TCR_Public/991220.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
      Monday, December 20, 1999, Vol. 3, No. 244

AEROPERU: Creditors Approve Liquidation
AUTOMOTIVE PERFORMANCE: Restructuring Nearing Completion
BAPTIST FOUNDATION OF ARIZONA: Plan to Liquidate To Repay Debts
BELL GEOSPACE: Taps The Pembrook Group

CORAM RESOURCE NETWORK: Court Approves Counsel For Committee
CRIIMI MAE: Prepares Final Financing Terms  
FILENE'S BASEMENT: Hirsch Construction Seeks Relief From Stay
FILENE'S BASEMENT: Seeks To Assume and Assign Leasehold Interests
FLORIDA COAST: Taps Belfint Lyons & Shuman

FORCENERGY: Motion For Authority To Approve Agreement
FORCENERGY: Motion For Authority To Approve Seismic Contracts
FORCENERGY: Motion To Substitute Revised Warrant Agreements
FRUIT OF THE LOOM: Moody's Downgrades $1.4B of Debt Securities
GENESIS DIRECT: Application To Retain Gruppo, Levey

ICO GLOBAL: Final Approval To $500 Million Rescue Package
JITNEY JUNGLE: Change of Venue
JUMBOSPORTS: Motion For Authority To Sell Real Property
JUST FOR FEET: Committee Taps PricewaterhouseCoopers
JUST FOR FEET: Motion To Schedule Auction

JUST FOR FEET: Seeks To Reject 11 Unexpired Leases
LOEWEN: Announces Sales
LONDON FOG: Needs Court Approval For $3M Customs Bond
MONDI OF AMERICA: Authority To Schedule Auction
MONDI OF AMERICA: Rodeo Collections Objects To Lease Rejection

MOUNT AIRY LODGE: To Be Sold In Bankruptcy Court on May 10
NEXTWAVE: Announces $1.6 Billion of Investments and Partnerships
PLANET HOLLYWOOD: Creditor Wilroad Associates Files Objections
PLUMA INC: Order Approves Rejection of ADT Contract
PREMIER SALONS: Seeks Time To File Schedules and Assets

SHOE CORP: Seeks Order Authorizing Use of Cash Collateral
TALK AMERICA: Order Authorizes Employ Of Special Counsel
TRANSTEXAS GAS: Jack Stanley's Empire
TRANSTEXAS GAS: Seeks Approval of Ramirez Compromise
TRISM INC: Motion For Authority To Reject Certain Leases


AEROPERU: Creditors Approve Liquidation
Aviation Daily reported on December 7, 1999 that the long-
expected decision to liquidate Aeroperu was taken last week in
Lima in a vote supported by 80% of the grounded carrier's
creditors, among them Mexican holding company Cintra and the
Peruvian government.  Because of its $ 170 million in debt,
repeated attempts by minority groups to restructure the
airline failed.  Top Consulting has been appointed as liquidating
agent and has been given 10 days to submit a specific liquidation

Founded 26 years ago as a state-owned company, Aeroperu was
privatized in 1994 with the government retaining 10% and
remaining shares held by various private investors, which
includes a small percentage by employees. In Miami, 33
former Aeroperu workers have been trying unsuccessfully to
collect unpaid salaries and benefits and withdraw their pension
plan contributions, and have resorted to legal action.  In April,
Aeroperu's lawyers filed for protection under Chapter 11 in
federal court, and consequently the court appointed a bankruptcy

AUTOMOTIVE PERFORMANCE: Restructuring Nearing Completion
Automotive Performance Group, Inc.'s (OTCBB:RACG) Chairman and
Chief Executive Officer, Dean M. Willard, today updated the
Company's recent restructuring activities and commented on
current business trends in his Letter To Shareholders. His
comments are reproduced in their entirety in the following

December 16, 1999

Dear Fellow Shareholder:

I am writing to you in my continuing effort to keep you informed
of the performance and progress of Automotive Performance Group
(APG). We are nearing completion of the fourth month of operation
of our most important investment, PBT Brands, Inc. (PBT), the
parent company to Permatex. I am very pleased to report that the
results of this business are on plan, with annualized revenues
running well in excess of $100 million.

AC Tech, another PBT company, is also completing a strong year.
AC Tech has made excellent progress in establishing new
specifications for sealant materials for the construction and
maintenance of aircraft. As the emerging second source for these
important materials, each new specification brings a strong flow
of revenues to this startup company.

I am also pleased to advise you of further progress in our effort
to restructure and strengthen the remainder of APG's investments.
We have reached an agreement as to the terms of sale of the
operating assets of Klein Engines and Competition Components
(Klein). The sale, which is expected to close before the end of
the year, is being made to RPM Corporation, a company formed by
Robert Pullinsi, the current President of Klein. This transaction
further reduces APG's cash commitments and allows the former
management and employees of Klein to continue to provide high
performance engines, components and services to the auto racing

We have achieved important progress with our Boyds investment, as
well. Some of our successes with Boyds have been in the
courtroom. Protecting important assets acquired with Boyds, the
cost of litigation has further aggravated our cash situation. The
legal matter I am referring to is a recent decision in the United
States Bankruptcy Court granting Boyds a preliminary injunction
against Boyd Coddington, Sr. and Boyd Coddington, Jr. to stop
them from using any of the registered trademarks and Boyds Wheels
and Hot Rods by Boyd. We are continuing to pursue these
defendants in Federal District Court concerning their infringing

Boyds has been able to establish business relationships within
the automotive wheel industry which have the potential of
generating$2-3 million in revenues for the Company next year.
There is no assurance that Boyds will be able to realize these
revenues, as we require substantial working capital to support
the activity and we are still attempting to arrange the necessary
financing. In the meantime, we have taken every possible step to
reduce cash outflows relating to this business. We also
successfully completed the sale of the rights to the Boyds
appearance products line to our current licensee.

Our management team continues in its commitment to the successful
restructuring of APG and Boyds. The companies are still faced
with an extremely tight cash position and a need to further
convert short-term obligations into some form of long-term debt
or equity. Our primary objective is to protect our investment in
the Permatex companies and to the proper restructuring of our

We have had to delay certain SEC filings as we await results of
audits being completed on the opening balance sheet of Permatex.
Once these SEC filings are complete we expect to schedule our
annual meeting of shareholders.

In my capacity as Board Chairman and Chief Executive Officer, I
continue to welcome constructive ideas from our shareholders. In
this regard, I have received a strong indication of support for
our plan to first protect the Permatex investment and second to
minimize or eliminate any cash outflow relating to the other
operating subsidiaries of APG. Management is implementing that
plan. We are also working to find other corporate opportunities,
including acquisitions, which will provide APG with a positive
cash flow and further appreciation in shareholder value.

This management team has been in place now for one year and I
thank you on behalf of the entire group for your continuing

Dean M. Willard
Chairman and Chief Executive Officer

Automotive Performance Group, Inc., participates in the fast-
growing high-performance automotive and specialty chemical
industries through its 22% equity ownership in PBT Brands, Inc.,
a leading manufacturer, distributor, and marketer of premium
functional chemical products to the automotive maintenance and
repair markets, and Advanced Chemistry and Technology, Inc. (AC
Tech), which develops and manufactures sealants for the aerospace
and aircraft industry.   

The court states that it has received in excess of 100 letters
from investors in the debtors and will likely receive many more.  
The court states that the investors do not want to accept a cash
out at 20% or stock in a new for profit entity.  The court said
that the investors believe they would receive a larger return on
their investment if the assets were liquidated in a Chapter 7
proceeding.  The court writes that it is unclear how the writers
have reached this conclusion at this early stage in the cases.

The court will not respond to these letters, but will meet with
interested creditors and investors at a brief status hearing on
December 21, 1999 at 9:00 AM at the Hyatt Regency Phoenix at
Civic Plaza, 122 North Second Street in Phoenix.  AT this meeting
the court will simply discuss the expected progress of the case
and implemented procedures.

BAPTIST FOUNDATION OF ARIZONA: Plan to Liquidate To Repay Debts
Faced with investor opposition to a restructuring plan, the
Baptist Foundation of Arizona has decided to sell off its assets
to repay debts and then shut down.

The foundation filed for Chapter 11 bankruptcy protection listing
liabilities of $640 million, of which $590 million is owed to
about 13,000 investors.

Its assets are estimated at $160 million to $200 million. It is
unclear how much could be raised through liquidation.

Under the original restructuring plan, investors would have been
given two options: cashing out and receiving 20 percent of their
original investment, or investing in a new publicly held company
that would be formed to hold and manage foundation assets.

There were not enough funds available to allow all investors to
cash out at 20 cents on the dollar.

Foundation officials told The Arizona Republic it was clear those
two options had little support.

"Two things became clear when we went out and listened to them,"
foundation spokesman Lew Phelps said. "They thought the 20-cent
buyout was unfair, and an awful lot of them said they didn't want
to invest their money in stocks anymore. They said, 'Just sell
the assets and give me the money.' "

The liquidation proposal must still be approved by a committee
representing investors and the foundation's restructuring
committee before it goes to bankruptcy court.  Letters were to
have been mailed either today or Friday explaining the proposal,
Phelps said. The foundation, which has been accused of securities
fraud and is under investigation by Arizona officials, froze
investor funds in August. Foundation executives involved with the
troubles were replaced and the restructuring committee was

Investors, many of whom lost their life savings, have since
formed a group to fight the original restructuring plan.

BELL GEOSPACE: Taps The Pembrook Group
The debtor, Bell Geospace, Inc. seeks authority to retain The
Pembrook Group, LLC as its financial advisors.  

The debtor proposes to pay Pembrook $15,000 per month for its
services and a $50,000 fee if and when a restructuring
transaction is consummated.

CORAM RESOURCE NETWORK: Court Approves Counsel For Committee
On December 9, 1999, the US Bankruptcy Court for the District of
Delaware entered an order approving the application of the
Official Committee of Unsecured Creditors to employ Obermayer
Rebmann Maxell & Hippell LLP under a general retainer.

CRIIMI MAE: Prepares Final Financing Terms  
Bankruptcy Judge Duncan W. Keir (D. Md.) yesterday granted Criimi
Mae Inc., Rockville, Md., and its affiliates a one-week extension
through Dec. 23 to file their proposed disclosure
statement, according to a newswire report. The company had
requested the extension in order to finalize the terms of a key
component of its amendment plan: recapitalization from Merrill
Lynch Mortgage Capital Inc. and German American Capital Corp.,
two of Criimi Mae's largest secured creditors. The company and
its two affiliates filed chapter 11 on Oct. 5, 1998.

FILENE'S BASEMENT: Hirsch Construction Seeks Relief From Stay
Hirsch Construction Corporation requests relief from the
automatic stay to allow Hirsch to pursue its rights to
compensation from National Press building LLP for labors and
materials supplied by Hirsch for property owned by NPBLP and
leased by Filene's Basement.

Hirsch has a general unsecured claim against the debtor in the
amount of $122,106. Hirsch requests that the automatic stay be
terminated so that it may take the necessary and appropriate
actions to pursue collection from NPBLP and/or the Contractor's
Fund to the extent of the amount due to Hirsch.

FILENE'S BASEMENT: Seeks To Assume and Assign Leasehold Interests
Filene's Basement Corp., and its wholly owned subsidiary,
Filene's Basement, Inc. seek an order authorizing and approving
the assumption, assignment and sale of certain leasehold
interests free and clear of liens, bidding procedures in
connection with such sale, and the form of notice of sale
thereof, limiting service, and establishing cure amounts.

Initially, the debtors decided to close 17 of their stores.  On
November 1, 1999, the court approved the retention of Atlantic
Retail Properties as special real estate consultant to the
debtors for the purpose of marketing and selling the leasehold
interests associated with the Phase I GOB Stores.

The debtors then decided to close an additional 18 stores.  The
court has authorized the sale of the inventory at these stores to
Gordon Brothers, which sales are ongoing.

The debtors request authority to schedule and conduct an auction
on January 12, 2000 commencing at 11:00 AM at the offices of
debtors' counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
PC, One Financial Center, Boston, MA.  The debtors are seeking
authority to retain Keen Realty Consultants Inc. as their agent
for the purpose of marketing and selling the GOB leases.  The GOB
Sales have either concluded or are anticipated to conclude by the
middle of January, 2000.

FLORIDA COAST: Taps Belfint Lyons & Shuman
The debtors, Florida Coast paper Holding Company LLC and its
affiliates seek authority to employ and retain Belfint Lyons &
Shuman PA as accounting consultants for the debtors.  The firm
will perform accounting consulting services in connection with
various year-end and employment issues, including payroll
compliance, trial balances, account analysis and the  issuance of
W-2 forms for employees.  The firm will also provide consulting
services in connection with various pension and 401(k) issues.  
The debtors have agreed to compensate the firm at its normal
hourly rates.  The hourly rates range from $70 -$210 per hour.

FORCENERGY: Motion For Authority To Approve Agreement
The debtors, Forcenergy Inc. and Forcenergy Resources Inc. seek
authority to approve agreement regarding Throughput Charge
(Medema Family Trust) and to assume amended Throughput Agreements
with the Medema Family Trust and SPC LLC.  The Throughput
Agreements pertain to a petroleum and natural gas pipeline
constructed to transfer petroleum and natural gas from reserves
underlying leases in Alaska.  The debtors state that the
agreement is in the best interest of the debtors, as an integral
component of Forcenergy's on-going business strategy is the
continued exploitation of its Alaska properties.  Under the
agreement Forcenergy will continue to pay certain Throughput
Charges accruing on and after June 5, 1997.

FORCENERGY: Motion For Authority To Approve Seismic Contracts
Forcenergy Inc. seeks authority to approve contract amendments
and to assume amended Seismic Contracts with TGS-NOPEC
Geophysical Company, Seismic Exchange Inc. and Diamond
Geophysical Service Corporation.

FORCENERGY: Motion To Substitute Revised Warrant Agreements
The debtors, Forcenergy Inc. and Forcenergy Resources Inc. seek
permission to substitute the Revised Warrant Agreement to be
filed as a part of the debtor's amended plan supplement replacing
the documents currently identified as Exhibits 9 and 17,

FRUIT OF THE LOOM: Moody's Downgrades $1.4B of Debt Securities
Moody's Investors Service downgraded the ratings of Fruit of the Loom,
Inc.  (Fruit) based on the company's weak liquidity position, operating
problems, and high execution risk. The seriousness of the liquidity
situation is b ased on the expected expiry of its covenant waiver under
its current bank facility on January 31, 2000 and the as yet unannounced
financing or finalized contingency plans should the banks fail to grant
further waivers. The ratings also reflect the company 's weak balance
sheet accompanied with high debt levels, as well as its strong market
share, well-known brands, and established retail relationships.

Ratings lowered are:

   * $600 million tranche of its Revolving Credit Facility,
     due 9/19/02, to Caa1 from B1;

   * $60 million term loan due 9/19/02, to Caa1 from B1;

   * 7% debentures, due 2011, to Caa1 from B2;

   * 6.5% senior notes, due 2003; to Caa1 from B2;

   * 7.375% debentures, due 2023 to Caa1 from B2;

   * 8.875% senior notes due 2006, to Ca from B3;

   * senior unsecured shelf registration to (P)Ca from (P)B3;

   * subordinated shelf registration to (P)C from (P)Caa1;

   * preferred stock shelf registration to (P)"c" from (P)"ca";
   * senior implied rating of Fruit of the Loom, Inc. to Ca from B1.

Fruit of the Loom's most significant near term challenge remains one of
maintaining the liquidity and funding to support its upcoming inventory
build. Because the company typically starts to build inventory early in
the year to meet second and third quart er sales which generally account
for 55-60% of annual sales, it is critical that it have in place its
funding for next season as soon as possible. The bank credit agreement
waiver expires on January 31, 2000 and no contingency funding plan has
been comple ted. Further, the banks are parri passu with $425 million of
senior secured public debt issues. Therefore, Moody's expects that there
is a high potential for a Chapter 11 bankruptcy filing.

Fruit of the Loom has experienced significant operating difficulties
during the last 15 months. Additionally, management upheaval has resulted
in the Board of Directors appointing a new Acting Chief Executive Officer
as well as announcing a search for a n ew CEO and new CFO. Lacking
permanent personnel in these key positions at a critical juncture, such as
this, is likely to further handicap the company with its stakeholders such
as customers and lenders and creates high execution risk for any
turnaround p lan. During 1999, Fruit completed a corporate reorganization
by which its subsidiary, Fruit of the Loom, Ltd., (Cayman), a Cayman
Islands company, became Fruit's parent.

Additionally, more recently, the company granted security to holders of
certain debt obligations. As a result of these changes, the seniority and
relative collateral position of various securities was affected. Bank
lenders have a guarantee from Cayman an d from material domestic
subsidiaries as well as liens on the domestic assets of the company and
financial covenants. Holders of the 6.5%, 7%, and 7.375% public debt
issues, enjoy guarantees of material domestic subsidiaries as well as
liens on the domest ic assets and a more limited set of covenants, but do
not have a guaranty of Cayman. The guarantees on these public debt issues
would terminate if ratings became investment grade. The 8.875% note issue
is supported by Cayman and material domestic subsidiary guarantees, but
lacks liens on the assets and has modest covenants relative to the 6.5%,
7% and 7.375% issues. The material domestic subsidiary guarantees
supporting the 8.875% issue would also terminate if ratings became inves
tment grade. The 8.875% debt issue although, guaranteed by Cayman is
effectively subordinated to over $900 million of bank and public debt
issues that hold security in the domestic assets of the firm. The
reorganization and creation of Cayman as a holding company and the
expected transfer of non-domestic operations to be subsidiaries of Cayman
from being subsidiaries of Fruit could result in a shift in profitability
and cash flow from Fruit and the guarantor subsidiaries to non-guarantor
subsidiaries, dep ending on the level of transfer pricing among the
related companies. Accordingly, changes of this nature could potentially
negatively impact credit quality for these debt holders in the future.

Fruit of the Loom, Inc. is the principal operating subsidiary of Fruit of
the Loom, Ltd., a Cayman Islands company, and is headquartered in Chicago,
Illinois. The company is a major producer of underwear, activewear,
jeanswear, and sportswear sold under a variety of brand names including
Fruit of the Loom, BVD, Gitano and Pro Player.

GENESIS DIRECT: Application To Retain Gruppo, Levey
The debtors, Genesis Direct, Inc., et al. seek to retain and
employ Gruppo, Levey & Co.("GLC") in connection with the proposed
sales of the debtors' and Voyager Collection
businesses.  Gruppo, Levey is an investment banking firm that
specializes in advising and selling catalog related businesses.

GLC is being hired to assist in marketing these businesses.  GLC
shall be engaged as the exclusive financial advisor until
February 28, 2000 in connection with negotiations with various
entities.  GLC has requested that the debtors pay GLC an
aggregate transaction fee equal to the greater of 2.5% of the
Aggregate Transaction Value, or $250,000 if a sale of the
business is consummated with one of the entitles listed on the
Retention Agreement.

ICO GLOBAL: Final Approval To $500 Million Rescue Package
Aviation Week & Space Technology reports on December 13, 1999
that a U.S. Bankruptcy Court has granted final approval to a
$500-million rescue package developed by a group of international
investors and intended to enable ICO Global Communications to
emerge from Chapter 11 protection.

The financing will be provided by a group led by Craig McCaw,
chairman of Teledesic LLC, and Subhash Chandra, chairman of
Indian TV conglomerate Essel Group.  Under an agreement between
the two made public last week, McCaw will provide up to 62% of
the equity funding required for refinancing of the global
satellite telephone system and Chandra up to 38%.

The McCaw-led team filed a proposal on Oct. 31 in association
with Teledesic and Eagle River Investments, an affiliated
company, to lead a group of ICO investors in providing the $ 500-
million package (AW&ST Nov. 8, p. 53). The package includes $ 225
million in debtor-in-possession financing and $ 275 million in
additional equity funding to be finalized by the end of January.
An initial $ 150 million of debtor-in-possession financing was
approved by the court on Nov. 9.

McCaw, Chandra and their partners also agreed to underwrite the
$700 million in additional funding needed for ICO to emerge from
bankruptcy, if this financing is not provided by other investors.
This portion of the refinancing plan, to be completed by June 30,
will be open to participation by ICO's existing creditors and
shareholders. If none accepts the offer, McCaw and his affiliated
companies will end up with 46% of ICO and Chandra 28%.

The total amount, $ 1.2 billion, will be sufficient to ensure
completion of the 10-satellite medium-Earth orbit network and
provide working capital up to the beginning of the service in the
second quarter of 2001.

The first satellite is scheduled to be launched in late January
or early February, probably on a Sea Launch booster.

JITNEY JUNGLE: Change of Venue
The Advocate (Baton Rouge, LA.) reports on December 16, 1999 that
the $660 million Chapter 11 bankruptcy filing by Jitney Jungle
Stores of America Inc., the owner of Delchamps Food Stores and
other retail operations, will be held in a New Orleans courtroom
after the company's creditors asked for it to be moved from
Wilmington, Del., where the company is chartered.

CEO Ron Johnson said his company agreed to the change in venue
because most of its creditors are from the South.

Jitney Jungle's debt began to grow in 1995 when it acquired $200
million in debt after New York investment firm Bruckmann, Rosser,
Sherrill and Co. bought a majority of the company. The company
took on another $200 million in debt in 1997 when it bought
Alabama-based Delchamps.

Since then the company has borrowed another $200 million to build
new stores and buy new products.

JUMBOSPORTS: Motion For Authority To Sell Real Property
The debtors, JumbSports, Inc. and its affiliates seek authority
to sell real property located in Dallas, Texas (North) to Seitz
Group, Inc.

The property is located at 3500 Preston Road, City of Plano,
County of Collin, State of Texas.  The debtor is currently
conducting a going-out-of-business sale at its sporting goods
store located on the real property.  The debtor anticipates that
the sale will be completed on or before January 15, 2000.  The
total purchase price for the rela property including the existing
building and improvements is $4.6 million.

JUST FOR FEET: Committee Taps PricewaterhouseCoopers
The Official Committee of Unsecured Creditors of Just For Feet,
Inc., et al. applied for authority to retain
PricewaterhouseCoopers, LLP as its accountants and financial

The firm will provide the following services:

Attend the meetings and all telephone conference calls of the

Review financial information furnished by the debtor to the

Confer with the debtor's management, counsel and financial

Review the debtor's schedules and statement of affairs;

Report to the Committee as to the ramifications of the debtor's
business activities;

Prepare various wok product and reports to the Committee;

Provide the Committee with financial and accounting expertise in
relation to the case;

Assist the Committee's counsel with offers to sell the debtor's
inventory, leases and other assets;

Assist the Committee in negotiations with the debtor and other
parties-in-interest on a plan of reorganization.

JUST FOR FEET: Motion To Schedule Auction
The debtors, Just For Feet, Inc., et al. seek authority to
schedule an auction for the sale of the debtors' leasehold
interests in certain non-residential real properties.

The debtors are currently conducting store closing sales in 83
specialty stores and 37 superstores.  The debtors retained Gordon
Brothers Retail Partners LLC to conduct the closing sales for the
83 specialty stores, and Universal Geneva Liquidation Services to
conduct the closing sales for the 37 superstores. Gordon Brothers
has the right to conduct the closing sales in the specialty
stores until January 31, 2000 and Universal has the right to
conduct the closing sales at the superstores until February 29,
2000.  The debtors have retained Keen Realty Consulting to assist
them in marketing the leases for the closing stores.

The debtors request authorization to schedule and conduct an
auction for the leases on January 24, 1999 at 11:00 AM.  In
addition, the debtors request that the court approve the terms
and conditions of the auction.  The auction shall take place at
the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, 25th
Floor, New York, NY 10153.

JUST FOR FEET: Seeks To Reject 11 Unexpired Leases
The debtors, Just For Feet, Inc., et al. seek authority to reject
11 unexpired leases of nonresidential real property.

Based on an analysis performed by Keen Realty Consulting, Inc.
the debtors request that the court approve the rejection of
leases covering 11 stores.  The debtors have determined that it
is unlikely that the leases have value to a third party since the
rent due is at least equal to current market rates.

The stores are located at:
Marley Station, Glen Burnie, MD.
Metro North Mall, Kansas City, MO
Lakeforest Mall, Gaithersburg, MD
Randal Park Mall, Cuyahoga, OH
Eastgate Shopping Center, Roseville, MI
Metro North Mall, Kansas City MO
South Station, Swift Creek, NC
Mac Arthur Center, Norfolk, VA
Irondequoit Mall, Rochester, NY
Iverson Mall, Hillcrest Heights, MD
Mondawmin Mall, Baltimore, MD

LOEWEN: Announces Sales
Loewen Group Inc. said on December 15, 1999 that it plans to
sell up to 201 funeral homes and 170 cemeteries in the United
States as part of its plan to emerge from bankruptcy. Loewen also
is considering selling or restructuring 54 additional properties.
The Vancouver-based funeral services company filed for Chapter 11
bankruptcy protection in June. (Dow Jones News)

LONDON FOG: Needs Court Approval For $3M Customs Bond
The debtors, London Fog Industries, Inc., et al. seek court
authority to obtain a customs bond in an amount up to $3 million,
to provide a letter of credit to Avalon Risk Management Inc. as
security therefor and to enter into an agreement with Avalon and
Kuehne & Nagel, Inc., the debtors' customs broker, reflecting the
terms upon which the bond will be issued and may be drawn.

The debtors have an urgent need to obtain approval of the
agreement because the debtors' current customs bond, underwritten
by Intercargo Insurance Company expired on December 9, 1999.  As
a result of the bankruptcy, Intercargo was unwilling to issue a
new bond in favor of the debtors.  The bond proposed by Avalon is
the best available under the circumstances.  Avalon has also
agreed to provide the debtors with two additional surety bonds as
set forth in the agreement, in an amount in any individual case,
of up to $50,000.

MONDI OF AMERICA: Authority To Schedule Auction
The US Bankruptcy Court of the District of Delaware entered an
order on December 3, 1999 authorizing and scheduling an auction
for the sale of the debtors' leasehold interests in certain non-
residential real properties, approving terms and conditions of
such auction, including bidding protections and establishing cure

The auction will be held on December 17, 1999 at 11:00 AM at the
offices of Schulte Roth & Zabel LLP, 900 Third Avenue, 23rd
Floor, New York, NY.

The court will conduct a hearing to approve the assumption and
assignment of those leases sold at the auction on January 4, 2000
at 4:00 PM.

MONDI OF AMERICA: Rodeo Collections Objects To Lease Rejection
Rodeo Collection Ltd., Landlord, objects to the debtors' pending
motion for an order authorizing debtors to reject a certain lease
covering the premises located at 413 N., Rodeo Drive, Beverly
Hills, CA. The Landlord is specifically concerned that the date
of rejection be a date that is ordered by the court rather than
that chosen by the tenant.  

MOUNT AIRY LODGE: To Be Sold In Bankruptcy Court on May 10
Mount Airy Lodge and its sister resorts will be sold May 10 in
bankruptcy court, under a new loan agreement.

As part of the deal, the Los Angeles investment company holding
the $29 million mortgage on Mount Airy will provide $1 million
more to keep the resort in operation until the sale. The company
earlier agreed to keep the resort open through the end of the

Oaktree Capital Management agreed in bankruptcy court late
Wednesday afternoon not to sell Mount Airy Lodge at a sheriff's
sale that had been scheduled for March 30 in Monroe County Court.
Lawyers said the resort should net more in bankruptcy court than
at a sheriff's sale.

Oaktree, which had bought Mount Airy's loans from PNC Bank in the
early 1990s, started foreclosure proceedings in July against
Mount Airy, Strickland's Mountain Inn and Pocono Garden Lodge. A
court-appointed company was named to run the resort and the
investors sought permission to close it.

The three resorts filed for Chapter 11 bankruptcy protection from
creditors Nov. 8, hours after the funeral of Mount Airy Lodge
president Emil Wagner, 77, who committed suicide Nov. 3 as
creditors were closing in.

Wagner left his majority ownership in the resort to Hana Danko,
the resort's beverage manager and his personal assistant. The
remaining shares in the resort are owned by the Martens family.

Bankruptcy lawyer Brian Manning said all parties have agreed to
have the resort sold May 10. A broker will be chosen next week to
advertise the resort, and it will continue to be operated by
Hostmark Management Group of Chicago, he said.

Mount Airy Lodge, one of the oldest and most famous Pocono
Mountain resorts and one of the area's largest employers, grosses
about $25 million annually. But, it listed more than $46 million
in debts to 400 creditors.

In its glory days, Mount Airy lured thousands from New York City,
a 90-minute drive away. It offered mountain air, golf, horseback
riding and nightclub acts that also fueled nearby Catskill
Mountain resorts. But the traffic slowed due to competition from
Atlantic City casinos and cruise ships, along with cheaper
travel to the Caribbean.

NEXTWAVE: Announces $1.6 Billion of Investments and Partnerships
NextWave Telecom Inc. today announced that it has entered into
significant financial and strategic agreements moving it closer
to its goal of deploying the first state-of-the-art wireless
telecommunications network specifically designed to provide next-
generation wireless services. Total new equity investments in
NextWave amount to over $1.6 billion from key investors including
Global Crossing Ltd. (Nasdaq: GBLX), Liberty Media Corporation
(NYSE: LMG.A and LMG.B), Pacific Capital Group and Texas Pacific

"NextWave is extraordinarily pleased to announce that this
impressive group of blue chip companies and investors has chosen
to join NextWave to build the most advanced IP-based third
generation wireless telecommunications network," said Allen
Salmasi, NextWave's Chairman and Chief Executive Officer. "These
companies are among the most innovative and sophisticated telecom
companies and investment firms in America, with a broad range of
experience in telecommunications financing, network deployment
and operations, information technology, Internet media and
content, web hosting services, and e-commerce. We could not have
assembled a better team."

NextWave also announced a strategic services agreement with
Global Crossing. The strategic services agreement makes Global
Crossing the preferred provider of backhaul, long distance
backbone, web-hosting, and other communications services
to NextWave.

NextWave also announced that it is modifying its plan of
reorganization, which is now pending before the Bankruptcy Court
for the Southern District of New York, to reflect the agreements
announced today. As modified, the plan would leave the Federal
Communications Commission's (the "FCC's") claim against
NextWave unimpaired. A confirmation hearing has been scheduled
for January 5, 2000, subject to receipt of either the opinion of
the Second Circuit or an order from the Second Circuit allowing
confirmation to proceed.

"The convergence of wireless and Internet services and the recent
mega-mergers, acquisitions and joint ventures in the wireless
sector have made these new financing relationships possible for
us, creating an opportunity for NextWave to implement its
business plan immediately," said Mr. Salmasi. "The modified plan
of reorganization preserves everyone's legal rights, including
the FCC's, and requires no waivers of the FCC's Designated Entity
rules for any of the investors, making it a win-win' for all
parties. In fact, NextWave is fully committed to supporting the
governmental and private sector initiatives to bridge the
"Digital Divide" and provide wireless Internet Access to
underserved communities of our country," continued Salmasi.

Today's filing also modifies the treatment of general unsecured
creditors under NextWave's reorganization plan. "Many of these
claims belong to small and medium-sized companies, including
minority and women-owned businesses, who stood with us during
NextWave's earliest days," Mr. Salmasi said. Under the modified
plan, such creditors are entitled to cash payment of the full
amount of their allowed claims. Mr. Salmasi continued, "In ways
that can't be measured in dollars and cents, that modification
provides me the greatest amount of satisfaction."

NextWave's Plan of Reorganization gives birth to one of the most
technologically advanced IP-based packet-switched third
generation wireless networks in the world that will result in the
continued leadership of the United States in the broadband
telecommunications arena. This was the original premise behind
the creation of the entrepreneurs' block of the spectrum by the
United States Congress and the FCC.

David Friedman, of Kasowitz, Benson, Torres & Friedman, who is
counsel to the Official Creditors Committee of NextWave,
underscored the Committee's support for rapid confirmation of
NextWave's modified reorganization plan. "The Committee strongly
endorses the modified plan NextWave has filed today. Obviously,
with this kind of strategic backing, the Company's modified plan
has an excellent chance of succeeding in the marketplace. Given
that the plan now preserves the government's interest, it appears
there should be no obstacles to NextWave moving rapidly through
the confirmation process with the support of all constituencies."

NextWave Telecom, Inc. ( was organized in
1995 as a leading provider of wireless high-speed Internet access
and voice communications services to the consumer and business
market on a nationwide basis. NextWave holds a total of 95 PCS
licenses, covering more than 166 million POPs coast to coast,
that include all top 10 U.S. markets, 28 of the top 30 markets,
and 40 of the top 50 markets. NextWave's carriers' carrier
strategy will allow existing carriers and new service providers
to market NextWave's network services through wholesale airtime
arrangements offered by the company. In September 1999,
NextWave announced that over 99% of voting creditors and
shareholders have expressed approval of its Plan of
Reorganization. Other major investors include CIBC, Loews
Corporation, BFD Equity Associates, Bay Harbour Management,
Joseph Littlejohn & Levy, Resurgence Asset Management LLC and
other major financial institutions.

PLANET HOLLYWOOD: Creditor Wilroad Associates Files Objections
Creditor Wilroad Associates Limited Partnership, a Florida
Limited Partnership files its limited opposition to the motion
for an order extending the debtors' time to assume or reject
unexpired leases of nonresidential real property.

The creditor states that the lease is not on the list of leases
subject to the motion to extend and that the debtors have been
proceeding as if the lease does not exist.  The creditor states
that the debtor has failed to pay pre-petition rent in the amount
of $65,921 and post-petition rent in the estimated amount of
$288,715. Wilroad requests that the court deny approval of the
motion to extend.

Wilroad Associates Limited Partnership objects to the Disclosure
Statement filed by Planet Hollywood International, Inc.  The
creditor complains that the Disclosure statement makes no mention
of the retail lease or of the fact that Planet Hollywood Region
VII has failed to stay current on post-petition rent.

PLUMA INC: Order Approves Rejection of ADT Contract
The debtor, Pluma Inc. is authorized to reject executory
contracts with ADT Security Systems, Inc. and Entergy Security.
Both companies provide for certain security services at the
debtor's facilities.

The court also authorized rejection of leases with North Bowles
Partnership, covering a lease at 229 Holly Drive, unexpired
equipment leases from Crown Credit Company, a lease with Ahmad T.
Haq, MD, PC covering a facility located at 26 Broad Street,
Martinsville, Virginia and an unexpired lease with Badgett &
Hauser Development Corporation covering a facility located at 223
Boulevard Street, Eden North Carolina.

PREMIER SALONS: Seeks Time To File Schedules and Assets
The debtors, Premier Salons International, Inc., et al. and the
office of the United States Trustee concur in requesting
additional time to file schedules of assets and liabilities ,
statement of financial affairs, schedule of executory contracts
and unexpired leases, and lists of equity security holders until
December 17, 1999.  The debtors state that the collection of
information for the schedules and statements is requiring an
expenditure of substantial time and effort on the part of the

SHOE CORP: Seeks Order Authorizing Use of Cash Collateral
Shoe Corporation of America, Inc., debtor seeks an order
authorizing the debtor's use of cash collateral.  The debtor
believes the aggregate balance owing Lenders as of the Filing
Date was approximately $37,148,000.  The debtor will need funds
to maintain its business operations after December 31, 1999.

TALK AMERICA: Order Authorizes Employ Of Special Counsel
The US Bankruptcy Court for the District of Maine entered an
order authorizing the employ of Jonathan Emord, Esq., Claudia-
Lewis-Eng, Esq., Eleanor A. Kolton, Esq. And the firm of Emord &
Associates PC as special counsel.  The fees for said special
counsel in excess of $25,000 must be approved by the court.

TRANSTEXAS GAS: Jack Stanley's Empire
Platt's Oilgram News reported on November 8, 1999 that
the massive $ 3.5-bil bankruptcy case of maverick Texas oilman
John R. (Jack) Stanley's TransAmerican Energy empire is rolling
toward a resolution.

Creditors are expected to get pennies on the dollar for their
claims. But Stanley would retain 20% control of his surviving
TransTexas Gas, a $ 3-mil golden parachute contract and warrants
that would let him regain control of E&P arm TransTexas.

Prior to TransTexas' Chapter 11 bankruptcy filing in April,
Stanley held 81.4% of TransTexas stock, and 100% of parent
TransAmerican Energy, through a series of other private holding
companies that have not been brought into the bankruptcy.

The actual magnitude of the economic loss on the TransAmerican
case, the third big Chapter 11 involving Stanley companies in 25
years, is difficult to determine. Almost half the total
liabilities, or some $ 1.5-bil, is intra-company debt owed by
TransTexas or other units to parent TransAmerican Energy (TEC).  
TransTexas would survive. But TEC and TEC's 89%-owned
TransAmerican Refining Corp, which has an indirect 30% stake in
what is now the Orion refinery at Norco, Louisiana, will be

The public holders of $ 1.6-bil of secured TEC bonds will get
$200-mil of new 15% TransTexas secured notes, the refinery
interests, $ 300-mil of preferred stock and most of TransTexas'
new common. But TransTexas admits the new securities, except for
the notes, have "nominal or no value."

Trust Company of the West, which became Stanley's defacto partner
by taking effective control of the refinery in a recapitalization
of the plant last year, comes through unscathed on its secured $
56-mil TransTexas production payment claim on Galveston Bay gas

Only a smattering of cash will be paid out in the proposed
reorganization. The $ 8-mil of unpaid royalty owners would get
only 40 cents on the dollar. Even trade creditors secured by
liens say they would get only about 20 cents on the dollar, since
they would be lumped in with $ 100-mil or so of general unsecured

Those unsecured claims would get just $ 30-mil of cash supplied
not by TransTexas, but rather by the new bondholders, who are
offering that "gift" to other creditors as part of a settlement
that prevents their own claims from being challenged in court.

Lawyers for the TransTexas unsecured creditors committee,
threatened at one point to sue over the myriad of Stanley's
intra-company deals, but ultimately agreed to a nominal

The reorganization plan would saddle TransTexas with more than
$ 300-mil in debt and production payments, including $ 200-mil in
15% five-year notes collateralized by nearly all its roughly $
350-mil of assets.

As of Jan 31, 2000, TransTexas is projected to have $ 3-mil of
negative net worth. In its first full year out of bankruptcy,
ending Jan 31, 2001, it is projected to lose $ 22-mil on $ 178-
mil of revenues, including $ 45-mil of interest expense.

The plan claims TransTexas will be back in the black in its
second full year, earning $ 26-mil on $ 185-mil of revenues,
despite another $ 39-mil of interest costs. That assumes
TransTexas can drill its way out of debt and grow
production with capital spending of $ 51-mil this fiscal year
and $ 58-mil in fiscal 2001. That would be barely one-fourth its
spending rate in fiscal 1999. In the first half of this year,
however, TransTexas had only one discovery in four exploration

The seeming success of TransTexas' past drilling results has
turned out to have been vastly over-stated in prior financial
reports, the plan shows. From almost 1 Tcfe of proved reserves in
February 1997, TransTexas has had to take downward revisions of
some 300 Bcfe, more than wiping out its reserve additions in that
time. Its sale of another 650 Bcfe of reserves and production of
more than 100 Bcfe left it with a mere 161 Bcfe at Feb 1, 1999,
with proved developed reserves only 120 Bcfe.

Despite his track record, Stanley's employment agreement would
pay him $ 300,000 a year and 300,000 warrants per year to buy new
common stock at $ 15/share. He gets $ 3-mil if the pact is
terminated by TransTexas' yet-to-be-identified new board "without
cause," and $ 1.5-mil even if terminated "for cause."

Stanley would emerge from the bankruptcy with 247,500 share of
TransTexas' new common, or 19.8% control. And he would get more
than 515,000 warrants to buy more stock at $ 120/share. Combined
with the other warrants he would earn, he would be in position to
again own some 62% of TransTexas' common equity for about $ 70-

Control of the company will initially remain in the hands of its
new senior preferred shareholders (led by the old TEC
bondholders), who will be able to elect four of five directors.
Stanley can elect one. If the 20% preferred dividends are in
arrears after two years, those holders can elect all five
directors. But the senior preferred can be redeemed at as little
as 88% of its $ 220-mil face value if the secured notes are
retired (refinanced).

Such provisions enabled Stanley to regain full control of
TransAmerican after its last trip through bankruptcy court in the
1980s. Odds are the determined Stanley could once again control
the company.

TRANSTEXAS GAS: Seeks Approval of Ramirez Compromise
The debtors, Transtexas Gas Corporation, et al. seek an order
approving a compromise and settlement with Leon O. Ramirez
individually and as trustee of the Leon O. Ramirez trust, and
authorizing the debtor to pay certain pre-petition royalties.

TransTexas agrees to pay to Ramirez and Ramirez as Trustee the
totally amount of $964,881, which is pre-petition royalties held
by TransTexas in suspense for the interests of Ramirez and
Ramirez as Trustee under the Lease plus interest, until paid in

TRISM INC: Motion For Authority To Reject Certain Leases
The debtors, Trism, Inc., et al. applied for an order authorizing
the debtors to reject certain non-residential real property

The debtors lease property throughout the United States, which is
used as yards to store, transfer and consolidate cargo for the
benefit of their customers.  The debtors have determined that it
is in the best interests of their estates to reject the following
property leases, in that maintaining yards in these areas is no
longer cost efficient.

475 Lewiston Road Grovetown , Georgia
5409 Byron Hot Springs Road Byron, CA
3777 Jackson Ave., Tulsa OK 74101
R3 Box 279 Sherman, TX


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,
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