TCR_Public/980120.MBX   T R O U B L E D  C O M P A N Y   R E P O R T E R

     Tuesday, January 20, 1998, Vol. 2, No. 13

2 CONNECT: Announces Board Appointments
AMERICAN SHIPYARD: Attracts Two Prospective Buyers
BUSSE BROADCASTING: Being Purchased by Gray Communications

CAMPO ELECTRONICS: Files 10-Q with the SEC
CAJUN ELECRIC: Louisiana Generating Improves Cajun Rates
EXCALIBUR FINANCIAL: Debtors' Professional List Grows
EXCALIBUR FINANCIAL: Emergency Motion for Office Space
FLAGSTAR: CKE will acquire more Hardee's for $415 Million

GENERAL WIRELESS: Sued by Hyundai Electronics For $50M
LOUISE'S TRATTORIA: Bar Date for Administrative Claims
MARVEL ENTERTAINMENT: Six Potential Suitors Emerge
MEDNET: Order Concerning Trading in Mednet Securities
MONTGOMERY WARD: ValueVision and Ward Complete Agreement

OLD AMERICA: Limited Objection to Motion for Sale
PEGASUS-GOLD: To Reorganize Under Chapter 11
POCKET: Order Authorizes Employ of Chadbourne & Parke

POCKET: Hearing on Election of FCC Options
PHOENIX INFORMATION: Equity Seeks to Employ Counsel
QUADRAX: May Be Forced to File for Bankruptcy
RDM: Seeks DIP Pact Extension, Property Sale Okay
REEVES INDUSTRIES: Disclosure Statement Approved

SMITH TECHNOLOGY: Committee's Objection to Borrow Funds
THE WIZ: Bids From 2 Suitors
US ONE COMMUNICATIONS: Asks to Reject Sturges' Employment


2 CONNECT: Announces Board Appointments
2Connect Express, Inc. (OTC Bulletin Board: CNTCU) today
announced the appointment of two members of its Board of
Directors to expanded roles.

John R. Isaac, Jr. has been appointed interim Chairman of
the Board. Isaac has served over 34 years in the retail
industry, most recently as President and CEO of Thorn
Americas, the largest rent-to-own retailer in the
U.S.  Previously, Mr. Isaac held senior executive management
positions with Value Merchants, Inc., Heck's, Service
Merchandise Corporation, Duty Free Shoppes and Federated
Department Stores.  Currently, Mr. Isaac serves on the
Board of Directors of Hallwood Consolidated Energy, CCH
Health and Idea's, Inc.

Bruce S. Foerster has been named Special Assistant to the
President and Chairman of a newly formed Investor Committee
of the Board of Directors. Foerster will work with
management and the Board of Directors in the solicitation of
prospective investors in 2Connect.  Mr. Foerster is
currently President and CEO of South Beach Capital Markets
Advisory Corporation, a firm that he founded in 1995.  
Previously, Mr. Foerster had served as Managing
Director for several investment banking firms in New York.  
Currently, Mr. Foerster is a lecturer on investment banking
at the University of Florida and serves on the Board of
Directors for Aurora Capital, Inc., Mako Marine
International, Inc., the Philadelphia Stock Exchange, and
Pilgrim America Investments, Inc.

2Connect Express, Inc. is a specialty retailer and direct,
consultative marketer of communications related products and
services, including internet; cellular, paging, telephones,
and telephone systems.  2Connect is an independent retailer
and direct sales provider offering one-stop shopping for
communications related products and services to the
individual and business community.  2Connect currently
operates five stores in South Florida. 2Connect
Express, Inc. is a debtor-in-possession following the filing
of a voluntary petition of bankruptcy under Chapter 11 of
the U.S. Bankruptcy Code on January 12, 1998.

The Arizona Republic reported on January 17, 1998 that
America West Holdings Corp., parent of America West
Airlines, said it repurchased $20 million of its outstanding
common stock and warrants.  The Tempe-based airline said it
bought the securities in a private deal with Mesa Air Group
Inc., parent of regional carrier Mesa Airlines, and in the
open market.

Companies typically buy back shares when they feel their
stock is undervalued. America West has repurchased more than
$75 million of its stock in the past two years.

The deal with Mesa, which is due to officially close next
week, liquidates the New Mexico company's investment in
America West. It acquired the stake in 1994 as part of
America West's bankruptcy reorganization. America West said
the airlines will continue their agreement under which Mesa
operates America West Express commuter flights.

AMERICAN SHIPYARD: Attracts Two Prospective Buyers
The Providence Journal reported on 01/16/98 that American
Shipyard, in Newport, which presented a plan in federal
court yesterday to get out of bankruptcy, has attracted
interest from two prospective buyers.

The operation is beginning to rebound from the management
and financial troubles that forced it to file for Chapter 11
reorganization in May 1996. The shipyard recently landed a
$650,000 contract to repair and overhaul a derrick barge for
the U.S. Army. And last week, the company received a
$100,000 contract to repair a ferry.

"It's profitable, it's doing very well, it's attracting new
work, so it's time," said Stephen Gray, the court-appointed
trustee for American Shipyard, in an interview last month.
"Bankruptcy is not a place to live. It's a place to
provide an opportunity to rehabilitate the business."

The plan to pull the company out of bankruptcy, outlined
yesterday in U.S. Bankruptcy Court, includes a call for
canceling the existing stock and then issuing new stock to
the company's unsecured creditors, who are owed $3

In effect, those creditors would assume the shipyard's debt
in exchange for the company's stock. To date, efforts to
sell the shipyard outright have been unsuccessful.  The new
approach is designed to sweeten the pot because prospective
new owners could buy the stock - instead of the hard assets
of the shipyard - at a more reasonable price.

"People now see that there is a way to acquire the company
without outlaying a large amount of cash," said Harry
Murphy, who represents Gray.  Under this plan, the new
owners would not be required to immediately pay off
the existing mortgages and city property taxes. The
reorganization proposal would include a plan to pay off
those secured creditors over time.

The shipyard's major secured creditor, Participation
Services of Providence, is owed more than $3.5 million on a
mortgage. Andrew Richardson, the lawyer for the unsecured
creditors, told Judge Arthur Votolato yesterday that two
potential buyers have come forward, and that both of their
offers assume that the current reorganization will be
accepted by the court. Although he would not name the
potential buyers, Richardson said at least one of those
parties has expressed an interest before.

The creditors would ultimately decide whether they want to
keep the stock or accept cash payouts from an outside buyer.
During the transition period, Henry Nardone, who agreed to
serve as interim chief executive officer at Gray's request,
would stay on in his current capacity. Former shipyard
President Kreso Bezmalinovic stepped down in June 1996, amid
requests from employees to appoint a trustee to get the
operation back on course. Last summer, he was convicted on
federal fraud and conspiracy charges involving asbestos-
removal companies he ran in New York and New Jersey.

The sole stockholder in the original shipyard was
Bezmalinovic's wife, Nerina, but she has no role in the
latest plan.  Judge Votolato set a deadline of Feb. 13 by
which all interested buyers must submit their offers. The
reorganization plan must be revised by March 6, and
another hearing will be held in bankruptcy court on
March 30.

Net sales for the quarter ended November 30, 1997 were $23.6
million, a decrease of $5.7 million, or 19%, from net sales
of $29.3 for the quarter ended November 30, 1996. Net sales
for the six months ended November 30, 1997 were $45.9
million, a decrease of $9.5 million, or 17%, from net sales
of $55.4 million for the six months ended November 30, 1996.
The decreases were primarily the result of the closure of 48
stores during fiscal 1997 and two in fiscal 1998. Comparable
store sales (those open for the same period in both the
current and preceding years), increased 2% for the six
months ended November 30, 1997 versus the same period from
the prior year.

Selling, general and administrative expenses were $11.6
million, a decrease of $2.8 million, or 19%, from the prior
year quarter, primarily due to a decrease of approximately
$1.1 million, or 52% in advertising expense and the
closure of 48 stores during fiscal 1997. Selling, general
and administrative expenses as a percentage of net sales
were 49% for both the quarter ended November 30, 1997 and
the quarter ended November 30, 1996.

Selling, general and administrative expenses were $22.1
million, a decrease of $4.9 million, or 18% from the prior
year six month period. Selling, general and administrative
expenses as a percentage of net sales decreased to 48% for
the six months ended November 30, 1997 from 49% for the six
months ended November 30, 1996. The decrease as a percentage
of net sales is attributable to a combination of a decrease
of approximately $2.5 million, or 64% in advertising expense
and store closures, offset by the decrease in net sales.

The Company reported cash flow provided by operating
activities of approximately $12.7 million for the six months
ended November 30, 1997, as compared to cash flow used by
operating activities of approximately $2.7 million
for the comparable period last year. The increase in cash
flow from operating activities during the current year is
primarily due to a decrease of $7.9 million in inventory
which resulted from the liquidation of aged, slow-moving
inventory and the increase of $5.9 million in trade accounts
payable as a result of the Trade DIP Financing Agreement.

Additionally, the Company paid approximately $2.3 million of
finance fees during the first quarter of the prior
year in connection with the termination of an accounts
receivable securitization facility and the amendment of the
Company's revolving credit agreement.

As of November 30, 1997, the Company had $19.6 million of
cash and cash equivalents as a result of the Chapter 11
filing and the prohibition on payments of prepetition debt.

Approximately $5.2 million of the Company's cash and cash
equivalents at November 30, 1997, was restricted pursuant to
the terms of the Cash Stipulation. Additionally, $2.0
million of the Company's cash and cash equivalents at
November 30, 1997 was restricted pursuant to the terms of
the Trade DIP Financing Agreement.

A full-text copy of the filing is available via the Internet

BUSSE BROADCASTING: Being Purchased by Gray Communications
The Atlanta Journal/Constitution reported on January 16,
1998 that Gray Communications Systems Inc. announced
Thursday that it has signed a letter of intent to buy a
Michigan company controlling three VHF television
stations for $112 million in cash and assumed debt.

The purchase will give the Albany-based diversified media
company entry into the television market in the Midwest.
Gray is buying Busse Broadcasting Corp., which is controlled
by SSP Inc., general partner of South Street Investment
Funds. Busse Broadcasting owns Nebraska CBS affiliates KOLN
in Lincoln and KGIN-TV in Grand Island, and WEAU-
TV, an NBC affiliate in Eau Claire, Wis.

"While these stations are not in the Southeastern U.S., they
serve fast-growing markets, each with a strong local economy
and significant collegiate presence," said J. Mack Robinson,
Gray's president and chief executive. Lincoln is the home of
the University of Nebraska, Eau Claire a branch of the
University of Wisconsin.

Based in Kalamazoo, Mich., Busse filed for Chapter 11
bankruptcy protection in 1995. Under its reorganization
plan, SSP assumed control of 97 percent of Busse's stock.

CAMPO ELECTRONICS: Files 10-Q with the SEC
Net sales for the three months ended November 30, 1997
decreased  42.4% to $37.9 million compared to $65.8 million
for the same period in 1996. Comparable retail store sales
for the three  months ended November 30, 1997 decreased by
22.9%.  The decline in sales reflects the combined impact  
of the general weakness in the retail consumer electronics
industry, increased competition in many of the Company's
principal markets, a  slowdown  in the development of  new  
products  in  consumer electronic categories  and  reduced
spending levels of consumers  for non-essential goods due to
record high debt levels.

Net  loss before income taxes and reorganization items for
the three months ended November 30, 1997 and November 30,
1996 were $810,000 and $1,300,000,  respectively.   The net
loss was lower in 1997 due primarily to a significant
increase  in  the  gross margin percent,  which  was  
partially  offset  by an increase in selling, general  and  
administrative  expenses and interest  expense  as  a   
percentage of sales. Net loss  before income taxes and
reorganization items also included a $103,000 gain on sale
of fixed assets in 1997 compared to a $51,000 loss on  sale
of  fixed  assets  in  1996.   Net  loss  (after  income  
taxes and reorganization items) for the three months ended
November 30, 1997 and  November  30,  1996  were $965,000
and $806,000, respectively.

Following the filing of its Chapter 11 petition on June 4,
1997, the Company closed nine stores and one distribution
center in July 1997.  It also had previously closed two  
stores in January 1997.  The Shreveport, Louisiana warehouse
was closed subsequent to year-end in October  1997.  
Inventory at the Shreveport warehouse was moved to a smaller
warehouse leased  beginning in October 1997 that is adjacent
to the Company's remaining  warehouse  located in Harahan,

Gross profit for the three months ended November 30, 1997
was $9.0  million or 23.8% of net sales  as compared to
$12.9 million, or 19.6% of net sales for the comparable  
period in  the prior year. Selling, general and  
administrative expenses were $9.4  million or 24.9% of net
sales for the three months ended  November 30,  1997  as
compared to $13.8 million, or 21.0% of net sales for the
comparable period in the prior year. The Company has also
obtained debtor in possession ("DIP") financing from two of
its floor plan lenders in the form of a $3 million  line  of  
credit which had an outstanding balance of $1,778,630  at  
November 30, 1997.

A full-text copy of the filing is available via the Internet

CAJUN ELECRIC: Louisiana Generating Improves Rate Proposal
In its bid for the non-nuclear assets of Cajun Electric
Power Cooperative, Louisiana Generating amended its
rate proposal Thursday, giving Cajun's member cooperatives
the flexibility to choose from several options.

Cajun's court-appointed bankruptcy trustee, Ralph R. Mabey,
who has endorsed Louisiana Generating's proposal within his
reorganization plan, filed the amended Chapter 11 plan in
the U.S. Bankruptcy Court of the Middle District of
Louisiana. Thursday was the court-appointed deadline for the
bidders to file plan amendments.

Louisiana Generating is one of three bidders competing for
the non-nuclear assets of Cajun, which sought bankruptcy
protection in December 1994 after an ill-fated investment in
the River Bend nuclear power plant near St. Francisville,
La. Louisiana Generating is made up of three partners   
Southern Company (NYSE: SO), NRG Energy Inc. and Zeigler
Coal Holding Company (NYSE: ZEI).

"We modified our rate path so that it is even better for
Cajun's member cooperatives and their retail customers in
Louisiana," said Michael O'Sullivan, NRG's representative
for Louisiana Generating.

Cajun the seventh-largest utility cooperative in the United
States with 1,683 megawatts of non-nuclear generation   
produces and sells electricity to a group of 12 distribution
cooperatives that deliver power to more than 1 million
people in Louisiana.

Louisiana Generating is offering co-ops the option to pay
fuel charges based on either a fixed fuel charge formula
with a flat rate for five years or a methodology that
incorporates actual fuel costs. In years following the five-
year fixed rate period, each member co-op, regardless of
what option the member initially selects, will have the
right to pay fuel charges based on fixed fuel schedules then
offered by Louisiana Generating.

In addition, Louisiana Generating is giving member co-ops
the option to choose between a demand charge that will
fluctuate based on cost-of-living indexes and a demand
charge that is fixed for each year of the contract.

"The difference between the rate proposals filed by the
three bidders is negligible and subject to how assumptions
and risk are evaluated," O'Sullivan said, referring to
Louisiana Generating's 15-year levelized rate of 3.961 cents
per kilowatt-hour.

"The bottom line is that our plan will help the co-ops in
the state remain healthy and vibrant contributors to the
local economies for a long time," O'Sullivan said. "We have
created a plan for Cajun that is balanced for all Cajun's
stakeholders and for the 1,200 employees of the member co-

In its amended plan, Louisiana Generating also revised its
purchase price to $950 million. Cajun's largest creditor,
the Rural Utilities Service   which has endorsed Louisiana
Generating's plan   will receive most of the plan's

Louisiana Generating is hoping for rapid closure in the
bankruptcy case and has calculated that for every day a
decision is delayed, it is costing Louisiana rate payers
more than $81,000, or more than $29 million a year in
higher rates.

"In addition to keeping electricity rates very low for a
long time and satisfying Cajun's creditors, Louisiana
Generating will boost the local economies in the state
through proven economic development initiatives,"
O'Sullivan said.

As part of its proposal, Louisiana Generating plans to work
with local communities in the state to help attract business
and industry, thereby creating jobs and boosting the
economy. Louisiana Generating partners Southern
Company and NRG both have strong economic development

Over the past 10 years, Southern Company has helped generate
more than 150,000 jobs and $10 billion in capital investment
across the Southeast. And NRG is active in economic
development and community relations in Minnesota,
Wisconsin, Michigan, and North and South Dakota.

Louisiana Generating's proposal also honors all of Cajun's
existing incentive rates and offers new incentive rates that
are better than the existing ones. It provides $500,000 per
year to support the Association of Louisiana Electric
Cooperatives or a similar organization, and it provides
another $500,000 for an anti-takeover fund for Cajun

Louisiana Generating has negotiated contracts with Cajun's
unions. It also has assisted the trustee in the settlement,
subject to court approval, of disputed RUS issues and the
unsecured claims of railroad, barge and coal companies,
which exceed $900 million. These settlements, which have
been incorporated into and are expected to be approved as
part of the trustee's amended Chapter 11 plan, reduce the
possibility of costly litigation in the future.

In addition to the RUS, four of the co-ops support Louisiana
Generating's proposal: Pointe Coupee Electric Membership
Corporation; Southwest Louisiana Electric Membership
Corporation (SLEMCO); Concordia Electric Membership
Corporation; and Teche Electric Cooperative, which is now
owned by Central Louisiana Electric.

Southern Company (NYSE: SO), the largest producer of
electricity in the United States, is the parent firm of
Alabama Power, Georgia Power, Gulf Power, Mississippi Power
and Savannah Electric. Based in Atlanta, Southern Company
supplies electricity in 10 countries on four continents and
provides energy-related marketing, trading and technical
services and wireless telecommunications. Southern Company's
common stock is one of the 20 most widely held corporate
stocks in America.

Southern Energy Inc., the unit of Southern Company that is
bidding on Cajun, develops, builds, owns and operates power
production and delivery facilities and provides a broad
range of services to utilities and industrial companies
around the world.

NRG Energy Inc., a wholly-owned subsidiary of Northern
States Power Company (NYSE: NSP), is one of the world's
leading independent power producers, with extensive
experience in all aspects of power generation and related
services, including independent power production and
cogeneration, thermal energy production and transmission and
resource recovery. NRG participates in 29 power
generation facilities on four continents that total more
than 7,000 megawatts. Together, NRG and NSP operate more
than 11,000 megawatts of generation

Zeigler Coal Holding Company, one of the largest domestic
coal producers and marketers, fuels nearly 2 percent of the
power within the United States. It has integrated energy
operations in eight states and is a major fuel supplier
in the South. Zeigler has supplied low-cost coal to Cajun
Electric since 1982, fueling 90 percent of the power
generated by Cajun. Its coal reserves total 2.9 billion
tons, including substantial reserves of bituminous coal,
sub-bituminous coal and lignite. Zeigler also operates two
transloading terminals, a power marketing business, an
environmental services company and a clean-coal
technology business.

EXCALIBUR FINANCIAL: Debtors' Professional List Grows
The debtors, Excalibur Financial Services LP, PBC Servicing
Corporation and Rapid Acceptance Corporation, filed a notice
of supplement to the debtors' motion to employ and retain
professionals used in the ordinary course of business.

The following firms are added to the list of professionals

1. Berrigan, Lithfiel, Schoneras & Mann
   New Orleans, Louisiana

2. Dell, Graham, Willcox, Barber, Jopling, Schwait,                       
   Gershow & Specie, PA
   Gainesville, Florida

3.  Erwin & Bernhardt
    Charlotte, North Carolina

4.  Pearson & Pearson
    Houston, Texas

EXCALIBUR FINANCIAL: Emergency Motion for Office Space
Excalibur Financial Services LP, PBC Servicing Corporation
and Rapid Acceptance Corporation, debtors, seek
authorization to enter into a sublease agreement for office
space.   As of the petition date, the debtors were parties
to a lease with PMT Realty Corp.  The monthly rent was
$15,000 per month with an increase to $25,000 per month.  
The debtors did not need the space, as their business sized
down.  The debtors propose entering into a new space with
ComData as Landlord, and at a rental rate of  $11,000 per
month. The new lease term commences on February 1, 1998.

FLAGSTAR: CKE will acquire more Hardee's for $415 Million
The Orange County Register reported on  01/16/98 that
CKE Restaurants Inc. said Thursday that it will buy 557
Hardee's restaurants for $415 million in cash and debt from
its largest franchisee, Advantica Restaurant Group Inc.,
formerly Flagstar Cos.

The deal gives CKE, parent of the Carl's Jr. hamburger
restaurants, more control over its 3,000-store Hardee's
chain, the nation's fourth-largest fast-food operator.
CKE bought Hardee's in July 1997 for $327 million from
Imasco Ltd. At the time, CKE gained ownership of 867
restaurants. The remaining outlets were franchises or

"This purchase, at an attractive price, is a significant
step toward balancing Hardee's franchise and company-store
system," said CKE Chief Executive William Foley.
The transaction, expected to close in March, also should
help build the Hardee's brand and improve operating margins,
Foley said.  "When this acquisition is complete, CKE will
control nearly half of the Hardee's system," said Steven
Rockwell, a restaurant analyst for BT Alex Brown
in Baltimore.

With Thursday's deal, CKE now owns and operates 1,424 units
and franchises or licenses an additional 1,624 restaurants.
"It provides them with much greater control over the
quality. If they put a new product in the 1,400 units they
control and the public likes it, it will force the
franchisees to follow suit," Rockwell said.

The 557 restaurants, all in the Southeast, had sales of
$416.9 million in the nine months ended Oct. 1, 1997, down
9.2 percent from the same period a year ago. Operating
income fell 15.7 percent, to $21 million in the same
period. Advantica, which closed 21 restaurants during the
third quarter, said aggressive promotions by competitors and
weak advertising programs hurt Hardee's.  To boost
profitablity at the Hardee's it now controls, CKE has been
working on improving food quality and service, and
remodeling restaurants.

For Carl's Jr., the chain founded by Anaheim entrepreneur
Carl Karcher, a focus on large sandwiches and a sassy, in-
your-face advertising campaign pitching big, messy burgers
is paying off handsomely.  Sales at company-operated Carl's
Jr. outlets open at least a year - a key indicator of growth
- rose 2.1 percent in the third quarter ended Nov. 3. It
was the 10th consecutive quarter of same-store sales

CKE, which had record earnings of $13.1 million on revenue
of $347.5 million in the third quarter ended Nov. 3, will
finance the deal through either an equity offering or
convertible debt.  "It helps us consolidate, shore up the
brand, and we didn't want to lose them to anyone else," said
Andrew Puzder, a CKE spokesman.  Advantica said Thursday
that there were other bidders for the restaurants,
but would not disclose their names.  As part of the deal,
Advantica will drop its arbitration claim against CKE
and Imasco for not properly managing the Hardee's brand.

"As a franchisee of Hardee's, we did not have control over
key aspects of brand management, such as advertising and
product development," said James B. Adamson, chairman of
Advantica, based in Spartanburg, S.C. "The sale of our
Hardee's restaurants is a strategic move to own and manage
all of our restaurants."  The company, which owns Irvine-
based El Pollo Loco, Carrows and Coco's, and Denny's and
Quincy's Family Steakhouse restaurants, emerged from Chapter
11 bankruptcy proceedings Jan. 7. Advantica will use about
$175 million from the sale for debt reduction, and CKE will
assume an additional $46 million of debt obligations.

Last year, CKE converted 47 Hardee's restaurants in Oklahoma
City and 29 restaurants in Peoria, Ill., to dual-brand
Carl's Jr./Hardee's restaurants, which are serving Hardee's
breakfasts and Carl's Jr. charbroiled burgers and
chicken sandwiches.

Puzder said CKE planned to convert as many Hardee's into
Carl's Jr. restaurants as possible, noting that CKE was
converting many in the Midwest. But the Hardee's brand is
strong in the Southeast, so its name might remain in
that part of the country, he said.  Wall Street applauded
Thursday's deal. Advantica closed up $1.25 at $11.06.
CKE closed at $38.25, up $2.62 1/2.

GENERAL WIRELESS: Sued by Hyundai Electronics For $50M
Contending that General Wireless breached the terms of a
$49.3 million senior promissory note, Hyundai Electronics
America is suing the telecomunications company for repayment
of the loan plus interest and expenses.  Hyundai notified
General Wireless last month that it was accelerating its
right to payment under terms of the note.  On Dec. 16,
however, the General Wireless board notified Hyundai that it
was "not in a position to pay off its indebtedness to
[Hyundai] at present."

LOUISE'S TRATTORIA: Bar Date for Administrative Claims
March 16, 1998 is the last day to file requests of payment
of administrative expense priority claims in the Chapter 11
case of Louise's Trattoria, Inc., debtor.

MARVEL ENTERTAINMENT: Six Potential Suitors Emerge
Six potential suitors have emerged for Marvel Entertainment
Group Inc., according to a lawyer for the trustee chosen to
run the comic book publisher.  Attorney John Gibbons told
Judge Roderick McKelvie, in U.S. District Court in
Wilmington, Del., that the six parties have expressed
interest in proposing a reorganization plan for Marvel or
participating in an auction.

Two reorganization plans have already been filed. One, by
investor Carl Icahn, was submitted before Icahn and the
Marvel board he controlled were displaced by the trustee
last month. The other, by Toy Biz Inc., apparently has
the support of Chase Manhattan Bank, which led a consortium
of banks that lent Marvel about $617 million.

MEDNET: Order Concerning Trading in Mednet Securities
The Court entered an order stating that any transfer of
shares of Mednet, MPC Corp., Medi-Mail, Inc., Medi-Claim,
Inc., (Mednet), debtor by a 5% holder of shares of Mednet or
the transfer of shares of Mednet to a 5% holder of shares of
Mednet as a result of the proposed transfer of shares of
Mednet, is stayed. Any transfer of shares of Mednet that
would cause, in the aggregate, a 45% or greater change in
the ownership of Mednet's shares during the relevant time
period of the Internal Revenue Code is stayed.  Deloitte &
Touche, is appointed to determine whether any transfer of
shares would violate this order.
If a particular transfer of shares is determined to violate
this order, then it must be submitted to the court.

This order will remain in effect until March 28, 1998.  
Trial of this matter is scheduled to commence on April 7,

MONTGOMERY WARD: ValueVision and Ward Complete Agreement
ValueVision International, Inc. (Nasdaq: VVTV), an
integrated electronic and print media direct marketing
company and the nation's third-largest television home-
shopping network, and Montgomery Ward & Co., Incorporated
today announced they have completed the previously announced
agreement to restructure the operating framework between
the two companies governing the use of the Montgomery Ward

On October 23, 1997, ValueVision and Montgomery Ward
announced an agreement in which ValueVision agreed to cede
exclusive use of the Montgomery Ward name for catalog, mail
order, catalog "syndications" and television shopping
programming back to Montgomery Ward in exchange for
Montgomery Ward's return to ValueVision of warrants covering
the purchase of approximately 3.8 million shares of
ValueVision common stock.  In addition, ValueVision agreed
to repurchase 1,280,000 of its common stock owned by
Montgomery Ward, at a price of $3.80 per share.  Under the
agreement, ValueVision will cease the use of the
Montgomery Ward name in all outgoing catalog, syndication,
and mail order communication by March 31.  As such,
Montgomery Ward will regain full control over all marketing
rights to its credit card customers.  The restructuring of
the relationship was approved on December 30, 1997 by the
U.S. Bankruptcy Court in Delaware, and on January 15, 1998,
ValueVision and Montgomery Ward consummated the transaction
by ValueVision's repurchase of the 1,280,000 shares
of common stock and cancellation of the warrants to purchase
approximately 3.8 million shares.

Under the new terms, Montgomery Ward's commitment to support
ValueVision's cable television spot advertising purchases
will be $2 million annually, for a period of three years.  
In addition, the agreement allows ValueVision to
continue to offer the Montgomery Ward credit card in
conjunction with its various television offers.

OLD AMERICA: Limited Objection to Motion for Sale
Loup Management Company, a Landlord of the debtors, Old
America Stores, Inc., Old America Wholesale, Inc. and Old
America Store, Inc. have a limited objection to the debtors'
motion to sell substantial all of their assets.

According to the Landlord, the debtors desire to sell
substantially all of their assets either to Robert E.
Kirkland or his designee who would then continue the
business as a going concern, or to some other person or
entity who would either purchase debtors' assets and
continue the business as a going concern or liquidate the
business and who submits a bid at auction exceeding
Kirkland's price by $750,000.

If Kirkland is the purchaser he would reserve the right to
designate up to 25 stores for closing and would be granted a
license to conduct going out of business sales at those

The Landlord asserts that it is not clear that during the 90
day closure period afforded Kirkland that he would be
obligated to pay full rent and to abide by the terms and
conditions of the lease.  Although rent would clearly be an
administrative expense chargeable to the estate, Landlord
has no confidence in debtor' ability to pay this expense.  
It is therefore imperative to the Landlord that the
obligation to pay rent and to otherwise perform the lease
terms be expressly imposed upon Kirkland as well as the
debtors.  Landlord also states that the proposed store
closing guidelines do not make it clear that neither
Kirkland nor the debtors shall have any right to remove
fixtures.  Also, if it turns out that the winning bidder is
not Kirkland, the Landlord wants the right to adequate
assurance that any such third party has the resources to
assume the lease.

Owens Corning plans to cut 2,200 jobs, or 9 percent of its
work force, and shutter a Canadian plant because of falling
insulation prices. The cost-cutting will occur over the next
year and provide money needed to invest in the business,
said William Hamilton, spokesman for the building materials
maker. The company, which has about 24,000 employees, hopes
to save $175 million a year by 1999. As part of the
restructuring, a fiberglass insulation plant employing 225
people in Candiac, Quebec, will be shut down. The company
had not identified other locations for the cuts. It has more
than 100 factories in the United States, including four each
in Texas, Georgia and Ohio.

Paragon Trade Brands Inc. said Friday that it has a
commitment for $75 million in financing from Chase Manhattan
Bank, subject to the completion of due diligence, execution
by the parties of definitive documentation and approval by
Bankruptcy Court. Paragon filed Wednesday for bankruptcy
protection while it reorganizes its finances and appeals a
federal court judgment that could force it to pay as much as
$200 million to the Procter & Gamble Co. for infringing on
its disposable diaper patents. The company said it will used
the money for business operations. Paragon is also planning
to appeal the judgment and the dismissal of its antitrust
claim. Paragon manufactures store brand infant disposable

PEGASUS-GOLD: To Reorganize Under Chapter 11
Pegasus Gold Inc. (PGU -Amex; TSE; ME) announced today that
it and certain of its subsidiaries filed voluntarily to
reorganize under Chapter 11 of the Bankruptcy Code, in Reno,
Nevada, to facilitate the reorganization of the company's
businesses and the restructuring of approximately $183
million of long-term debt and revolving credit, $14 million
in trade debt, and $16 million in foreign currency losses.  

"With gold prices at 18 1/2-year lows, there will not be
sufficient cash flow to service the company's debt.  We have
been in discussions with the revolving credit lending group
since November to restructure the debt, but no significant
progress was being made in those discussions, it became
clear that to move the reorganization forward it would have
to be done in a court proceeding," said Werner G. Nennecker,
President and Chief Executive Officer.  

Nennecker continued, "I am convinced that the company's
foundation is strong, and with the successful completion of
this reorganization and gold prices returning to
historically higher levels, Pegasus can once again
establish its position in the gold industry and accomplish
future gold production growth."  

Nennecker emphasized, "Daily operations will continue, our
employees will continue to be paid, and we will continue to
produce gold.  Pegasus has a fiduciary responsibility to our
creditors, vendors, employees, and shareholders
to maximize assets and to create an appropriate corporate
structure that will permit us to take greater advantage of
high-growth, high-return opportunities.  We will continue to
review each of our mine sites to determine how best to
maintain low cost mining operations and produce gold."  

Currently, the company has approximately $16 million in
available cash, and most of the company's assets are
unencumbered.  The company's total obligations
are approximately $213 million, which consisted of: $68
million under a revolving credit agreement; $16 million in
foreign currency losses; $14 million in trade and similar
obligations; and $115 million of 6.25 percent Convertible
Subordinated Notes due 2002.  

The American Stock Exchange has determined to delist the
company as it no longer satisfies the Exchange's continued
listing guidelines.  The company is not appealing that

Pegasus Gold Inc. is an international gold mining company,
headquartered in Spokane, Washington.  The company carries
out exploration internationally through offices located in
Santiago, Chile; and Panama City, Panama.  The common shares
of Pegasus are traded under the symbol PGU on the Toronto
and Montreal stock exchanges.  Options on the company's
common shares are traded on the Chicago Board Options
Exchange and the Montreal Exchange.

POCKET: Order Authorizes Employ of Chadbourne & Parke
The Court entered an order upon the application of the
Official Committee of Unsecured Creditors of the debtor,
Pocket Communications, Inc.  The Committee is authorized to
substitute and retain Chadbourne & Parke LLP as counsel in
substitution for Winston & Strawn.

The Court entered other motions authorizing the rejection of
two non-residential real property leases, and a master
office furniture lease and entering an order vacating an
order granting an emergency motion to determine the
confidentiality of documents.

POCKET: Hearing on Election of FCC Options
On February 6, 1998 the Court has scheduled a hearing on the
debtors' motion for an order authorizing debtors' election
of FCC Options and the debtors' motion for approval of
stipulation and consent order authorizing assignment of
certain causes of action to the Creditors' Committee.

PHOENIX INFORMATION: Equity Seeks to Employ Counsel
The Official Committee of Equity Security Holders of the
debtor, Phoenix Information Systems Corp. applied to the
court for an order authorizing it to employ Spector Gadon &
Rosen, P.C. as its special counsel.

The Committee seeks to employ Spector Gadon & Rosen to
represent it in all securities litigation matters, including
but not limited to litigation involving securities fraud,
shareholder actions against the debtor, its officers and
directors and/or third parties, lender liability suits, and
derivative actions.

QUADRAX: May Be Forced to File for Bankruptcy
The Providence Journal reported on 01/10/98 that
Quadrax Corp. of Portsmouth reopened as scheduled this week
after an abrupt three-week shutdown - but with only a
limited work force and its fate is still uncertain.

"We've reopened on a limited basis, and we're working with a
fractional capacity to fulfill specific customer orders,"
Alon D. Kutai, Quadrax director of investor relations, said
in a brief telephone interview yesterday.

The company reopened Monday, as scheduled.

Quadrax, faced with mounting financial problems, issued a
brief statement Dec. 12 saying that it would close for three
weeks and suspend operations to conserve cash while
executives tried to work out a rescue plan. At the time,
Quadrax said executives would "continue to seek financing
from outside sources and (would) evaluate restructuring
alternatives for the business."

The company also issued this caution at the time: "There can
be no assurance that the company will be successful in
obtaining additional financing or in implementing a
restructuring of its business, and, if it is not successful,
the company may be required to seek reorganization under the
United States Bankruptcy Code."

Asked about this yesterday, Kutai said, "The company
continues to evaluate its options regarding financing."
He declined to elaborate. He also declined to say how many
workers the company normally has or how many are currently
working. (In a document filed with the U.S. Securities and
Exchange Commission in October, Quadrax said it had 61

However, Kutai said the company expected to make an
announcement within several weeks.  Quadrax, whose stock is
publicly traded, makes specialized plastics that are
used in shafts for hockey sticks, golf clubs and lacrosse
sticks.  Quadrax stock closed yesterday at about 9 cents a
share, unchanged in Nasdaq "small-cap" market trading.

Quadrax stock reached as high as 50 cents a share in
October, according to daily closing prices posted by
Bloomberg News.   But since then, the stock price has
drifted lower. And on Dec. 15, the first trading day after
the company announced its shutdown, Quadrax stock lost more
than two-thirds of its market value in one day: it closed at
about 8 cents a share, down from 25 cents a share. The stock
has traded in that general range ever since, according to
daily Bloomberg closing prices.

RDM: Seeks DIP Pact Extension, Property Sale Okay
Federal Filings, Inc. reported on January 16, 1998 that
RDM SPORTS GROUP INC. (RDMG) is seeking a short
extension of its debtor-in-possession financing agreement,
authorization to sell property in Mississippi owned by its
Sports Group Inc. unit to Cataphote Inc. for $480,000, and
approval of measures to enhance the collection of accounts
receivable.  RDM, DIP lender Foothill Capital Corp., and the
committees of unsecured creditors and bondholders have
agreed to provisions of a new budget except with respect to
professional fees, which the parties expect to resolve
before today's hearing.

REEVES INDUSTRIES: Disclosure Statement Approved
As reported by Federal Filins, Inc., on January 16, 1998,
the court approved the disclosure statement of Reeves
Industries, Inc. at Wednesday's hearing, subject to the
inclusion of minor language modifications.  The parties are
working on the modifications, which were requested by the
judge, and expect to file the revised version for the
court's approval.

SMITH TECHNOLOGY: Committee's Objection to Borrow Funds
The Official Committee of Unsecured Creditors in the Case of
Smith Technology Corporation et al. filed an objection to
the entry of a financing Order.  The debtors are seeking to
borrow funds post-petition from their pre-petition lenders,
Chase Manhattan Bank, as agent, Chase and BTM Capital
Corporation.  The debtor is asking that the court validate
and perfect the lenders' prepetition security interests in
all of the debtors' assets, grant a second priority position
on all of the debtors' assets to Chase for the debtors' post
petition indebtedness to the lenders, collateralize the
lenders post-petition loans behind the lenders' security
interests in their pre-petition loans, with security
interests in all of the debtors' post-petition assets,
including avoidance actions; and grant a super-priority
claim for both the lenders' pre-petition loans and Chase's
post-petition loans over all "administrative expenses."

The first interim budget for DIP financing totaled $4.4
million.  The Committee contends that cross-
collateralization is impermissible under the bankruptcy
code, that liens granted post-petition may be granted only
to the extent of the post-petition credit and can not have
priority over administrative expenses, and that Chase may be
granted a lien on the debtors' post-petition assets which
primes the lenders pre-petition liens(if any) on the
proceeds of their pre-petition collateral.

THE WIZ: Bids From 2 Suitors
WIZ INC. received "two very substantial offers" to buy the
struggling discount consumer-electronics chain, a company
official said yesterday.  Dick Sebastiao, Wiz's chief
restructuring officer, said two investment firms bid about a
week ago for the retailer, which sought Chapter 11
bankruptcy protection last month. He wouldn't reveal the
firms' names or how much they bid.

Wiz, which owes creditors about $355 million, plans to
disclose its decision on the bids early next week, Sebastiao
said. While he didn't rule out a liquidation of the company,
he said that won't happen "until we've exhausted
all other options."

The Carteret, N.J.-based operator of Nobody Beats the Wiz
electronics stores is closing 17 of its 53 locations. It is
stocking its shelves with a $150 million loan from Congress
Financial Corp.

US ONE COMMUNICATIONS: Asks to Reject Sturges' Employment
James H. Sturges was employed as President and Chief
Executive Officer of the debtors.  The salary scale was tied
to an Interim period and a primarty term.  The Board of
Directors terminated Sturges' employment in November 1997.  
As of the date of the termination, Sturges' annual salary
was $225,000 plus benefits.  Sturges filed a proof of claim
for $509,062.40. The debtors seek entry of an order
approving the rejection of the employment agreement of
Sturges and reducing and allowing the claim of Sturges to

Meetings, Conferences and Seminars

January 29-February 1, 1998
      37th Southern District Annual Meeting
         Plaza San Antonio, San Antonio, Texas
            Contact 1-972-285-0391

February 5-7, 1998
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800

February 19-22, 1998
      Annual Western District Meeting
         Universal City Hilton Hotel
         Los Angeles, California
            Contact 1-310-470-8487

February 22-25, 1998
      12th Annual Norton Bankruptcy Litigation Institute I
         Olympia Park Hotel, Park City, Utah
            Contact 1-770-535-7722

March 19-20, 1998
      Spring Leadership Meeting
         Hotel del Coronado, San Diego, California
            Contact 1-312-857-7734

March 20, 1998
      Bankruptcy Battleground West
         Century Plaza Hotel, Los Angeles, California
            Contact: 1-703-739-0800   

March 26-29, 1998
      10th Annual Norton Bankruptcy Litigation Institute II
         Flamingo Hilton, Las Vegas, Nevada
            Contact 1-770-535-7722

April 30-May 3, 1998
      Annual Spring Meeting
         Grand Hyatt, Washington, D.C.
            Contact: 1-703-739-0800

May 22-25, 1998
      50th New England District Annual Meeting
         Ocean Edge Resort & Golf Club
         Cape Cod, Massachusetts
            Contact 1-617-720-1355

May 31-June 5, 1998
      CLLA Credit Institute
         Marquette University, Milwaukee, Wisconsin
            Contact 1-312-781-2000

June 8-9, 1998
      Advanced Education Workshop & Legislative Conference
         Radisson Plaza, Charlotte, North Carolina
            Contact 1-312-857-7734

June 11-14, 1998
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800

July 2-5, 1998
      Western Mountains Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact 1-770-535-7722

July 16-19, 1998
      Northeast Bankruptcy Conference
         Sea Crest Resort, Falmouth, Massachusetts
            Contact: 1-703-739-0800

August 6-9-1998
      Southeast Bankruptcy Workshop
         Daufuskie Island Club & Resort,
         Hilton Head, South Carolina
            Contact: 1-703-739-0800

September 9-13, 1998
      Annual Convention
         Sheraton El Conquistador, Tuscon, Arizona
            Contact: 1-803-252-5646

September 17-20, 1998
      Southwest Bankruptcy Conference
         The Inn at Loretta, Santa Fe, New Mexico
            Contact: 1-703-739-0800
October 16-20, 1998
      1998 Annual Conference
         The Westin Hotel, Chicago, Illinois
            Contact 1-312-857-7734

December 3-5, 1998
      Winter Leadership Conference
         Westin La Paloma, Tucson, Arizona
            Contact: 1-703-739-0800

The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to are encouraged.  


Bond pricing, appearing each Friday, is supplied 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, Editor.   
Copyright 1998.  All rights reserved.  This material
is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding,
electronic re-mailing and photocopying) is strictly
prohibited without prior written permission of the
Information contained herein is obtained from sources
believed to be reliable, but is not guaranteed.   
The TCR subscription rate is $575 for six months   
delivered via e-mail.  Additional e-mail subscriptions
for members of the same firm for the term of the initial   
subscription or balance thereof are $25 each.  For   
subscription information, contact Christopher Beard
at 301/951-6400.  
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