TCR_Public/980324.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 24, 1998, Vol. 2, No. 57              
                    
                   Headlines

AR ACCESSORIES: Gets Judge's Ok to Borrow
APOGEE ENTERPRISES: European Co.s File for Bankruptcy
BRADLEE'S: Bradlees is Bouncing Back                           
BUSTER BROWN: Seeking Approval to Sell Hosiery Division
DOOYANG: Files for Bankruptcy Protection

GLACKIN INDUSTRIES: Case Summary & 20 Largest Creditors
GREATE BAY: Seeks To Spend $14M On Hotel Rooms, New Slots
HALLA GROUP: Court Receivership Bid Approved
HALLA GROUP: Retains Rothschild as Advisor
HARRAH'S JAZZ: Gaming Control Board Approves Contract

HOSPITAL STAFFING: Worked Out Financing
INTEGRAL PERIPHERALS: Asian Crisis Blamed for Filing
INTERNATIONAL HERITAGE: Back in Business
MERRY GO ROUND: Suit Gets Sent to State Court Jury
OSORIO and WATKIN: Involuntary Bankruptcy Suit

PAN AM: To Become Charter Carrier                         
POCKET COMMUNICATIONS: Agreement Reached on Reorganization
SEARCH FINANCIAL: Case Summary & 20 Largest Creditors
US BRASS: Zurn Announces Consummation of Plan
WIZ INC: Subsidiaries Seek Substantive Consolidation

Meetings, Conferences and Seminars

                   *********

AR ACCESSORIES: Gets Judge's Ok to Borrow
-----------------------------------------
AR Accessories Group Inc. received approval Friday from a
federal bankruptcy judge to borrow the $1.5 million that
the company says it needs to stay in business for another
month.

The personal leather products manufacturer's chief
financial officer, John Pendergast, told Judge James E.
Shapiro in court Friday that AR wouldn't be certain it
could meet its payroll without the interim loan.

AR, formerly known as Amity Leather, filed for protection
under Chapter 11 of federal bankruptcy law a week ago after
a creditor filed a lawsuit in Milwaukee County Circuit
Court and Judge Arlene Connors froze the company's
assets. Robert Fishman, a Chicago attorney representing AR,
said the company had hoped to avoid bankruptcy by
negotiating a sale but was forced to file
because of the circuit  court suit.

Fishman said Friday that the company was continuing to talk
to several potential buyers. He said one of the buyers was
interested in keeping the operation in the Milwaukee area,
but several others might not. Fishman said he
would ask the court to approve an auction sale to the
highest bidder, with a target date of April 28.

AR shut down its manufacturing operation in West Bend
recently but maintains a headquarters on Brown Deer Road in
Brown Deer and a distribution center in West Bend. The
company also runs a chain of 70 retail stores known as
Wallet Works.

The company listed debts of $69.96 million and assets of
$61.76 million in a petition filed in U.S. Bankruptcy
Court.  Howard Korenthal, a Skokie, Ill., turnaround
consultant hired in early February by AR, testified on
Friday that the debt total included $42 million of
secured debt owed to three banks: Banc One, Firstar and
Harris Bank and Trust in Chicago. Korenthal said it was
unlikely that the company could be sold for more than $42
million.

Under that scenario, there would be no money available to
pay unsecured creditors. There are 500 creditors listed by
AR.  In a highly unusual turn of events, employees of the
company who are paid on an hourly basis got their paychecks
Friday afternoon without court approval. Normal Bankruptcy
Court procedures require that all expenditures after the
filing of a bankruptcy petition be approved by a judge. The
rule often prompts hastily scheduled court hearings, after
which companies scramble to get out the payroll.

AR avoided that by placing money to cover the payroll in a
trust account that was opened immediately before the
petition was filed. Shapiro called the maneuver
"unorthodox" and said, "I'll tell you the truth. I'm not
happy about the way this was handled." AR employs 230
people in Wisconsin, 325 in the Wallet Works stores
around the country and about 20 more in two other divisions
it operates.

The Wallet Works division also filed for Chapter 11
bankruptcy protection this week. Fishman said he would file
a motion to have the administration of the cases combined.
(Milwaukee Sentinel Journal-03/21/98)


APOGEE ENTERPRISES: European Co.s File for Bankruptcy
-----------------------------------------------------
Apogee Enterprises, Inc. (Nasdaq: APOG) announced today
that the five operating companies comprising its European
curtainwall operations have filed for bankruptcy or
commenced liquidation.  Specifically, four of the six
French companies have filed for bankruptcy, and
the United Kingdom company has commenced a voluntary
creditors liquidation.  As a result of these actions, all
of Apogee's European subsidiaries have filed for
bankruptcy or commenced liquidation proceedings except for
its holding company subsidiary, Harmon Europe S.A., and
Harmon L.T.S. S.A., which company engages exclusively in
the field of decorative metalwork interior fittings for
cruise ships.  Apogee expects that its involvement with
Harmon Europe and Harmon L.T.S. will also conclude in the
near future.

Apogee management confirmed that the charge announced on
February 26 includes all currently expected costs
associated with exiting its European operations and other
one-time charges.  As stated in the February 26 release,
Apogee will take an after-tax charge primarily for exiting
its European curtain wall operations ranging from $35
million to $39 million, or $1.22 per share to $1.36 per
share, for its fourth quarter ending February 28, 1998. The
cash impact of this action is expected to result in
expenditures of $12 million
to $16 million.

Russ Huffer, Apogee's President and Chief Executive
Officer, said, "We believe the exit from our European
curtainwall operations will put us in a better position to
achieve our growth strategy, realize the potential of our
business portfolio and improve Apogee's shareholder
returns."


BRADLEE'S: Bradlees is Bouncing Back                           
------------------------------------
Bradlees Inc. is showing signs of a turnaround after
toiling in bankruptcy proceedings for nearly three years.

The Braintree discount retailer reported a $25.9 million
profit in the fourth quarter and informed creditors of
intentions to file a reorganization plan with the
Bankruptcy Court in April.

"For a company that had a somewhat dismal outlook 14 months
ago, we have changed the impression of the future of
Bradlees," Chairman and Chief Executive Peter Thorner said.
"And despite a rather dramatic loss in market share, we
have gained most of it back. There is still life and
vitality in this company."

Bradlees has endured a turbulent 33 months under bankruptcy
protection.  During the last three years, the company has
feuded with creditors, canceled its stock, delayed plans
for reorganization, fallen short on sales targets,
fired a chief executive and laid off 2,000 people.

But if creditors approve a reorganization plan this spring,
Bradlees could emerge from a painful recovery that cost the
company a cumulative $448 million in losses.  The losses
primarily account for the closing of 33 stores and the
elimination of jobs.  It now operates 103 stores and
employs about 10,000 people.

Net losses last year totaled $22.6 million, compared with a
1996 loss of $218.8 million that included major
restructuring costs.  The company has sharply reduced its
operating losses, from $96.7 million in fiscal 1996 to $5.2
million last year.

"Bradlees is competing against the strength of Wal-Mart,
the savvy of Target and the renewal of Kmart," retail
analyst Walter Loeb said. "But the news is encouraging.
This company is showing signs of stability."

Thorner, who is credited with rehabilitating Ames
Department Stores before joining Bradlees, replaced the
former chief executive Mark Cohen after the company board
fired him on Christmas Eve, 1996. Cohen left with a $5.1
million severance package and is now a senior executive at
Sears.

Thorner called the turnaround "good news for a longtime
South Shore company" and said the smaller losses last year
represent a new era for Bradlees.   "It speaks admirably to
the dedication of our employees for generating the
sales and reducing the expenses necessary to reengineer
this company," he said.

Even so, the company remains under pressure from creditors
to come up with a satisfactory plan to pay its overdue
debts.  Bankruptcy Judge Burton Lifland technically gave
Bradlees the exclusive right to propose a plan until
August, but he told creditors they could file
their own proposals after April 15 if the company doesn't
win their support by April 1.

Thorner plans to breathe new life into Bradlees by changing
a number of strategies implemented by his predecessor.
For example, the company has stopped offering deep
promotional discounts in favor of an everyday low-price
strategy and has reinstituted a layaway program.

Bradlees is bringing back consumable products such as
household cleansers and snacks. "All high-traffic items,"
Thorner said. In addition, the company is putting less-
expensive casual wear for middle-aged men and women back on
the racks and reintroducing "price points" such as a
clothes iron for less than $10.

The company also is beginning an initiative to make its
stores look nicer -- starting with the remodeling of 10
stores.   "These are tired stores that need floor tiles
cleaned up and ceilings redone," Thorner said. "We're not
trying another new format. We've experimented
with way too many formats." (Patriot Ledger Quincy 03/18/98)


BUSTER BROWN: Seeking Approval to Sell Hosiery Division
-------------------------------------------------------
Buster Brown Apparel Inc. is seeking approval to sell its
hosiery division to Gateway Hosiery Mills Inc. and
expects the recovery from the sale and liquidation to total
about $2.55 million.  The apparel maker also wants to enter
into a licensing agreement that would allow Gateway, a
Chattanooga, Tenn.-based hosiery manufacturer and Buster
Brown unsecured creditor, to use Buster Brown's trademark
for infant and children's hosiery products for
a seven-year term with one five-year renewal term.
(Federal Filings, Inc. 20-Mar-1998)


DOOYANG: Files for Bankruptcy Protection
----------------------------------------
DOOYANG has become the second South Korean shipping company
to file for bankruptcy protection during the current
crisis.  The company is operating under compulsory
composition meaning it maintains its management and is
protected from general creditors but not from secured
creditors, such as holders of ship mortgages. Compulsory
composition status is one of two levels of protection under
Korean bankruptcy rules.

Korean lines Heung A and Pan Ocean have been operating
under corporate reorganisation (similar to US Chapter 11).
Dooyang Line was founded in 1984 out of amalgamation of a
number of individual shipping companies. At the last count
the company owned 16 vessels, including 11 bulk carriers
such as 6,000 dwt log carriers and handysizes, plus a few
tweendeckers and a reefer. The company has been known to
charter up to 40 vessels.  (LLoyds List International 03/14/98)


GLACKIN INDUSTRIES: Case Summary & 20 Largest Creditors
-------------------------------------------------------

Debtor:  Glackin Industries
         190 Quigley Blvd
         New Castle, Delaware 19720

Court: District of Delaware

Filed: 03/13/98    Chapter: 11

Debtor's Counsel: Stephen W. Spence
                  Phillips, Goldman & Spence PA
                  1200 North Broom Street
                  Wilmington, Delaware 19806


20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
Credit Systems Inc.                disputed         190
Bell Atlantic                                       255
Soltex International                                285
Mid Atlantic Fasteners                              300
Dun & Bradstreet                                    403
Knickerbocker Bed                                   571
Capitol Credit                                      576
Bayard Handelman & Murdoch                          597
Network Plus                                        666
Value Ticking Inc.                                3,943
Insurance Selective                               5,334
Robert and Judy Posenauer                         5,662
Credit Systems Inc.               disputed        6,254
Barbour Threads, Inc                              6,308
Hemley Corporation                                6,372
Simon, Master & Sidlow                           7,684
Southside Woodcraft                              12,000
Chestnut Ridge Foam                              12,202
Bellevue Ralty Co.                               18,000
Leggett & Platt Inc.                             35,000


GREATE BAY: Seeks To Spend $14M On Hotel Rooms, New Slots
---------------------------------------------------------
Greate Bay Hotel & Casino, Inc. is seeking court
authorization to implement a $7.1 million hotel room
renovation program and to purchase about $6.5 million worth
of new slot machines in an effort "to position itself going
forward as a profitable gaming operation, and in turn lead
to a successful reorganization."  The hotel and casino
operator said the room renovation program and purchase of
approximately 800 new slot machines is in the best
interests of creditors and an "integral part" of the
company's restructuring.
(Federal Filings, Inc. 20-Mar-1998)


HALLA GROUP: Court Receivership Bid Approved
--------------------------------------------
South Korea's Halla Group has had an application for court
receivership filed for its shipbuilding unit, Halla
Engineering and Heavy Industries, approved yesterday by a
local court.  Last month the group, which filed for
bankruptcy protection in December, said it hoped to raise
capital to save its shipbuilding business from collapse.

The shipbuilding division, the fifth largest shipbuilder in
the world, was at one stage linked with a major Norwegian
engineering concern. However, no further details emerged.
The unlisted shipbuilding company was among the two of the
Halla Group's units that filed applications for court
receivership late last year due to severe debt problems.
A spokesman for the group, which is South Korea's 12th
largest chaebol, said Halla Merchant Marine's bid for court
receivership had already been rejected.

For other Halla units have been seeking court protection
against creditors which, unlike a court receivership, would
allow the applying companies to retain current managers.
(LLoyds List International -- 03/20/98)


HALLA GROUP: Retains Rothschild as Advisor
------------------------------------------
Mong Won Chung, Chairman of the Halla Group, Korea's
twelfth largest chaebol, announced that the Group has
retained Rothschild Inc. as Halla's exclusive financial
advisor in the restructuring of Halla's indebtedness, which
is equivalent to U.S. $4 billion.

Mr. Chung stated, "Wilbur Ross, Rothschild's Senior
Managing Director and restructuring expert, will help us to
develop business and financial plans for each of our major
companies and to place U.S. $1 billion of bridge financing
to enable our companies to emerge from bankruptcy
protection and position them for equity investments by
international strategic and financial partners."

Jung Sik Moon, Halla Group's President added, "We have
great confidence in Mr. Ross, whose international
reputation precedes him."   Mr. Ross was quoted as saying,
"We are totally confident that international
investors will provide the resources necessary for Halla's
world class companies to achieve their full potential."

Chairman Chung also cited the efforts of the U.S. based law
firm of Piper & Marbury L.L.P., and Ms. Jaemin Park, an
attorney at Piper, for their work as Halla's counsel.

Halla's companies include:  Mando Machinery Corporation,
Korea's largest international manufacturer of automotive
parts; Halla Engineering & Heavy Industries, which operates
the large Sambo Shipyard and builds industrial plants and
machinery; Halla Construction and Halla Cement, Korea's
third largest cement producer.  The Halla Group's 1997
revenues approximated U.S. $5 billion.


HARRAH'S JAZZ: Gaming Control Board Approves Contract
-----------------------------------------------------
The Louisiana Gaming Control Board approved a contract
hammered out in U.S. Bankruptcy Court among the state,
creditors of the troubled project and investors, moving the
project closer to completion.

The latest wrangling was touched off after Gov. Mike
Foster, a gambling opponent who says the state must honor
the exclusive 25-year contract it awarded Harrah's, decided
to bypass legislative approval after lawmakers showed
only lukewarm interest.

The state attorney general then ruled that the contract was
a renegotiation, not a new document, and did not need the
approval of either the governor or the legislature. Casino
foes, including a number of legislators elected after the
project was first approved, argue the document is a new
contract and must be approved by the legislature.

Holders of $435 million in junk bonds in the casino
development, mostly local unsecured creditors, and city
officials have been pressing for approval of the contract.

State District Judge Bob Downing stayed the contract late
Friday until the state Supreme Court ruled on its legality.
The first hearing will be held in state district court
March 27.  (Reuters-03/21/98)


HOSPITAL STAFFING: Worked Out Financing
---------------------------------------
Hospital Staffing Services Inc., owner of Mid-South Home
Health in Memphis, has filed for voluntary bankruptcy
protection. The company has worked out financing so it can
continue its day-to-day operations, executives said.

In September, the Fort Lauderdale, Fla.-based company said
it was considering Chapter 11 bankruptcy after reporting a
loss of $5.1 million for the first nine months of the
fiscal year.  HSS this month sold its Travel Nurse
subsidiary to Preferred Employers Holdings Inc. for $5
million.

Medicare said it overpaid HSS's New England home care unit
during 1993 and 1994. The government is recouping its loss
by withholding payments to HSS for claims submitted in 1996
and 1997. HSS is disputing the $4.8 million in
repayments demanded by Medicare.  Last month, Ronald Cass
resigned as chairman and chief executive officer of
HSS, pending a federal investigation related to Medicare
claims made by the company's Florida home health
operations. After the filing, Ronald Lusk was
appointed chairman. Lusk is a private investor and nursing
home owner in Dallas.

"Our initial efforts will be directed at developing a plan
of reorganization that will allow the company to maintain
its current base of operations and then ultimately move
forward once again in the health care industry," Lusk said.
(Commercial Appeal Memphis - 03/20/98


INTEGRAL PERIPHERALS: Asian Crisis Blamed for Filing
----------------------------------------------------
Integral Peripherals Inc., the Boulder-based company filed
for Chapter 11 bankruptcy protection March 9, noting a
Pacific Rim investor base that couldn't continue financing
efforts following the failure of Asian markets.
"We were primarily funded from the east: Singapore, Taiwan,
Hong Kong and Malaysia," said Steve Volk, chairman and CEO
of Integral Peripherals. "These guys were unable to
continue financing the company so we were forced to file
Chapter 11."

Integral Peripherals, which ranked as The Denver Business
Journal's fastest-growing private company in 1996, reported
assets of $51.3 million and liabilities of $25.1 million in
its bankruptcy protection filing. Volk adds that the
reorganization is largely procedural because a new investor
base, built from both domestic and international venture
capitalists, is already in place.

"We do have a new investor group that is committed to go
forward with us and we have some very significant contracts
in place." said Volk. "So really this isn't as negative as
it sounds."  Volk cites three Pacific Rim factors that led
to the Chapter 11 filing: gross market declines, currency
devaluations and failures of Asian businesses
also held in the portfolios of Integral's investors.

Alabama-based Information Technology Holding is the largest
creditor listed in the filing, claiming a $10.1 million
convertible promissory note. Other significant creditors
include ROC Venture Company in Taipei, Taiwan; TA YA
Electric Wire & Cable Co., also in Taiwan; the Singapore-
based Uraco Holdings Limited; and Longmont's Cirrus Logic
Corp.  (Denver Business Journal - 03/20/98)


INTERNATIONAL HERITAGE: Back in Business
----------------------------------------
International Heritage, Inc., the  North Carolina company
suspected of running a huge pyramid scheme was back
in business "on a limited basis" Thursday after a federal
judge accepted a consent decree, a court-appointed receiver
said.  Receiver Lloyd Whitaker was appointed by a federal
judge in Atlanta to take control of Raleigh-based
International Heritage Inc.

He was appointed after the Securities and Exchange
Commission obtained a temporary restraining order to shut
down its operations.  On Thursday, U.S. District Judge
Richard Story accepted a consent decree that was the result
of negotiations between the SEC and International Heritage,
Whitaker said.

"In a nutshell, it allows the company to sell its product
through existing independent sales representatives," he
said. "By existing, it means they were in place before I
was appointed on Monday." The SEC and attorneys for
International Heritage will square off again Tuesday on the
SEC's motion for a preliminary injunction against the
company.

Describing itself as a purveyor of fine jewelry, luggage,
collectibles and golf equipment, the company actually was
the front for a fraudulent pyramid scheme that raised more
than $150 million from over 155,000 investors, the SEC
charged.  That would be one of the nation's largest pyramid
schemes, which are swindles in which funds from new
investors are used to pay off promised returns to other
investors.

The SEC complaint filed Monday against the company and its
three founders followed the agency's decision last week to
suspend trading of the company's stock for 10 business
days.  International Heritage stock soared last week and
the company's market value rose from $330 million to $1.2
billion. (Greensboro News Record - 03/20/98)


MERRY-GO-ROUND: Suit Gets Sent to State Court Jury
--------------------------------------------------
Rather than decide the $4 billion fraud, negligence and
malpractice case against Ernst & Young International Inc.,
Judge E. Stephen Derby said he will send it back to Circuit
Court, where it was filed in December by the failed
retailer's bankruptcy trustee, Deborah Hunt Devan.

A motion by Ernst & Young transferred the lawsuit to
bankruptcy court, where Merry-Go-Round is going through a
liquidation process.  But, after hearing arguments Tuesday
on the move, Derby ruled that he would give Devan a chance
for the jury trial she had requested.   Ernst & Young's
attorneys fought to keep the case in bankruptcy court,
because, they argued, the malpractice charges against the
accounting and consulting firm had stemmed from the
retailer's bankruptcy filing.

At the federal level, the case could be heard by a
bankruptcy judge or by a U.S. District Court jury. However,
Judge Derby said, he feared that the time spent making that
decision and considering potential appeals from both sides
could unreasonably delay the process. "The constitutional
importance of a jury trial should not be lightly weighed,"
Derby said.  "The plaintiff has elected a right to a jury
trial and would get a jury trial in state court.  In federal
court, the right to a jury trial is in doubt."

The judge also ruled that the trustee's complaint is
grounded in Maryland law and, thus, better decided by the
state court.  "We are disappointed in the decision, and
we're looking at our litigation options," said Patrice
Ingrassia, an Ernst & Young spokeswoman.

Merry-Go-Round hired Ernst & Young in December 1993 to
create a turnaround strategy for the retailer, which had
suffered declines in sales and earnings after new fashions
failed to catch on with young buyers.  Devan's lawsuit
alleges that Ernst & Young mishandled the retailer's
Chapter 11 reorganization, filed in January 1994,
preventing Merry-Go-Round from salvaging itself.

When the company filed for bankruptcy, it had $113 million
in cash, $18 million in refundable taxes, $71 million worth
of inventory and negligible secured debt, the suit said.
Now, $60 million in creditors' claims remain outstanding.
Ernst & Young also failed to disclose its ties with the
retailer's law firm, says the lawsuit, which seeks $1
billion in compensatory damages and $3 billion in punitive
damages.  (Baltimore Sun - 03/19/98)


OSORIO and WATKIN: Involuntary Bankruptcy Suit
----------------------------------------------
Two large lenders and another creditor, who claim together
they are owed $29.5 million, have filed an involuntary
bankruptcy petition against Osorio and Watkin, D.M.D., P.C.
in U.S. Bankruptcy Court.   A professional dental firm,
Osorio and Watkin is a business partner with First New
England Dental Centers Inc. of Malden in the operation of a
chain of dental centers.

The involuntary bankruptcy petition was filed by Imprimis
Investors LLC and Wexford Spectrum Investors LLC, both of
Greenwich, Conn. Both are lenders and investors in Osorio
and Watkin. First New England Dental Centers, Osorio and
Watkin's partner in the dental business, joined in the
involuntary bankruptcy filing. It did so as a creditor of
Osorio and Watkin.

First New England Dental, which on Feb. 13 filed for
Chapter 11 bankruptcy protection in Delaware, claims it is
owed $15 million by Osorio and Watkin. Imprimis Investors
claims it is owed $10.5 million, and Wexford Spectrum
claims it is owed $4 million.

Early last year, First New England Dental Centers filed
with the Securities and Exchange Commission for an initial
public stock offering. The company expected to raise $27.6
million from the offering before expenses, according to
news reports. It was planning to use the proceeds to
finance the acquisition of more dental facilities and to
repay outstanding debt.

However, the stock offering was withdrawn as was a second
attempt in December to raise money through an IPO because
market conditions were not considered right.  Seder said
his clients loaned $15 million to First New England Dental
and Osorio and Watkin in July 1997. In December 1997, they
also became investors in First New England Dental when they
contributed about $3 million in equity to the management
services company.

The involuntary bankruptcy filing against Osorio and Watkin
was dated March 16. Under bankruptcy rules, debtors have 20
days to answer after receiving the summons.  (Telegram Gazette
Worcester - 03/20/98)


PAN AM: To Become Charter Carrier                         
---------------------------------
Pan Am Corp. gave up the idea of resuming scheduled
service and won permission to shrink to a charter carrier
after the airline was unable to find an investor to rescue
it from bankruptcy.  U.S. Bankruptcy Judge A. Jay Cristol
said it was too early to consider a motion by a federal
trustee who acts as a watchdog in bankruptcy cases to halt
operations and liquidate Pan Am's assets.  "It is premature
to jump into liquidation at this point. I think there is a
possibility that some viable operation can come out of
this," Cristol said. "Expenses have been cut not with a
scapel, but with a meat ax."

Pan Am conceded defeat at a bankruptcy hearing Thursday and
was allowed to pull the plug on the $60,000-a-day leases
covering seven aircraft. The grounded airline had hoped
that it could resume scheduled service within a day or two
of an approved bailout plan.  But three potential investors
fell through since flights were canceled Feb. 27.

Without the leased jets, Pan Am is left to lease out daily
the three charter aircraft it owns.   Cristol has said he
favors a workable charter operation over liquidation,
which he considers a last resort.  Pan Am's proposed
business plan would allow the company to generate a profit
from charter flights, its president David Banmiller said in
announcing the charter plan.

Pan Am may try again to become a full-fledged airline
"after the company has reestablished itself in the
marketplace as a healthy, soundly managed, charter-
only operation," but no time soon, said Paul Singerman,
attorney for the creditors committee. He also opposes
immediate liquidation.

In the three weeks since Pan Am's shutdown, former TWA
owner Carl C. Icahn, high-tech millionaire Milan Mandaric
and bankruptcy investor Rothschild Recovery Fund have come
and gone from investment talks.

Pan Am Corp.'s two airline subsidiaries filed for
bankruptcy court protection from its creditors on Feb. 26
and grounded regular flights the following day. The holding
company, which owns the name, joined the bankruptcy
filing.


POCKET COMMUNICATIONS: Agreement Reached on Reorganization
----------------------------------------------------------    
The principal lenders of Pocket Communications Inc. and DCR
PCS Inc. (the "debtors") announced Friday (3/20) that they
have reached agreement with the Federal Communications
Commission (the "FCC") and Department of Justice staffs on
terms of a bankruptcy reorganization plan for the debtors.  
Ericsson Inc., Siemens Telecom Networks, Pacific Eagle
Investments Ltd., Masa Telecom Inc. and Masa Telecom
Asia Investment Pte. Ltd. (the "lenders") will propose the
plan, which will resolve all issues in the debtors' Chapter
11 cases.  The FCC and the lenders collectively hold
approximately $1.5 billion in claims, approximately 98
percent of all claims in the cases.

Under the plan, a new company ("NEWGSM Co."), with support
from the lenders, will acquire the Debtors' C Block
licenses in the Chicago and Dallas markets.  The Debtors'
other C block licenses will be cancelled.  The lenders
expect to file the plan with the bankruptcy court in
Baltimore on or about April 1, 1998.

"This agreement is the result of a tremendous cooperative
effort by all parties.  It will meet the goals of providing
GSM PCS service to the public as quickly as possible while
providing maximum financial recovery for the U.S.
government," said James Harris, financial advisor to the
lenders.  As part of the process, the FCC may issue a
public notice.  While other parties are permitted to submit
proposals, the lenders have not committed to support any
other proposals.  NEWGSM Co. will comply with the FCC rules
governing C block licenses.  The lenders are currently
soliciting proposals from qualified candidates to invest
in, control and operate NEWGSM Co. and intend to select one
or more investors within the next two months.


SEARCH FINANCIAL: Case Summary & 20 Largest Creditors
--------------------------------------------------

Debtor:  Search Financial Services Acceptance Corp.
         600 North Pearl St. Suite 2500
         Dallas Texas 75201

Type of business: Financial Services company specializing
in the management of non-prime motor vehicle receivables.

Court: Northern District of Texas, Dallas Division

Case No.: 398-32129-RCM-11   Filed: 03/06/98    Chapter: 11

Debtor's Counsel: Andrews & Kurth LLP
                  1717 Main Street
                  Suite 3700
                  Dallas, Texas 75201

Total Assets:            $1,757,285
Total Liabilities:       $6,936,923

                                                   No. of
                                         Amount    Holders
                                         ------    -------
Fixed, liquidated secured debt               $0          0
Contingent secured debt                      $0          0
Disputed secured debt                        $0          0
Unliquidated secured debt                    $0          0

Fixed, liquidated unsecured debt            150  $1,842,923
Contingent unsecured debt                    $0          0
Disputed unsecured debt                      3   $5,094,000      
Unliquidated unsecured debt                  $0          0

No. of shares of preferred stock              0          0
No. of shares of common stock              1,000          

20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
Hall Phoenix/ Inwood Ltd.            Loan        $5,078,500
Mayer Brown & Platt      professional fees          $82,088
Wheat First              professional fees          $75,564
Greenwich Capital        professional fees          $34,464
MCI Telecommunications          trade debt          $33,625
P.F.I. W. Realty                trade debt          $30,192
AT&T Credit                     trade debt          $25,207
Akin Gump Strauss        professional fees          $24,600
Prettyman & Associates   professional fees          $21,611
Lucent Technologies             trade debt          $19,312
Federal Express                 trade debt          $16,378
Business Environments           trade debt          $14,349
BT Office Products              trade debt          $11,655
McKool Smith             professional fees          $11,501
Unishippers of Tulsa            trade debt          $10,640
Rudnick & Wolfe          professional fees           $9,867
Datamax Office Systems          trade debt           $9,523
Long Distance Savers            trade debt           $8,648
Ofc Chevrolet, LP               litigation           $8,000
Angela Teal                     litigation           $7,500


US BRASS: Zurn Announces Consummation of Plan
---------------------------------------------
Zurn Industries, Inc. (NYSE: ZRN) announced
that the Plan of Reorganization of United States Brass
Corporation (US Brass) has been consummated with an
effective date of March 19, 1998.  Eljer Plumbingware, Inc.
(formerly Eljer Manufacturing, Inc.), parent corporation of
US Brass, and Eljer Industries, Inc., owner of Eljer
Plumbingware and a subsidiary of Zurn, also were proponents
of the Plan.  The Order confirming the Plan was entered by
the United States Bankruptcy Court for the Eastern District
of Texas on February 24, 1998.

Pursuant to the Plan, the Brass Trust was created and
funded with $53.4 million, less certain credits, and a $20
million noninterest bearing note payable over 10 years.  
Releases were exchanged by US Brass, the Eljer
Entities, Shell Oil Company and Hoechst Celanese
Corporation (each suppliers of resin used by US Brass in
the manufacture of polybutylene plumbing systems),
and the Cox Class, a certified, nationwide class of
polybutylene plumbing claimants.  A secured credit facility
held by US Brass was also repaid. Payments to unsecured
creditors holding uncontested claims are in process.

As a result of the Plan, US Brass will remain a wholly-
owned subsidiary of Eljer Plumbingware and claims related
to polybutylene plumbing against US Brass, Eljer
Plumbingware and Eljer Industries will be enjoined and
channeled to the Brass Trust.

Commenting on the Plan consummation, Chairman Robert R.
Womack said: "We are pleased to have consummated the Plan
on the same financial terms on which Zurn made the decision
to acquire Eljer Industries in December 1996.  Now that
the Plan is effective, we will begin to more fully
integrate US Brass into the Zurn operations."

Zurn Industries, Inc. is an industry leader in
manufacturing and marketing plumbing and HVAC products and
fire protection systems, and in providing water
resource construction services.


WIZ INC: Subsidiaries Seek Substantive Consolidation
----------------------------------------------------
Saying their assets and business functions are "hopelessly
entangled," The Wiz and its 84 subsidiaries are seeking to
substantively consolidate their estates.  "It would be
difficult, if not impossible, to disentangle the finances
of each of the Debtor entities.  It would also most likely
serve no purpose," the former electronics retailer told the
court.  (Federal Filings, Inc. 20-Mar-1998)


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

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 6-7, 1998
   THE PRACTICING LAW INSTITUTE
      20th Annual Current Developments in Bankruptcy
      and Reorganization
         PLI Conference Center, New York City
            Contact: 1-800-260-4PLI

April 20-21, 1998
   THE PRACTICING LAW INSTITUTE
      20th Annual Current Developments in Bankruptcy
      and Reorganization
         San Francisco Hilton & Tower, San Francisco,
California
            Contact: 1-800-260-4PLI
      
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 23-24, 1998
   THE PRACTICING LAW INSTITUTE
      How to Handle Consumer Bankruptcy Cases: A Practical
      Step-by-Step Guide
         PLI Conference Center, New York City
            Contact: 1-800-260-4PLI

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  * * *