TCR_Public/990930.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 30, 1999, Vol. 3, No. 189


ADVANTICA RESTAURANT: 5.1% Of Common Stock Owned By Lloyd Miller
AFP IMAGING: Schedules Annual Meeting For November 10, 1999
BREED TECHNOLOGIES: Blames AlliedSignal For Bankruptcy
CAREMARK RX: Now Trading On New York Stock Exchange

CAREMARK RX: Selling Preferred Securities In A Rule 144A Offering
COMPASS PLASTICS: Sells Mexican Operations; Files Bankruptcy
COVENTRY HEALTH CARE: Ventures Beneficially Owns 16.8% Of Stock
CRIIMI MAE: Files Plan Of Reorganization

DOW CORNING: To Compromise Bryanston Insurance Claims
EATON'S: Rang Up Net Loss of $58 Million
FAVORITE BRANDS: Nabisco Signs Agreement to Acquire Candy Company
FEDCO: Target Finalizes Fedco Purchase
FILENE'S BASEMENT: Announces Store Closings as Part of Plan

HARNISCHFEGER: Seeks Purchase of Property in Elko, Nevada
HARNISCHFEGER: Taps Jay Alix As Restructuring Advisors
IMTECH: Case Summary
LEVITZ: Wins Exclusivity Extension as Plan Talks Continue
LONDON FOG: Closing 110 Stores Of 140

ONSALE INC: Special Meeting To Consider Merger
SCOVILLE FASTENERS: David J. Barrett, CEO, Resigns
SOURCE MEDIA: Annual Meeting To Be Held On November 17
STUART ENTERTAINMENT: Orders Authorizing Professionals
TECHNIMAR: Town Suffers From Demise of Company

TRISM: Announces Agreement To Restructure Debt
UNIVERSAL SEISMIC: Expedited Motion For Appointment of Trustee


ADVANTICA RESTAURANT: 5.1% Of Common Stock Owned By Lloyd Miller
Lloyd I. Miller, III, has sole voting and dispositive power over
1,047,164 shares of common stock of Advantica Restaurant Group
Inc., while sharing voting and dispositive power over 1,016,068
such shares.  The aggregate amount beneficially owned by Mr.
Miller, 2,063,232 shares, represents 5.1% of the outstanding
shares of common stock of the company.

Mr. Miller shares the dispositive and voting power on the
1,016,068 shares of the reported securities (i) as an advisor to
the trustee of certain family trusts, (ii) with respect to shares
owned by his wife, and (iii) with respect to shares held by
accounts set up under the Florida Uniform Gift to Minors Act for
which Miller's wife is the custodian. Miller has sole dispositive
and voting power on the 1,047,164 of the reported securities (i)
as an individual, (ii) as the trustee to certain trusts,   
(iii) as the manager of a limited liability company that is the
general partner of certain partnerships, and (iv) with respect to
accounts set up under the Florida Uniform Gift to Minors Act for
which Miller is the custodian.

Persons other than Lloyd I. Miller III have the right to receive
dividends from, or the proceeds from the sale of, the reported
securities. None of these persons has the right to direct such
dividends or proceeds.

AFP IMAGING: Schedules Annual Meeting For November 10, 1999
The annual meeting of shareholders of AFP Imaging Corporation, a
New York corporation, will be held on November 10, 1999 at the
company's offices, 250 Clearbrook Road, Elmsford, New York 10523,
at 9:00 a.m., New York time, to consider and act upon the
following matters:

To elect four directors of the company to serve for the ensuing
year and until their successors are duly elected and qualified;
to approve and adopt the 1999 Stock Option Plan for the company;
and to ratify the appointment of Arthur Andersen LLP as the
independent public accountants of the company's financial
statements for the fiscal year ending June 30, 2000.

Only shareholders of record at the close of business on October
1, 1999 are entitled to notice of and to vote at the annual

BREED TECHNOLOGIES: Blames AlliedSignal For Bankruptcy
Breed Technologies Inc. says AlliedSignal Inc. is the prime cause
of its bankruptcy.  Two years ago, AlliedSignal sold its safety
restraints business to Breed for $710 million

Shortly before Breed sought Chapter 11 protection from creditors
last week, it sued AlliedSignal of Morristown, N.J., for $325
million in damages. In its lawsuit, Breed claims AlliedSignal
painted a deceptively rosy picture of the profits of its seat-
belt unit.

In documents filed in Florida's 10th Circuit Court in Polk
County, Breed claimed that many contracts it inherited from
Allied-Signal two years ago were bid at prices below the cost of
raw materials.  For example, Breed expects to lose $30 million on
its contract to supply seat belts to General Motors for its hot-
selling full-sized pickups and sport-utilities.

Yet, the deal seemed like a good idea at the time. The purchase
gave Breed of Lakeland, Fla., the ability to produce seat belts
along with airbags, sensors and inflators. Breed could offer one-
stop shopping to its customers. But Breed was undone by its
mountain of debt. With no plausible way to repay $675 million in
loans that come due Oct. 12, the company finally threw in the
towel. In a written statement, Breed CEO Johnnie Breed said the
bankruptcy will enable the company to preserve value for
creditors. The company listed assets of $1.3 billion and
liabilities of $1.7 billion.

Breed never recovered from its acquisition binge of the mid-
1990s, when it spent $1 billion to acquire 11 companies. During
the past two years, it has posted seven straight quarterly
losses. If Breed cannot reverse course and reach agreements with
creditors, its automotive operations will go on the auction
block. In 1997, Breed's acquisition of the AlliedSignal business
doubled Breed's annual sales to $1.4 billion and made the company
a contender in the global safety systems business. But problems
with the division emerged shortly after it was acquired. Breed
executives told analysts last year that AlliedSignal had underbid
or "mis-priced" contracts. In June, Breed took a special charge
against earnings of $22 million, according to its financial

Breed also acknowledged that it was losing money on a number of
undisclosed contracts in Europe. Breed spokeswoman Gina McLean
declined comment.

AlliedSignal spokesman Tom Crane said the allegations are without
merit. Breed researched the operation before purchasing it, he
said. Moreover, the deal was cleared by Breed's bankers, its
advisers and its national accounting firm. Two weeks ago, in
response to Breed's suit, AlliedSignal filed suit in New
York State Supreme Court to force arbitration of Breed's claim
that it overpaid. Breed's suit contends that AlliedSignal said
its automotive safety unit would earn $105 million last year
before interest, taxes and amortization. The actual figure was
$39 million, the suit claims.

That cash-flow calculation was critical for Breed, which financed
the deal with bank loans and bonds. By contrast, other suppliers
typically issue stock to finance such acquisitions. That enables
them to keep their debt at more manageable levels. When Breed's
cash flow dried up following the acquisition, it did not have
the money to cover its debt payments. The company blames its
cash-flow crisis on AlliedSignal's supposedly unprofitable

In filing for Chapter 11 protection, Breed expects to lose $30
million on its contracts to supply seat belts to General Motors
for full-sized sport-utilities and pickups, such as the Chevrolet
Silverado, above. (Crain Communications Inc. Automotive News                              
September 27, 1999)

Dresdner Kleinwort Benson Private Equity Partners LP currently
owns no common stock of CardioTech International Inc., however,
upon conversion of a note, additional notes and the preferred
shares issued September 24, 1999, subject to receipt of
applicable regulatory approvals, would acquire 21.3% of the
company's issued and outstanding shares of common stock.  At
that time, sole voting power over 1,581,827 shares would rest in
Dresdner Kleinwort Benson Private Equity Partners LP.

Ownership of the securities was brought about as a result of 1)
"Pay-in-kind" interest on outstanding notes, 2) dividends on
preferred shares and 3) an anti-dilution adjustment to the
conversion prices of the notes and preferred shares held. In
addition, the stockholder acquired $340,000 of 7% Convertible
Senior Secured Notes on September 24, 1999 in substantially the
same form as the notes. The new notes are initially
convertible into 370,068 shares of common stock of CardioTech.
Dresdner Kleinwort Benson Private Equity Partners has the option
to exchange the new notes for a new issue of convertible
securities of CardioTech (together with additional notes received
as pay-in-kind interest), at an exchange ratio equal to a
fraction, the numerator of which is the aggregate principal
amount of the new notes (together with additional notes received
as pay-in-kind interest) to be exchanged, and the denominator of
which is the price per convertible security.

CAREMARK RX: Now Trading On New York Stock Exchange
Caremark Rx, Inc., formerly known as MedPartners, Inc., announces
that it has received approval from the New York Stock Exchange to
trade under the symbol "CMX".  Trading became effective Monday,
September 20, 1999.

CAREMARK RX: Selling Preferred Securities In A Rule 144A Offering
Caremark Rx, Inc. has priced a private offering of 4,000,000
shares of 7% Shared Preference Redeemable Securities at an
initial price of $50 per share. The Preferred Securities
represent preferred undivided beneficial interests in the assets
of Caremark Rx Capital Trust I. The sole asset of the Trust will
consist of 7% Convertible Subordinated Debentures due 2029
to be acquired by the Trust from Caremark Rx in connection with
this offering. The Convertible Subordinated Debentures underlying
the Preferred Securities are securities of, and the Preferred
Securities are guaranteed by, Caremark Rx. Each Preferred
Security is convertible into 6.7125 shares of Caremark Rx's
common stock at the option of the holder and at any time.
The offering is expected to close on or about September 29, 1999.

The Preferred Securities are redeemable by the company from time
to time on or after October 15, 2002, or at any time upon the
occurrence of a tax event as defined in the company's offering
memorandum. The Preferred Securities will be redeemed upon
maturity of the Convertible Subordinated Debentures which will
occur on October 1, 2029.

The company estimates that net proceeds from the offering will be
approximately $192 million. The company indicates that the net
proceeds from the offering of the Preferred Securities will be
used to repay indebtedness under the its bank credit facility,
with $80 million used to repay term loans and the remainder being
applied to its revolving credit facility. To the extent that
outstanding indebtedness under the revolving credit facility is
repaid, these amounts will be available for general corporate
purposes, which the company expects will enhance liquidity, and
provide flexibility to take advantage of business opportunities
that may occur in the future.

The Preferred Securities have not been registered under the
Securities Act of 1933 as amended and may not be sold in the
United States absent registration or an applicable exemption.
Caremark Rx has agreed to file, and to use its reasonable best
efforts to have declared effective, a registration statement
under the Securities Act, to register resales of the
Preferred Securities and the shares of common stock issuable upon

The Preferred Securities are being offered to qualified
institutional buyers in reliance on Rule 144A under the
Securities Act of 1933, as amended, and outside the United States
in compliance with Regulation S under the Securities Act, in
transactions exempt from registration requirements of the
Securities Act.

COMPASS PLASTICS: Sells Mexican Operations; Files Bankruptcy
Compass Plastics & Technologies Inc. (NASDAQ:CPTI) Tuesday
announced it has completed the sale of its Tijuana, Mexico
operation for $5.1 million.  Proceeds from the sale were used to
repay equipment loan obligations to GE Capital Corp. and
Phoenixcor Financial Services, and amounts owing under
the company's commercial loan agreement with California Bank &
Trust and Manufacturers Bank.  Ghias & Friends Inc. d/b/a Dynamic
Plastics ("Dynamic"), a newly formed corporation made up in part
of eight senior members of AB Plastics' management including
Jawed Ghias, vice president-manufacturing, purchased certain
assets of AB Plastics including certain trade accounts
receivable, inventory, machinery and equipment located in
Tijuana, and the common stock of AB Plastics de Mexico, S.A. de
C.V. ("ABT"), an AB Plastics subsidiary. Dynamic assumes certain
liabilities including certain trade accounts payable, certain
employee benefit liabilities, and certain liabilities of ABT.  
The Tijuana operation was the last remaining operating facility
after the company closed its Gardena operation and transferred
its business to the Tijuana plant on June 4, 1999. The company
sold its MOS Plastics subsidiary in May 1999. The company is
in the process of selling its only remaining equipment, located
in Gardena, through private sales or public auction expected to
be completed by the end of October 1999. The sale of the Gardena
assets is expected to net approximately $2 million in proceeds.  
The complete liquidation of the company's assets was
necessitated by the company's inability to service its debt.  The
company has been in payment default of $ 9 million of
subordinated debt since December 1998 and has been unable to
service approximately $ 4 million of equipment debt since
March 1999. The company also defaulted, and the banks accelerated
payment of approximately $ 16 million of senior secured bank debt
on Feb. 2, 1999; however the banks continued to provide working
capital on a completely discretionary basis to effect the
liquidation.  Following the above transactions, Compass and
its subsidiaries will have approximately $ 15 million of secured
senior and subordinated debt outstanding and approximately $ 4
million of trade and other unsecured liabilities.  Compass
Plastics & Technologies Inc., through its wholly-owned
subsidiary, AB Plastics Corp., was a contract manufacturer and
assembler of custom injection-molded plastic components in the
western United States and Baja, Mexico. The company manufactured
the plastic exteriors of computer monitors, televisions, and
other consumer products.

COVENTRY HEALTH CARE: Ventures Beneficially Owns 16.8% Of Stock
On September 3, 1999, Ventures converted its Convertible
Exchangeable Notes of Coventry Health Care Inc. into 4,235,840
shares of Series A Convertible Preferred Stock. As of September
24, 1999, Ventures beneficially owned 10,294,987 shares of common
stock in the company.  By reason of their respective
relationships with Ventures, Warburg, Pincus Ventures, L.P.,
Warburg, Pincus & Co., E. M. Warburg, Pincus & Co. LLC,
Patrick T. Hackett, Joel Ackerman and Jonathan S. Leff may be
deemed to own beneficially all of the shares of common stock
which Ventures beneficially owns. The 10,294,987 shares of common
stock represent approximately 16.8% of the outstanding shares of
common stock, based on the 59,078,766 shares of common stock
outstanding as of July 31, 1999, as reported by the company.  
Patrick T. Hackett, additionally, has sole voting and dispositive
power over 5,000 of such shares of common stock of Coventry
Health Care Inc.  Shared dispositive powers lies in Warburg,
Pincus Ventures L.P., Warburg, Pincus & Co., E. M. Warburg,
Pincus & Co. LLC, while shared voting power lies with Hackett,
Ackerman and Leff.

The total amount of funds required by Ventures to purchase the
securities was $64,852,409 and was furnished from the working
capital of Ventures.

CRIIMI MAE: Files Plan Of Reorganization
Criimi Mae Inc. and its affiliates Criimi Mae Holdings II, L.P.
and Criimi Mae Management, Inc. have filed their Joint Plan of  
Reorganization with the United States Bankruptcy Court, District
of Maryland, Greenbelt Division.

The plan contemplates recapitalization financing of approximately
$910 million consisting of $50 million (up to $61 million under
certain circumstances) of a new series of convertible preferred
stock to be purchased by an affiliate of Apollo Real Estate
Advisors IV, L.P., approximately $435 million of debt financing,
a portion of which would come from certain existing debtholders,
and $425 million of additional amounts, the bulk of which would
result from the sale of certain commercial mortgage-backed

The plan provides for full payment in cash of all allowed secured
claims of four creditors.  Two secured claim holders would
receive partial payment in cash with the balance evidenced by a
new senior secured note.

The plan also provides for full payment of the company's allowed  
unsecured claims, including the company's 9-1/8% Senior Notes.
Full payment of the allowed unsecured claims would consist of the
payment  of 50% of the amount of each holder's allowed unsecured
claim in cash  and the issuance of a new note evidencing the
remaining 50% of the amount of such holder's allowed
unsecured claim.

The plan further provides that holders of Series B Preferred
Stock would receive an identical number of shares of new Series B
Preferred Stock, in exchange for their existing Series B
Preferred Stock.  The new Series B Preferred Stock would have
identical relative rights and preferences to the existing Series
B Preferred Stock except that the dividend rate would be
increased by $.16 per annum to a base dividend of
$2.88 per share or 11.52% and remain at such dividend rate so
long as Series B Preferred Stock remains outstanding.  
Additionally, for a period of 20 months plus one day after the
date of issuance of the new preferred stock to Apollo, the new
Series B Preferred Stock would be junior with respect to dividend
rights and liquidation preference to the new preferred
stock issued as part of the recapitalization financing of the
plan (i.e., the new preferred stock issued to Apollo and any new
preferred stock issued in connection with a potential Rights
Offering).  Thereafter, the new Series B Preferred Stock would
rank pari passu with respect to dividend rights and liquidation
preference to all new preferred stock issued as part
of the recapitalization financing of the plan.

The plan also contemplates that holders of common stock would
receive an identical number of shares of new common stock in
exchange for their existing common stock plus rights to purchase
shares of a new series of preferred stock if the company proceeds
with a rights offering of up to $11 million.  The plan further
proposes that holders of Series C and D Preferred Stock would
receive $106 per share in cash, representing the redemption price
contained in the respective governing documents.

"The filing of the plan, coupled with the recently announced
Apollo agreement, opens the next chapter in the reorganization of
Criimi Mae," said Chairman William B. Dockser.  "Our goal is to
obtain commitments for the remaining reorganization financing
called for by the plan, solicit acceptance of the plan from the
parties entitled to vote, obtain confirmation of the plan from
the Bankruptcy Court, and emerge from Chapter 11."

On September 20, 1999, the Bankruptcy Court entered an order
extending the company's right to file a plan of reorganization
through October 16, 1999.  The order also provides the Unsecured
Creditors' Committee and the Equity Security Holders' Committee
in the company's Chapter 11 bankruptcy case with the right to
jointly file a plan of  reorganization during the same

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

James K.T. Lu, Chief Executive Officer, President and Secretary
of Diamond Entertainment Corporation, and Chairman of the Board
has reduced his holding of common stock in the company to
17,353,070 shares, of which he holds sole voting and dispositive
power.  The shares held represent 25.8% of the outstanding common
stock of the company.

On August 4, 1999, Mr. Lu sold 165,000 shares of common stock of
the company at a price of $0.0958 per share; on August 5, 1999,
he sold 50,000 shares at a price of $0.0955 per share. Again on
September 13, 1999, Mr. Lu sold 58,000 shares at a price of
approximately $0.0979 per share and on September 14, 1999, sold
294,825 shares at a price of approximately $0.0988 per share.
Sales of the shares of common stock were effected in broker's
transactions in the over-the-counter market at market
prices prevailing at the time of sale.

DOW CORNING: To Compromise Bryanston Insurance Claims
Bryanston Insurance Company Limited, among other insurers,
underwrote an insurance policy for Dow Corning providing, Dow
Corning believes, coverage for Breast Implant Claims.  Bryanston
is insolvent and now bound by a Scheme of Arrangement pursuant to
Sec. 425 of the UK Companies Act 1985.  Byanston would have been
sued with Dow Corning's other insurers in Michigan State Court
but for its insolvency proceedings.  

Dow Corning filed a claim in Bryanston's insolvency cases; and
Bryanston has contested Dow Corning's claim.  Negotiations have
culminated in Bryanston's agreement to book a $577,000 claim in
Dow Corning's favor in exchange for Dow Corning's agreement to
include Bryanston in the channeling injunction to be put in place
by Dow Corning's plan.  This, Dow Corning believes, is a fair

Accordingly, by this Motion, Dow Corning sought and obtained
Judge Spector's authority to compromise and settle its insurance-
related claim against Bryanston for an allowed $577,000 claim
against Bryanston's estate.

EATON'S: Rang Up Net Loss of $58 Million
Eaton's rang up a net loss of $58 million from Jan. 30 to Aug.
14, just before the former retailing powerhouse filed for
bankruptcy protection.

In the same period last year, Eaton's had a loss of $41.6

The loss was detailed in court documents filed Monday. Eaton's
heads back to court today to settle a technical aspect in its
deal to sell its shares and up to 13 department stores to Sears

Eaton's will ask the court to let it transfer proceedings to the
Companies' Creditors Arrangement Act from the Bankruptcy and
Insolvency Act. Eaton's filed for protection under the bankruptcy
law in August.

The transfer is a condition of Sears' agreement with Eaton's and
needs court approval.

Sears announced a deal last week in which it would pay $30
million for all of Eaton's shares and eight of its stores, with
an option to buy five more. That option ends Wednesday. Sears
would pay $20 million to acquire Eaton's tax losses. In the court
documents, Eaton's says it is trying to get the best value for
its creditors and shareholders. Court documents show that Eaton's
expects to get $45 million from its liquidation sales between
Sept. 12 and Nov. 6.

Eaton's also gives a brief chronology of how it faced a tough
retail market in the early 1990s and watched its earnings decline
before it filed for protection from creditors -- under CCAA --
for the first time in February 1997.

A new business plan and major renovations at four flagship stores
in 1998 improved financial results but didn't return Eaton's to
profitability, court documents state.

Lower sales and a ''serious decline'' in sales during the fourth
quarter of 1998 led to a loss of $72 million in the year ended
Jan. 30. Sales didn't improve in 1999, the company said, leading
to insolvency. When Eaton's filed for court protection Aug. 20,
it owed creditors about $328.8 million.

FAVORITE BRANDS: Nabisco Signs Agreement to Acquire Candy Company
Nabisco, Inc. (NYSE:NA) announced today that it has signed a
definitive agreement to acquire Favorite Brands International,
Inc. for $475 million in cash. The purchase is subject to
regulatory review.

Favorite Brands is the fourth largest non-chocolate candy company
in the U.S. with annual sales of nearly $ 700 million. The
company has a portfolio of leading non-chocolate confection
brands, including Jet Puffed brand marshmallows, Trolli brand
gummi candies, and Sathers and Farley's, both well known general
line candy brands.

"The acquisition enhances Nabisco's position in the attractive
U.S. non-chocolate candy business, which is growing about 7
percent annually," said James M. Kilts, president and chief
executive officer of Nabisco. "We are very excited about this
acquisition, which reinforces Nabisco's position as the
leading non-chocolate candy company in the U.S., since the
combined entities will have sales of about one and a quarter
billion dollars. Favorite Brands fits very well with our existing
LifeSavers business and will broaden our position in the overall
snacking category."

Favorite Brands is the largest manufacturer of marshmallow
products and the second largest producer of gummi candy in the
U.S. The Sathers business sells rebagged candy and is the number
one non-chocolate brand in convenience stores. Farley's sells a
wide variety of candy and is the number two general line candy
manufacturer in the U.S. Favorite Brands also produces fruit
snacks and rolls under the Farley's brand and is number two in
fruit snacks in the U.S.

Favorite Brands will be integrated with Nabisco's LifeSavers
confections business, part of the Nabisco Foods Company.
According to Douglas R. Conant, president of the Nabisco U.S.
Foods Group, "The acquisition will enable Nabisco to leverage our
LifeSavers brands through new products, re-branding
opportunities, and by expanding our retail channel presence. The
integration will provide substantial synergies and opportunities
to reduce costs across our entire confections business."

Favorite Brands is currently reorganizing under Chapter 11
bankruptcy protection, and the transaction is subject to court

Nabisco is a major international manufacturer of biscuits,
snacks, and premium grocery products, including such well-known
U.S. brands as Oreo, SnackWell's, and Chips Ahoy! cookies; Ritz
crackers; A.1. steak sauces; Grey Poupon mustards; Life Savers
confections; and Planters nuts and snacks. International products
include Christie, Peek Freans, Terrabusi cookies and crackers;
Yemina pastas; Royal dessert mixes; Fleischmann's yeast; and
several Nabisco global brands - Oreo, Ritz and Chips Ahoy!.
Nabisco markets products in the United States, Canada and more
than 85 other countries around the world.

FEDCO: Target Finalizes Fedco Purchase
Target Stores, the Minneapolis-based discount retailer, announced
yesterday that it has received court approval and finalized its
contract to purchase the real estate assets of Fedco Inc.,
according to a newswire report. Included in the purchase of the
Southern California membership-based general merchandise
superstores are 10 general merchandise stores and
certain other properties. (ABI 29-Sept-99)

FILENE'S BASEMENT: Announces Store Closings as Part of Plan
Filene's Basement (Nasdaq: BSMTQ) announced today the first steps
in its reorganization strategy.  The Basement will close 17
stores as part of its strategic plan to improve the Company's
performance and restore the Basement to profitability. The 17
locations are geographically dispersed and will be closed
before the end of the year.  The Company has already closed two
previously announced locations -- Franklin Mills, Pa and
Sawgrass, Fla -- for a total reduction of 19 stores.  As a result
of the store closings, Filene's Basement will exit the Florida
and Minneapolis markets.  The store closings are supported
by the Official Committee of unsecured creditors and are subject
to approval by the Bankruptcy Court, and the Company's lenders.

"The 19 stores we have identified for closing represent
approximately 20% of our total sales revenue and a is
proportionate level of losses for the Company," said Sam Gerson,
Chairman and CEO.  "The remaining core of Basement stores meet
the Company's strategic objectives in terms of merchandising,
market position and revenue and profitability potential."

Gerson continued, "This is a move that not only provides the
financial benefits of creating a strong core of stores, but the
proceeds generated through inventory liquidation and lease
dispositions will enable us to pay down debt and provide
additional financial flexibility for the expansion
of our successful Aisle 3 division."

Once the store closings are completed, the Filene's Basement
Division will become a chain of primarily urban-like locations
well positioned to generate strong sales volume by providing the
customer with better and designer goods. The Aisle 3 Division
will focus on suburban markets, catering to the emerging weekend

Approximately 400 full-time associates may be impacted by the
store closings. Wherever possible, employees will be offered
transfers to other Filene's Basement locations.  Employees who
are not transferred will be offered severance packages and
outplacement assistance by the Company.

Filene's Basement operates 49 traditional Filene's Basement
stores and four Aisle 3 weekend warehouse stores, primarily in
the Northeast and Midwest. Filene's Basement operates stores that
offer focused, quality, branded assortments of men's and women's
apparel, at prices generally 20-60% below department and
specialty store regular prices.  By year-end the Company
will operate 32 Filene's Basement locations and 8 Aisle 3 stores.

Florida: (previously announced)
      North Attleboro
      Mall of America
New Hampshire:
New Jersey:
New York:
      Carle Place
Pennsylvania: (* previously announced)
      Franklin Mills*
      Willow Grove

HARNISCHFEGER: To Purchase and Develop Property in Elko, Nevada
Harnco leases a warehouse in Elko, Nevada.  The Lease runs
through March 2000.  Harnco needs to expand its business
operation in that area to accommodate a workshop and office
space.  Harnco intends to perform truck and dipper repair
services at this location, but the warehouse space is
inadequate.  Rather than extend a lease for inadequate space, the
Debtors believe it would be better to relocate.  

Subject to Court approval, the Debtors have entered into an
agreement to purchase 5 acres of land for $175,000 from D. Warner
and Marilyn E. Lesbo and Calvin Dean Stitzel.  The space is more
than adequate for Harnco's needs.  Moreover, compared to three
other parcels the Debtors' considered, the cost is about half.  

Additionally, the Debtors request the Court's authority to
develop the Property (paving a road, installing utility services,
creating a parking lot, and building a warehouse, repair shop and
office space) at an undisclosed cost. (Harnischfeger Bankruptcy
News Issue 11; Bankruptcy Creditor's Service Inc.)

HARNISCHFEGER: Taps Jay Alix As Restructuring Advisors
In In re United Companies Financial Corporation, et al.,
Bankruptcy Case Nos. 99-405 (MFW) through 99-461 (MFW), Melvin R.
Christiansen, a Jay Alix & Associates principal, discloses that
JA&A entered into an Alliance Agreement with Ernst & Young
(retained by the Creditors' Committee appointed in
Harnischfeger's chapter 11 cases) on August 3, 1999. "The
purpose of the Alliance Agreement is to facilitate the
development of joint opportunities, primarily in the health care
industry, in which the turaround and crisis management services
through JA&A can be allied with the complementary accounting,
management consulting and other professional services available
through E&Y, on behalf of present and prospective clients of both
firms," Mr. Christiansen tells Judge Walrath.

Essentially, the Alliance Agreement provides for the development
and execution of a joint marketing plan, under which each of JA&A
and E&Y will seek to obtain new business in areas in which they
have a common interest under the plan, with the objective of
introducing the other into the engagement to the extent
consistent with their professional responsibilities and as agreed
to by the client.

JA&A and E&Y remain separate and distinct entities, Mr.
Christiansen stresses, and the Alliance Agreement does not
constitute, create or give effect to any partnership, joint
venture or any form of combined entity. The Alliance Agreement
does not allow one party to bind the other, and no profits,
losses or costs are to be shared. (Harnischfeger Bankruptcy News
Issue 11; Bankruptcy Creditor's Service Inc.)

IMTECH: Case Summary
Debtor: Information Management Technologies, Inc. (IMTECH)
        130 Cedar Street
        New York, NY 10006

Nature of Business: Printing, duplicating and bindery

Debtor's Attorney: William Pinzler
                   1350 Ave. Of the Americas - 29th Floor
                   New York, NY

Total Assets: 7,432,571
Total Liabilities: 12,534,746

LEVITZ: Wins Exclusivity Extension as Plan Talks Continue
Levitz Furniture Inc. on Sept. 14 won an extension of its
exclusive periods to file a plan of reorganization and solicit
plan acceptances to Nov. 30 and Jan. 31, respectively. The
exclusive periods were set to expire on Sept. 30. Levitz said
that the exclusivity extension was necessary to permit the
company to consider reorganization alternatives and amend its
reorganization plan. "Many of these alternatives may dictate
substantial amendments to the proposed plan," Levitz's
motion to extend the exclusive periods stated.  (The Daily
Bankruptcy Review and ABI September 29, 1999)

LONDON FOG: Closing 110 Stores Of 140
London Fog Industries Inc., one of the best-known names in
raincoats, sought bankruptcy protection Monday and said it would
close about 110 of its 140 retail stores.

The closings of factory outlets, specialty stores and stand-alone
superstores will eliminate about 500 of the company's
approximately 1,500 jobs.

The Chapter 11 filing in U.S. Bankruptcy Court in Wilmington,
Del., is aimed at halting the decade-long decline of the suburban
Baltimore company, which has struggled against imported
outerwear, towering debt and numerous management problems. It
closed its last U.S. factory, a Baltimore sewing plant, in 1997.

William Dragon Jr., president and chief executive since March,
said competing with department stores that also sell London Fog
products was a poor strategy.

"Substantial resources of time, talent and money were expended on
this retail strategy for the past four years," Dragon said. "We
believe that a Chapter 11 proceeding provides an effective base
for the restructuring of our debt and the elimination of
unprofitable retail stores."

London Fog sought to continue normal operations while working out
a reorganization plan and negotiating payments to more than 200
creditors, using a $130 million line of credit offered by
Congress Financial Corp.

According to the filing, the company owes its 20 largest
creditors more than $101 million.

London Fog, which is owned by a host of investment firms, blamed
high interest rates and cheap foreign labor for its troubles in
the early 1990s, when it closed five plants in Maryland and
Virginia. Labor concessions and $1.8 million in state and city
incentives kept the Baltimore plant open a little longer.

ONSALE INC: Special Meeting To Consider Merger
A special meeting of stockholders of Onsale, Inc. is being called
for November 4, 1999 at 10:00 a.m., Pacific time, at Onsale's
headquarters at 1350 Willow Road, Menlo Park, California.

At the meeting, the company will ask stockholders to vote on a
proposal to combine the company with, Inc. If the
merger proposal is approved, stockholders collectively will own
about 53% of the combined company. Although the proposed merger
is structured as an acquisition of Egghead by Onsale, the name of
the combined company will be changed to ", Inc." after
the merger.

The board of directors of Onsale unanimously approved the
proposed merger and determined the merger to be fair and in the
best interests of Onsale and the stockholders. The board of
directors has approved the issuance of shares of Onsale common
stock in the merger, adopted Onsale's amended and
restated certificate of incorporation and approved the amendment
to the company's 1995 Equity Incentive Plan.

Full text of the proposal may be found at
bin/srch-edgar?0001012870-99-003339 on the Internet, free of

SCOVILLE FASTENERS: David J. Barrett, CEO, Resigns
On September 23, 1999, the Board of Directors of Scovill
Fasteners Inc., a Delaware corporation, accepted the resignation
of David J. Barrett, its Chief Executive Officer. Mr. Barrett
will serve the company in a consultant role to assist in the
management transition. Mr. Barrett will also resign
from the Board of Directors effective immediately.

SOURCE MEDIA: Annual Meeting To Be Held On November 17
The annual meeting of stockholders of Source Media, Inc., a
Delaware corporation, will be held on November 17, 1999,
beginning at 9:00 a.m., local time, at Cliffbreakers River Suites
and Conference Center, 700 West Riverside Boulevard, Rockford,
Illinois 61103.  Stockholders will be asked to consider and vote
approval of the following:

To elect four directors to serve until the next annual meeting of
stockholders; to consider and vote upon a proposal to amend the
1995 Performance Equity Plan which would increase the number of
shares available for purchase upon the exercise of stock options
from 1,975,000 shares to 2,957,589 shares; to consider and vote
upon a proposal to approve the 1999 Stock Option Plan; to
consider and vote upon a proposal to approve a transaction with a
wholly-owned subsidiary of Insight Communications Company, Inc.
and in connection with such approval to approve, as a single
proposal, the following matters:

the issuance of 842,105 shares of Source Media's common stock and
the issuance of warrants to purchase up to an additional
4,596,786 shares of the company's common stock; the amendment of
the company's Certificate of Incorporation to authorize
additional preferred stock; and the amendment of the company's
Certificate of Incorporation to create a class of non-voting
common stock.

Stockholders will also be asked to consider and vote upon a
proposal to ratify the appointment of Ernst & Young LLP as the
company's independent auditors for 1999.

The board of directors has fixed September 23, 1999 as the record
date for determining the stockholders entitled to notice of, and
to vote at, the meeting.

STUART ENTERTAINMENT: Orders Authorizing Professionals
The US Bankruptcy Court for the District of Delaware entered
separate order approving the following professionals for the

The court authorized the debtor to retain and employ the firm of
Deloitte & Touche LLP as independent auditors and accounting and
tax consultants.

The court also authorized the debtor to retain and employ the
firm of Arthur Andersen LLP as accountants for the debtor.

TECHNIMAR: Town Suffers From Demise of Company
The failure of a St. Paul-based synthetic-granite maker has
taught taxpayers in the Iron Range town of Cohasset an expensive
lesson in the public subsidy game.

Technimar Industries had planned to open the first U.S.
synthetic-granite plant in Cohasset but went bankrupt in 1998
before producing a single slab.

Now some Cohasset homeowners are discovering increases in their
property tax bills of as much as 55 percent.

That's because the city put up more than $2 million to help
finance Technimar -- cash that was lost for good when Technimar
failed and its factory was dismantled.

The Iron Range Resources and Rehabilitation Board, northeastern
Minnesota's primary economic development agency, also lost
$400,000 on the project.

And two Minneapolis public employee pension funds lost more than
$19 million, with the Minneapolis police pension fund taking a
hit for $14 million.

The public pension funds were hoping to yield big returns. The
city of Cohasset, which has about 2,500 people, was hoping to
bring about 200 jobs to an area perpetually on the hunt to
diversify its economy.

The city will increase its 2000 tax levy from $1.9 million to
nearly $5 million. That means homeowners with a residence
assessed at $75,000 will watch their total property tax bill go
from $442 in 1999 to $686 next year, including city, county,
state and school district shares. Total property taxes on a
$150,000 home will rise from $1,926 to $2,588.

The average home in Cohasset has an assessed valuation of about

The city's levy will increase to pay off roughly $3 million in
bonds and legal fees stemming from the project's demise. Cohasset
had a small part in the $35 million-plus financing project that
created Technimar. But its financial exposure was large relative
to its own budget.

Cohasset put up more than $2 million to guarantee an industrial
development bond issued by the city itself. The revenue bond
eventually went into default, and Cohasset's guarantee was thus
handed over to the bondholder.

"We got into it, and we'll get out of it," said Cohasset Mayor
Jeff Walker. "We're trying to look out for the total interest of
our taxpayers, and that's why we decided to do it all in one

Walker says taxpayers will benefit from paying off the debt in
one year rather than over five, six or 10 years.

Technimar's factory was filled with equipment and almost complete
when the company ran out of money in late 1996, the victim of
inadequate financing and fiscal mismanagement.

TRISM: Announces Agreement To Restructure Debt
Trism, Inc.has finalized an agreement with the steering committee
representing major holders of the company's approximately $86.2
million of 10-3/4% Senior Subordinated Notes due 2000. The
agreement is to be affected under a pre-arranged plan, which will
be filed shortly, and will require court review and approval.

Edward L. McCormick, the President and Chief Executive Officer of
Trism said, "We are extremely pleased to announce this agreement
and to announce the restructuring to our employees, customers,
vendors, and financial partners. Under the direction of the
current management team, we will continue the revitalization of
our operations with a solid balance sheet and a sound capital
structure. Within the terms of our agreement, we will
continue to satisfy all trade and leasing obligations, in
accordance with their existing terms, significantly reduce
Trism's long-term debt and we will continue to meet all other
debt obligations in full."

In compliance with the restructuring agreement, the Senior Notes
will be converted into (i) new notes in the aggregate principal
amount of $30 million, due 2004, with interest at the rate of 12%
per annum (the first semi-annual interest payment will be due in
March 2000), and (ii) 95% of the new common equity of Trism to be
issued post-recapitalization, prior to dilution respecting a
contemplated management stock incentive program. Trism's existing
common stock will be converted into 5% of the new common
equity to be issued post-recapitalization, prior to dilution.

UNIVERSAL SEISMIC: Expedited Motion For Appointment of Trustee
The debtor, Universal Seismic Acquisition, Inc. moves for
immediate appointment of a Chapter 11 Trustee.  The debtor
believes there is no present likelihood of obtaining a buyer for
the business or obtaining financing for further business
operations.  Due to the downturn in its business, the debtor has
been forced to lay off most of its workers.  Further, most of the
management of the company have now resigned or have indicated
that they will resign in the near future, including the current
President, Joe T. Rye.


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

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter, co- published by
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Group, Inc., Washington, DC. Debra Brennan, Yvonne L. Metzler,
Editors.  Copyright 1999. All rights reserved. ISSN 1520-9474.

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