TCR_Public/990902.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
     
        Thursday, September 2, 1999, Vol. 3, No. 170                                              
                           
                    Headlines

ADVANCED RADIO TELECOM: $90M Investment In Company Possible
AL TECH: ALTX to Lease a Portion of Al Tech Plant  
ANKER COAL GROUP: $3.2 Million Infusion From Lenders
AUTO WORKS: Hearing on Disclosure Statement
COMMERCIAL FINANCIAL: Verner, Liipfert To Represent Committee

DDJ CAPITAL: Lists Ownership in Companies
DAILEY INT'L: Plan Confirmation on August 20
GENEVA STEEL: Committee Opposes Extending Exclusivity
GULF STATES STEEL: Objection To Committee's Application
HECHINGER: Judge Approves Plan To Stave Off Bankruptcy

HURRICANE HYDROCARBONS: Merger Talks with Kazakh Refinery on Hold
ICO GLOBAL: Trying To Buy Time To Reorganize
LACLEDE STEEL: Ivaco Left With 38% Of Laclede
LOEWEN: Can't Turn Its Back On Non-Compete Agreements
LOEWEN: Monthly Operating Report

NEXTWAVE: Court Delays NextWave's Reorganization Plan
OKURA & CO: Hearing For Approval of Disclosure Statement
PAGE AMERICA: Applies To Retain Ernst & Young
PARAGON TRADE BRANDS: Files Stand Alone Reorganization Plan
PENN TRAFFIC: DDJ Capital Acquires 11% Of Company's Common Stock

PEOPLES CHOICE TV: Bear Stearns Buys Over $6 M In Company Stock
PHILIPPINE AIRLINES: Tan Predicts Quarter Loss
PITTSBURGH PENGUINS: NHL To Vote on Lemieux's Plan
PLAINTREE SYSTEMS: Proposal To Pay Creditors 70%
PRIMARY HEALTH: Orders Extend Exclusivity and Time on Leases

TAL WIRELESS NETWORKS: Loss In July 1999 Exceeds $2.6 Million
THORN APPLE VALLEY: Court Resets Disclosure Statement Hearing   
TRANS WORLD AIRLINES: Revenue Falls Off/Labor Accords Reached
WELLCARE MANAGEMENT: Annual Meeting Announced For September 30
WILLSON: Canada's Last Major Ofice Supply Chain Seeks Protection

                   **********

ADVANCED RADIO TELECOM: $90M Investment In Company Possible
-----------------------------------------------------------
Qwest Communications recently announced an agreement to merge
with U S West with Qwest as the surviving corporation.  A
subsidiary of Qwest has agreed to make a $90 million investment
in Advanced Radio Telecom as part of the pending $251 million
equity investment. Advanced Radio Telecom has also entered into a
strategic relationship with Qwest through private-line,
broadband services, co-location and coordinated marketing
agreements.

Under the terms of the purchase agreement between Advanced Radio
Telecom and the investors, the pending merger will reportedly not
affect the closing of the investment.  All prerequisites for
closing of the investment have been satisfied other than
stockholder approval of the proposals. Stockholders will meet to
consider proposal approval at the annual meeting on September 8,
1999. Customary closing conditions will then be addressed.

Qwest and Advanced Radio Telecom will be subject to restrictions
imposed on Bell operating companies and their affiliates under
the federal communications law.  Qwest and U S West expect the
combined company to work actively to meet the applicable
requirements so that in-region inter-LATA service could be
provided in particular states starting in 2000 or 2001.
Until these restrictions are lifted, Qwest will be prohibited
from providing long distance services to the company's customers
in the U S West region.   In addition, Advanced Radio Telecom may
be required to restructure the manner in which it provides
Internet services to customers and may be subject to limitations
on networks that cross LATA boundaries in the U S West territory.  
However, the company says it does not believe that any of these
restrictions will have any material adverse affect on it.

Under the federal antitrust laws, the Qwest-U S West merger may
not be consummated until the Hart-Scott-Rodino waiting period has
expired. In connection with the merger, it is possible that the
government may require Qwest to take some action with respect to
its investment in Advanced Radio Telecom or its arrangements with
the company.  


AL TECH: ALTX to Lease a Portion of Al Tech Plant  
-------------------------------------------------
ALTX Inc., an American subsidiary of the Spanish steel company
Tubacex, will invest $16.4 million in Al Tech Specialty Steel
Corp. and lease part of the company's former plant in Colonie,
N.Y., according to the Capital District Business Review. The
company will rehire 70 of the 90 employees laid off in 1997, when
Al Tech filed chapter 11. ALTX plans to lease the property
from AL Tech's creditors' committee, which owns the plant, and
hopes to begin operations this month. (ABI 01-Sept-99)


ANKER COAL GROUP: $3.2 Million Infusion From Lenders
----------------------------------------------------
Anker Coal Group, Inc. has been seeking $3 million of short-term
funding for its operations pending completion of a planned
restructuring of its senior notes and infusion of additional
capital.  The company has announced that it has entered into an
amendment to the Foothill loan agreement. Under the amendment,
Foothill and the other lenders have agreed to provide the
company with up to $3.25 million of additional liquidity, $2
million of which must be repaid on or before November 2, 1999.
This supplemental liquidity will provide Anker Coal with
additional time to seek to implement the planned restructuring.
As part of the amendment, the company acknowledged the existence
of certain events of default, including its inability in the
absence of the planned restructuring to certify that it
can pay all of its debts as they come due. Although Foothill and
the other lenders were unwilling to formally waive the defaults,
Anker Coal says it does not believe that they will take any
action on those defaults at this time.

Anker Coal Group, Inc. and its subsidiaries produce and sell coal
used principally for electric generation and steel production in
the eastern United States.


AUTO WORKS: Hearing on Disclosure Statement
-------------------------------------------
The hearing to consider the approval of the disclosure statement
of Auto Works, Inc. shall be held before John C. Ninfo II, US
Bankruptcy Court, Western District of New York, on September 30,
1999 at 9:30 AM, 1550 US Courthouse 100 State St. Rochester, NY
14614.


COMMERCIAL FINANCIAL: Verner, Liipfert To Represent Committee
-------------------------------------------------------------
The US Bankruptcy Court for the Northern District of Oklahoma
entered an order on August 25, 1999 authorizing the Official
Committee of Unsecured Creditors of Commercial Financial
Services, Inc. to employ the firm of Verner, Liipfert, Bernhard,
McPherson and Hand as attorneys to the Committee.


DDJ CAPITAL: Lists Ownership in Companies
-----------------------------------------
DDJ Capital Management, LLC, with stock holdings in excess of
$135 million as of June 30, 1999, was shown to have beneficial
ownership in the following companies:
Company Name           Stock Type      Investment Value
BCE Inc-Cad               COM             $  245,000
Bank Montreal/Que         COM                 549,000
Cadillac FairviewCorp     COM               2,580,000
Checkers Drive-In     WT  EXP                 181,000
Frontier AirlinesInc  New COM              53,166,000
Marvel Enterprises        COM               1,528,000
Mountain Prov MngInc      COM               7,127,000
Nine West Group      SB NT CV              14,256,000
Paragon TradeBrands Inc   COM                 206,000
Premier Technolo-    SB NT CV               9,064,000
S3 Inc               SB NT CV 5.75% 03     12,408,000
Toronto Dominion        COM NEW               684,000
Waste Systems Intl Inc  COM NEW            33,696,000


DAILEY INT'L: Plan Confirmation on August 20
--------------------------------------------
On August 20, 1999, the US Bankruptcy Court for the District of
Delaware entered an order confirming the second amended joint
plan of reorganization of the debtors, Dailey International Inc.
and its affiliates.

The company announced the closing of its acquisition by
Weatherford International, Inc. (NYSE: WFT) under the terms of
its previously announced acquisition agreement with Weatherford.
In addition, it announced that the Second Amended Joint Plan of
Reorganization of Dailey and certain of its subsidiaries, as
confirmed by order of the United States Bankruptcy Court for the
District of Delaware entered on August 20, 1999, became effective
today.

Under the Plan and the acquisition agreement, on the effective
date, (i) all of the outstanding Dailey Senior Notes were
canceled, and the holders thereof will be entitled to receive in
exchange shares of common stock of Weatherford having an
aggregate market value (as provided in the Plan) of $185 million,
at a rate of 18.9534 shares of Weatherford common stock per
$1,000 principal amount of Senior Notes, and (ii) all of the
issued and outstanding shares of Class A and Class B common stock
of Dailey were canceled and the holders thereof will be
entitled to receive in exchange shares of Weatherford common
stock having an aggregate market value (as provided in the Plan)
of $10 million, at a rate of 0.02795 shares of Weatherford common
stock per share of Dailey common stock.  It is anticipated that
instruments for the exchange of Dailey Senior Note and
common stock certificates will be mailed to holders later this
week.

Dailey International Inc. is a leading provider of specialty
drilling equipment and services to the oil and gas industry and
designs, manufactures and rents proprietary downhole tools for
oil and gas drilling and workover applications worldwide.  
Weatherford International, Inc. is one of the world's largest
providers of equipment and services used for the exploration
and production of oil and natural gas.


GENEVA STEEL: Committee Opposes Extending Exclusivity
-----------------------------------------------------
The Official Committee of Unsecured Creditors of Geneva Steel
Company opposes the debtor's motion for an order further
extending exclusivity.  The Committee alleges that insufficient
progress has been made toward a consensual reorganization plan to
justify the 120 days requested.  "The debtor has identified the
reorganization concept it prefers, but it has not yet plugged in
any of the material terms."

The Committee states that it has great confidence in the Geneva
Steel Plant, and less confidence in the company to propose the
best available consensual plan.

The Committee believes that within the next 30-45 days, Geneva
should have a firm grip on what its plan will b e, who will
participate, how much of the company they might take, the amount
of exit financing required, whether further recapitalization will
be required, and the timing of confirmation.  Also, within the
next 30-45 days, the Committee believes that Geneva should know
whether a steel price turnaround has indeed taken hold
sufficiently to make it - bearing in mind both the costs and
opportunities of opening up a second blast furnace - cash-
positive.

The Committee suggests a 60 day extension of exclusivity, with a
status hearing in 30-45 days.


GULF STATES STEEL: Objection To Committee's Application
-------------------------------------------------------
The debtor, Gulf States Steel, Inc. of Alabama, objects to the
application of the Unsecured Creditors' Committee to employ
PricewaterhouseCoopers LLP as its financial advisor in this
Chapter 11 case.

The debtor states that the unsecured creditors are subordinate to
approximately $190 million of secured notes, the holders of which
have a lien on all of the debtor's property, plant and equipment.  
The fair market value of the debtor's assets could be less than
the amount of the secured claims.  Therefore, barring some action
by the unsecured creditors to elevate their priority in this
case, it does not appear the unsecured creditors will be entitled
to a major role in the development of a plan of reorganization.  
"Thus, the employment of a 'Big Five' accounting firm is not
justified."

The debtor believes that the retention of PwC by the Unsecured
Creditors' Committee at this time is extravagant and will result
in an unjustifiable impact on the debtor's cash flow.  The debtor
does not object to the Committee hiring an Alabama accounting
firm at rates prevalent in the area.


HECHINGER: Judge Approves Plan To Stave Off Bankruptcy
------------------------------------------------------
A federal bankruptcy judge has approved Hechinger Co.'s plan to
spend $6.3 million to retain more than 12,000 employees, the
company said. The home improvement chain, which filed for Chapter
11 bankruptcy protection June 11, said the plans covers all
workers, except senior managers, at 117 stores, company
headquarters in Largo and a support services building in Virginia
Beach, Va.

Employees at 89 stores the company is closing are not covered,
said Sean Flynn, a company spokesman. No further layoffs are
planned, he said. A judge in U.S. Bankruptcy Court in Wilmington,
Del., gave verbal approval to the plan Friday.

Under the plan, employees will receive retention bonuses and
sales achievement incentives. "Maintaining our experienced,
quality work force is crucial as we strive to move forward," CEO
Richard J. Lynch said in a statement.


HURRICANE HYDROCARBONS: Merger Talks with Kazakh Refinery on Hold
-----------------------------------------------------------------
Hurricane Hydrocarbons Ltd., its fortunes rising with
Kazakhstan's oil sector, said yesterday it would concentrate
restructuring efforts on a deal with its bondholders, effectively
putting merger talks with a Kazakh refinery on hold.

Calgary-based Hurricane, under creditor protection, said terms of
the proposed merger with the Shymkent refinery, first hammered
out in April with plant owner KazkommertsBank (KKB), would likely
have to be changed in its favour as well.

The company is working toward an equity-for-debt swap with
holders of $178-million (all figures in U.S. dollars) of bonds
while under the Companies' Creditors Arrangement Act. A one-time
market darling that fell on hard times last year, all its oil
output is in Kazakhstan.

'We told the court we were going to confine the CCAA
restructuring plan to just the capital restructuring at this
point,' said Richard Norris, Hurricane chief financial officer.
'If, within the next couple of weeks, there is significant
progress made in the discussions with the refinery, then it's
possible that that transaction could happen at around the same
time.'

He said the refinery merger was no longer the linchpin to
Hurricane's restructuring efforts, although it still made sense
to strike a deal with the plant that processes virtually all of
its oil production.

On Friday, KKB said the merger talks had collapsed and it was
calling a $7-million loan it made to the oil producer.


ICO GLOBAL: Trying To Buy Time To Reorganize
---------------------------------------------
According to a report in Communications Today on August 31, 1999,
ICO Global Communications Ltd.'s voluntary Aug. 27 bankruptcy
petition under Chapter 11 is aimed at buying it time to
reorganize, re-capitalize and complete its financing.
       
"We believe that our actions will be successful and that ICO
will emerge as a very effective competitor," said ICO CEO Richard
Greco.   Investors have confirmed continuing interest in ICO, he
added. Roughly $1.7 billion in financing is needed to complete
development of the $4.7 billion system, he said.
Three ICO subsidiaries also filed Chapter 11 petition.  The
holding company and one of its subsidiaries are incorporated in
Bermuda and the Cayman Islands, respectively. Neither
jurisdiction has an equivalent to Chapter 11.  ICO voluntarily
presented petitions there.
      
Fifteen units of ICO Global Communications in the Americas,
Europe and the Asia-Pacific region are not filing Chapter 11.  
They include the group's principal employer, ICO Services Ltd.,
based in the United Kingdom. ICO wants the court to let it
continue normal operations while it reorganizes. It's asking the
court to let it continue to pay its expenses normally.


LACLEDE STEEL: Ivaco Left With 38% Of Laclede
---------------------------------------------
Ivaco Inc and LCL Holdings I, LLC beneficially own, and have sole
voting and dispositive power over 1,869,157 shares of common
stock of Laclede Steel Company.  The amount of stock held
represents 38% of the outstanding common stock of Laclede.  As a
result of transactions outlined below Ivacan Inc. no longer holds
any stock in Laclede.

On August 3, 1999, Ivacan transferred its entire membership
interest in LCL I, which represents a 100% interest in LCL I, to
Ivaco, by virtue of a wind-up of Ivacan into its parent Ivaco. In
a letter dated August 11, 1999, Ivaco and Ivacan notified Midwest
Holdings and BSC of the transfer of the membership interests of
LCL I to Ivaco and that Ivaco agreed to be bound by
all of the terms and conditions of the purchase agreement.

Resulting from the transactions described, as of August 3, 1999,
Ivaco, which is the sole member of LCL I, has the sole power to
vote or to direct the vote of and dispose of the 1,009,325
Holdings I common shares and the 859,832 Holdings I conversion
shares, for a total of 1,869,157 shares of common stock (assuming
the conversion of all Holdings I preferred shares).

LOEWEN: Can't Turn Its Back On Non-Compete Agreements
-----------------------------------------------------
National Post (formerly The Financial Post) reports on September
1, 1999 that Loewen Group International Inc. cannot simply turn
its back on about 200 non-compete agreements it signed with mom-
and-pop funeral home owners across the United States, a U.S.
Bankruptcy Court judge ruled yesterday in what lawyers called a
victory 'for the little folks.'

But the Canadian funeral industry giant quickly made it clear
that the victory may have dire consequences for another 700
funeral home operators in the United States whose payments it was
not contesting.

The group of slightly fewer than 200 mom-and-pop sellers was
fighting a move by Loewen to assign, or essentially cancel, their
contracts, which provided years of payments as long as they
agreed not to open new funeral homes -- and take business away
from the ones they were selling Loewen.

The sellers argued that money from those deals, typically spread
over 10 to 20 years, was part of the overall price they
negotiated when they sold their businesses.

Lawyers pointed to sections of the non-compete agreements that
stipulated the non-compete payments would continue even if the
client died.

'If my client had died one month after closing the sale, why
would his estate be getting any payment not to compete?' asked
the lawyer for one former owner promised 40 quarterly payments of
$25,000 (US) each. The issue of how these contracts are seen by
the court is key. If Loewen succeeded in having them declared
executory, which means both sides had duties to fulfil, the
former owners may well have found themselves out in the cold for
compensation.

It could be argued that they suffered no damages -- they were
just freed up to compete. But several of the 200 targeted for
cancellation appear to be retired, in frail health or simply too
old to start again. The court was told one died over the weekend.

Peter Walsh, the Bankruptcy Court judge, indicated after hearing
two and one-half hours of submissions that he believes, in many
cases, the non-compete agreements were really 'disguised notes.'
'The covenant not to compete is eyewash,' said the judge. 'It is
a mechanism for deferring compensation.'

Loewen negotiated hundreds such contracts in the United States as
part of a meteoric growth spurt over the past decade that halted
only when the company was forced to restructure $2.3-billion (US)
in debt. It is now in bankruptcy protection in Canada and the
United States.

Judge Walsh said there were too many variables between the
contracts for the court to deal with them in one swoop but added
Loewen could bring them back one by one -- although he suspects
they will be treated as any regular unsecured claims, not
executory contracts.

That is exactly what the former owners were fighting for, said
lawyer David Cook, because now if their non-compete agreements
are cancelled they can make a claim and get what all the other
unsecured creditors get, possibly upwards of 50 cents on the
dollar. 'Notwithstanding the big-business, big-firm mentality it
is good that the little folks can band together and get fair
treatment,' Mr. Cook, representing about 45 former owners, said
after the ruling. 'What this does is ensure that creditors get
the same treatment -- whether they are from Wall Street or from
Main Street U.S.A.'

Loewen said it calls into question whether it should honour non-
compete agreements with all the rest of its funeral home
operators in the United States, where it does the lion's share of
its business. Contract law is different in Canada.

'If the judge is treating these as pre-petition claims then we
are not going to make any further payments' to the 200, said Paul
Harner, one of Loewen's lawyers. 'In fact, we cannot pay them.'

Asked specifically whether if it plans to stop years of payments
to the 700 or so former owners not before the court yesterday,
Mr. Harner said 'there is no limitation to the subject at hand.'

He said he wanted to study the transcript of the ruling further
before making any definite announcement.

But he told the court earlier that Loewen is not blind to the
hardship cancelling the payments would cause. He said the company
is just doing what it should under bankruptcy law to protect all
its creditors.

'The court will hear that this will cause great hardship to
individuals, many of them retired and depending on that income,'
he said. 'Loewen understands that, and is not at all
unsympathetic to the consequences. 'Although hardship is caused
to certain individuals, hardship is caused to everyone in a
Chapter 11 case, and there may also be hardship caused to
individuals who hold pre-petition bonds.'

But even those former owners willing to start over 'can't use the
funeral homes that have been in their family for generations, and
they can't even use the family name, which now belongs to
Loewen,' said lawyer Joseph Grey. 'There is no way these people
can compete.'


LOEWEN: Monthly Operating Report
--------------------------------
For the month ended June 30, 1999, The Loewen Group, Inc. reports
Revenue of $81,800,000 and a Net loss for the period -
($94,102,000)


NEXTWAVE: Court Delays NextWave's Reorganization Plan
-----------------------------------------------------
Yesterday a U.S. appeals court delayed a reorganization plan for
NextWave Telecom Inc., a wireless carrier in chapter 11, in order
to consider objections from federal regulators, Reuters
reported. The plan, which had been scheduled to take effect on
Sept. 8, would enable the company to keep licenses to provide
wireless telephone service in 95 areas nationwide. Under
the plan, NextWave, Hawthorne, N.Y., would pay the Federal
Communications Commission (FCC) $1.1 billion for the licenses,
for which the company successfully bid nearly $5 billion at
auction in 1996. NextWave paid $500 million to the FCC before it
filed for chapter 11 protection last year. In May, a bankruptcy
court reduced the company's debt to the FCC to $1.1 billion,
which meant it had to pay only another $648 million. The FCC has
questioned the bankruptcy court's authority to reduce the debt
obligation, stating that this undermines the FCC's ability to
auction licenses. The U.S. Appeals Court for the Second Circuit
has asked both sides to present written arguments within two
weeks. NextWave said in a statement that the court's order would
accelerate the resolution of its bankruptcy case. Nextel
Communications Inc., Reston, Va., has sought to obtain the
licenses for more than $2 billion, and on Aug. 11, the
company said the FCC and U.S. Department of Justice had reached
an agreement to allow Nextel to acquire the licenses.


OKURA & CO: Hearing For Approval of Disclosure Statement
--------------------------------------------------------
A hearing will be held on September 23, 1999 before the Honorable
Jeffry H. Gallet, US Bankruptcy Court for the Southern District
of New York, One bowling Green, 5th Floor, New York, NY 10004, to
consider and rule upon the adequacy of the information contained
in the proposed Disclosure statement of Okura & Co.(America) Inc.


PAGE AMERICA: Applies To Retain Ernst & Young
---------------------------------------------
Page America Group, Inc. and its debtor affiliates seek an order
authorizing them to employ and retain Ernst & Young LLP as
accountants, auditors and tax advisors.

The billing rates of the firm range from a high of $521 per hour
for partners to $120 per hour for staff.


PARAGON TRADE BRANDS: Files Stand Alone Reorganization Plan
-----------------------------------------------------------
Paragon Trade Brands, Inc. filed a stand alone plan of
reorganization with the United States Bankruptcy Court for the
Northern District of Georgia.  The plan is reportedly supported
by the official committee of unsecured creditors of Paragon.  The
plan provides an alternative to the proposal by Wellspring
Capital Management LLC, a private  investment company, to
acquire Paragon as part of a plan of reorganization. The
Wellspring proposal contemplated that Paragon could
simultaneously prepare and file a stand alone plan of
reorganization.

Paragon's plan provides that its unsecured creditors will receive
a pro rata distribution of notes and new common stock to be
issued by the reorganized Paragon and that current equity will be
canceled.  If current shareholders approve the plan, they will
receive a combination of warrants and a portion of the proceeds,
if any, of claims assigned to a litigation trust. The plan
contains provisions typical of a Chapter 11 plan of this
nature and provides for new bank financing for working capital
for the reorganized Paragon.

The company also announced that it is revising its business plan
to reflect second quarter 1999 results and lowered volume growth
expectations for the future. As a result of Paragon's
reforecasting of its business plan, the plan, as filed, does not
yet specify the amount of value to be distributed.

On August 19, 1999, Wellspring delivered a commitment to proceed
with the Wellspring proposal, but Paragon informed Wellspring
that the commitment was not acceptable.  The parties are
continuing their negotiations with respect to this matter.  
Paragon stated that it remains committed to pursuing a
transaction with Wellspring while continuing to welcome other
bids in accordance with the Bankruptcy Court-approved procedures.

Commenting on the filing of the plan, Chief Executive Officer,
Bobby Abraham, said "The filing of our stand alone plan is an
important step in the process of exiting from Chapter 11. We will
continue to pursue the auction process approved by the Bankruptcy
Court while  simultaneously moving forward with our plan. Our
filing of the plan provides us flexibility to emerge from Chapter
11 whether we do so independently, with Wellspring or with
another entity.  The stand alone plan furthers our
objective to expeditiously emerge from Chapter 11 while
maintaining the ability to maximize the value of Paragon's
estate."

Paragon also reported that the Bankruptcy Court last week granted
a limited stay through August 25, 1999 of Paragon's recently
approved settlement agreement with Kimberly-Clark Corporation
pending a ruling by the District Court on an emergency  motion by
the Equity Committee which seeks an 80-day stay of the K-C
settlement pending an appeal.  The parties agreed to the
District Court's direction that a limited stay remain in place
until September 3, 1999, to allow the District  Court to more
fully consider the Equity Committee's motion.  Paragon  believes
that the granting of the limited stay by the District Court is a
procedural step in the appeal process that does not alter the
substance of the Bankruptcy Court's August 6, 1999 approval of
the  K-C settlement.  The Equity  Committee has also
filed a notice of appeal of the Bankruptcy Court's August 6, 1999
approval of the company's  settlement with The Procter & Gamble
Company. Paragon believes that both the K-C and the P&G
settlements will be upheld on appeal.

Paragon Trade Brands is the leading manufacturer of store brand
infant disposable diapers in the United States and, through its
wholly owned subsidiary, Paragon Trade Brands (Canada) Inc., is
the leading marketer of store brand infant disposable diapers in
Canada. Paragon manufactures a line of premium and economy
diapers, training pants, feminine care and adult incontinence
products, which are distributed throughout the United States and
Canada, primarily through grocery and food stores, mass
merchandisers, warehouse clubs, toy stores and drug
stores that market the products under their own store brand
names. Paragon has also established international joint ventures
in Mexico, Argentina, Brazil and China for the sale of infant
disposable diapers and other absorbent personal care products.


PENN TRAFFIC: DDJ Capital Acquires 11% Of Company's Common Stock
----------------------------------------------------------------
DDJ Capital Management, LLC, acquiring 11.0% of Penn Traffic
Company, holds sole voting and dispositive power over 2,211,280
shares of common stock in the company.  Additionally, B III
Capital Partners, L.P. and DDJ Capital III, LLC beneficially own,
and have sole voting and dispositive power on 1,438,463 shares of
common stock in Penn Traffic.  This amount represents
7.2% of the outstanding common stock in the company. DDJ Capital
Management is general partner and investment manager,
respectively, of B III Capital Partners, L.P. and DDJ Capital
III, LLC.  DDJ is also investment manager to the Fund and the
Account and investment advisor to DDJ Canadian.


PEOPLES CHOICE TV: Bear Stearns Buys Over $6 M In Company Stock
---------------------------------------------------------------
Bear, Stearns & Co. Inc., a subsidiary of The Bear Stearns
Companies Inc., beneficially owns and exercises sole voting and
dispostive power over 509,252, and shared voting and dispositive
power over 140,700 shares of common stock of Peoples Choice TV
Corporation.  The holding represents 5.02% of the outstanding
common stock of People Choice TV.

The aggregate purchase price of the 649,952 shares of common
stock was approximately $6,109,549.  Bear Stearns acquired the
common stock in the ordinary course of its business as a
broker/dealer in connection with its trading and investment
activities.


PHILIPPINE AIRLINES: Tan Predicts Quarter Loss
----------------------------------------------
Philippine Airlines' controlling shareholder, tycoon Lucio Tan,
said Tuesday the carrier will likely swing back to a loss
in the three months ending in September.

After years of losses, the debt-laden airline landed a net profit
of 65.4 million pesos (dlrs 1.6 million) in the quarter which
ended in June.  While the March-May period is traditionally peak
season for air travel in the Philippines, June to September are
traditionally leaner months.  Tan said he expects PAL will book a
small loss in the July-September quarter.  "We will still have a
little loss," he said in an interview with Dow Jones Newswires.

PAL has said its rehabilitation plan helped return it to
profitability. But the carrier, saddled with debts of dlrs 2.2
billion, still faces formidable challenges before it is firmly
back on the recovery path.

In its financial year which ended March 31, PAL posted a net loss
of 10.8 billion pesos (dlrs 272 million) as a result of strikes,
stiff competition from other airlines, and the impact of Asia's
financial crisis.

Tan said the carrier will make a loss in fiscal 2000, but a lower
one than in the previous financial year.  He said the
government's ability to improve PAL's operating environment will
heavily influence its results this year.  The Philippines has
accused several Asian carriers of abusing the country's open-sky
policy and endangering the survival of the already ailing flag
carrier.

PAL has blamed what it calls unfair competition from airlines in
Taiwan, Singapore, Hong Kong and South Korea for much of its
financial problems.  The airline claims its competitors have been
undercutting fares and exceeding limits on the number of
passengers they may pick up in the Philippines.

Tan singled out Taiwanese carrier China Airlines in particular,
charging it has "caused a lot of damage to Philippine Airlines."
The dispute between the Philippines and Taiwan over air rights to
Manila has been heated, with the two sides warning of reprisals.
Taiwanese airlines' access to the Philippines could be blocked at
the end of September unless they effectively cede more business
to PAL.

Tan will be part of a large Philippine business delegation to
leave Wednesday on a three-day visit to Taiwan. The visit
coincides with talks scheduled in Taipei later this week between
the air authorities and the carriers from both sides in an effort
to settle the flight-rights row.  Tan, one of the Philippines'
richest men, made a fortune in tobacco and brewing. His other
interests include banking and a 53.6 percent stake in PAL.

Tan also said the U.S. Export-Import Bank -- the carrier's second
biggest creditor, owed around dlrs 350 million -- has finally
agreed to sign PAL's rehabilitation plan and has withdrawn a
court petition in the United States to seize four PAL jets.
The Ex-Im Bank had vigorously opposed the plan, and particularly
its treatment of various creditor groups.  Philippine Trade
Secretary Jose Pardo said he believes the flag carrier's profit
in the April-June quarter helped sway the Ex-Im Bank's decision.


PITTSBURGH PENGUINS: NHL To Vote on Lemieux's Plan
--------------------------------------------------
The National Hockey League (NHL) is scheduled to review Mario
Lemieux's purchase of the bankrupt Pittsburgh Penguins today in
New York, The Pittsburgh Post-Gazette reported. Lemieux will ask
the NHL Board of Governors to approve his purchase of the team,
subject to his concluding a deal with the operator of the Civic
Arena and the bankruptcy court's approval. Lemieux failed to
reach a final agreement yesterday with SMG, which operates the
Civic Arena, but a spokesperson for Lemieux said differences may
be resolved this morning. The Pittsburgh Penguins filed chapter
11 last October with $120 million in liabilities. (ABI 01-Sept-
99)


PLAINTREE SYSTEMS: Proposal To Pay Creditors 70%
------------------------------------------------
Plaintree Systems Inc. (TSE: LAN, NASD OTC BB: LANPF) today filed
a Proposal to the Company's unsecured creditors under the
provisions of the Bankruptcy and Insolvency Act that is designed
to free Plaintree of all unsecured liabilities as the Company
rebuilds.  These liabilities now total under $3 million.

The Proposal calls for payments over an 18-month period to
unsecured creditors as of 15 January 1999 of 70 cents on the
dollar on remaining claims. This follows payments of 32 cents on
the dollar.  Plaintree made to these creditors between January 15
and today.  This will bring the total received by these creditors
on their claims to approximately 80 cents on the dollar. (After
Jan. 15 Plaintree has paid all suppliers on an effectively COD
basis.)

Plaintree recently announced that it has entered into an
acquisition agreement with Ottawa-based Targa Group that is
expected to result in Plaintree assuming control of Targa's
businesses in exchange for Plaintree shares.  A privately owned
company with operations in Ottawa, Toronto, Arnprior and
Charlotte, North Carolina, Targa Group Inc. designs
and manufactures electronic equipment, primarily for the
aerospace industry, and generates significant cash flow and
profitability.

There will be no impact on preferred or secured creditors who
will be paid 100% of their claims in the normal course.

"This Proposal is a condition of the Targa acquisition agreement
and is required to provide a cleansing from all potential unknown
or undisclosed liabilities," said Jay Richardson, President and
CEO of Plaintree. "This represents a major improvement over the
situation in January when Plaintree appeared unable to pay its
creditors at all."

The basis for satisfying the other major condition of the
amalgamation agreement, (the conversion of the preferred shares
to common shares), has not yet been agreed.
     
A publicly held company, founded in 1988, Plaintree Systems
develops and sells local area network switches, maintaining a
reputation for high quality products and technical support.  
Headquartered in the Ottawa region, Plaintree also maintains
operations in the US.  Plaintree is publicly traded in Canada
on the TSE and in the US on the NASD OTC Bulletin Board.  
Plaintree maintains a World Wide Web site on the Internet at
http://www.plaintree.com.


PRIMARY HEALTH: Orders Extend Exclusivity and Time on Leases
------------------------------------------------------------
The US Bankruptcy Court for the District of Delaware entered an
order extending the time within which the debtors, Primary Health
Systems, Inc. and its affiliates may assume or reject unexpired
leases of nonresidential real property through and including
January 11, 2000.

The court also entered an order extending the debtors' exclusive
periods to file a plan, and solicit acceptances to the plan,
through and including December 10, 1999 and February 8, 2000,
respectively.


TAL WIRELESS NETWORKS: Loss In July 1999 Exceeds $2.6 Million
-------------------------------------------------------------
Having filed Chapter 11 bankruptcy proceedings in October 1997
Tal Wireless Networks Inc. has reported its revenue and loss  for
the month of July 1999.  In filing with the Securities & Exchange
Commission the company has added this statement:  "The Company
plans to liquidate assets and review the claims of its various
creditors. It is unclear at this time whether there will be any
funds available for distribution to shareholders. Once
this information has been determined, the company may file a Plan
of Reorganization with the Bankruptcy Court."

Net revenues for the month of July 1999 were $69,817 with net
losses sustained of $2,685,928.


THORN APPLE VALLEY: Court Resets Disclosure Statement Hearing   
-------------------------------------------------------------
The U.S. Bankruptcy Court in Detroit has rescheduled Thorn Apple
Valley Inc.'s disclosure statement hearing to Sept. 27, according
to an attorney for the company. Judy Calton of Honigman Miller
Schwartz & Cohn also told Federal Filings Business News that the
former processed meat supplier's exclusive periods were extended
to Oct. 4 to allow Thorn Apple to amend its plan disclosure
statement to take into account that the sale of all its assets to
IBP Inc. had closed.  (The Daily Bankruptcy Review and ABI
September 1, 1999)


TRANS WORLD AIRLINES: Revenue Falls Off/Labor Accords Reached
-------------------------------------------------------------
For the second quarter of 1999, total operating revenues of
$866.0 million were $17.5 million less than the $883.5 million
recorded in 1998 for Trans World Airlines Inc.  Passenger
revenues declined $8.6 million from the prior year period as
higher-yield passengers diverted to other airlines in
response to the continuing negotiations between TWA and the IAM
and a threatened strike action.  Freight and mail revenues also
declined $1.6 million as the U.S. Postal Service began diverting
mail to other airlines for the same reason.  Decreases in all
other revenue were also recorded in Getaway Tour revenues ($4.1
million) and third party contract revenues ($1.0 million) while a
slight increase was noted in charter revenues ($0.2
million).  The company had a net loss of $6.2 million in the
second quarter of 1999 compared to a net income of $19.5 million
in the same period of 1998.

In the first six months of 1999, total operating revenues of
$1,630.6 million were $18.3 million less than the $1,648.9
million recorded in 1998.  The company had a net loss of $27.8
million in the first half of 1999 compared to a net loss of $36.0
million in the same period of 1998.

TWA agreed to pay increases over the next 18 months that will
result in wages for TWA's ground employees and flight attendants
improving by the end of the term of the contract to averages
ranging from 86.5% to 91.0% of industry average, as determined by
wage rates in contracts in effect as of June 1999.  Additionally,
TWA has agreed to distribute 3,500,000 shares of TWA common stock
to these employees.  As soon as practicable following
contract ratification, 500,000 shares will be distributed to
IAM-represented flight attendants in a manner determined by the
IAM.  The remaining 3,000,000 shares will be distributed in a
manner determined by the IAM to IAM-represented employees on the
following dates: July 31, 2000 - 1,000,000 shares, January 31,
2001 - 1,000,000 shares, January 31, 2002 - 1,000,000 shares.

In conjunction with these contracts, TWA and the IAM-represented
employees have agreed to withdraw all pending litigation
including contempt proceedings.  Additionally, all outstanding
grievances regarding scope, work jurisdiction, outsourcing and
compensation were withdrawn.  In settlement of these disputed
matters, IAM-represented flight attendant employees will receive
$25 million to be distributed in a manner directed
by the IAM on the following dates: August 31, 1999 -$11.0
million, August 1, 2000 - $11.0 million, August 1, 2001 - $3.0
million.  Similarly, in settlement of these disputed matters,
IAM- represented ground employees will receive $10 million to be
distributed in a manner directed by the IAM by no later than the
following dates: November 2, 2001 - $5.0 million, and August 1,
2002 - $5.0 million.  As a result of the ratification of the
contract, including settlements of the disputes discussed above,
TWA expects to record a non-recurring charge to earnings in the
third quarter of 1999 aggregating $34.0 million, net of amounts
previously accrued.


WELLCARE MANAGEMENT: Annual Meeting Announced For September 30
---------------------------------------------------------------
The annual meeting of shareholders of The WellCare Management
Group, Inc. will be held at the company's corporate headquarters,
Park West/Hurley Avenue Extension, Kingston, New York 12401, on
September 30, 1999 at 10:00 a.m., local time.  Stockholders will
consider and vote to elect five Directors to serve until the 2000
annual meeting of shareholders; to adopt an amendment to Article
IV of the company's Restated Certificate of Incorporation, as
amended, to increase the number of authorized shares of
the company's common stock from 20 million shares to 75 million
shares; and to ratify the reappointment of Deloitte & Touche LLP
as independent auditors of the company for the year ending
December 31, 1999.

Only holders of record of the company's common stock, Class A
Common Stock and Series A Preferred Stock, at the close of
business on August 23, 1999, the record date for the annual
meeting, are entitled to notice of and to vote at the annual
meeting.


WILLSON: Canada's Last Major Ofice Supply Chain Seeks Protection
----------------------------------------------------------------
CALGARY - The last major Canadian-owned office supply and
stationery retail chain will seek court protection from creditors
today, after years of trying to fend off competition from big-box
stores.  Willson Stationers Ltd., founded in 1900 in Winnipeg,
will ask to buy some time under the Companies' Creditors
Arrangement Act while it restructures its flagging operations and
shifts its focus to commercial rather than retail business.

Once Willson had a chain of stores across Western Canada and
Ontario, but over the years has pared back, selling its Eastern
operations to Grand & Toy. By 1995 it had retrenched in Calgary
with 50 locations in the West. Today, Willson has 17 stores.

'They're probably not a viable retail chain anymore even if they
carry through this restructuring,' said Philip Jones, a retail
analyst with Effective Retail Management.

'Willson, to my mind, over the years didn't do anything. When you
have a chain of general stores and the speciality big-box stores
come along, if you don't do something you're a goner.'

The only other major Canadian retailer, Grand & Toy, was sold by
Cara Operations Ltd. to Boise Cascade Office Products Corp. of
Chicago, in 1995.

                   **********

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,
Editors.  Copyright 1999. All rights reserved. ISSN 1520-9474.

This material is copyrighted and any commercial use, resale
or publication in any form (including e-mail forwarding,
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without prior written permission of the publishers.

Information contained herein is obtained from sources believed
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