TCR_Public/990811.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
     
        Wednesday, August 11, 1999, Vol. 3, No. 154                                              
                           
                    Headlines

AB AIRLINES: Administrator Optimistic To Find Buyer
ALTA GOLD: Temporarily Suspends Mining at Olinghouse
AQUA VIE: Expects To Be Publicly Trading Within The Month
BMJ MEDICAL: Seeks Extension for Filing Proofs of Claim
DANKA BUSINESS SYSTEMS: Sells Facsimile Division

FAVORITE BRANDS: Bar Date To File Proofs of Claim
FORCENERGY: Seeks Authority To Assume Drilling Contract
FORCENERGY: Seeks To Enter Farmout Agreement With Newfield
GSS STEEL: Taps Lazard Freres & Co LLC as Investment Banker
HAMILTON COUNTY MARINA: Fire Adds Fuel To Bankruptcy Woes

HARNISCHFEGER: Taps Winston & Strawn As Special Counsel
HECHINGER: Sale of Certain Real Property Located in Niles, IL
IRIDIUM: Debt Restructuring with Creditors
IRIDIUM: Dim Prospects For Equity Shareholders
KENWIN SHOPS: Court Enters Order Confirming Plan

LAURIAT'S: Buck-A-Book Is Awarded Five Locations
LEATHERMODE: Plan To Emerge With $8 Million From Paragon
MERRY-GO-ROUND: Law Firm Had Ties to Ernst & Young
MUSTANG RANCH: Brothel Take-Over Leaves Prostitutes Unemployed
NATURADE: Court Approves Settlement with Performance Nutrition

NEXTWAVE: Federal Judge Rejects FCC Claim
PARAGON:  Settlement Agreements with P&G and K-C Approved
PITTSBURGH PENGUINS: Lemieux's Group Still Cannot Agree on Arena
RAYTECH: Announces Second Quarter Results
SERVICE MERCHANDISE: Court Finds Sale of BA Pargh Reasonable

SERVICE MERCHANDISE: Seeks More Time To Assume/Reject Leases
SPECTRAN:  Reports Second Quarter/Six Months Results
TELETRAC INC: Court Approves Professionals
TELECTRAC,INC: Seeks Approval of Stipulation and Relief From Stay
THE COSMETIC CENTER: Applies to Retain KPMG Peat Marwick

TOWN & COUNTRY: Final Order Authorizing Cash Collateral Use
WIRELESS ONE: Seeks Order on First Amended Disclosure Statement

                   **********

AB AIRLINES: Administrator Optimistic To Find Buyer
---------------------------------------------------
COMMUTER/REGIONAL AIRLINE NEWS reports on August 9, 1999
Reports that administrators appointed to find a buyer for British
short-haul operator AB Airlines are confident the carrier can be
sold as going concern "within weeks." On Aug. 3, following the
announcement earlier that day of his appointment, Peter Copp of
BDO Stoy Hayward, tapped to handle the sale, told C/R News that
he had already received approaches from "a number of parties" and
that there would be more interest. "I have been inundated with
calls," he said. Financial administration in Britain is roughly
equivalent to U.S. Chapter 11 bankruptcy protection and occurs
"when people can't pay their debts," said Copp. The short-haul
carrier was formed after European liberalization began in 1993.
In the year to November 1998, AB Airlines lost Pounds 10.8
million (US$16.2 million), following a loss of Pounds 2.2 million
(US$3.3 million) over the year.

In 1999 so far, it raised Pounds 5 million (US$7.5 million)
through slot sales and Pounds 500,000 (US$750,000) from a
shareholder's loan, both made without shareholders' approval (C/R
News, July 26, 1999). Floated at Pounds 0.95 (US$1.42) in April
1998, AB stock had appreciated to about Pounds 1.20 (US$1.80)
before decaying. In recent weeks, it had traded consistently
below Pounds 0.20 (US$0.30) before suspension on July 29 at
Pounds 0.13 (US$0.20). A plan to raise Pounds 2.35 million ($3.6
million) through an issue of new shares to pay off loans of about
Pounds 900,000 (US$1.4 million) and to provide working capital
for continued trading was canceled by the underwriter in late
July, forcing the decision to enter administration. AB has paid
non-refundable deposits on six Boeing 737-700s. Scheduled London
Gatwick services to Nice and Shannon continue to be flown with
two British Aerospace One-Elevens. A shareholders' meeting was
scheduled for late last week.


ALTA GOLD: Temporarily Suspends Mining at Olinghouse
----------------------------------------------------
Alta Gold Co. (OTC:ALTAQ) announced on August 9, 1999 that
the company has temporarily suspended mining, crushing and
milling operations at Olinghouse.

The temporary suspension, which involved approximately 75
workers, was necessitated by the company's need to conserve
cash pending a hearing by the U.S. Bankruptcy Court set for
Aug. 31, 1999, on the company's motion to dismiss its Chapter
11 bankruptcy proceeding.

During this temporary suspension, the company will continue to
produce gold from heap-leach processing at both Olinghouse and
Griffon. Pending a favorable hearing by the U.S. Bankruptcy
Court on Aug. 31, 1999, and the successful consummation of a
pending sale of an interest in Olinghouse before the end of
August, the company intends to restart mining, crushing and
milling operations at Olinghouse shortly thereafter.

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.


AQUA VIE: Expects To Be Publicly Trading Within The Month
---------------------------------------------------------
Aqua Vie Beverage Corporation -- formerly (OTC BB:AVBC), as of
8/6/99 (OTC BB:AVBCE) -- was one of hundreds of companies to
whose stock symbol an "E" was appended on 8/6/99.  Aqua Vie
announced today that it expects to be in compliance with a
Securities and Exchange regulations requiring companies to
be fully reporting in order to be publicly traded on the OTC
Bulletin Board. The "E" appended to the stock symbol indicates
that a security will be ineligible for quotation and subject
to removal from the OTC Bulletin Board 30 calendar days from
the date the "E" is appended (60 days if denoted with a plus
sign ("+"), 90 days if denoted with two plus signs ("++")),
unless the National Association of Securities Dealers (NASD)
is notified that the company is current with regard to its
public reporting requirements pursuant to the regulations.

"While the company had hoped to have its filing completed
prior to August 6 (the date on which the "E" was appended
to its stock symbol), circumstances relating to Aqua Vie's
emergence from bankruptcy have complicated the reporting
process.  However, Aqua Vie is preparing documentation and we
intend to be in compliance within the 30-day time frame," said
Thomas Gillespie, president of Aqua Vie Beverage Corporation.


BMJ MEDICAL: Seeks Extension for Filing Proofs of Claim
-------------------------------------------------------
The debtors, BMJ Medical Management, Inc., et al., seek court
authority to extend the deadline for the debtors to file proofs
of claim on behalf of creditors for an additional two months,
through and including October 6, 1999.


DANKA BUSINESS SYSTEMS: Sells Facsimile Division
-------------------------------------------------
Danka Business Systems PLC completed the sale of its facsimile
business, Omnifax to Xerox Corporation for $45 million in
cash. Included in the sale are the EBS and dex Business
Systems divisions of Omnifax.

For the twelve months ended March 31, 1999, Omnifax and its
divisions reported revenue of over $110 million and over
$13 million in operating profit. Omnifax, headquartered in
Austin, Texas, has offices throughout the United States and
over 600 employees.

Danka Business Systems PLC headquartered in London, England
and St. Petersburg, Florida is one of the world's largest
independent suppliers of office imaging equipment and related
services, parts and supplies. Danka provides office products
and services in thirty countries around the world.


FAVORITE BRANDS: Bar Date To File Proofs of Claim
------------------------------------------------- The US
Bankruptcy Court for the District of Delaware entered an
order establishing September 30, 1999 as the last date to file
proofs of claim for the purpose of asserting claims against
the debtors, Favorite Brands International Holding Corp. and
its debtor affiliates.


FORCENERGY: Seeks Authority To Assume Drilling Contract
-------------------------------------------------------
The debtor, Forcenergy, Inc. seeks authority to assume an amended
drilling contract with Pool Company.  Pool asserts that the
debtor is currently in default under the Drilling Contract.
The debtor negotiated a new drilling rate of $16,000 per day,
which reflects a sharing of the savings to the estate from not
paying "mob" and "demob" charges.  The debtor was also able
to negotiate a substantial reduction in standby charges.
In return, the debtor agreed to cure the arrears under
the Drilling Contract by giving Pool a promissory note
in the amount of $3.63 million, payable without interest.
The debtor has considered alternatives to the amended contract
and believes that it is the best agreement available to the
debtor and its bankruptcy estate. If the Drilling Contract were
to be rejected, Pool would asserta a claim of approximately
$7.6 million against the bankruptcy estate, would seek to
enforce its mineral contractor's liens, and would claim
administrative priority for post-petition services under the
Drilling Contract.


FORCENERGY: Seeks To Enter Farmout Agreement With Newfield
----------------------------------------------------------
The debtor, Forcenergy, Inc. seeks court authorization to
enter into a farmout agreement with Newfield Exploration
Company providing for, among other things, Newfield earning
the right to an assignment of Forcenergy's and Forcenergy
Onshore Inc.'s interest in certain oil and gas leases.

Under the terms of the Agreement, Forcenergy and Onshore
will grant to Newfield the right to earn as assignment
of Forcenergy's and Onshore's undivided 41.667% leasehold
interest in certain oil and gas leases in Saint Martin Parish,
Louisiana.


GSS STEEL: Taps Lazard Freres & Co LLC as Investment Banker
-----------------------------------------------------------
The debtor, Gulf States Steel, Inc. of Alabama seeks
authorization to retain Lazard Freres & Co. LLC as investment
banker to the debtor.

The firm will provide the following services:

A review and analysis of the debtor's business, operations
and financial projections, with the results communicated to
the company in writing and/or orally;

Evaluating the debtor's debt capacity in light of its projected
cash flows;

Assisting in the determination of an appropriate capital
structure for the debtor;

Determining a range of values for the debtor on a going
concern basis;

Advising the debtor on tactics and strategies for negotiating
with the holders of the debtor's existing debt obligations;

Rendering financial advice to the debtor and participating
in meetings or negotiations with Lenders in connection with
any restructuring of the debtor's existing debt obligations;

Advising the debtor on the timing, nature and terms of any
new securities, other consideration, or other inducements to
be offered pursuant to any restructuring;

Advising and assisting the debtor in evaluating potential
capital markets transactions, including public or private
debtor or equity offerings by the debtor, and, on behalf of
the debtor, evaluating and contacting potential sources of
capital as the debtor may designate, and assisting the debtor
in negotiating such a financial transaction;

Assisting the debtor in preparing documentation required in
connection with the restructuring of the debtor's existing
debt obligations;

Assisting the debtor in identifying and evaluating candidates
for a potential Business Combination, advising the Company in
connection with negotiations and aiding in the consummation
of a Business Combination, including the undertaking of any
appropriate f8nancial analysis in connection therewith;

Advising and attending meetings of the debtor's Board of
Directors and its respective committees;'

Providing testimony as necessary in any proceeding before the
Bankruptcy Court, and providing general restructuring advice.

The firm will be paid the sum of $100,000 plus a monthly fee of
$100,000 is payable on August 5, 1999 and on the fifth day of
each month thereafter.  In addition, the sum of $250,000 in two
equal payments in recognition of the substantial contribution
provided by Lazard in arranging the DIP facility, a cash fee
based on the Aggregate Consideration, a placement fee or
underwriting spread as a percentage of the gross proceeds
raised in a Financing Transaction, and a cash fee equal to
.75% of Existing Debt Obligations upon the completion of a
successful reorganization less the total amounts actually
paid to Lazard (the first $100,000 and the monthly fees paid).


HAMILTON COUNTY MARINA: Fire Adds Fuel To Bankruptcy Woes
---------------------------------------------------------
A fire Monday at a Hamilton County marina consumed 25 boats,
sinking the craft in Chickamauga Lake and raising concerns
about a possible fuel spill in the thousands of gallons,
investigators said. Damages were expected to be in the
hundreds of thousands of dollars since the fire hit several
massive houseboats.  One was carrying about 600 gallons of
diesel fuel when it sank.

The blaze was under control within 2 hours and crews
immediately set out floating booms to contain any oil.

The sunken boats could hold between 3,000 and 4,000 gallons
of fuel total, but investigators believe the tanks were not
full and the fire burned off some of the oil, Tittle said.

The Environmental Protection Agency was overseeing the
cleanup. Investigators from the Bureau of Alcohol, Tobacco
and Firearms and county detectives were trying to learn how
the fire started.

The marina went into Chapter 11 Bankruptcy last year and
is the subject of an $8 million lawsuit filed by Atlanta
investors who bought into the property, the Chattanooga Times
and Chattanooga Free Press reported last month.

The investors claim an accounting firm failed to report
wrongdoing by the marina's former manager. They said he hid
the fact that the marina was in serious financial trouble.


HARNISCHFEGER: Taps Winston & Strawn As Special Counsel
------------------------------------------------------- Since
1997, Chicago-based Winston & Strawn has served as special
counsel to the Debtors, assisting in the negotiation of
equipment supply and construction contracts.  Consequently,
W&S is uniquely familiar with the Debtors' businesses and
financial affairs.  By this Application, the Debtors ask the
Court for permission to permit W&S, nunc pro tunc to June 7,
1999, to continue:

(a) advising and assisting the Debtors in the formulation,
negotiation and drafting of various documents in connection
with construction, purchase and supply contracts, as well as
various other agreements in connection with Beloit Corporation
and its subsidiaries' operations;

(b) advising and assisting the Debtors concerning the
negotiation, drafting and review of asset purchases/sales,
construction, supply, and other operating agreements; and

(c) attending meetings and communicating with vendors,
purchasers, suppliers and their respective representatives.

Winston & Strawn attorneys present designated to render
substantial services on the Debtors' behalf in these cases,
and their present hourly rates are:

     Lawrence R. Desideri $375 Terrv John Malik $370
     Howard L. Kruse $340 Richard W. Pearse $340 Thomas
     Vega-Byrnes $290 Timothy J. Oxley $235 Nancy Lynn
     Carey $230 Charles A. Lande $185 Ankur Gupta $175
     Elizabeth A. Nemeth $155 Jennifer Ancel Reiter $140

(Harnischfeger Bankruptcy News Issue 7; Bankruptcy Creditors'
Services Inc.)


HECHINGER: Sale of Certain Real Property Located in Niles, IL
-------------------------------------------------------------
The debtors, Hechinger Investment Company of Delaware,
Inc. et al. seek authorization to sell certain real property
located in Niles, Illinois to Costco Wholesale Corporation.
The purchase price is $8.4 million.  Clear business reasons
exist to justify the sale.  The debtors state that the sale
will enhance the debtors' liquidity and increase the prospects
of a successful reorganization.


IRIDIUM: Debt Restructuring with Creditors
------------------------------------------ The Washington
Post reported on August 10, 1999 that Iridium LLC announced
that it is close to reaching an agreement with creditors on
restructuring its finances as crucial deadlines approach.

The global satellite telephone company is discussing a plan to
offer 44 percent of its equity to the holders of $1.45 billion
in public debt; this would require Motorola, the largest
shareholder, to provide another $400 million in cash to the
company. In turn, Motorola would increase its ownership of the
company from 18 percent to 25 percent. An extension granted by

Iridium's bankers will expire tomorrow, and a $90 million
interest payment is due on Sunday as a 30-day grace
period expires. If Iridium cannot reach a restructuring
agreement, bondholders could force the company into bankruptcy
proceedings. Although Iridium has repeatedly said that it does
not plan to file for bankruptcy, investors, including Motorola,
have presented it as an option.  One investor, who asked not to
be named, said that a pre-packaged chapter 11 would allow the
company to restructure quickly and move ahead. (ABI 10-Aug-99


IRIDIUM: Dim Prospects For Equity Shareholders
---------------------------------------------- SATELLITE
NEWS reports on August 9, 1999 that Iridium LLC [IRID],
the first global wireless telecommunications business using
a low-Earth-orbit satellite communications network, faces a
financial crossroads this week that many on Wall Street expect
to lead to a financial restructuring that will give the company
a chance to gain a marketplace footing. Iridium suffered a
blow when The Chase Manhattan Bank sent a July 29 letter to
Motorola Inc. [MOT], Iridium's main backer, that claimed it was
required to pay $300 million under its guarantee of an Iridium
secured credit agreement.  In response, Iridium and Motorola
officials countered that the secured credit facility's payment
guarantee had not been triggered. Savvy Wall Street observers
said Chase Manhattan likely took the action to protect legal
rights it may have to ensure repayment. Motorola also has
guaranteed an additional $50 million in Iridium debt.

An encouraging sign is that officials from Motorola and
investors in Iridium confirmed last week that "strong progress"
is taking place in negotiations to restructure Iridium's
finances to avoid bankruptcy and allow the company to operate
without a crushing debt load. Concessions are needed from all
sides to finalize a deal, but Chase Manhattan, and other banks
that lent money to Iridium, likely will suffer the least due
to their role as senior creditors, Wall Street sources said.
Despite the money center bank's claim, the dispute is not
expected to slow talks with investors, creditors and high-yield
bond owners to complete a restructuring.

Bob Growney, Motorola's president and COO, said during an
analysts' meeting in New York this week that "good progress"
is occurring in the negotiations to restructure Iridium's
finances.  But that does not mean Motorola will bankroll
Iridium's return to financial stability.

Scott Wyman, a Motorola spokesman, confirmed, "We will not
provide additional financial support to Iridium unless there
is substantial support on the part of the other partners with
a financial interest in Iridium."  Michelle Lyle, an Iridium
spokeswoman, said, "Negotiations are complex, as there are
many parties involved that represent many different interests."

Interest of $90 million was due on Iridium's $1.4 billion
in high-yield bonds on July 15, but the company received an
automatic 30-day grace period.  The extension on the interest
payments to bondholders expires Aug. 15.

"Iridium's failure to make that interest payment by Aug. 15,
1999, would result in a default under the indentures relating
to the public high-yield debt, the secured credit agreement
and the guaranteed credit agreement," according to Motorola's
second quarter 10-Q filed Aug. 3.

"These defaults could result in defaults under other
agreements." No one's interests are served by pushing Iridium
into bankruptcy.  With a reduced debt structure, the company
may be able to recover and ultimately turn a profit, one Wall
Street investor said. Indeed, the restructuring negotiations
for Motorola are especially dicey.  One reason is Motorola
is due to receive $3.2 billion from Iridium during the life
of various contracts, primarily to operate and maintain the
global personal communications system, according to Motorola's
latest 10-Q.  Those are among the financial obligations
Iridium cannot meet.  Other covenants several months ago on
its $800 million senior secured credit agreement by failing to
achieve subscriber and revenue targets. Iridium has received
multiple extensions from the banks on interest payments owed
under that pact.

Iridium's new strategy, announced June 21, includes airtime
price reductions of up to 65 percent, a flat per-minute rate
for international calls, and a greater emphasis on creating
a value proposition for industrial customers who have a
defined need for satellite communications.  In addition, the
company's two product manufacturers, Motorola and Kyocera,
have announced significant reductions in the wholesale prices
of their satellite phones and other subscriber equipment.

Any subscriber revenue that can be generated would be most
welcome by Iridium, especially since the company reported
earlier this year that its cash needs for 1999 would total
$1.65 billion.  But not all is bleak. Two highly common
scenarios that force bankruptcies are unlikely to occur with
Iridium, a Wall Street investor said. Secured creditors,
such as banks, have little interest in gaining Iridium's
orbiting collateral.  Iridium's vendors seem willing to make
concessions to give the company "breathing room" rather than
force a bankruptcy, he added.

Properly restructured, Iridium is a "viable business," the
investor said.  Some Wall Street observers believe that a
"prepackaged bankruptcy" could be the most- efficient way to
restructure the company.  In prepackaged bankruptcy, all the
terms of a restructuring are negotiated before the company
files for bankruptcy. That process enables a restructured
company to emerge from Chapter 11 quickly.  The likelihood of
bankruptcy is diminished, but not eliminated, by the shared
goal of all the parties to help Iridium restructure and
become a profitable business, the investor said.  Due to the
shared interest, it is possible that the deadlines of Aug. 11
for paying the banks under the secured credit facility and
Aug. 15 for satisfying obligations to the bondholders could be
missed, without triggering any party to force a bankruptcy,
the investor said.  The situation now is akin to preparing a
tax return as April 15 nears. Motorola's Financial Ties To
Iridium: * Owns 18 percent equity stake in Iridium, which might
be reduced in the restructuring * Holds $157 million in Iridium
bonds * Took a special second-quarter charge of $126 million
to write down Iridium bonds * Faces a post-restructuring
special charge in the third quarter * Has investments and
receivables of $32 million in Iridium gateway companies *
Guarantees up to an additional $350 million of Iridium debt *
Deferred $399 million in payments Iridium owed Motorola to
operate and maintain Iridium's 66-satellite constellation *
Awaits $95 million in additional Iridium payments, apart
from the deferred amount * Retains $762 million in Iridium
inventory, manufacturing equipment and buildings Source:
Motorola's Second Quarter 10-Q Iridium's Bank Facilities Are: *
An $800 million senior secured credit agreement that requires
interest payments Aug.11 * A fully used $750 million senior
credit agreement that is guaranteed by Motorola.  Most of
this facility matures Dec. 31, 2000, while the remainder is
due Dec. 31, 2001.


KENWIN SHOPS: Court Enters Order Confirming Plan
------------------------------------------------
The US Bankruptcy Court for the Southern District of New York
entered an order on July 28, 1999 confirming the debtors'
modified first amended plan of reorganization and substantively
consolidating the debtors' Chapter 11 cases.


LAURIAT'S: Buck-A-Book Is Awarded Five Locations
------------------------------------------------ Boston-based
Buck-A-Book,Inc. has just been awarded five locations
previously run by Lauriat's/Royal Discount Bookstore. The
US Bankruptcy Court approved the assignment of leases on
August 5th. The stores are located in Andover, Arlington,
and Wakefield, MA and Avon and Cheshire, CT. The transition
will take effect by August 15th. Buck-A-Book has invited all
store employees to remain with the new company and will use the
existing fixtures to maintain continuity in the stores' local
communities. Plans are to open the Avon, CT and Wakefield,
MA stores the week of August 15 and the Arlington and Andover,
MA and Cheshire, CT stores by Labor Day.

"We believe Buck-A-Book will be successful in these locations
because our formula is dramatically different," said Bruce
Moyer, founder and CEO of Buck- A-Book, Inc. "Buck-A-Book
is so much more than a bookstore.  It's an adventurous
and friendly shopping experience offering name brand gifts,
toys, greeting cards, music, videos, and software. Of course,
customers at Buck-A- Book will always find a great selection
of brand new books from every major publisher, from Random
House to Simon & Schuster.

"We hope to keep the stores' employees," continued
Moyer. "These are good book sellers, and we are fortunate to
be able to offer them jobs doing what they do best."

Buck-A-Book operates 18 stores in addition to the five just
acquired, including stores that just opened in Burlington,
MA and Vernon, CT. In September, the company will open six
stores in Rhode Island, Connecticut, and Massachusetts. The
company plans on adding 12-18 stores per year for the next
three years as part of their strategic plan.

Buck-A-Book was founded in 1991 and has created a unique
and friendly shopping experience with a product mix of new
books at 50-90 percent off publishers' prices, children's
books and educational toys, gifts including a wide selection
of candles and picture frames, brand-name greeting cards at
steep discounts, and software, videos, and stationery. The
stores are approximately 4,000-5,000 square feet in both
urban and suburban locations.


LEATHERMODE: Plan To Emerge With $8 Million From Paragon
--------------------------------------------------------
With his company poised to emerge from Chapter 11 bankruptcy,
Leathermode CEO Sevan Aslanyan has a new business plan and
an $ 8 million working capital line of credit from Paragon
Capital to help it succeed.

A confirmation hearing for Leathermode's plan of reorganization
is scheduled for September 1. Meanwhile, Paragon, of Needham,
Mass., announced today that it will provide the company with
the financing it needs to pursue that plan.

A seller of high-quality leather goods, Leathermode is
headquartered in Burbank, Calif., and operates 20 stores-15
in California, two in Colorado and one each in Arizona,
Nevada and Illinois. Locations include outlets and stores in
regional malls.

The Paragon financing will be used to purchase inventory,
pay off $ 3.2 million owed to a previous lender and prepare
for new growth. With Aslanyan having become less involved in
the company's hands-on retail operations, Leathermode didn't
realize a profit during the last two years.

"We are highly optimistic," Aslanyan said. "We have a new
management team, and I plan to take a much larger role in
day-to-day retail operations. We'll consult with Paragon
again when we're ready to start our next phase of growth."

Leathermode began looking last year at lenders that might
fuel its comeback.

"We didn't pursue anyone else," Aslanyan said. "I'm
comfortable with Paragon because they understand the retail
world. When you look at their management, you see their retail
backgrounds. They understand what I'm talking about."

Aslanyan became interested in the leather business because
his father owned a leather apparel store. His father asked
Aslanyan to run it with him. Aslanyan eventually took over full
responsibility for the store. In 1988, he founded Leathermode
with his cousin, Garabet Kocoglu, opening the chain's first
store in Montclair, Calif. Aslanyan was drawn to the leather
business by its relative stability. He feels that high-quality,
traditionally-styled leather apparel is not as susceptible
to the ups and downs of retail as the more fashion-driven
types of apparel are.

"We are pleased to help in the repositioning of Leathermode,"
said Stewart Cohen, CEO of Paragon Capital. "Our resources
and expertise are a perfect match for what they are trying to
accomplish. We continue our commitment to providing value-added
resources to the specialty retail segment. Leathermode is
poised to enjoy great success. We are happy to have a part
in their exciting journey."

"We are very optimistic about this company's future," said
Andrew Moser, Paragon President and COO. "Leathermode should
now have the added liquidity it needs to make strides in its
financial performance, procure new goods and take advantage
of opportunities in the marketplace."

Leathermode provides fine leather products. Stores specialize
in coats but also offer handbags, brief cases and luggage. Many
of the goods available at Leathermode are not typically
found in department stores. Most of Leathermode's products
are made of soft lamb leather, and stores offer some private
label goods.


MERRY-GO-ROUND: Law Firm Had Ties to Ernst & Young
-------------------------------------------------- Several
years after Merry-Go-Round Enterprises Inc. finally filed for
bankruptcy protection and ultimately went out of business,
with claims of more than $200 million unpaid, a relationship
between the company's law firm, Swidler & Berlin (now called
Swidler Berlin Shereff Friedman LLP) and Ernst & Young has
come to light, The Wall Street Journal reported. In 1993,
financially troubled Merry-Go-Round, a clothing retailer that
catered to the teen market, sought advice from its law firm;
the attorneys recommended bringing in consultants from Ernst
&Young, but the consultants did not recommend bankruptcy,
and instead conducted studies for months, produced financial
projections and developed a cost-savings proposal. The plan did
not work, and the company's losses escalated while consultants'
fees grew. A bankruptcy trustee subsequently brought in to
liquidate the company filed a suit against Ernst & Young,
alleging fraud, incompetence and misrepresentations to the
bankruptcy court. Last April, just before the trial was to
begin, E&Y settled the case; it would pay $185 million.

During the liquidation proceedings, the trustee found that
E&Y was a major client of Swidler & Berlin, but neither
party disclosed this when Merry-Go- Round filed chapter 11
in January 1994. E&Y also failed to disclose that it had
a business relationship with the landlord of some of the
Merry-Go-Round stores that likely would have been closed
early in the process. E&Y did not admit any wrongdoing in
the settlement and said that "other parties bear substantial
responsibility." (ABI 10-Aug-99)


MUSTANG RANCH: Brothel Take-Over Leaves Prostitutes Unemployed
--------------------------------------------------------------
After more than two decades of trying to padlock the infamous
Mustang Ranch, the government took over the brothel Monday
in an almost anticlimactic surrender of keys to federal agents.

Amid a crush of media and curious onlookers, the employees --
custodians, cashiers and prostitutes -- left the pink stucco
ranch throughout the day with boxes and suitcases. Some of
the working girls drove off in Cadillacs and BMWs.

After working as a prostitute at the Mustang for five months,
a woman who only identified herself as Dawn said she was
considering a job offer at the Kit Kat Ranch east of Carson
City.

"I don't see why it closed. It's not necessary. It's
ridiculous," she said, holding a vase of roses and carnations.

The property -- 104 rooms on a 440-acre ranch just east of
Reno -- was handed over at 5 p.m., but the corporation that
owns the brothel ceased business at 10:30 a.m. after the last
bank deposit, said U.S. Customs Agent Ron Meseberg.

He wouldn't say how much business the brothel did over the
weekend, but added, "They did quite well in the last week."

Prostitution is legal in 12 of Nevada's 17 counties, including
Storey County where the Mustang Ranch opened 32 years ago.

But the government has long contended that the brothel's
original owner paid off local officials and skirted
taxes. Guilty verdicts against the brothel's parent companies
and manager in a federal fraud and racketeering trial last
month ended the government's crusade to shut it down.

James Collie, chief Internal Revenue Service investigator for
the southwestern United States, said the government intended
to shut the Mustang Ranch down and leave it shut down until
a court determines if there are valid claims against the
property.

"There is no intention of the government to operate it as a
brothel," he said.

The court-ordered closure would be the second time the
government has taken over the Mustang Ranch.

The government first shut it down in 1990 after owner Joe
Conforte declared bankruptcy, then auctioned the ranch off
to recover some of the $13 million in back taxes the IRS said
Conforte owed.

Victory Perry, the only bidder, bought it for $1.49 million on
behalf of Mustang Properties Inc., and the bordello reopened
in 1992.

Conforte was on the lam from tax authorities at the time.

The government contends that Mustang Properties was simply
a paper company set up by Conforte to continue profiting
from the Mustang Ranch. Perry's brother, Conforte lawyer
Peter Perry, was a key witness in the trial that resulted in
Monday's closure.

At the trial, prosecutors alleged that the ranch's parent
companies, A.G.E.  Corp. and A.G.E. Enterprises, which took
over the ranch from Mustang Properties, and former Storey
County Commissioner and Mustang manager Shirley Colletti
conspired to conceal the fact that Conforte continued to own
the $5 million-a- year brothel illegally. Both companies and
Colletti were convicted of fraud and racketeering.

Testimony at the trial alleged that Conforte remained on
retainer with the Mustang management as a $10,000-a-month
consultant and that 10 times that amount was siphoned from
the brothel to South America, where Conforte is believed to
be living.


NATURADE: Court Approves Settlement with Performance Nutrition
--------------------------------------------------------------
Naturade Inc. reported on August 9, 1999 that the Bankruptcy
Court for the Northern District of Texas has approved its
previously announced settlement agreement with Performance
Nutrition Inc. for between $1,774,000 and $2 million, which
is a reduction from the original judgment of $2,774,000. It is
expected that the parties will consummate the agreement before
the end of the month. Two years ago Performance Nutrition
filed chapter 11 in Dallas and filed a motion to sell its
assets to Naturade. (ABI 10-Aug-99)


NEXTWAVE: Federal Judge Rejects FCC Claim
-----------------------------------------
According to the Mobile Communications Report, August 9, 1999,
Monday Bankrupt C-block bidder won some relief when 2nd court
ruled against FCC, saying C-block licenses were overvalued in
Commission's auction and reduced company's debt to less than
quarter of amount it committed to in auction.  U.S. Dist. Court
in White Plains, N.Y., dismissed FCC claims that bankruptcy judge
shouldn't have cut value of NextWave's PCS licenses by 75%.
Judge Charles Brieant said July 27 that U.S.  Bankruptcy
Court, also in Southern Dist. of N.Y., properly decided that
NextWave, biggest C-block bidder that now is in bankruptcy
reorganization, could use "avoidance remedy" to reduce its
obligation to $1.02 billion from $4.74 billion it committed
to in high bids on 63 licenses.  FCC said high-bid total
should have been used to value obligation.  Brieant acted on
FCC's appeal of series of decisions by Bankruptcy Court Judge
Adlai Hardin earlier this year.  NextWave sought Chapter 11
bankruptcy protection in June last year.  FCC Gen. Counsel
Christopher Wright said agency is reviewing decision and
hasn't determined "appropriate course of action to take."
NextWave had challenged Commission's right to recover
"fraudulently incurred obligation," referring to bid price
that NextWave offered in 1996 auction.  NextWave argued that
bid was inflated, and thus "fraudulently incurred," and said
that fact became evident when much lower prices were offered
in later D-, E-, and F-block auction. Lower valuation
sought by NextWave and approved by bankruptcy judge was
based on bids in follow-up auction.  Brieant also rejected
FCC argument that Bankruptcy Court and U.S. Dist. Court don't
have jurisdiction to review Commission's actions.  FCC said
only U.S. Appeals Courts can review its regulatory actions.
Bankruptcy Court said this case is different because FCC is
acting as creditor not regulator, and Brieant agreed, saying:
"The regulations outlining the steps to be taken by the FCC
in the event of a default in payment of the installment notes
are provisions of a contract between creditor and debtor. As
such, they are subject to revision and adjustment pursuant to
the Bankruptcy Code... Congress could have exempted but did
not exempt the FCC from the Bankruptcy Code." Brieant also
rejected FCC claim that Bankruptcy Court failed to weigh damage
that results if courts allow spectrum licensees "to avoid
critical provisions of their regulatory agreement with the FCC
by declaring bankruptcy."  He said allowing NextWave to keep
its licenses "promotes rapid deployment of technology without
the delay of re-auction and development of a new network by
another company."  He pointed out that Congress made clear
that "maximizing revenue" shouldn't be FCC's objective.
Based on lower value of spectrum in later PCS auctions,
"the FCC is recovering more than the value of the spectrum
and should not now be trying to maximize revenue by trying
to recover the winning bid," he said. Brieant disputed
FCC's contention that NextWave decision would undermine
auction process by encouraging companies to bid high and then
seek bankruptcy protection.  "Bankruptcy is bad business,"
judge said.  C-block auction was "disaster" for all bidders,
he said, with winning bidders either in bankruptcy or paying
"outrageously inflated prices" for spectrum.  "Those who
bid but did not win are lucky, not hurt," Brieant said.
NextWave already has made down payment of $474 million so
its final obligation is $548.8 million, judge said.


PARAGON: Settlement Agreements with P&G and K-C Approved
---------------------------------------------------------
Paragon Trade Brands, Inc. (OTC Bulletin Board: PGNFQ)
announced that the Bankruptcy Court for the Northern District
of Georgia has approved Paragon's settlement agreements
with The Procter & Gamble Company (NYSE: PG) (P&G) and
Kimberly-Clark Corporation (NYSE: KMB) (K-C). The approval of
the two agreements will assist the Company in moving forward
with the formulation and filing of a stand-alone plan of
reorganization that embodies the terms of the settlements. At
the same time, Paragon expects to pursue the auction process
approved by the Bankruptcy Court in connection with a proposed
investment by Wellspring Capital Management LLC to acquire
Paragon as part of a plan of reorganization. Pursuant to the
Bankruptcy Court's order, competing bids to the Wellspring
proposal are due no later than August 30, 1999 and an auction
is scheduled to take place on September 2, 1999.

Announcing its results for the quarter ended June 27, 1999,
Paragon reported a loss of $8.4 million, or $.70 per share,
compared to net earnings of $3.4 million, or $.28 per share
for the second quarter of 1998. Net sales for the quarter
were $117.8 million, compared to $127.0 million for the
second quarter of 1998. Earnings before interest, taxes,
depreciation and amortization and bankruptcy costs (EBITDA)
for the second quarter totaled $3.4 million.

For the six months ended June 27, 1999, the Company reported
a loss of $15.6 million or $1.31 per share, compared to net
earnings of $9.4 million or $.79 per share, for the same
period last year. Net sales for the six months were $244.1
million, compared to $265.3 million for the same period last
year. EBITDA for the six months ended June 27, 1999 totaled
$6.2 million.

The Company believes that the decrease in sales was due to a
number of factors, including increased consumer preference
for premium priced products in a strong overall economy,
increased consumer preference for the mechanical closure
system offered by one of the national brand competitors and
increased pricing and promotional pressures by all of the
Company's competitors. While the Company has been developing
products to compete effectively with these trends, the startup
and rollout have taken longer and cost more than expected. In
addition, operating results were impacted by higher unit fixed
costs resulting from lower volume, by royalty payments to P&G
and K-C under the terms of the respective license agreements,
and by expenses associated with the closing of the Company's
manufacturing facility in Brampton, Ontario.  Selling, General
and Administrative (SG&A) expense was negatively impacted by
increased promotional, information technology and sales and
marketing expenses. In addition, depreciation and amortization
charges included in SG&A increased over the same period last
year as a result of the installation by the Company in November
1998 of the SAP R-3 enterprise resource planning system.

In early July 1999, the Bankruptcy Court approved modifications
to the terms of the Company's $75 million debtor-in-possession
credit facility with the Chase Manhattan Bank extending the
facility's maturity date to March 26, 2000.

Commenting on the second quarter results, Chief Executive
Officer, Bobby Abraham, said, "The second quarter results were
weaker than we anticipated due to lower volume from delayed
new product rollouts, higher costs related to new products,
startup inefficiencies and royalties payable to P&G and
K-C. Despite these factors, we have not had to draw on our
$75 million credit facility with the Chase Manhattan Bank."

Mr. Abraham added, "We believe that a number of initiatives the
Company has in place, including our rollout of a new mechanical
closure system and Destination Store Brand programs scheduled
to launch in the second half of the year, will help us grow
sales volume during the second half of 1999. In addition,
the Bankruptcy Court's approval of the settlement agreements,
which will assist the Company in moving forward with a plan
for emergence from Chapter 11, should also have a positive
impact on our ability to attract new customers."

Paragon Trade Brands' stock, which has been delisted by the
New York Stock Exchange and now trades over the counter,
closed unchanged Monday at 62 1/2 cents. The stock is down
71 percent since the beginning of the year, and is well off
its 52-week high of $ 6.50, set Jan. 27.


PITTSBURGH PENGUINS: Lemieux's Group Still Cannot Agree on Arena
----------------------------------------------------------------
Mario Lemieux's group of investors seeking to buy the
Pittsburgh Penguins still has not reached an agreement on
concessions that would release the team from paying millions
owed to the city and county for improvements to the Civic
Arena, the Associated Press reported. Lemieux last week
received his second extension from the bankruptcy court on
finalizing the deal. Allegheny County Commissioner Bob Cranmer
has objected to some of the concessions and is reluctant to
agree to using taxpayers' money to pay the debt. The team
amassed about $120 million in debt when Howard Baldwin and
Roger Marino, the team's owners, took over; Baldwin took
over in 1991, and Marino became a co-owner six years later. A
spokesperson for Lemieux's group said the group is confident
an agreement will be reached and that the sale may be able
to close as early as next week. (ABI 10-Aug-99)


RAYTECH: Announces Second Quarter Results
-----------------------------------------
Aug. 9, 1999--Raytech Corporation (NYSE: RAY) today announced net
income for the thirteen-week period ended July 4, 1999 of $ 5.33
million or $ 1.56 per basic share as compared with $ 5.98 million
or $1.75 per basic share for the corresponding period in 1998.
For the twenty-six-week period, net income amounted to $ 9.83
million or $ 2.87 per basic share compared with net income of
$ 10.14 million or $ 3.00 per basic share for the same period
in 1998. The results reflect higher pretax income for both the
thirteen- and twenty-six-week periods of $ 7.8 million for the
thirteen-week period and $ 15.4 million for the twenty-six-week
period as compared to $ 7.7 million and $ 15.0 million in
1998, respectively. The improved pretax income was offset by
higher taxes and a larger minority interest in earnings of a
subsidiary, the combination of which served to reduce basic
earnings per share and diluted earnings per share by $ .23.

Net Sales Up 3.5% for Quarter, Up 5.3% Year-to-Date Worldwide
net sales rose 3.5 percent for the thirteen-week period
ended July 4, 1999 to $ 65.8 million as compared to $ 63.6
for the same period in the prior year. Net sales for the 26-
week period ended July 4, 1999 of $ 133.2 million reflects an
increase of 5.3 percent over reported sales of $ 126.5 million
in the corresponding period for 1998. Increased sales were
driven by new products and new markets in the Aftermarket
segment and the Wet Friction segments, specifically the
automotive original equipment market. The new products
accounted for in excess of 60 percent of the increase in sales.

"In one of the most intensely competitive markets for auto
suppliers in recent history, our operations continued the
growth momentum from 1998, posting a 5.3% sales increase
over last year. The introduction of new products and our
intense focus on producing quality products have been
the driving forces in our sales growth," said Raytech
President and Chief Executive Officer Albert A. Canosa.
The increase in Aftermarket sales resulted from increased
sales in the basic product offerings and new sales of dry
friction products in North America. Sales in the segment
increased $ 4.6 million or 16 percent over the same period
in 1998.  Wet friction sales increased $ 3.2 million or 4
percent over the same period in 1998. Sales of new products
to New Venture Gear in support of the Jeep Grand Cherokee
represented a significant portion of the increased sales
year-over-year.  Overall, sales to the automotive original
equipment market increased $ 8.9 million. The sales growth
was reduced by declines in sales of agricultural products
and other heavy duty products do primarily to the impact of
low commodity prices for farm products, causing a reduction
in farm income.  The Dry Friction segment reported sales $
1.1 million lower than the same period in the prior year. The
sluggish European economy accounts for substantially all of the
sales decrease.  The Company has been under the protection of
the U.S. Bankruptcy Court relating to asbestos personal injury
and environmental liabilities since March 1989. The ultimate
liability of the Company with respect to asbestos-related,
environmental or other claims cannot presently be determined.
Raytech Corporation is headquartered in Shelton, Connecticut,
with operations serving world markets for energy absorption
and power transmission products, as well as custom-engineered
components.


SERVICE MERCHANDISE: Court Finds Sale of BA Pargh Reasonable
------------------------------------------------------------
In 1978, Service Merchandise purchased B.A. Pargh Company, Inc.,
an office machine wholesaler and office supply distributor.
B.A. Pargh distributes catalogs to resellers and small
businesses.  For the Fiscal Year ending January 3, 1999,
B.A. Pargh generated $1.1 million in earnings on $60.5 million
in sales.

Because B.A. Pargh offers no synergy with Service
Merchandise's jewelry, gift and home decor retailing
operations, the Debtors determined that it would be best to
divest itself of B.A. Pargh's assets. Through Deloitte &
Touche, the Debtors shopped the chain to logical purchasers.
That process identified 58 strategic buyers, 196 financial
buyers; attracted 30 tire-kickers that translated into 3
competing bidders; and culminated in an agreement to sell
substantially all of B.A. Pargh's assets to BAPCO, LLC, an
entity formed by Bernard A. Pargh, B.A. Pargh's founder and
currently serving as B.A. Pargh's President.

The Debtors make it clear to the Court that Mr. Pargh had
no opportunity to negotiate with competitive bidders or
influence the Debtors' management in making their decision
about what constituted the highest and best offer for B.A.
Pargh's assets.

BAPCO offers:

(a) 55% of the face amount of all Trade Accounts
Receivable;

(b) 55% of the book value of all Inventory; and

(c) assumption of all pre-petition and post-petition
liabilities incurred by B.A. Pargh.

The Debtors estimate the value of BAPCO's offer to be
$6,700,000.

Additionally, Mr. Pargh will grant the Debtors a broad release
of any and all claims he may hold against their Estates.

For 6 months following the closing of the sale, BAPCO will be
permitted to use B.A. Pargh's warehouse and office rent free.
Thereafter, BAPCO will pay $12,500 per month for Warehouse
Rent until April 1, 2000, and $7,000 per month for Office
Rent up to December 31, 2000. Through April 1, 2000, the
Debtors and BAPCO will share warehouse employees, with BAPCO
reimbursing the Debtors for actual labor costs.

Given the evidentiary record established in this matter, Judge
Paine found that the sale of these assets was a reasonable
exercise of the Debtors' business judgment and the BAPCO
offer represents the highest and best price for the assets.
Accordingly, Judge Paine Granted the Debtors' Motion in
all respects. (SERVICE MERCHANDISE BANKRUPTCY NEWS Issue 8;
Bankruptcy Creditors Services Inc.)


SERVICE MERCHANDISE: Seeks More Time To Assume/Reject Leases
------------------------------------------------------------
The debtor is seeking additional time to assume or reject
outstanding leases of nonresidential property.  According to
Judge Paine, "There is considerable value in the Unexpired
Leases for both the Go-Forward Stores . . . and the Closing
Stores . . . that needs to be maximized for the benefit of
the Debtors in order to reorganize."

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

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

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

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

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

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

These extensions, Judge Paine made clear, are without prejudice
to the right of any Landlord to move the court to reduce
the extension.  (SERVICE MERCHANDISE BANKRUPTCY NEWS Issue 8;
Bankruptcy Creditors Services Inc.)



SPECTRAN: Reports Second Quarter/Six Months Results
----------------------------------------------------
SpecTran Corporation, which develops, manufactures and markets
glass optical fibers and value-added fiber optic products, in
reporting results for the second quarter and six months
ended June 30, 1999, showed second quarter revenues of
$22,587,000, up 38 percent from revenues of $16,358,000 for
the same period a year ago. Operating income was $1,763,000,
up from the operating loss of $2,371,000 incurred during
the same period in 1998.  The 1998 operating loss included
one-time charges, including inventory write- downs at SpecTran
Specialty. In the second quarter of 1999, due primarily to tax
losses associated with the sale of its interest in General
Photonics, the company's joint venture with General Cable,
SpecTran incurred a net loss of $621,000, compared with a
net loss of $1,383,000 for the same period a year ago.

For the first six months of 1999, SpecTran incurred a net
loss of $389,000 compared with a net loss of $518,000 for the
first half of 1998.  Revenues for the first half of 1999 were
$42,966,000, up 36 percent from the $31,471,000 achieved in
the same period in 1998.

Commenting on the company's results, SpecTran chairman and
CEO, Charles B.  Harrison, said, "During the second quarter,
SpecTran sold its interest in General Photonics, SpecTran's
joint venture with General Cable Corporation, to BICC General
Cable, Inc. for $2,367,200. As part of the transaction,
General Photonics repaid a loan to SpecTran for $325,000 and
BICC General Cable purchased approximately 30,000 kilometers
of optical fiber from SpecTran's CFT subsidiary. The sale
resulted in an after-tax book loss of $237,000 on SpecTran's
interest in the joint venture and a one-time tax liability
of $1,099,000, both of which adversely affect this quarter's
and the first half's results. Other income, as compared to
last year, was adversely affected by the elimination of the
Corning supply contract settlement at the end of 1998, coupled
with the increased interest expense in 1999 associated with
servicing our debt.

"On July 15, 1999 SpecTran announced it entered into an
Agreement of Merger with Lucent Technologies for $64 million
or $9 a share, plus the assumption by Lucent of $35 million
of SpecTran's debt, in an all-cash tender offer. Tender
offer letters were mailed to SpecTran's shareholders of
record on July 21, 1999 and are valid until August 17, 1999,
unless extended. It is expected that the transaction will
be completed by the end of the quarter ending September 30,
1999. SpecTran's board of directors unanimously approved the
tender offer and the merger and determined that the terms
of the tender offer and the merger are fair to and in the
best interests of SpecTran's stockholders and unanimously
recommends that all SpecTran stockholders accept the tender
offer and tender their shares to the purchaser pursuant to
the terms of the tender offer," Harrison concluded.

For global communications markets, SpecTran manufactures
standard fiber and cable as well as special performance
fiber and cable. The company's application specific optical
fiber and cable products also serve industrial, aerospace
and medical markets worldwide.


TELETRAC INC: Court Approves Professionals
------------------------------------------
The US Bankruptcy Court for the District of Delaware entered an
order authorizing the employment and retention of Arthur Andersen
LLP as auditor for the debtor, Teletrac, Inc.

By separate order the court authorized the employment and
retention of PricewaterhouseCoopers LLP as financial advisor
for the debtor.


TELECTRAC,INC: Seeks Approval of Stipulation and Relief From Stay
-----------------------------------------------------------------
The debtor, Teletrac, Inc. and Norwest Bank Minnesota, NA
as Indenture Trustee for the holders of the debtor's 14%
Senior Notes due 2007 in the original principal amount of
$105 million jointly seek approval of a stipulation and order
granting relief from the stay.  They seek approval of the
stipulation for Norwest to exercise its rights and remedies
as a secured creditor and to realize upon certain collateral
securing the obligations of the debtor to the note holders.


THE COSMETIC CENTER: Applies to Retain KPMG Peat Marwick
--------------------------------------------------------
The debtor, The Cosmetic Center, Inc., seeks authorization
to retain and employ KPMG Peat Marwick, LLP as the debtor's
tax return preparer.  The debtor anticipates that the firm
will prepare Cosmetics' state and federal corporate tax
returns for the tax year ending December 26, 1998.  KPMG will
prepare cosmetics' federal tax return as well as approximately
54 state and city corporate income/franchise tax returns.
The debtor has agreed to pay KPMG compensation in the amount
of $42,000 plus expenses.


TOWN & COUNTRY: Final Order Authorizing Cash Collateral Use
-----------------------------------------------------------
The US Bankruptcy Court for the District of Massachusetts
Eastern Division entered a final order authorizing the use
of cash collateral and approving a stipulation with secured
creditors concerning the use of collateral.


WIRELESS ONE: Seeks Order on First Amended Disclosure Statement
---------------------------------------------------------------
The debtor, Wireless One, Inc. seeks court approval of its
first amended Disclosure Statement.

      **********

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.

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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.

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