lindner Asset Management, Inc. (formerly Ryback Management
Corporation) has reported to the Securities & Exchange Commission
that it no longer holds any stock in Recycling Industries Inc.


ROOM PLUS: Debtor Seeks Extension of Exclusivity
------------------------------------------------
The debtor, Room Plus, Inc. seeks an order increasing the
debtor's exclusive periods within which to file a plan of
reorganization and solicit acceptances thereof;

The debtor seeks to increase the exclusive period within which it
may file a plan of reorganization for a period of ninety days, to
and including November 22, 1999 and the period within which it
may obtain acceptances thereof also for a period of ninety days
to and including January 21, 2000.

Since the filing date, the debtor has obtained the use of David
Belford's cash collateral and received post-petition financing
from Belford.  The debtor requests the additional time so that it
may continue to expand its manufacturing capabilities and sales
effort and its negotiations with David Belford thereby generating
funds from which it will fund a confirmable plan and pay
creditors.


SCOOP INC: Obtains Approval of Disclosure Statement
---------------------------------------------------
On August 4, 1999, Scoop, Inc., a Delaware corporation
("Scoop"), (OTC:SCPI), was successful in obtaining the Bankruptcy
Court's approval of its Second Amended Disclosure Statement in
Support of Plan of Reorganization.  The Bankruptcy Court has set
a hearing on the confirmation of the Debtor's Second Amended Plan
of Reorganization ("Plan") for September 30, 1999.  The Plan, if
confirmed in its current form, provides for a distribution
to Scoop's general unsecured creditors of approximately 95% of
their estimated allowed claims and contemplates a business
combination between Scoop and InfiniCom AB (publ) ("InfiniCom"),
a holding company formed under the laws of Sweden. InfiniCom will
acquire a 91% interest in Scoop in exchange for InfiniCom's
transfer to Scoop of 100% of the stock in 24STORE.com Limited
("24STORE") and a cash consideration. U.K.-based 24STORE is a
leader among European e-commerce businesses.  Scoop, Inc. is
represented in its Chapter 11 case by Robert E. Opera and Hamid
R. Rafatjoo of the Irvine-based law firm of Lobel, Opera &
Friedman LLP (www.lobelopera.com). Scoop, Inc.'s corporate and
securities counsel are William J. Cernius and Scott Shean of the
Costa Mesa office of Latham & Watkins. The Official Committee of
Creditors Holding Unsecured Claims is represented by Ira D.
Kharasch of the Los Angeles office of Pachulski, Stang, Ziehl &
Young LLP. InfiniCom AB is represented by Brian L. Holman, Neil
W. Rust, and Daniel H. Peters of the Los Angeles office of White
& Case LLP.


SERVICE MERCHANDISE: Over $80 Million Raised From Asset Sales
-------------------------------------------------------------
The Debtors determined to close approximately 1/3 of their Stores
prior to the Petition Date.  DJM Asset Management delivered its
appraisal of those 102 Properties to the Debtors.  Keen
Realty and Trammel Crow, in turn, launched an aggressive
marketing campaign to help the Debtors realize value for those
fee-owned and leased properties.  

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

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

Off to court the Debtors and the Successful Bidders raced,
seeking Judge Paine's ratification of the auction process and
authority for the Debtors to accept those bids as the highest and
best.  

Without reservation, Judge Paine ratified the auction process and
granted the Debtors the authority necessary to accept and be
bound to the Successful Bids.  

Judge Paine made it clear that the Debtors will still have to
make their case, deal-by-deal, for authority to assume and assign
their Leasehold Interests to the Successful Bidders.  No ruling
by the Court this stage constitutes a finding that any Successful
Bidder is a qualified assignee of a Leasehold Interest.  Separate
Motions, on appropriate notice the affected Landlord, will be
required to be filed.  Each Landlord will have the opportunity to
debate (i) the eligibility of a prospective assignee and (ii) the
appropriate cure amount to be paid in connection with the
assumption of a Lease.  

With respect to the Fee-Owned Properties, Judge Paine found that
the Debtors have obtained the highest and best prices for those
properties and, accordingly, the sale of those properties is
approved pursuant to 11 U.S.C. Sec. 363(b) and the Debtors are
granted broad authority to proceed to closing.  

The $80.2 million raised from these asset sales will be used,
first, to discharge all pre-petition liens encumbering the
applicable Properties and, second, to reduce the Debtors'
obligations for post-petition borrowings under the DIP Financing
Facility.  (SERVICE MERCHANDISE BANKRUPTCY NEWS Issue 8;
Bankruptcy Creditors' Services, Inc.)


SERVICE MERCHANDISE: RTV Program Approved By Court
--------------------------------------------------
Pursuant to 11 U.S.C. Sec. 546(g)*, the Debtors sought and
obtained Judge Paine's authority to implement a Vendor Return
Program under which the Debtors may return goods shipped prior to
the Petition Date and Vendors may apply credit for the returned
goods against their pre-petition claims against the Debtors'
estates.  

Merchandise returns under RTV Program are capped at $30,000,000
based on invoiced cost.  Further, Vendors accepting returns of
pre-petition goods in exchange for reduction of pre-petition
claims are required to extend post-petition credit (the terms
being acceptable to the Debtors) to Service Merchandise.

The RTV Program is entirely voluntary on the part of Vendors.  
Nothing, Judge Paine made clear, compels a vendor to accept
otherwise non-returnable goods for credit.  Pursuant to 11 U.S.C.
Sec. 546(g)*, the Debtors sought and obtained Judge
Paine's authority to implement a Vendor Return Program under
which the Debtors may return goods shipped prior to the Petition
Date and Vendors may apply credit for the returned goods against
their pre-petition claims against the Debtors' estates.  

Merchandise returns under RTV Program are capped at $30,000,000
based on invoiced cost.  Further, Vendors accepting returns of
pre-petition goods in exchange for reduction of pre-petition
claims are required to extend post-petition credit (the terms
being acceptable to the Debtors) to Service Merchandise.

The RTV Program is entirely voluntary on the part of Vendors.  
Nothing, Judge Paine made clear, compels a vendor to accept
otherwise non-returnable goods for credit.  (SERVICE MERCHANDISE
BANKRUPTCY NEWS Issue 8; Bankruptcy Creditors' Services, Inc.)


SMITH CORONA: Office Depot In Licensing Agreement With Company
--------------------------------------------------------------
Smith Corona Corporation and Office Depot, Inc. announce they
have signed a licensing agreement for various office products
under the Smith Corona brand name.  The branded products for
Office Depot will be offered independently of other products
marketed by Smith Corona, such as its typewriters, headsets,
and related accessories and supplies.

"This is a very exciting opportunity for our two companies to
participate in a new venture that maximizes each company's
strengths," stated John A.  Bermingham, president and chief
executive officer of Smith Corona.  "Smith Corona will
receive substantial marketing exposure from Office Depot's
planned advertising and support for the new products, some
of which will appear as early as this fall.  We have said
repeatedly that the Smith Corona brand name has value in
the marketplace and we are excited that Office Depot will
utilize the Smith Corona brand name for these products.
With Office Depot's retail stores, Viking catalog business,
and multi-billion-dollar sales capacity behind the Smith
Corona branded products, we have every reason to believe the
products will be highly successful."

"Office Depot is pleased to partner with Smith Corona, one of
the most respected business machine companies in the world, to
offer a variety of top-quality office products to our customers
whether they shop in-store, online or by catalog," said Charles
Tyson, vice president and divisional merchandise manager.
"This is just one more way that Office Depot is taking care
of business by taking care of customers."

Smith Corona Corporation is dedicated to providing information
solutions through new and emerging technology products in
addition to marketing and developing its traditional electronic
typewriters and related accessories and supplies.

Office Depot, Inc. is the world's largest seller of office
products, now with 779 stores throughout the United States,
Canada, France, and Japan.  The company also operates
a national business-to-business delivery network and an
award-winning U.S. public website, which is open for business
24 hours a day, seven days a week.


SPECTRAN: Class Action Suit Attempts To Bar Merger
--------------------------------------------------
Lucent Technologies reports that the waiting period under the
Hart-Scott-Rodino Act relating to its proposed acquisition of
SpecTran Corporation has expired.

On July 21, 1999, Lucent began a $9 per share tender offer for
the common shares of SpecTran Corporation, an industry leader in
designing and manufacturing specialty optical fibers and fiber
optic products. The tender offer is scheduled to expire on August
17, 1999.

On July 29, 1999, the plaintiff in Chase v. Harrison, et al.,
Civil Action No. 17312-NC, filed an Amended Class Action
Complaint in Delaware Chancery Court. In the Amended Complaint,
the plaintiff alleges, among other things, that (1) the proposed
purchase price is inadequate; (2) the company's
Solicitation/Recommendation Statement is misleading and omits
material information in that it fails to disclose (a)
the company's financial results for the second fiscal quarter
ended June 30, 1999, (b) why the company's projected financial
results, as announced by the company on May 28, 1999, did not
warrant that a substantial premium be paid for the company
relative to the existing market price, (c) information concerning
the identity of other bidders for the company and the terms of
any competing bids or expressions of interest, (d) the reasons
for Lazard Freres & Co. LLC's determination that the merger was
"fair", (e)the total amount of benefits that each of the
company's executive officers and directors will realize from the
merger, and (f) the value of the company to the parent and the
benefits the parent will derive from the merger, including the
equivalent amount that the parent would have to spend to build
the manufacturing capacity that it will be buying from the
company and that parent had approved a higher purchase price; and
(3) the board of directors of the company breached its fiduciary
duty to the stockholders of the company to exercise due care,
loyalty and candor. The Amended Complaint further alleges that
the parent aided and abetted the breach of fiduciary duty by the
individual defendant.

Lucent Technologies designs, builds and delivers a wide range of
public and private networks, communications systems and software,
data networking systems, business telephone systems and
microelectronics components. Bell Labs is the research and
development arm for the company.


THREE D DEPARTMENTS: Withdrawal of Disclosure Statement
-------------------------------------------------------
Three D Departments Inc. withdraws its Disclosure Statement and
requests that the hearing on the same be taken off the calendar.


Meetings, Conferences and Seminars
----------------------------------
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.  
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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Information contained herein is obtained from sources
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