TCR_Public/980317.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, March 17, 1998, Vol. 2, No. 52              
                    
                   Headlines

APS INC: Seeks to Return Cores to Vendors & Obtain Credit
APS INC: Seeks Time to Assume or Reject Leases
BANK OF JAPAN: Search for New Chief
BIOFERON: Arbitration Panel Denies ASTA Claim
BOYDS WHEELS: Nasdaq to Drop From its Listings

BOYDS WHEELS: New Accountants Engaged
BRADLEES: Monthly Operating Report
ELDER BEERMAN: Perry Corp. Discloses 6.2% Stake
FOXMEYER: Extension of Time to Assume or Reject Contracts
HARRAH'S JAZZ: Foster May OK deal Without Lawmakers      

KQBR RADIO: Station Denied Bankruptcy Protection
KMART: Moody's Raises Ratings on Debt and Stock
L.A. GEAR: American Sporting Goods Makes Bid
LEVINSON STEEL: Six Years Later and Acquired by Texas Co
LEVITZ FURNITURE: Seeks Exclusivity Extension To July 2

MARS HOTEL: Despite Bankruptcy Filing Casino Authorized
MARVEL ENTERTAINMENT: Marvel/Toy Biz Control Issue Lingers
MOBILEMEDIA: Seeks Authority to Pay Up to $7 Million
MONTGOMERY WARD: Motion to Amend $1 Billion GECC DIP
MONTGOMERY WARD: Worthington Linen named Chair of Signature

PAN AM: Miami Investor Mandaric Steps Up
PAN AM: Judge Criticizes Deal
PAN AM: Icahn Backs Out
SCOOP INC: Losses Grew 131 Percent
SELECT SOFTWARE: Posts $4.6 Million Loss

SOLV-EX: UTS, Koch and Solv-Ex Sign Joint Venture Agreement
TOTAL NATIONAL: Administrative Claims Bar Date
WINSTED MEMORIAL: Bankruptcy Judge Accepts Settlement

Meetings, Conferences and Seminars

               ****************

APS INC: Seeks to Return Cores to Vendors & Obtain Credit
-----------------------------------------------------------
The Debtors want authorization to return prepetition goods
to their vendors, including so-called "cores," and obtain
credits from such vendors against the vendors' prepetition
claims.  Additionally, the Debtors request further
authorization to enter into an Agreement to Incur and
Obtain Postpetition Vendor Financing which would provide
the Debtors with postpetition ordinary course credit terms.

The Debtors explain that the cores are the used or recycled
automotive parts, removed by professional installers for
replacement with the Debtors' products; such replacements
often being rebuilt cores.  The rebuilt cores are
obtained by the Debtors who, in turn, have returned the
used cores to their manufacturers and obtained a credit for
the used cores against the Debtors' account, when the
manufacturer/vendor sells back rebuilt cores to the
Debtors.  This circular process is an integral and
important part of the ordinary course of the Debtors'
business:  Prior to Petition Date, for example, the Debtors
were returning cores to their Vendors at a rate of
approximately $5,000,000 per month.

Based upon negotiations with several of the Debtors' major
vendors, the Debtors have proposed an arrangement whereby
these vendors will be willing to reestablish the Debtors'
core return rights, but only in accordance with
terms and conditions set forth in a Model Agreement to be
executed with each individual vendor.
(APS Bankruptcy News 14-Mar-1998)


APS INC: Seeks Time to Assume or Reject Leases
----------------------------------------------
The Debtors, APS Inc, a wholly owned subsidiary of APS
Holding Corp. ask the Court to extend the time within which
they must assume or reject approximately 500 unexpired
leases of nonresidential real property through the earlier
of December 31, 1998 or the confirmation date of the
Debtors' plan of reorganization.

The Debtors assert that many of these unexpired leases may
be valuable assets of the Debtors' chapter 11 estates;
however, continue the Debtors, they cannot complete an
informed evaluation of these leases and come to a reasoned
decision whether to assume or reject each of these
approximately 500 leases without performing analyses of the
locations in the context of a long-range business plan
which will provide the basis for the Debtors'
reorganization plan.

The kind of reasoned decisions the Debtors want to
implement cannot be reached within the 60-day period
currently allotted under the Code.
(APS Bankruptcy News 14-Mar-1998)


BANK OF JAPAN: Search for New Chief
-----------------------------------
The Wall Street Journal reported on March 16, 1998 that the
search is on for a new governor at the Bank of Japan, the
central bank in Japan.

Prime Minister Hashimoto told his party to come up with
candidates after the current governor offered to resign
over the arrest of a central-bank official on allegations
of bribery.  It was reported that Mr. Hashimoto is inclined
to accept the resignation, but not until he can find a
qualified successor.  Many of the candidates are officials
who have been tainted by recent scandals.

The final decision, by law, is up to Hashimoto.  But the
deeper problem appears to be Japan's financial-reform
program.


BIOFERON: Arbitration Panel Denies ASTA Claim
---------------------------------------------
Biogen, Inc. today announced that it has received a
decision from an International Chamber of Commerce
arbitration panel in its dispute with ASTA Medica
Aktiengesellschaft of Berlin, Germany, regarding a 1989
agreement among Biogen, ASTA, and Bioferon Biochemische
Substanzen GmbH & Co.  Bioferon was a joint
venture between Biogen and Rentschler Arzneimittel GmbH &
Co. of Laupheim, Germany, which entered bankruptcy in 1993.

In the proceeding, ASTA had asked for a determination that
Biogen could not terminate the 1989 agreement as to ASTA
solely as a result of Bioferon's bankruptcy and that Biogen
was required to supply ASTA with recombinant beta
interferon.  While finding that, as between Biogen and
ASTA, the 1989 agreement was not terminated as a result of
the bankruptcy of Bioferon, the arbitration panel ruled
that Biogen was not required to perform Bioferon's
obligations.  As a result, the panel found that Biogen has
no obligation to supply recombinant beta interferon to
ASTA.

Under the 1989 agreement, ASTA was granted an exclusive
license for a number of European countries to certain
intellectual property relating to recombinant beta
interferon, including Biogen's European Fiers patent which
has since been revoked.  In light of the panel's decision,
Biogen has notified ASTA that it has terminated the
agreement based on ASTA's conduct and failure to
perform.

Jim Tobin, Biogen's Chief Executive Officer, stated, "We
are pleased the arbitrators agreed that Biogen was not
responsible for the failure of Bioferon and ruled that
Biogen does not have any obligation to supply AVONEX(R) to
ASTA.  We are confident that all of ASTA's rights have now
been terminated."


BOYDS WHEELS: Nasdaq to Drop From its Listings
----------------------------------------------
Boyds Wheels Inc., a custom auto parts manufacturer in the
process of liquidating, has been delisted from the Nasdaq
stock market effective Tuesday.

The company also announced Friday that Gardiner S. Dutton
has resigned as interim chief executive but will remain on
the board as chairman.

Famous for its aluminum wheels for hot rods, Boyds is
selling its assets and has shut down manufacturing at its
Stanton headquarters. A wholly owned subsidiary, Hot Rods
by Boyd, remains in business as it reorganizes under
Chapter 11 federal bankruptcy laws. (Orange County Register
7-Mar-1998)


BOYDS WHEELS: New Accountants Engaged
--------------------------------------
In a Form 8-K dated March 3, 1998, filed with the SEC by
Boyds Wheels, Inc., Coopers & Lybrand L.L.P. resigned as
the independent accountants for Boyds Wheels, Inc.  The
Company engaged Squar, Milner & Reehl, Inc. as its new
independent accountants as of March 3, 1998.


BRADLEES: Monthly Operating Report
----------------------------------
For the four weeks ended January 3, 1998, Bradlees Inc.
reported net income/(loss) of $23,035,000 on total sales of
$240,900,000.                                     


ELDER BEERMAN: Perry Corp. Discloses 6.2% Stake
-----------------------------------------------
Perry Corp. investment firm filed a Form 13G with the SEC  
showing it beneficially owns 6.2% of the new common stock
issued by The Elder Beerman Stores Corp.


FOXMEYER: Extension of Time to Assume or Reject Contracts
---------------------------------------------------------
The permanent Chapter 7 Trustee, Mr. Bart A. Brown, Jr.,
tells the Court that he requires a further extension of the
time to assume or to reject executory contracts and leases,
because the current deadline to assume or reject will
expire on March 2, 1998.  The Trustee asks the Court for an
additional extension until April 16, 1998.  

The Trustee explains that he requires the additional time
in order to fully evaluate the extent to which there exist
leases and contracts entered into by the Debtors
postpetition, but prior to the conversion of these cases to
Chapter 7.  The identities of the prepetition contracts and
leases are set forth in the Debtors' chapter 11 schedules,
but there is no such readily available compilation of
leases and contracts entered into postpetition but
prior to conversion.  The Trustee's professionals have
substantially completed their review of the Debtors'
voluminous records; however, a small extension of time is
needed to complete such review.  

The Trustee and his team have been focussing their efforts
upon several priority matters, such as discovery in
connection with the estates' technology claims related to
the information systems which failed; negotiating and
analyzing reclamation, chargeback and unsecured claims
aggregating hundreds of millions of dollars; and analyzing
and investigating complex avoidance actions which the
Trustee intends to bring.

For these reasons, concludes the Trustee, a small extension
of time beyond the March 2, 1998 deadline is needed to
complete the pre-conversion review. (FoxMeyer Bankruptcy
News 3-14-98)


HARRAH'S JAZZ: Foster May OK deal Without Lawmakers      
---------------------------------------------------
Gov. Mike Foster said he is considering cutting the
Legislature out of the approval process for the troubled
New Orleans land casino.

Foster said the casino issue is threatening to "poison" the
upcoming special legislative session that is supposed to
focus on education, community colleges and other issues.
"I hate to say this, but some few people have come to me
and offered to trade everything but the Capitol for this
vote, and I'm not going to trade on this vote," Foster said
at a press conference.

But Foster said the New Orleans casino contract has "taken
on a life of its own" and has become a tough vote for a
number of lawmakers.  Foster said that legislative leaders
have asked the attorney general for a legal opinion to
determine if the governor has the authority to sign off on
the casino contract without the approval of lawmakers.

But Rep. Steve Windhorst, R-Terrytown, said he introduced
legislation in 1996 - which was passed and signed into law
- that requires legislative approval for any new casino
contract.  "If you take the prepositional phrases or
modifiers out, all it (the law) says is that either the
governor or the (state Gaming Control) Board, subject
to legislative approval, or Legislature by resolution, may
negotiate a new (casino) contract - now where is the
ambiguity in that?" Windhorst asked.

Foster told reporters that he didn't recall promising not
to act on the casino contract without legislative approval.
Two years ago, Foster told the Louisiana Association of
Broadcasters that he wasn't going to do "anything with that
New Orleans casino that the Legislature doesn't ratify.
"I'll run any deal by the Legislature," Foster told the
association.
(Advocate Baton Rouge LA; 03/12/98)


KQBR RADIO: Station Denied Bankruptcy Protection
------------------------------------------------
The parent company of Sacramento's KQBR-FM -- strapped with
some $6 million in debt -- was denied Chapter 11 bankruptcy
protection after the firm's biggest lender intervened and
moved to pay off some of the station's other obligations.

The dismissal by federal bankruptcy Judge David E. Russell
earlier this week spoiled the station's efforts to
reorganize and get legal protection from its creditors. It
also clears the path for a possible foreclosure or sale of
the nearly 5-year-old jazz and rhythm-and-blues station
located near Highway 160.

But an attorney for the largest creditor -- Syndicated
Communications Venture Partners, which is owed roughly $3.3
million -- would not say if lenders ultimately will try to
shut down the station, 104.3. The station's president and
co-owner, Mary C. White, agreed that SynCom wants to keep
broadcasting, but only by selling the station.

Meanwhile, KQBR, operated by Progressive Media Group Inc.is
further saddled with legal disputes between its three
founders -- White, Ricky Tatum and Lawrence D. Tanter.
The three longtime radio colleagues from Los Angeles
started the station four years ago out of a Sacramento
apartment.  According to court records, White filed the
bankruptcy petition March 3 without telling board members
Tatum and Tanter, who had moved back to Los Angeles within
two years after the station's debut. White, as a result,
handled day-to-day operations.

White said she and two members of the station's five-person
board -- excluding Tatum and Tanter -- made the decision to
file for bankruptcy. White also explained that she was
"forced" to file an emergency petition after her
two founding partners struck a deal with the company's
largest lenders that freed them from personally repaying
the start-up loans.

In PMG's bankruptcy filing, the company's total liabilities
and assets were not listed. But attorneys for the station's
two biggest lenders -- SynCom and Capital Dimensions
Venture Fund -- calculate that PMG owes those secured
creditors roughly $5.9 million.  PMG also estimates it owes
about $125,000 to 20 unsecured creditors, with
Pacific Bell heading the list.

Fifteen radio station employees, including White, also are
due roughly $20,000 in back pay.  Late Thursday afternoon,
a Sacramento Superior Court judge authorized SynCom
to lend the station's newly appointed receiver -- The
Beverly Group in Old Sacramento -- $30,000 to cover
workers' wages through the next pay period.
The radio station's assets are estimated to be $7.7
million.  Court records also show that KQBR's cash flow
should be positive over the next eight months, but that
apparently isn't enough to keep the company on
stable ground. (Sacramento Bee; 03/13/98)


KMART: Moody's Raises Ratings on Debt and Stock
-----------------------------------------------
Moody's Investors Service, citing the "substantial
progress" Kmart Corp. has mad raised its ratings on the
company's senior unsecured debt and preferred stock.

The credit-rating agency increased the rating on Kmart's
debt to Ba2 from Ba3.  The move affects $1.7 billion of
Kmart's long-term debt and notes.  Moody's also raised the
rating on Kmart's preferred stock outstanding to B1 from
B2.

Kmart said that the inventory and real estate it had used
as collateral for a $2.5 billion revolving credit facility
and been released as a result of its strengthening balance
sheet.(Wall Street Journal 16-Mar-1998)


L.A. GEAR: American Sporting Goods Makes Bid
--------------------------------------------
In a surprise move, American Sporting Goods Corp. earlier
this week made an offer for L.A. Gear, delaying a hearing
on the athletic shoemaker's disclosure statement for four
weeks.  The creditors' committee filed a motion to continue
the hearing based on the offer.  The U.S. Bankruptcy Court
in Los Angeles granted the panel's motion, which L.A. Gear
opposed, and reset the disclosure statement hearing for
April 8. (Federal Filings, Inc. 13-Mar-1998)


LEVINSON STEEL: Six Years Later and Acquired by Texas Co
--------------------------------------------------------
It's been six years since Levinson Steel Co. emerged from a
Chapter 11 bankruptcy induced by dreams of becoming a
national powerhouse in the metals distribution business.

Now the Pittsburgh company is being acquired by a Texas
company with similar aspirations.  Metals USA, which has
built a $1 billion business in less than a year,
announced yesterday it has a definitive agreement to
acquire Levinson. The Houston company also said it has
acquired four other distributors. Metals USA expects the
five acquisitions will boost its revenues by more than $100
million.  Terms of the transactions were not disclosed. The
purchase must be approved by the Federal Trade Commission.  
Levinson had 1997 revenues of $66 million and 150
employees, including 60 in the Pittsburgh area.

Metals USA was formed in July through the merger of eight
independent steel distributors. It processes and
distributes steel and aluminum building
products.  (Pittsburgh Post-Gazette; 03/13/98)


LEVITZ FURNITURE: Seeks Exclusivity Extension To July 2
-------------------------------------------------------
Levitz Furniture Inc. has asked the court to extend the
company's exclusive periods to file a reorganization plan
and solicit plan acceptances to July 2 and Aug. 31,
respectively.  The retailer said it needs the 90-day
extension to preliminarily test a long-term business plan
and to develop and propose a reorganization plan based on
that business plan. (Federal Filings, Inc. 13-Mar-1998)


MARS HOTEL: Despite Bankruptcy Filing Casino Authorized
-------------------------------------------------------
Despite filing for bankruptcy last November, the Mars Hotel
in downtown Spokane became the second casino in Eastern
Washington authorized for Las Vegas-style,  house-banked
card games.   The Washington State Gambling Commission
approved the status after the Mars upgraded its security -
a requirement for state approval.

The commission granted house-bank status to the Mars
despite the casino having liabilities of $2.9 million and
assets of $2.7 million, according to a bankruptcy court
document filed last December.  The city of Spokane is owed
roughly $80,000 plus interest in gambling taxes from the
Mars, said Paul Tanners, city auditor.
(Spokesman Review; 03/13/98)


MARVEL ENTERTAINMENT: Marvel/Toy Biz Control Issue Lingers
----------------------------------------------------------
The issue of whether Marvel has voting control over Toy Biz
Inc. remains in limbo after the court took under advisement
a request by Marvel's lenders for an adjournment of
yesterday's hearing on the issue.  Attorneys for Chase
Manhattan Bank argued that the corporate governance issue
should be deferred until the confirmation hearing, which is
set to begin on May 4.  They also argued that the
reorganization plan that Toy Biz and the lenders have
proposed, under which Toy Biz and Marvel would merge, moots
the issue of whether the comic book publisher's Marvel
Characters Inc. unit has 78% voting control over Toy Biz.


MOBILEMEDIA: Seeks Authority to Pay Up to $7 Million
----------------------------------------------------
The debtors seek the Court's authority to pay, in their sole
discretion, up to $7,000,000 to satisfy 2,750 pre-petition
priority tax claims against the estates.  The Debtors remind
the Court that these claims accrue interest day-by-day, the
Plan process is well underway, and the Plan provides for full
payment of priority tax claims. (MobileMedia Bankruptcy News
14-Mar-1998)


MONTGOMERY WARD: Motion to Amend $1 Billion GECC DIP
-----------------------------------------------------------
The Debtors tell the court that, given the current EBITDA
targets set forth in the DIP Facility, they anticipate the
DIP Facility will slip into default by the end of April,
1998.  The Debtors explain that sales and margin levels
are below the projections made in mid-1997 and that
Signature's performance was lower than anticipated.  

To avoid the risk of default under the DIP Facility, the
Debtors and GECC have agreed to amend the DIP Facility to
revise EBITDA targets downward.  Accordingly, by this
Motion, the Debtors seek the Court's authority to enter
into that amendment and pay GECC a $1,000,000 Amendment
Fee.  

The Debtors stress the importance of having a DIP Facility
in place to finance working capital needs and provide
comfort to vendors.  
(Montgomery Ward Bankruptcy News 14-Mar-1998)


MONTGOMERY WARD: Worthington Linen named Chair of Signature
-----------------------------------------------------------
Montgomery Ward & Co., Incorporated announced that
Worthington Linen has been named Chairman and
Chief Executive Officer of The Signature Group, its wholly-
owned direct marketing subsidiary. Linen, 47, formerly
Senior Consultant to BMG Entertainment and Bertelsmann
A.G., the international media and entertainment
company, will join the company effective in April 1998.

The Signature Group, headquartered in Schaumburg, Ill., is
an $870 million a year market leader in providing value-
driven consumer products and services through direct
response marketing.
(Montgomery Ward Bankruptcy News 14-Mar-1998)


PAN AM: Miami Investor Mandaric Steps Up
----------------------------------------
As 1980s corporate raider Carl C. Icahn pulled out of the
bidding for bankrupt Pan Am, Miami investor Milan Mandaric
stepped up Monday as a potential suitor for the airline.
Mandaric, until now a high-tech investor, met with Pan Am
executives over the weekend and should have an offer ready
by Friday. U.S. Bankruptcy Judge A. Jay Cristol wants quick
action on the airline's fate.

"I would caution all concerned that the $60,000-a-day drain
can't go on much longer," Cristol said, referring to Pan
Am's aircraft lease payments. "I think some decisions have
to be made, and I mean within days."  Attorney Steven Frank
offered to put Mandaric in the picture.  "He would like to
see the airline be a successful business," he said. "He
does have the financial wherewithal to do the deal."

Mandaric recently moved from California's Silicone Valley,
where he ran computer circuit-board makers, to Fisher
Island, a millionaire's retreat across from the southern
tip of Miami Beach.  His Elexsys International was taken
over last November by Sanmina Corp. of San Jose, Calif. He
also owns a professional soccer team in Nice, France, and
is former owner of major league soccer's St. Louis Storm.

But Frank conceded Mandaric's involvement with the troubled
Pan Am is still uncertain. "He is only interested in doing
something if it makes sense."   Mandaric would be an active
investor intent on getting a workable business plan for the
airline but would not be involved in day-to-day management,
Frank said.  He added it was premature even to say whether
Mandaric's offer would be better than Icahn's $43 million
bid last Friday, which gave no guarantee that Pan Am would
resume scheduled regular service.

Pan Am president David Banmiller was impressed with
Mandaric after several meetings. He said Mandaric has the
right focus by putting priorities on customers and
employees.   Cristol was unreceptive to the offer from
Icahn, the former TWA owner, the day it was unveiled and
dismissed it for good Monday with the words, "Bye, Mr.
Icahn.  Now what's next?"

The judge refused to allow Icahn's attorney, Thomas Lauria,
to read a withdrawal letter into the court record. Icahn
"didn't feel he wanted to fight with the court," Lauria
said afterward. "He feels he's just being raked through the
coals unjustifiably."


PAN AM: Icahn Backs Out
-----------------------
Pan Am Corp. and Carl Icahn jointly announced Friday that
they executed a term sheet which would provide a $43
million investment by Icahn into Pan Am. The term sheet was
presented to Judge A. Jay Cristol in the U.S. Bankruptcy
Court in Miami and was to be further reviewed at a hearing
set for Monday, March 16.

Under the agreement, Icahn would have acquired certain Pan
Am assets, including the name and the operating certificate
of Pan American Airways Corp., for $8 million. In addition,
he would have contributed $25 million at the time of the
closing to the new airline which would be branded Pan Am.
Furthermore, he was to assume $10 million in liabilities
with respect to airline tickets purchased and paid for
prior to the commencement of the Chapter 11 bankruptcy of
Pan Am's two airline operating subsidiaries. These
liabilities would have been satisfied in full through the
issuance of certificates good for a 20% discount for travel
on the new Pan Am.

The following letter was delivered by a representative of
Carl Icahn in court today to the Honorable A. Jay Cristol
which withdraws his proposal to invest in Pan Am.

    March 15, 1998

    The Hon. A. Jay Cristol
    Chief U.S. Bankruptcy Judge
    U.S. Bankruptcy Court
    Southern District of Florida
    Miami, FL

    Dear Judge Cristol:

    Shortly after the commencement of Pan Am's bankruptcy
proceedings, I was contacted by an individual who
represented certain creditors of Pan Am who tried to
convince me to rescue the Company.  While I was not
interested in making that kind of investment, I told him
that I might be persuaded to do a DIP loan.  However, on
last Wednesday evening, during a two-hour phone
conversation, David Banmiller did an excellent job in
alleviating many of my concerns and convinced me that a 25
million dollar investment might successfully rebuild the
airline.  I spent a good part of the next day studying
Pan Am's 50 page business plan, and on Thursday evening I
met with Mr. Banmiller and nine other Pan Am
representatives.  After a five hour meeting and
still with many doubts, I agreed to the proposal submitted
to you on Friday morning.  This Proposal contemplated my
investing approximately 33 million dollars in the new Pan
Am and my assuming the over 10 million dollar unflown
ticket liability held by the general public.

I was mistakenly led to believe that this proposal would be
exactly what your honor desired.  Obviously, that was not
the case and I am respectfully withdrawing the offer.  I
believe that your honor and all other parties in this
case sincerely wish to save Pan Am and wish you all the
best of luck in that endeavor.

    Very truly yours,
    Carl Icahn


As a consequence of the agreement to sell assets, Pan Am
announced that it will place the holding company, Pan Am
Corp., and all of its other subsidiaries not now in
bankruptcy, in bankruptcy protection. Now that Icahn has
withdrawn his offer, it is not clear if the subsidiaries
will be placed in bankruptcy protection.  Noting that its
functionality has been eliminated with the bankruptcy
petition filing, Pan Am Corp. announced the resignation of
several board members, including Ambassador Charles Cobb,
Chairman, Dr. Phillip Frost and Howard Frank.


PAN AM: Judge Criticizes Deal
-----------------------------
Financier Carl C. Icahn offered Friday to buy Pan Am in a
$43 million deal to get the airline flying again, but a
bankruptcy judge was unimpressed with his plan.

"I don't see it as the solution to the Pan Am problem,"
U.S. Bankruptcy Judge A. Jay Cristol said, noting it would
require the company to sell off its best assets.

"We talk about Mr. Icahn riding up with $43 million,"
Cristol said. "He may have $43 million in his pocket, but
he's only going to put $8 million on the table."

The $8 million would be the only money distributed to Pan
Am creditors who don't hold tickets. Ticket holders would
get coupons for 20 percent off flights, up to the full
value of their original tickets. Under the Icahn offer,
flights could resume in three to four months, said
his attorney, Thomas Lauria. To close the deal in 30 days,
Icahn would need labor contracts, a reservation system,
leases on seven jets and federal transfer of Pan Am's
certificate to fly.

Judge Cristol said he owed "a great debt of thanks" to
Icahn for appraising the airline's assets, but said his
bailout gave no guarantee of resumed flights.  "I don't see
this deal on its present term sheet as what we need here,"
the judge said. "Time is running out. The losses are
bleeding the airline dry."

Another bankruptcy hearing was set to draft bidding
procedures. If someone else makes a better offer, Icahn
wants a $1 million breakup fee from Pan Am to step aside.  


SCOOP INC: Losses Grew 131 Percent
----------------------------------
Scoop Inc. of Santa Ana said losses for the fourth quarter
ended Dec. 31 grew 131 percent, to $1.7 million, from a
year ago on revenue of $545,800, a 30
percent increase.

Losses for the year increased 133 percent, to $5.04
million, on sales of $2.03 million. Scoop said the losses
reflect higher research and development costs, which
totaled $2.5 million for the year.

When it went public last April, Scoop planned to use the
new shareholders' money to develop IntelliSearch, its
online news services, then get additional
money for the long term. But the online news service didn't
attract enough customers, and Scoop was forced to lay off
most of its staff in February. The company is now looking
for a buyer. (Orange County Register 7-Mar-1998)


SELECT SOFTWARE: Posts $4.6 Million Loss
----------------------------------------
Select Software Tools, Irvine, lost $4.6 million in the
fourth quarter ended Dec. 31, and its stock fell 26 percent
Friday after the larger than expected loss was announced.
Its chief financial officer also resigned. Select had
expected a $1.8 million loss.

The loss includes one-time charges totaling $2.4 million
for restructuring and acquisitions. Without the charge,
Select would have reported a loss of $2.24 million. Revenue
for the fourth quarter was $9.12 million, up 90 percent
from a year ago.

For the year, Select's losses widened 344 percent, to $7.7
million, on revenue of $25.6 million, up 79 percent.
Without the one-time charges, Select's loss for the year
would have been $5.32 million.

Jerry Davison resigned as financial chief, operating chief
and a director. Outside director Bernard Fisher will take
over as acting chief financial officer. (Orange County
Register 7-Mar-1998)


SOLV-EX: UTS, Koch and Solv-Ex Sign Joint Venture Agreement
-----------------------------------------------------------
United Tri-Star Reso (TSE:UTS) United Tri-Star Resources
Ltd. ("UTS") announces an agreement has closed into escrow
with Koch Oil Sands Ltd. ("Koch") and Solv-Ex Corporation,
Solv-Ex Canada Limited and Solv-Ex Canada Limited
Partnership (collectively, "Solv-Ex").  

Koch has agreed to purchase specific Solv-Ex assets,
principally Alberta oil sands leases, subject to court
approval in the United States and Canada. The agreement
closed into escrow because Solv-Ex is involved in a
restructuring under the Companies Creditors Arrangement Act
(Canada) and under Chapter 11 of the Bankruptcy Code in the
United States.  

Koch, UTS and Solv-Ex have also entered into a joint
venture agreement relating to the properties involved.  
Assuming court approval, Koch will acquire a 78 percent
interest and operate the joint venture, and UTS will
ultimately acquire a 22 percent interest. UTS previously
announced this 22 percent interest is composed of a 10
percent working interest and the proposed acquisition of
Solv-Ex's 12 percent working interest.  

Following court approval, Koch and UTS would recover
bitumen from oil sands leases located in the Fort Hills
area, approximately 90 km (50 miles) north of Fort
McMurray, Alberta.  UTS and Solv-Ex would continue to
develop metal extraction technology separate from bitumen
operations.  

Along with its interest in the Athabasca tar sands project,
UTS also maintains a 31 percent interest in International
Reef Resources Ltd., which is actively pursuing development
of Coal Oil Agglomeration projects in the United States.  
As well, UTS hold a 36 percent interest in Tri-Star Gold
Corp.  which has one of the largest mineral property
holdings in the Ghanaian gold belts of West Africa.


TOTAL NATIONAL: Administrative Claims Bar Date
----------------------------------------------
Total National Telecommunications, Inc. d/b/a Total World
Telecom has issued a notice published in the Wall Street
Journal on Monday March 16, 1998 that April 18, 1998 is the
Administrative Claims Bar Date.

   
WINSTED MEMORIAL: Bankruptcy Judge Accepts Settlement
-----------------------------------------------------
In the two-year fight over Winsted Memorial Hospital, a
federal bankruptcy judge has accepted a settlement
that ends all claims against the hospital's last management
group.  Judge Robert Krechevsky approved a proposal by
bankruptcy trustee Barbara Hankin that former Winsted
Memorial executives James E. Sok and Daniel Dombal, along
with Sharon Hospital and the West Sharon Hospital Corp.,
collectively pay a total of $387,500 to settle creditors'
claims.

Hankin represents creditors who say they are owed a total
of more than $4 million. Sok, Dombal and the Sharon
management team ran the hospital for most of the two years
leading up to when it closed in October 1996. Hankin's
recommendation and the judge's decision were not popular
with many who blame the Sharon management group for the
hospital's demise.

"It's a very bad settlement," said consumer advocate Ralph
Nader, a Winsted native. "They didn't even take the full
figure of their own accounting firm's incomplete report."
Nader was referring to Hankin's February motion to approve
a settlement figure of $537,000. That was the total that
Kahn Consulting, a New York accounting firm, suggested the
Sharon group should pay to to settle the claims.

Hankin hired Kahn Consulting to investigate the events that
led up to the hospital's closing. Kahn, like E. Cortright
Phillips, the court-appointed receiver who decided to close
the hospital in October 1996 and file for bankruptcy,
reported finding no mismanagement by the Sharon management
team.  Nader criticized Kahn Consulting's methods in a
letter dated March 6, and sent to state Attorney General
Richard Blumenthal. The letter asks Blumenthal's office to
launch an investigation of the Sharon management team's
oversight of the hospital. The firm, according to Nader,
failed to conduct an independent audit, interviewed only
"the perpetrators, not the critics," based its report
on faulty information, and disregarded other important
facts. Nader said he has received no response to his
request for an investigation.

A spokesperson for Blumenthal's office said Nader's letter
is being reviewed.  Sharon officials have referred all
comment to Charles J. Filardi Jr., a hospital attorney.
"We think it was the proper decision based on the
bankruptcy code and the requirements of the bankruptcy
rules," Filardi said Wednesday.  Filardi stressed that the
Sharon management team did not mismanage the hospital,
according to the findings in Kahn Consulting's report.
(Hartford Courant 03/12/98)


Meetings, Conferences and Seminars
----------------------------------

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

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

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

April 2-5, 1998
   COMMERCIAL LAW LEAGUE OF AMERICA
      68th Annual Midwest District Meeting
         The Westin Hotel, Chicago, Illinois
            Contact: 1-312-781-2000

April 23-24, 1998
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      1998 Spring Education Seminar
         Hawthorne Suites Hotel, Charleston, South Carolina
            Contact: 1-803-252-5646

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

May 1-3, 1998
   NATIONAL ASSOCIATION OF CONSUMER BANKRUPTCY ATTORNEYS
      6th Annual Convention
         Fountainbleau Hilton Resort, Miami, Florida
            Contact: 1-703-803-7040

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

May 31-June 5, 1998
   COMMERICAL LAW LEAGUE OF AMERICA
      CLLA Credit Institute
         Marquette University, Milwaukee, Wisconsin
            Contact 1-312-781-2000

June 3-6, 1998
   ASSOCIATION OF INSOLVENCY ACCOUNTANTS
      Seminar
         San Francisco, California
            Contact 1-541-858-1665

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

June 11-12, 1998
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      1st Annual Conference on Corporate Reorganizations
         The Palmer House, Chicgo, Illinois
            Contact 1-903-592-5169 or ram@ballistic.com

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

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

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

July 24-29, 1998
   COMMERICAL LAW LEAGUE OF AMERICA
      104th Annual Convention
         Ritz Carlton, Amelia Island, Florida
            Contact: 1-312-781-2000

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

September 9-13, 1998
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Annual Convention
         Sheraton El Conquistador, Tuscon, Arizona
            Contact: 1-803-252-5646

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

November 30-December 1, 1998
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      5th Annual Conference on Distressed Debt
         Plaza Hotel, New York, New York
            Contact 1-903-592-5169 or ram@ballistic.com   

December 3-5, 1998
   AMERICAN BANKRUPTCY INSTITUTE
      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
conferences@bankrupt.com are encouraged.  








                 *********

A listing of meetings, conferences and seminars appears
each Tuesday.   

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 and Lexy Mueller, Editors.   
  
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
publishers.   
  
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.  
       
         * * *  End of Transmission  * * *