TCR_Public/980701.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
      
       Wednesday, July 1, 1998, Vol. 2, No. 128
                    
                  Headlines

ALLIANCE ENTERTAINMENT: Confirmation Hearing Set
ARAPUA: Brazil's Largest Electronics Chain is Insolvent
BOSTON CHICKEN: How Long Can They Stay Out of Bankruptcy?
FRUEHAUF TRAILER: Hearing on Disclosure Statement
GENERAL HOMES: Files "Chapter 22"

GEOTEK: Case Summary & 20 Largest Creditors
GEOTEK: Obtains $10 Million in DIP Financing
GEOTEK: Ratings Lowered by S&P
GUY F. ATKINSON: Canadian Asset Sales Approved
INTEGRAL PERIPHERALS: Seeks to Extend Exclusivity

JOHNS MANVILLE: 401(k) Plan for Union Hourly Employees
MENLO ACQUISITION: Reports Chapter 11 Filing
MOVIE BUFFS: Chain Files Chapter 11
NORTHSTAR ENERGY: To Merge with Devon Energy Corporation
NOVA CORP: Receives Shareholder Approval of Merger

NYS ENTERTAINMENT: Notice of Auction and Bidding Procedures
ONE-STOP WIRELESS: Applies to Employ Professionals
PEGASUS GOLD: Committee Taps Executive Sounding Board
ROCKWELL INTERNATIONAL: Ratings Put On S&P Watch, Negative
SK GLOBAL: Jae Hong Lew Named New President

SMITH TECHNOLOGY: DIP Loan Extended Through July 31
SNAP-ON: Announces Layoffs and Restructuring
SUB & STUFF: Founder Files for Chapter 7 Protection
TARRAGON OIL: Merger Announced With Marathon
WASTE MANAGEMENT: Acquires Publicly Owned Shares of Sub

WELLCARE MANAGEMENT: Stock Ownership Disclosed
WESTRAY: Files for Chapter 11 Protection
YOUNG BROADCASTING: Hires Lazard Freres

                   *********

ALLIANCE ENTERTAINMENT: Confirmation Hearing Set
------------------------------------------------
On June 26, 1998 Alliance Entertainment Corp. reported that
it received approval from the Bankruptcy Court of its
Disclosure Statement for its plan of reorganization.  the
company also reported the court approved the sale of its UK
subsidiary, Castle Communications to London-based Rutland
Trust PLC.

The approval of the Disclosure Statement allows Alliance to
commence the solicitation of votes for approval of its plan
of reorganization.  A hearing to confirm the plan is
scheduled for July 30, 1998.

Under the terms of the plan, Alliance Entertainment will
become a private corporation with nearly all equity in the
company to be held by a syndicate of banks led by The Chase
Manhattan bank, as agent. The company's existing common
stock will be canceled and shareholders in the old Alliance
Entertainment will receive no distribution.  Holders of
allowable general unsecured claims against the reorganizing
companies, including Senior Subordinated Note Holders will
receive no distribution, but they are entitled to Warrants
to purchase stock on a prorated basis.


ARAPUA: Brazil's Largest Electronics Chain is Insolvent
-------------------------------------------------------
Brazil's biggest consumer electronics stores chain Arapua
yesterday started an insolvency process. Its overall
liabilities are valued at R$800mil. The company gave up
negotiating with the holding that controls Mappin and
Mesbla. The holding offered a 5-year term payment (and a 6-
month bonus) through monthly parcels, which was refused by
Arapua's creditors. Due to the insolvency, Arapua now has
to pay 40% of its debts in 1 year and the remainder in the
following  year. It will pay a 4% interest rate. Arapua
owns 265 stores throughout the country. It posted a
turnover of R$1.6bil in 1997 down from R$2.18bil in 1996.  
It posted net losses of R$183.1mil last year, against a
pre-tax profit of R$124.3mil in 1996. Its net worth is
valued at R$109.7mil.


BOSTON CHICKEN: How Long Can They Stay Out of Bankruptcy?
---------------------------------------------------------
Boston Chicken Inc. is asking its lenders for more  
money and more time to pay it back.   The operator of
Boston Market restaurants is negotiating for a $37 million  
line of credit for working capital with payment deferred to
late October.

The Golden-based company also is asking the banks not to
enforce a requirement that it meet a minimum figure for
weekly per-store revenue of $18,000 for the second quarter.

If senior lenders - Bank of America National Trust and
Saving Association and General Electric Capital Corp. -
approve the agreement, Boston Chicken would be able to
prevent any acceleration of loans and a domino effect that
would land the restaurant chain in federal bankruptcy
court.

"We and the lenders are working extremely hard so that
doesn't happen," said spokeswoman Karen Rugen. "It's just
that if we don't get a new credit facility or miss that
(July 15) payment or not make the $18,000, we might have
no other  choices."  The restaurants are not expected to
meet the $18,000 weekly per-store sales average for the
second quarter, which ends July 12, Rugen said. She
declined to say how much the shortfall would be.

Boston Chicken also is scheduled to make a $10.5 million
loan payment on July 15. That payment also would be
deferred until late October, under the proposed agreement.
Whatever is spent on the $37 million credit line would
be  due then, along with another $272.8 million the company
owes from 1996 loans.

Rugen expects the lenders to approve the credit line by
next week. Also this month, the company should complete a
deal to convert loans to its franchise owners, making the
more than 1,000 Boston Market restaurants company-owned.

The short-term credit line also would be used to cover
costs related to restructuring and refinancing and an
additional $619 million of debt.

"We don't know what form (the restructuring) will take,"
Rugen said. `We're  in conversations with several banking
investment firms, but have not picked one yet."

Boston Chicken is still looking for a buyer for Einstein
Noah Bagel Corp., Rugen said. The company, which has a
majority interest in the Golden-based bagel chain, has put
it up for sale to raise money. New Chief Executive Officer
J. Michael Jenkins, who has brought in a new management
team since taking over in May, has said they are attempting
to turn the restaurant chain around by focusing on
operations, raising cash by selling of some property,
including Einstein Noah, and by restructuring and
refinancing loans and debt.(RockyMountainNews-06/27/98)


FRUEHAUF TRAILER: Hearing on Disclosure Statement
-------------------------------------------------
Fruehauf Trailer Corporation and its affiliates will seek
entry of an order approving the Disclosure Statement at a
hearing on July 28, 1998.


GENERAL HOMES: Files "Chapter 22"
---------------------------------
General Homes Corp., Houston, has filed its second chapter
11 case in less than 10 years, The Houston Business Journal
reported. The company, which first filed chapter 11 in 1990
with about $200 million in liabilities, has filed a pre-
packaged chapter 11 plan that involves Los Angeles-based
Kaufman & Broad Home Corp., which is the third-largest home
builder in the country. Kaufman & Broad will take control
of the company; the plan is expected to be completed before
September 30. Prior to the filing, shareholders and debt
holders unanimously approved a proposed plan that provides
for full payment to all creditors, according to General
Homes CFO Jim Alexander.


GEOTEK: Case Summary & 20 Largest Creditors
-------------------------------------------
Debtor:  Geotek Communications, Inc.
         102 Chestnut Ridge Road
         Montvale, New Jersey

Type of business: Develops and Sells wireless
communications systems and services for businesses with a
mobile workforce.

Court: District of Delaware

Case No.: 98-1375   Filed: 06/29/98    Chapter: 11

Debtor's Counsel:
                  Michael J. Crames
                  Andrew A. Kress
                  Edmund M. Emrich
                  Kaye, Scholer Fierman, Hays & Handler LLP
                  425 Park Avenue
                  New York, NY 10022
                  (212) 836-8000

          Young, Conaway Stargatt & Taylor LLP
      11th Floor - Rodney Square North
                 P.O. Box 391
Wilmington, Delaware 19801
                 (302) 571-6000

Total Assets:          $335,925,000
Total Liabilities:     $435,766,000
                                                   No. of
                                         Amount    Holders
                                         ------    -------
Fixed, liquidated secured debt     $206,410,000    unknown
Contingent secured debt            Undetermined    unknown
Disputed secured debt              Undetermined    unknown
Unliquidated secured debt          Undetermined    unknown

Fixed, liquidated unsecured debt   $229,356,000        750
Contingent unsecured debt          Undetermined    unknown
Disputed unsecured debt            Undetermined    unknown
Unliquidated unsecured debt        Undetermined    unknown

No. of shares of preferred stock      1,064,000         45
No. of shares of common stock       113,483,000     25,000

20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
The Bank of New York           Notes Payable     75,000,000
Rafael Armament Electronics            Trade     21,000,000
Hughes Network Systems Inc.            Trade     14,108,830
Mitsubishi Consumer Electronics        Trade      4,429,585
IBM Corporation                        Trade      2,197,556
Bright Sun Group                       Trade      1,000,620
Wireless Development Services          Trade        769,926
Insight Electronics                    Trade        665,002
Decision Systems Israel        Notes Payable        610,856
PSI Business Computers Inc             Trade        469,251
Klehr, Harrison, Harvey        Prof Services        421,715
Analog Devices, Inc.                   Trade        420,027
Unixtar Technology Inc.                Trade        390,145
Aerotek                                Trade        381,585
Arthur Andersen LLP            Prof Services        362,020
MAS TEC Technologies                   Trade        349,530
VFP,Inc.                               Trade        348,337
Gillespie                              Trade        341,300
Alcatel Network Systems                Trade        289,165
Trimble Navigation Ltd.                Trade        288,696


GEOTEK: Obtains $10 Million in DIP Financing
--------------------------------------------
Geotek Communications Inc., a provider of mobile
logistics systems, said it filed for Chapter 11
bankruptcy,  following a string of operational and
financial problems over the past year.

The company also said it obtained $10 million in debtor-in-
possession financing, which should allow Geotek to conduct
business while it attempts either to reorganize with
creditors or find a strategic buyer for its business.

Subject to court approval, Geotek said it will use all
operating revenues, in addition to the $10 million in
financing from S-C Rig Investments III, L.P., an affiliate
of the Soros Group, to continue operations.

Employees will continue receiving their normal salaries and
benefits, the Montvale, N.J.-based company said.

"The filing, coupled with the new financing, affords the
company the opportunity to stabilize its financial
situation, restructure its balance sheet and reinforce and
maximize the underlying value of its business to
attract  additional investors or strategic partners,"
William Spier, who took over the helm as Geotek chairman in
April, said in a statement.

As of March 31, Geotek said it had consolidated assets of
about $351 million and consolidated liabilities of about
$424 million.  Four of Geotek's nine board members resigned
two weeks ago.

Geotek's stock, which had already lost most of its value
amid uncertainty about the company's restructuring efforts,
fell 17 cents to about 10 cents on Nasdaq in afternoon
trading. It reached a 52-week high of $6.8125 per share
on  June 24, 1997.(Reuters:Financial - 06/29/98)


GEOTEK: Ratings Lowered by S&P
------------------------------
Standard & Poor's today lowered its senior unsecured debt
rating on Geotek Communications Inc. to single-'D' from
triple- 'C'-plus.

In addition, Standard & Poor's revised its corporate credit
rating on the company to not meaningful.  The ratings were
removed from CreditWatch, where they were placed May 21,
1998, reflecting the fact that Geotek's cash was becoming
insufficient to fund its business plan.

    
GUY F. ATKINSON: Canadian Asset Sales Approved
----------------------------------------------
Guy F. Atkinson Co. of California won approval to sell
substantially all of its remaining Canadian assets to VECO
Corp., which outbid TIC Holdings Inc. The U.S. Bankruptcy
Court in San Francisco approved the sale to VECO of
substantially all of the remaining Canadian assets,
excluding the Burnaby real estate located in British
Columbia, for about $1.8 million cash, $732,203 in the form
of wage and/or severance pay savings, and $127,000 in
assumed liabilities. The court also authorized the
construction company to sell the Burnaby real estate to
VECO for nearly 5.1 million Canadian dollars ($3.5 million)
in cash. (Courtesy of The Daily Bankruptcy Review Copyright
c June 30, 1998;ABI- 30-June-98)


INTEGRAL PERIPHERALS: Seeks to Extend Exclusivity
-------------------------------------------------
The debtor, Integral Peripherals, Inc. is seeking an
extension of the exclusivity period during which no party
other than the debtor may file a plan to august 14, 1998
and extending the time during which the debtor may gain
acceptances to October 14, 1998.


JOHNS MANVILLE: 401(k) Plan for Union Hourly Employees
------------------------------------------------------
In a Form 11K filed with the SEC, Johns Manville
Corporation sets forth the Johns Manville Hourly Employees
401(k) Plan formerly the Schuller International Hourly
Employees Thrift Plan, providing eligible union hourly
employees a convenient means for regular and systematic
savings with several investment options. The Plan is
offered as part of collective bargaining agreements between
unions and Johns Manville International, Inc.  Plan
participants have the option of directing the investment of
their contributions and related Company contributions into
any one or a combination of separate funds.


MENLO ACQUISITION: Reports Chapter 11 Filing
--------------------------------------------
Menlo Acquisition Corp. FDBA Focus Surgery, Inc. of
Delaware (Registrant) filed a Form 8k with the SEC stating
that on February 9, 1996, the Registrant filed for
protection under Chapter 11 of the federal bankruptcy
laws  in the United States Bankruptcy Court, Northern
District of California, Oakland  division pursuant to which
the Registrant's existing directors and officers  will
continue in possession but subject to the supervision and
orders of the  bankruptcy court.

The Registrant made a cash distribution of $267,218 to  
unsecured creditors in February 1998.  It is unclear at
this time whether any funds will be available for
distribution to the shareholders.  The Registrant plans to
file a Plan of Reorganization and Disclosure Statement with
the bankruptcy court in the near future. As directed by the
Bankruptcy Court in a hearing taking place on May 6, 1998,
the Registrant will no longer file monthly operating
reports with the United States Bankruptcy Court.
(States SEC-06/29/98)


MOVIE BUFFS: Chain Files Chapter 11
-----------------------------------
Movie Buffs, a video store chain, has filed for chapter 11
protection in Utah, according to the Deseret News. The
company, which operates 14 stores in Utah and Wyoming, is
assessing whether to close any stores, and options such as
selling them. Movie Buffs filed for protection for a
variety of reasons, including the effects of a possible
trial for distributing pornography.

Movie Buffs' court documents show assets of between
$100,000 and $499,000 and liabilities of $1 million to
$9,999,000. The first meeting of creditors is scheduled for
July 22. (ABI:30-June-98)


NORTHSTAR ENERGY: To Merge with Devon Energy Corporation
--------------------------------------------------------
Northstar Energy Corporation announced that it has reached  
an agreement with Oklahoma-based, Devon Energy Corporation
to  merge the two companies.  The merger would create an
evenly balanced oil and gas producer with 53 percent
of  its reserves in  the U.S. and 47 percent in Canada.  
The combined company would have total proved reserves (net
of royalties) of approximately 1.2 trillion cubic feet of
gas and 117 million barrels of oil.  The combined company
will  be very strongly capitalized with low debt  levels
relative to its peers.

Under the agreement, Northstar shareholders will receive
.227 Devon common equivalent shares for each existing
Northstar share.  Application will be made to list the
common equivalent shares, or "Exchangeable Shares" for
trading on The Toronto Stock Exchange.  The shares  
will be exchangeable,  at each shareholder's option, for an
equivalent number of Devon  common shares. Devon common
shares trade on the American Stock Exchange.

Northstar shareholders will also receive a downside
protection collar that will increase the exchange ratio, if
the Canadian dollar value of the offer is less than $11.00
per Northstar share, subject to a maximum exchange ratio of  
.235 Devon shares.

Based on June 26 closing price of U.S.$36.50 per Devon
share, the offer equates to a value of Cdn.$12.17 per
Northstar share.  This represents a premium a 25  
percent to Northstar's closing price of $9.75 on June 26
and a premium of 35 percent to Northstar's 20 day average
closing price of $9.01 per share.

In total, assuming the .227 exchange ratio, Devon would
issue 15.4 million common equivalent shares.  Devon also
would assume Northstar's existing long-term debt which is
currently  approximately Cdn.$455 million.

As one of the largest North American independent oil and
gas producers, the combined company would rank in the top
15 of all US-based independent producers in terms of market
capitalization and total proved reserves.  In terms of US-
only production, it  would rank among the top 20 public
independents.  In Canada, the combined company would be a
"Tier 1" producer ranking among the top 20 in terms of
Canadian oil and gas production.

The combined company would have a large inventory of
exploration opportunities, holding an aggregate of 2.5
million net acres of undeveloped lands.  The combined
company will have considerable exposure to Canadian and
U.S. natural gas markets,  balanced by substantial oil  
reserves, particularly in the Permian Basin of the U.S.
The combined company will have approximately 47.7 million  
outstanding common shares with approximately 36.8 million
shares  in the public float.  The company will be very
strongly capitalized with approximately Cdn.$90  
million in working capital, Cdn.$455 million in total debt
based on current  long-term debt levels and an estimated
Cdn.$735 million in available financial  borrowing
capacity.

The merger is subject to approval by the shareholders of
both companies as well as certain regulatory and court
approvals including by way of a plan of arrangement in
Canada.  Devon and Northstar have each undertaken to pay to
the  other substantive  termination fees in the event the
merger is not completed  and to  provide each other certain
other rights and non-solicitation provisions.


NOVA CORP: Receives Shareholder Approval of Merger
--------------------------------------------------
NOVA Corporation (NOVA) announced at the company's Annual
and Special Meeting held today in Calgary, that NOVA  
shareholders have approved a plan of arrangement for the
merger of NOVA and TransCanada PipeLines Limited
(TransCanada) and the split off of NOVA's commodity
chemicals business as a separate public company from the
energy services business.

TransCanada shareholders will vote at a separate meeting.
If approval is obtained from shareholders of both
companies, the proposed arrangement will be submitted to
the Court of Queen's Bench of Alberta for approval on
Tuesday, June 30, 1998.  If such approvals are
granted, it is  anticipated that closing of the transaction
will occur July 2,1998.  After the transaction is
effective, the arrangement brings together two of Canada's  
largest companies with complementary energy services
businesses, corporate  objectives and growth strategies and
NOVA Chemicals will be split off as a  stand alone,
publicly traded company.


NYS ENTERTAINMENT: Notice of Auction and Bidding Procedures
-----------------------------------------------------------
A notice of auction and bidding procedures was published in
The Wall Street Journal on June 30, 1996.  Any bid must be
submitted no later than July 8, 1998 together with a good
faith deposit of $200,000.


ONE-STOP WIRELESS: Applies to Employ Professionals
--------------------------------------------------
One-Stop Wireless of America, Inc., and its affiliates, as
debtors, are seeking authorization to employ Marshack &
Shulman LLP as their general counsel at the hourly rates
plus a retainer in the amount of $70,000.

By separate motion, the debtors apply to employ
Reorganization Consultants Squar, Milner & Reehl, Inc. and
request approval of a $20,000 retainer to be billed against
at hourly rates plus costs.


PEGASUS GOLD: Committee Taps Executive Sounding Board
-----------------------------------------------------
On June 17, 1998 the Court entered an order granting the
motion of the Official Committee of Unsecured Creditors of
Pegasus Gold Corporation to employ Executive Sounding Board
Associates, Inc. as financial consultant.  


ROCKWELL INTERNATIONAL: Ratings Put On S&P Watch, Negative
----------------------------------------------------------
Standard & Poor's today placed its ratings on Rockwell
International Corp. on CreditWatch with negative
implications.

The CreditWatch placement follows the announcement of major
restructuring actions. The Costa Mesa, Calif.-based firm
intends to spin off its semiconductor unit, $1.4 billion of
$7.8 billion revenues in fiscal 1997, to shareholders in a
tax-free transaction. Also importantly for credit quality,
in continuing automation and avionics businesses, Rockwell
will record a $625 million pretax charge in the third
fiscal quarter, ending June 30, 1998,  relating to cost
reductions and asset impairments. Cash outlays
will be about  $200 million.

Long-term profit challenges have emerged in continuing
operations, prompting cost reductions and related charges.
Sales are about flat in factory automation, with third
quarter earnings expected to be about 10% below a year  
earlier. Avionics operations are performing strongly, with
third quarter sales to be up 18% from a year earlier, but
with earnings adversely affected by a $35 million
government program charge.

The semiconductor operation spin-off will continue the
trend of reduced business diversity at Rockwell.
Aerospace/defense and graphics system units  
were sold in 1996, and automotive operations were spun off
in 1997.  Semiconductor operations have been struggling due
to price pressures and difficult product transitions in
modem chipsets.

Standard & Poor's will meet with Rockwell's management to
assess the firm's future competitive position,
profitability and cash generation prospects, and financial
structure.


SK GLOBAL: Jae Hong Lew Named New President
-------------------------------------------
SK Global America, Inc., the U.S. subsidiary of Korea's SK
Global Co., Ltd., named Jae Hong Lew as its new  
President.  SK Global Co., Ltd., with revenues of $4.2
billion, is a member of the SK Group, Korea's fifth largest
conglomerate.

As part of a previously announced restructuring plan, SK
Global America will primarily focus on its core business
areas, including merchandise, petrochemical, and grain
trading.

Today's announcement follows SK Group's May 6th
announcement of a plan to raise approximately $2 billion by
trimming its business by 80 percent and increasing foreign
ownership of the Group's operating companies.  The SK Group  
expects to attract $1.5 billion through foreign investment
into its major companies, while raising $500 million by
selling additional shares in two or three operating
companies.


SMITH TECHNOLOGY: DIP Loan Extended Through July 31
---------------------------------------------------
Smith Technology Corp. once again received court approval
for a one-month extension of its debtor-in-possession loan
agreement with Chase Manhattan Bank and BTM Capital Corp.
At a June 23 hearing, the U.S. Bankruptcy Court in
Wilmington, Del., approved the extension of the DIP loan
from June 27 to July 31. The court also scheduled a
July 7 hearing for Smith, the lenders, and the creditors'
committee to report on the status of settlement
negotiations.(Courtesy of The Daily Bankruptcy Review
Copyright c June 30, 1998;ABI 30-June-98)


SNAP-ON: Announces Layoffs and Restructuring
--------------------------------------------
Snap-on Inc., Kenosha, Wis., announced a restructuring
Monday that will eliminate 1,000 jobs and result in a $175
million charge for the third quarter to cover the actions,
according to Reuters. The maker of tools and equipment for
the auto industry will close five manufacturing plants,
five warehouses and 40 to 45 small offices in North America
and Europe. In addition, it will discontinue certain
product lines and consolidate some business units. Snap-on
hopes to save about $60 million annually as a result of
these changes and help the company achieve its financial
goals. (ABI:30-June-98)


SUB & STUFF: Founder Files for Chapter 7 Protection
---------------------------------------------------
Sub & Stuff Founder Louis Stoico Jr. has filed for chapter
7 protection in Kansas City, Kan., The Wichita Business
Journal reported, just three months after Stoico Restaurant
Group, a publicly held company, filed chapter 11. Stoico
listed personal assets of $269,466 and liabilities of
$1,041,853. Attorney Christopher Redmond of Husch and
Eppenburger said that Stoico's filing was unavoidable
because of his personal guarantee of a large number of
leases for his restaurants, as well as the stock earnings
losses he has suffered since the chapter 11 filing. When
Stoico's company, including subsidiaries Spaghetti Jack's
Inc. and Sub & Stuff Inc., filed chapter 11, it did so to
protect the company's assets and stabilize cash flow. The
company has since scaled back operations in Kansas,
Oklahoma, Texas, Missouri and Wisconsin. (ABI:30-June-98)


TARRAGON OIL: Merger Announced With Marathon
--------------------------------------------
Tarragon Oil and Gas Limited and Marathon Oil Company
announced today that formal documentation has been
completed between Tarragon and Marathon for the  
acquisition by Marathon of the outstanding securities of
Tarragon by Plan of Arrangement.  

Under the terms of the transaction, security holders of
Tarragon will receive Cdn $14.25 cash for each Tarragon
common share, or at the option of the holder, exchangeable
shares of equivalent value issued by a wholly-owned  
Canadian subsidiary of Marathon that are exchangeable into
shares  of USX- Marathon Group common stock (NYSE symbol:  
MRO), or a  combination of the  foregoing (subject to a
maximum 90 percent of  the total consideration being  paid
in exchangeable shares).  Subject to court confirmation, a
Tarragon security holders' meeting is expected to be called
for mid-August1998, to approve the transaction.  An
Information Circular will be mailed to all security holders
approximately one month prior to the meeting.

In addition to shareholder approval, the transaction is
subject to a number of other customary conditions,
including certain regulatory approvals and
court approval.


WASTE MANAGEMENT: Acquires Publicly Owned Shares of Sub
-------------------------------------------------------
Waste Management, Inc. (NYSE: WMX) announced that it had
reached an agreement with the independent directors
of its majority-owned Waste Management International plc
subsidiary (NYSE: WME)  regarding the acquisition of the
publicly owned shares of the subsidiary.

Under the proposal, holders of the approximately 20 percent
of the outstanding shares of Waste Management International
not currently owned by Waste Management, Inc. and its
subsidiaries will receive 345p in cash for each share  
held.

The proposal, which will be implemented by means of a
Scheme of Arrangement under the English Companies Act, is
subject to approval by a majority in number representing 75
percent in value of the holders of Waste Management  
International minority shares voting at a meeting of such
holders and the  approval of the English High Court.  The
independent directors of Waste Management International
have stated that they intend to recommend that holders of
Waste Management International minority shares vote in
favor of the proposal.  


WELLCARE MANAGEMENT: Stock Ownership Disclosed
----------------------------------------------
In a Schedule 13D filed with the SEC, Edward A. Ullman
reports beneficial ownership of 411,045 shares of common
stock of Wellcare Management Group Inc. As a result of his
Class A Common  Stock  ownership,  Mr.  Ullmann is a
beneficial owner of 20% of the total combined votes of the
outstanding shares of Common Stock and Class A Common
Stock.


WESTRAY: Files for Chapter 11 Protection
----------------------------------------
Westray Inc. of Jacksonville said yesterday it has filed to
reorganize under Chapter 11 bankruptcy protection.  The
company is a big importer of Mediterranean food into the
southeast and exports electronic components used in
television sets and TV monitors.

The company has about $3.5 million in debts and some $3
million in assets, said David E. Otero, the attorney
handling the bankruptcy.  Westray said it expects to pay
all its debts and continue business in a normal manner and
that it has purchase orders on its books to ship $5 million
worth of electronics.  Otero said the bankruptcy came after
the company lost some $1.3 million participating in a joint
venture with the government of Belarus to modernize a plant
in that country, which was once part of the former Soviet
Union.


YOUNG BROADCASTING: Hires Lazard Freres
---------------------------------------
The Wall S` treet Journal reports on June 30, 1998 that
Young Broadcasting Inc. hired investment banker Lazard
Freres & Co. to explore "potential strategic alternatives,"
including a merger, sale or other options.  Young has first
quarter sales of $64.6 million, and posted a loss for the
quarter ended March 31.

                   *********

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

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