TCR_Public/981117.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, November 17, 1998, Vol. 2, No. 225

                  Headlines

AMERICAN RICE: Emergency Hearing To Clarify MDFC Escrow
AUSTIN FOREX: Files Chapter 11
BARNEY'S: Court Approves Disclosure Statement
BOSTON SCIENTIFIC: Third Quarter Loss of $509M                
CRIIMI MAE: Meeting of Creditors Set

D&L VENTURE: Seeks Hearing Date on Disclosure Statement
EATON'S: CEO Resigns
FPA MEDICAL: Committee Seeks OK to Pursue Lenders
FUNPLEX PARTNERSHIP: Order Dismissing Case
HIGHWAYMASTER: Reports 1998 Third Quarter Results           

HOME THEATER PRODUCTS: Committee Seeks Final Decree
INTEGRATED MEDICAL: The Path That Led To Bankruptcy
JPE INC: Reports Net Loss for Third Quarter
KIWI INTERNATIONAL AIR: Converted To Chapter 7
LIBERTY HOUSE: Court Approves Reclamation Claim Process

MOLTEN METAL: Trustee Taps Patent Counsel
MUTUAL BENEFIT LIFE: Court Approves Sale
NEXAR TECHNOLOGIES: Announces Third Quarter Results
PARAGON TRADE: Ups Estimates For Y2K Fix To $28M
PEGASUS GOLD: Taps Goldin as Liquidating Trustee

PHYSICIANS RESOURCE: Arthur Andersen Resigns
PITTSBURGH PENGUINS: Judge Orders Team To Stay Put
TODAY'S MAN: Reports Third Quarter Results
VALU FOOD: Possible Bankruptcy Filing
WINTERSILKS: Lender Seeks Chapter 11 Trustee

Meetings, Conferences and Seminars

                  *********

AMERICAN RICE: Emergency Hearing To Clarify MDFC Escrow
-------------------------------------------------------
American Rice, Inc. files a request for emergency
consideration of the debtor's motion for an order in aid of
clarifying MDFC Escrow procedures.  The debtor states that
it will be irreparably harmed if it cannot give its Working
Capital Lenders some comfort that MDFC Equipment Leasing
Corporation cannot properly draw upon a $1.8 million letter
of credit which served as security against debtor's default
under the now monetized "lease" between debtor and MDFC.

Immediate resolution of this issue is critical because
debtor is up against the borrowing cap on its lending
facility with its Working Capital Lenders.  A determination
that the letter of credit no longer constitutes a
legitimate borrowing item will generate $1.8 million of
borrowing availability for the debtor.  This availability
would permit the debtor to acquire in excess of $7 million
of critically necessary rice.


AUSTIN FOREX: Files Chapter 11
------------------------------
Russell Erxleben has filed for bankruptcy protection for
Austin Forex International Inc. and its affiliate,
International Foreign Exchange Corp., according to the
Austin American-Statesman. Austin Forex, believed to have
been trading up to $60 million for as many as 600
investors, closed suddenly on Sept. 14, and Erxleben's
attorney said that he is trying to regain control of the
company from a court-appointed receiver; he claims the
receiver is not handling the case well and that he can
recover more money for investors.

The State Securities Board had asked the court to appoint a
receiver, alleging that Erxleben defrauded investors that
gave money to people who invested with Austin Forex. The
receiver plans to file a motion in bankruptcy court to
dismiss the chapter 11 filings. In the filings, Austin
Forex lists assets and liabilities of $50 million to $100
million, and International Foreign Exchange listed assets
and liabilities of $1 million to $10 million. Last week a
state judge ruled that the receiver could take over control
of a $60,000 skybox at the University of Texas' Royal-
Memorial Stadium, over Erxleben's objections. The receiver
said Erxleben had agreed to sell football tickets for the
skybox for investors at the highest possible price and he
did not fulfill that promise. (ABI 16-Nov-98)


BARNEY'S: Court Approves Disclosure Statement
---------------------------------------------
Menswear retailer Barney's Inc., along with Bay Harbour
Management L.C., Whippoorwill Associates Inc. and the
Unsecured Creditors' Committee, announced that the
bankruptcy court has approved the disclosure statement
related to an amended reorganization plan, of which the
proponents are Whippoorwill, Bay Harbour and the Creditors'
Committee, according to a newswire report. The court has
scheduled a confirmation hearing for Dec. 21, and Barney's
expects to emerge from chapter 11 in January, three years
after it filed for protection. (ABI 16-Nov-98)


BOSTON SCIENTIFIC: Third Quarter Loss of $509M                
----------------------------------------------                            
The Boston Herald reports on November 13, 1998 that Boston
Scientific of Natick has lost $509 million in the third
quarter, including charges related to accounting
irregularities in Japan. The medical device maker said the
$2.60 a share loss compared to earnings of $88 million in
the same period last year. Revenue rose 21 percent to $575
million.

The Japan problems cost the company $53 million, and there
was a $524 million one-time charge to account for research
it acquired when it took over a Pfizer Inc. unit for $2.1
billion.  - BLOOMBERG NEWS.


CAPITOL PRESTIGE: Travel Agency Files Chapter 11
------------------------------------------------
A major Sacramento travel agency has filed for  
Chapter 11 bankruptcy protection from creditors. Capitol
Prestige Travel Inc., formerly known as Carlson Wagonlit
Travel, plans to continue operating under court protection.
The agency's lawyer, Martin Brifman, told the Sacramento
Bee newspaper that it will honor all cruise and other
travel commitments to  customers but there will be some
downsizing of staff. Brifman says the agency was hurt by a
20 percent cut in travel agent commissions by major
airlines last year.


CRIIMI MAE: Meeting of Creditors Set
------------------------------------
CRIIMI MAE Holdings II, LP, debtor submitted a re-notice of
Chapter 11 bankruptcy case, meeting of creditors &
deadlines.

The meeting of creditors is scheduled for December 7, 1998  
at 9:00 am in Room 620, Greenbelt Office of the U.S.
Trustee, 6305 Ivy Lane - Room 620, Suite 600, Greenbelt,
Maryland 20770.  Deadlines to file a proof of claim is
February 14, 1999 and April 3, 1999 for a governmental
unit.


D&L VENTURE: Seeks Hearing Date on Disclosure Statement
-------------------------------------------------------
D&L Venture Corp. seeks to establish December 8, 1998 as
the deadline for filing objection to the disclosure
statement and December 9, 1998 as the date and time of a
hearing on the adequacy of the Disclosure Statement.


EATON'S: CEO Resigns
--------------------
Eaton said its President and Chief Executive George Kosich,
Former head of Canada's largest retail chain Hudson's Bay
Co., had resigned effective immediately. Brent Ballantyne,
chairman of the company's board of directors, will head a
committee of the company's executives pending appointment
of a new president.

Eaton's closed stores and cut jobs after filing for
bankruptcy protection in February 1997. The company went
public with a C$175-million share offer in June 1998.

In June, the retailer slashed 600 more full and part-time
jobs across Canada as it changed its retail mix to higher-
margin fashion and soft goods, phasing out sales of
appliances and furniture.

Trade in Eaton's shares was halted on the Toronto Stock
Exchange  Monday.  ($1 = $1.55 Canadian)

   
FPA MEDICAL: Committee Seeks OK to Pursue Lenders
-------------------------------------------------
The Official Committee of Unsecured Creditors of FPA
Medical Management, Inc., et al. filed a motion for
authority to pursue claims and causes of action on behalf
of the debtors' estates against the Bank Group and Sterling
Lenders.

On August 20, 1998, the court entered the final order
authorizing secured post-petition financing on a super
priority basis.  In the financing order, the debtors
acknowledged the validity and priority of the liens of the
lenders who are part of the pre-petition credit agreement
and the lenders who are part of the Sterling Loan and
acknowledged that the debtors were liable to the pre-
petition lenders and Sterling Lenders.  

The financing order provides that any party in interest
other than the debtors, including the Committee, has until
October 15, 1998 to file an adversary proceeding or
contested matter challenging the validity, enforceability
or priority of the Bank Group's or Sterling Lenders' liens
or asserting any claims or causes of action against the
Bank Group or sterling Lenders.

Out of an abundance of caution, the Committee is filing
this motion to seek court authority to challenge the
validity enforceability and priority of the
Bank Group's and Sterling Lenders' liens and to pursue
causes of action against the Bank Group and Sterling
Lenders.

The Committee suggests that numerous potential causes of
action may exist against the Bank Group and Sterling
Lenders including fraudulent conveyances under the
Bankruptcy Code and state law, preferential transfers under
the Bankruptcy Code and the avoidance of improperly
perfected liens against certain of the debtors'' assets.  
The Committee believes that there is a potential
substantial benefit to the debtors' estate by the recovery
of these claims promptly.  Therefore, the Committee is
seeking authority and standing to pursue the causes of
actions against the Bank Group and Sterling Lenders and to
challenge the validity, enforceability and priority of the
liens of the Bank Group and Sterling Lenders.


FUNPLEX PARTNERSHIP: Order Dismissing Case
-------------------------------------------
On November 10, 1998 an order was entered dismissing the
case of Funplex Partnership, debtor.


HIGHWAYMASTER: Reports 1998 Third Quarter Results           
-------------------------------------------------
HighwayMaster Communications, Inc. (Nasdaq:HWYM-News), a
leading provider of wireless voice and data communications
services to the commercial trucking and service vehicle  
industries, today reported that for the third quarter ended
Sept. 30, 1998, the company's operating loss before
nonrecurring items was $10.7 million, compared
with $6.4 million for the 1997 third quarter ending Sept.
30. The net loss for the 1998 third quarter, including
special charges, was $18.5 million ($0.74 per share) on
total revenues of $15.2 million, compared with a net loss
of $6.6 million ($0.27 per share) on total revenues of
$16.2 million for the 1997 third quarter.

For the first nine months of 1998, the company reported an
operating loss before nonrecurring charges of $29.9
million, compared with $20.9 million for the 1997 nine
months. After special charges, the net loss this year was
$44.1 million ($1.77 per share) on total revenues of $48.6
million, compared with a net loss of $20.6 million ($0.83
per share) on total revenues of $41.4 million for the first
nine months of 1997.

"The financial results for the third quarter were
significantly impacted by costs associated with major
changes that were announced in September. During the
quarter, we halted the development of the AutoLink system
and other products not directly related to our primary
business of serving the commercial trucking and service
vehicle industries, and we restructured the company's
management and employee base," said Jana Bell, president
and chief executive officer.

"Third quarter comparisons with last year are not very
meaningful because of the number of significant one time
charges included in this year's third quarter results,"
continued Bell. "These charges result primarily from our  
efforts to focus our business on those products and
services that provide the greatest opportunity to impact
profitability in the near term."

Third quarter 1998 results reflect a $2.4 million
nonrecurring charge for halting development of the AutoLink
system, $2.2 million in one time costs associated with the
company's restructuring, a $3.5 million provision for bad  
debts, of which $2.7 million relates to the bankruptcy of
one customer, a $0.9  million increase in depreciation and
amortization costs from a year ago and  $3.0 million in
noncomparable net interest expense from the third quarter a  
year ago.


HOME THEATER PRODUCTS: Committee Seeks Final Decree
---------------------------------------------------
The Official Committee of Unsecured Creditors of debtor
Home Theater Products International, Inc., filed a motion
for a final decree in the Chapter 11 bankruptcy case of
Home Theater Products International., Inc., dba HT
International, Inc.

The Committee requests that the court close the case since
the Chapter 11 plan has been substantially consummated and
most of the distributions contemplated under the plan have
been made.  The Committee requests that the court retain
jurisdiction over any issues that may arise in connection
with its judgment against Bird, Marella, Boxer & Wolpert.


INTEGRATED MEDICAL: The Path That Led To Bankruptcy
---------------------------------------------------
The Kansas City Star reports on November 14, 1998 that  
Integrated Medical Resources Inc., a Lenexa-based company
that operates Diagnostic Center for Men clinics for the
treatment of impotence, has filed for Chapter 11 bankruptcy
protection.

The company said it has scaled back its operations but
remains open and is continuing to seek new capital.
The bankruptcy filing came after years of losses at
Integrated Medical. The company began in 1990 with one
Olathe clinic and recently operated about 40 clinics around
the country. The company's woes have been attributed
to  overly rapid expansion and patients turning to the
impotence drug Viagra instead of taking diagnostic tests.

F. Stannard Lentz, an Overland Park attorney representing
Integrated Medical, said the company had been operating 29
clinics just before the bankruptcy filing.  "At this point,
some of those 29 have been closed and others are open with  
a reduced level of staff," Lentz said.

Lentz said Integrated Medical's Overland Park clinic is
open on a limited basis and added that 38 employees remain
at the Lenexa headquarters. Lentz said the bankruptcy
filing was of the type known as a quick or emergency
Chapter 11 filing, submitted to keep the company from
closing.

Lentz said the bankruptcy filing, made in U.S. Bankruptcy
Court in Kansas City, Kan., was necessary because the
company's primary lender "was not allowing us to use
accounts receivable to operate on."

Lentz said that in an emergency hearing Friday, U.S.
Bankruptcy Judge John T. Flannagan approved the company's
use of accounts receivable proceeds to continue operations
until Dec. 1, when Flannagan has scheduled another hearing  
on the status of the bankruptcy case.  In documents filed
with the bankruptcy court, Integrated Medical said it had
$1 million to $10 million in estimated assets and $1
million to $10 million in estimated debts.

Trading in Integrated Medical stock resumed on the Nasdaq
exchange Friday, a week after the company had asked the
exchange to suspend trading. The stock closed Friday at
5/32, down 15\32. The stock at one point reached a 52-week
low of 3/32 in Friday's trading.

The company reported Nov. 6 that it had been unable to meet
its payroll for two weeks.  Integrated Medical said Oct. 6
that it had obtained $700,000 in short-term loans and was
negotiating with several investment funds for an additional
$4 million to $6 million in capital.


JPE INC: Reports Net Loss for Third Quarter
-------------------------------------------                   
JPE Inc. (OTC BB: JPEI) reported operating results for the
third quarter and nine months  ended September 30, 1998.

For the quarter ended September 30, 1998, JPE Inc. reported
a net loss of $38.1 million or $8.29 per share as compared
to net income of $191, 000 or $0.04 per share for the third
quarter of 1997. The third quarter loss included the write
down of assets in the aggregate amount of $29.8 million
related to the company's two subsidiaries, Plastic Trim
Inc. ("PTI") and Starboard Industries Inc. ("SBI") which
filed for protection on September 15, 1998 under Chapter 11
of the Bankruptcy Code. In addition, the company reported a
loss of  $5.3 million on the sale of Allparts Inc. Results
were also impacted by professional fees related to the
bankruptcy filings of PTI and SBI in the aggregate amount
of $1.4 million and higher interest expense of $1 million
over the same quarter in 1997.

James J. Fahrner, chief financial officer, stated, "The
impact of the General Motors strike and the resulting
bankruptcy filings for three of our subsidiaries had a
materially adverse effect on our results. Although these
are all good businesses, they were unable to carry their
respective debt loads and fund operations following the
settlement of the General Motors strike. We continue to
pursue our stated strategy of selling these businesses."

Net sales for the third quarter of 1998 were $49.2 million,
a decrease of 30% as compared to $70.3 million for the
third quarter of 1997.

The net loss for the nine months ended September 30, 1998
was $48.8 million or $10.62 per share as compared to a net
loss of $925,000 or $0.20 per share reported for the nine
months ended September 30, 1997.


KIWI INTERNATIONAL AIR: Converted To Chapter 7
----------------------------------------------
The case of Kiwi International Air Lines, Inc.
has been converted from Chapter 11 to Chapter 7 by Consent
Order filed on October 30, 1998.


LIBERTY HOUSE: Court Approves Reclamation Claim Process
-------------------------------------------------------
The Honorable Lloyd King entered an order on November 5,
1998 approving the Reclamation Procedures submitted by the
debtor.  Claimants will respond to a reclamation statement
within 20 days.  A claimant may either accept the amount,
or initiate discussions with the debtor to reconcile and
agree on the amount of the reclamation demand. The debtor
will satisfy acceptable reclamation claims, but in no event
shall the amount of goods returned and claims allowed or
paid exceed $2 million.


MOLTEN METAL: Trustee Taps Patent Counsel
-----------------------------------------
Stephen S. Gray, the Chapter 11 Trustee of Motlen Metal
Technology Inc. and its affiliated debtors requests a court
order authorizing the employment of Pandiscio & Pandiscio
PC to act as Special Counsel.  The Trustee seeks to employ
the counsel solely with respect to providing legal services
associated with the transaction pertaining to the sale of
various assets.  The lenders have agreed to increase the
carveout for the Chapter 11 Trustee and his professionals
in an amount not to exceed $25,000.


MUTUAL BENEFIT LIFE: Court Approves Sale
----------------------------------------
Superior Court Judge Anthony Parrilo in Trenton, N.J., last
week approved the sale of Newark-based Mutual Benefit Life
Insurance Company to a California-based financial services
company, Sun America, according to The Star-Ledger. The
decision ends seven years of legal battles relating to the
insurance company's failure. Sun will pay $130 million for
$5.5 billion worth of rejuvenated life insurance and
annuity accounts held by Mutual Benefit. When combined with
cash surpluses, the sale is expected to produce a $770
million surplus, two thirds of which will be shared by
creditors. Bad real estate deals led the failure of the
146-year-old insurance company in 1991. Only four of
330,000 Mutual Benefit policyholders objected to the
judge's ruling. (ABI 16-Nov-98)


NEXAR TECHNOLOGIES: Announces Third Quarter Results
---------------------------------------------------
Nexar Technologies Inc., (Nasdaq:NEXR) Friday announced
operating results for the third quarter ended Sept. 30,
1998.

For the three months ended Sept. 30, 1998, Nexar reported
revenues of $2.5 million compared to third quarter revenues
in 1997 of $4.4 million. Nexar also reported a net loss
applicable to common stock for the quarter ended Sept. 30,  
1998 of $6.8 million or ($.68) per basic share and ($.57)
per diluted share, compared to a loss of $5.4 million or
($.68) per basic share and ($.50) per diluted share in the
third quarter of 1997.

Despite its restructuring efforts, Nexar warned last week
that its inability to date to obtain sufficient new
financing and concern among its creditors may soon force
the company to seek protection under insolvency laws. While
Nexar has been able to reduce overhead expenses
through the closing of its California  manufacturing
facility and a reduction in workforce, the company has been
able to fund only a limited amount of production through a
contract manufacturer due  to a lack of working capital.
Several of Nexar's trade creditors have recently filed
lawsuits seeking payment of amounts claimed to be owed to
such creditors for goods and services supplied to the
company. In addition, holders of 26,461 shares of the
company's Series B Convertible Preferred Stock have
exercised  their right of redemption of such shares at an
aggregate redemption price of  approximately $3.3 million.
The company does not have the funds to pay such redemption
price, which is currently due and accrues interest at 11%
per annum until paid.


PARAGON TRADE: Ups Estimates For Y2K Fix To $28M
------------------------------------------------
Paragon Trade Brands Inc. has increased its anticipated
costs for fixing its Year 2000 problem to $28 million from
the previous estimate of $19 million. While the diaper
maker had spent $14.7 million to implement software
designed to exterminate Y2K-related bugs, Paragon last week
estimated that another $14 million is needed to complete
the project, noting that the company is assessing the need
for any additional costs that may be incurred through
project completion. Paragon has established a "Y2K Project
Office" to assess, manage, and implement Year 2000
activities as well as a "Y2K Steering Committee" to oversee
those efforts. Deloitte Consulting/ICS is assisting
with the new business system implementation and Gartner
Group Inc. is helping with alterations of infrastructure
and third party dependents. (The Daily Bankruptcy Review
and ABI Copyright c November 16, 1998)


PEGASUS GOLD: Taps Goldin as Liquidating Trustee
------------------------------------------------
Pegasus Gold Corporation and its affiliated debtors seek
entry of an order appointing Harrison J. Goldin as
liquidating trustee pursuant to the second amended joint
liquidating plan of reorganization of Pegasus Gold
Corporation et al. under Chapter 11 of the Bankruptcy Code.
Mr. Goldin's hourly rate for this matter is $395 (including
25% reduction.)


PHYSICIANS RESOURCE: Arthur Andersen Resigns
--------------------------------------------
Physicians Resource Group, Inc. (NYSE: PRG)  
today announced that the Company will not file its
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998 with the Securities and Exchange  
Commission on a timely basis as the result of (1) problems
with the Company's internal controls and financial
reporting systems, (2) recent executive and employee
terminations, (3) lack of adequate financial information
from certain affiliated practices which are in dispute with
the Company with respect to their contracts with the
Company and (4) the unwillingness of Arthur Andersen,  
LLP to assist the Company.  However, the Company intends to
work diligently and retain the necessary assistance to
allow it to prepare the quarterly report as soon as may be
feasible.

The Company also announced that Arthur Andersen, LLP has
resigned as the Company's independent public accountants.  
The principal reasons for its resignation which Arthur
Andersen expressed to the Company were (1) its  
concerns regarding whether there exist internal financial
controls and adequate financial reporting from affiliated
practices necessary for the Company to develop reliable
financial statements and (2) its belief that prior
management of the Company had not taken steps to remedy
problems disclosed to the Company by Arthur Andersen in a
"material weakness" letter delivered in connection with
Arthur Andersen's issuance of its opinion with respect to
the Company's financial statements for the year ended
December 31, 1997, as disclosed in the Company's Form 10-K
for that period.

The Company is in the process of selecting independent
public accountants for the Company.  Also, an experienced
financial advisor and consultant has been retained by the
Company to assist management and the board of directors of
the Company in reviewing financial issues and implementing
solutions where needed.

The Company was informed by its principal bank lender that
the Company is in default under its bank loan agreement as
the result of recent executive resignations, but the lender
has not accelerated the maturity of the indebtedness, which
has a principal balance of $9,500,000.

Dr. Ralph Berkeley, whose appointment to the board of
directors of the Company was previously announced, has
concluded that, for personal reasons, he is unable to serve
as a director of the Company.  However, he has agreed to
serve in a leadership role on an advisory committee to the
board, which is being organized to advise and assist the
directors in their efforts to restructure the Company and
bring financial and operating stability to the
Company.

Dr. Stephen M. Weinstock has been appointed as a new
director.  Dr. Weinstock is a physician with Eye Institute
of West Florida, which is an eye care practice affiliated
with the Company.

PRG is a provider of physician practice management services
to eye care practices and operates ambulatory surgery
centers.


PITTSBURGH PENGUINS: Judge Orders Team To Stay Put
--------------------------------------------------
A federal bankruptcy judge has ordered the owners of the  
Pittsburgh Penguins not to shop the team around to other
cities. Judge Bernard Markovitz issued the order Friday,
but didn't specify for how long. Team officials and
attorneys tell the Pittsburgh Post-Gazette they are not  
interested in relocating the team, at least for now. The
team declared bankruptcy last month.


TODAY'S MAN: Reports Third Quarter Results
------------------------------------------
Today's Man Inc. announces that net income increased to
$521,900 on sales of $489.3 million for the third quarter
ended October 31, 1998.  Sales for the nine months ended
October 31, 1998 increased 2.3% to $146.1 million.  Net
income for the nine-month period increased to $1,659,200
from a loss of $5,440,100 for the comparable nine months of
1997.  Comparable store sales increased 2.3% for the 25
superstores in operation at the end of each nine-month
period.

During the third quarter of 1998, today's Man signed a
commitment letter with Mellon Bank for an expanded
revolving credit facility.  A charge of approximately
$350,000 was taken in the third quarter to reflect the
balance of the fee owed for terminating its current
revolving credit facility early.  The company expects that
this charge will be substantially offset in the fourth
quarter by the interest savings generated by the refinanced
debt.  Results for the third quarter of 1997 reflect a $7.3
million charge for payments to creditors related tot he
company's plan of reorganization.  Both the payments are
classified as interest expense in the Consolidated
Statements of Income.


VALU FOOD: Possible Bankruptcy Filing
-------------------------------------
About 150 jobs will vanish as a cut-rate supermarket chain
closes four stores in Randallstown, Perry Hall, Bel Air and
Rosedale. "Valu Food" executives say another ten stores
will remain open during a reorganization and possible  
bankruptcy filing.


WINTERSILKS: Lender Seeks Chapter 11 Trustee
--------------------------------------------
In September, 1998 WS Acquisition LLC ("WSA") executed an
Asset purchase Agreement under which WSA agreed to buy and
the debtor, Wintersilks, Inc., agreed to sell the debtor's
assets, subject to court approval. The agreement would have
provided approximately $225,000 for unsecured creditors'
claims.  A hearing was scheduled on November 10. On
November 5, the debtor advised WSA that another party,
Venus Swimwear had purchased the equity in the debtor and
would propose a plan offering $450,000 to unsecured
creditors.  On November 6, WSA modified the agreement with
the debtor by increasing the cash component for unsecured
creditors' claims by $1 million.

On November 9, the debtor withdrew the sale motion.  

WSA states that the debtor has breached the Asset Purchase
Agreement, which could result in a substantial
administrative claim for WSA's damages.  WSA also states
that on information and belief, the debtor has breached its
fiduciary duties to unsecured creditors by its CEO's
sale of equity securities and withdrawal of the sale
motion.  If the sale of the equity securities reduces and
delays the dividend available to unsecured creditors, the
debtor has subverted the priority distribution scheme of
chapter 11 and breached its duties to unsecured creditors.  

WSA requests that a Chapter 11 trustee be appointed to
reinstate the sale motion and to sell the debtor's assets
by fair and open bid process in an expeditious manner.


Meetings, Conferences and Seminars
----------------------------------
November 17-18, 1998
   AIC WORLDWIDE
      Retail Credit Card Management & Collections
         Chicago Hilton & Towers, Chicago, Illinois
            Contact: 1-212-714-1444

November 19-20, 1998
   University of Texas School of Law
      17th Annual Bankruptcy Conference
         Four Seasons Hotel, Austin, Texas
            Contact: 1-512-475-6700

November 20-23, 1998
   COMMERCIAL LAW LEAGUE OF AMERICA
      78th Eastern District Meeting
         New York Marriott World Trade Center, New York
City
            Contact: Warren Pinchuck, New Hyde Park, New
York

November 30-December 1, 1998
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Distressed Investing '98
         The 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, Tuscon, Arizona
            Contact: 1-703-739-0800

December 10-12, 1998
   THE AMERICAN LAW INSTITUTE-AMERICAN BAR ASSOCIATION
      The Emerged & Emerging New Uniform Commercial Code
         Sheraton New York Hotel, New York City
            Contact: 1-800-CLE-NEWS

January 9-14, 1998
   Law Education Institute
      Bankruptcy Law Course -- 1999 National CLE Conference
         Marriott's Vail Mountain Resort, Vail, Colorado
            Contact: 1-414-228-5810

January 28-February 1, 1999
   COMMERCIAL LAW LEAGUE OF AMERICA
      38th Annual Southern District Meeting
         Royal Sonesta Hotel, New Orleans, Louisiana
            Contact: 1-423-971-1551

February 18-21, 1999
   COMMERICAL LAW LEAGUE OF AMERICA
      Annual Western District Meeting
         Monte Carlo Hotel & Casino Resort,
         Las Vegas, Nevada
            Contact: 1-702-382-9558

Febraury 28-March 3, 1998
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Institute I
         Olympic Park Hotel, Park City, Utah
            Contact: 1-770-535-7722

March 18-21, 1998
   NORTON INSTUTUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Litigation Institute II
         Flamingo Hilton Hotel, Las Vegas, Nevada
            Contact: 1-771-535-7722

April 26-27, 1999
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Bankruptcy Sales, Mergers & Acquisitions
         The Mark Hopkins, San Francisco, California
            Contact: 1-903-592-5169 or ram@ballistic.com   

April 28-30, 1999
   INTERNATIONAL FEDERATION OF INSOLVENCY PROFESSIONALS
      INSOL Bermuda '99 Conference of the Americas
         Castle Harbour Marriott Resort
            Contact: INSOL@weil.com
         
The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to
conferences@bankrupt.com are encouraged.  

                 ***********

Bond pricing, appearing each Friday, is supplied by DLS
Capital Partners, Dallas, Texas.

S U B S C R I P T I O N   I N F O R M A T I O N     

Troubled Company Reporter is a daily newsletter, co-
published by Bankruptcy Creditors' Service, Inc.,
Princeton, NJ, and Beard Group, Inc., Washington, DC.  
Debra Brennan and Lexy Mueller, Editors.   

Copyright 1998.  All rights reserved.  ISSN 1520-9474.  
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  * * *