TCR_Public/981222.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, December 22, 1998, Vol. 2, No. 248
                 
                  Headlines

ADRAY'S: Creditors Try to Force Bankruptcy
ADVANTICA RESTAURANT: Board Approves Stockholder Plan
BMJ MEDICAL: Petition Lists $119 Million In Assets
CML GROUP INC: Filing Lists Liabilities Of $78 Million
COMMERCIAL FINANCIAL: To Lay Off 1,800

CROWN BOOKS: Notification of Late Filing
D&L VENTURE: 1st Amended Disclosure Statement
DOW CORNING: Plan Critics Seek Fact Augmentation
EAGLE PACIFIC: Signs To Acquire Lamson & Sessions
GANTOS INC: Notification of Late Filing

INTERNATIONAL WIRELESS: BTFIC's Objection To Plan
INTERNATIONAL WIRELESS: Court Sets Confirmation Hearing
INTERNATIONAL WIRELESS: Informal Committee Objects to Plan
INTERNATIONAL WIRELESS: Toronto Dominion Objects To Plan
LEVITZ FURNITURE: Cuts 1,000 Jobs, Shuts 27 Stores                     

LIVENT INC: Sees Approval of Agreement With PACE
NORDICTRACK: Skis Off Into Health-Fad History
SGL CARBON: Case Summary & 20 Largest Creditors
TRANSAMERICAN ENERGY: Notification of Late Filing
WORLDCLASS PROCESSING: Files Chapter 11

Meetings, Conferences and Seminars


                  *********

ADRAY'S: Creditors Try to Force Bankruptcy
------------------------------------------
Three creditors have filed a chapter 7 petition against
Adray's, an Orange, Calif.-based appliance and electronics
store, and are seeking court approval to liquidate
the company, according to The Orange County Register. The
store abruptly closed on Dec. 2 after 30 years in business,
and according to court documents, Pentex Corp. is owed
$204,000, Nikon Inc. is owed $149,000, and Tamron
Industries Inc. is owed $43,610. A hearing has been
scheduled for Feb. 3. An attorney for the store said it has
not filed for bankruptcy and does not intend to do so, and
that the store closed because of increased competition from
larger discount retailers. (ABI 21-Dec-98)


ADVANTICA RESTAURANT: Board Approves Stockholder Plan
-----------------------------------------------------
Advantica Restaurant Group, Inc.(Nasdaq:DINE) announced on
December 14, 1998 that its Board of Directors has approved
the adoption of a Stockholder Rights Plan and declared a
dividend of one Right to purchase a fraction of a share of
a newly-created class of preferred stock for each share of
common stock held by stockholders of record as of December
30, 1998.

James B. Adamson, Chairman and Chief Executive Officer of
Advantica, said, "The Plan is designed to provide
protection for Advantica stockholders against coercive or
unfair takeover tactics and is consistent with Advantica's
goal of building long-term value for its stockholders. The
Plan is also designed to prevent an acquirer from gaining
control of the Company without offering a fair price to all
stockholders. Similar stockholder rights plans have been
adopted by more than 3,000 public companies in the U.S.,
including the majority of companies in the S&P 500. The
Plan was not adopted in response to any specific proposal
or inquiry to acquire control of the Company, and the
Company's directors are not aware of any such contemplated
takeover activity."

The Rights, which expire on December 30, 2008, may be
exercised only if a person or group acquires 15 percent or
more of Advantica common stock or announces a tender offer,
the consummation of which would result in the acquisition
of 15 percent of more of Advantica common stock. The Plan
provides that the current ownership of Advantica common
stock by Loomis Sayles & Company, L.P. and certain related
entities, which exceeds 15 percent, will not cause the
Rights to become exercisable so long as Loomis Sayles does
not increase ownership in excess of one percent without the
consent of the Board.

The Rights will be attached to and trade with Advantica
common stock, unless and until they are separated upon the
occurrence of certain future events. Once separated, each
Right will entitle the holder to purchase one one-
thousandth of a share of newly created preferred stock of
Advantica at an exercise price of $42.50. In the event that
any person or group acquires 15percent or more of
Advantica's outstanding common stock, each Right will
entitle the holder (other than the acquirer) to receive,
upon payment of the exercise price, that number of shares
of Advantica common stock at a 50% discount from the then
market value. In the event that Advantica is acquired in a
merger or other business combination transaction after any
person or group has acquired 15percent or more of
Advantica's outstanding common stock, each Right will
entitle the holder (other than the acquirer) to receive,
upon payment of the exercise price, common shares of the
acquiring company at a 50% discount from the then market
value. The Rights distribution is not taxable to Advantica
stockholders.

The Board has the right to redeem outstanding Rights at any
time before a person or group has acquired 15 percent or
more of the Advantica common stock or the final expiration
of the Rights, at a price of $.01 per Right. The terms
of the Plan may be amended by the Board in certain
circumstances. A complete description of the Plan will be
filed with the Securities and Exchange Commission, and
further details regarding the Plan will be provided to
stockholders in a forthcoming letter.

Advantica Restaurant Group, Inc. is one of the largest
restaurant companies in the United States, operating
approximately 2,600 moderately-priced restaurants in the
mid-scale and quick-service dining segments. Advantica owns
and operates the Denny's, Carrows, Coco's and El Pollo Loco
restaurant brands.


BMJ MEDICAL: Petition Lists $119 Million In Assets
--------------------------------------------------
The Chapter 11 petition for beleaguered BMJ, filed Dec. 17,
estimates assets and liabilities for the company to be
about $119 million and $47 million, respectively.  The Boca
Raton, Fla.,-based physician management company's filing,
in conjunction with five wholly owned affiliates, was
necessitated by, among other things, the withholding of
accounts receivable due from two Florida medical groups in
connection with management service agreement obligations.  
BMJ has filed a complaint against the non-compliant medical
groups as well as motion seeking a temporary restraining
order to recover the funds.

The filing also stalls prepetition lawsuits filed by four
medical groups charging BMJ with breach of contract and
securities fraud.  The petition, filed with those for
affiliates BMJ of Chandler Inc., Orthopedic Management
Network Inc., Valley Sports Surgeons Inc., BMJ BROG Inc.
and BMJ of Nevada, estimates the existence of over 1,000
creditors, but anticipates that there will be funds
available for distribution to unsecured creditors. (Federal
Filings Inc. 21-Dec-98)


CML GROUP INC: Filing Lists Liabilities Of $78 Million
------------------------------------------------------
CML Group Inc.'s Chapter 11 petition, filed Thursday in
Wilmington, Del., lists total assets and debts of about
$31.6 million and $78.4 million, respectively. The filing
estimates that funds will be available for distribution to
unsecured creditors, who number less than 100. The largest
unsecured creditors of the Acton, Mass.-based holding
company include Chase Manhattan Bank, owed approximately
$41.6 million related to convertible subordinated
debentures, Deloitte & Touche LLP, owed more than $212,000
for services, and Jeff Zwiefel, who has a $200,000 disputed
claim arising from litigation. (The Daily Bankruptcy Review
and ABI Copyright c December 21, 1998).


COMMERCIAL FINANCIAL: To Lay Off 1,800
--------------------------------------
Commercial Financial Services, a major debt-collection  
company that filed for bankruptcy last week, announced
Friday that it would lay  off 1,800 workers starting next
month.

"I want you each to know that we deeply regret having to
make and implement these decisions so close to the holiday
season," new company President Fred C. Caruso wrote in a
memo to employees.

"But my experience tells me that this course is absolutely
the best one for companies in situations like CFS," said
Caruso, whose first day on the job was Monday. "It is
vitally important to act decisively and quickly so that we
can get this company back on track as soon as possible."

In October, the company ranked sixth on the Inc. 500, a
list of the fastest-growing privately held businesses in
the country.

Speculation about CFS's future began in October after an
anonymous letter questioning CFS's collection rates led
rating agencies to downgrade and suspend ratings on the
company's asset-backed bonds.

Oklahoma regulators opened an investigation of the private
firm, which buys delinquent credit card debt cheaply from
15 of the nation's largest banks and tries to get debtors
to pay. It reported net income of $187 million last year.


CROWN BOOKS: Notification of Late Filing
----------------------------------------
Crown Books Corp. reported to the SEC that the company
would be late in filing its quarterly report for the period
ending October 31, 1998.

The company filed a petition for relief under Chapter 11
of the United States Bankruptcy Code on July 14, 1998 and
is currently operating its business as a debtor-in-
possession. Since the commencement of the company's
bankruptcy case, the company has sought to minimize general
and administrative expenses to conserve cash flow, and has
been forced to reduce the staffing its accounting and
financial areas. This reduced staffing has diminished
administrative capacity in such areas. Because of such
diminished capacity and because the company must also
prepare certain financial information to be filed with the
Bankruptcy Court, which filing is also due on December 15,
1998, the company's staff has been unable to complete the
preparation of its Form 10-Q Quarterly Report.

It is anticipated that the net loss for the Company's
13 and 39 week periods ending October 31, 1998 will be
approximately $6.2 million and $45.0 million, compared to
net losses of approximately $25.6 million and $32.5 million
for the corresponding periods in the prior year. Net
losses for the third quarter were reduced compared to the
prior year due to the non-recurrence of an $11.4 million
one-time charge booked during the corresponding quarter of
the preceding year and the closing of unprofitable
stores during the second quarter of the current fiscal
year.


D&L VENTURE: 1st Amended Disclosure Statement
---------------------------------------------
D&L Venture is proposing an amended Disclosure Statement
and reorganization plan.  The plan provides that the
debtor, D&L Venture will enter into a purchase agreement
with Weathervane Acquisition Corporation ("WAC") and New
D&L Venture Corp. ("New DVC").  Pursuant to the Purchase
Agreement, WAC as a sponsor to New DVC will raise $6
million in investment in New DVC.  It is anticipated that
the investment will be in the form of equity and
convertible debt with the debt receiving interest only for
a period of approximately five years at a rate not to
exceed 12% per annum.

The debt will in all likelihood be convertible into equity
at such times and in such basis as is customary in
transactions of this nature.  The plan anticipates that
$2.5 million will be in the form of equity and the balance
of $3.5 million will be in the form of convertible debt.  
The debtors and New DVC will pay to the holders of Allowed
Unsecured Class 3 claims a dividend of 25% of each Allowed
Class 3 claim amount payable in three installments
beginning with a 17% payment by the debtors on the
Effective date and two additional 4% payments by New DVC on
the first and second anniversary dates of the Effective
Date.

New DBC will enter into a satisfactory refinancing of the
debtors' senior credit facility to enable the debtors to
satisfy the Class 1 Claim with its existing senior lender,
Paragon.  All pre-petition priority pension claims of the
debtors will be paid in full as a priority claim.  Proofs
of claim and scheduled claims totaling approximately
$4,699,480 have been filed by holders of Class 3 claims or
scheduled by the debtors including invoices received since
the filing date.  The debtors dispute approximately $2.2
million of the amount of unsecured claims filed.


DOW CORNING: Plan Critics Seek Fact Augmentation
------------------------------------------------
The long-awaited disclosure statement for Dow Corning's
joint reorganization plan is under fire, with numerous
parties filing dozens of objections, littering the
complicated restructuring with heavy criticism.  Insurance
companies, international personal injury litigants,
commercial claimants, Canadian provinces and doctors have
all filed objections within the last ten days searching
for, among other things, clarification about creditor
classifications and specific procedural details concerning
the process provided by the plan to non-settling parties.  
As widely reported, the former silicone implant
manufacturer and its official tort claimants' committee
reached agreement on a $3.172 billion settlement that
helped erect the joint plan.  Claimants who reject the
settlement retain the right to pursue individual
litigation, for which Dow Corning has set aside $400
million. Riding the crest of the objection wave is the
official unsecured creditors' committee and the United
States, which filed a separate Dec. 11 objection to the
plan.  The government argues that the disclosure statement
does not provide enough information. (Federal Filings Inc.
21-Dec-98)


EAGLE PACIFIC: Signs To Acquire Lamson & Sessions
-------------------------------------------------
Eagle Pacific Industries, Inc. (Nasdaq/Small
Cap: "EPII") announced on December 14, 1998 the signing of
an agreement to acquire the polyvinyl chloride (PVC) pipe
business of The Lamson & Sessions Co. of Cleveland, Ohio.
Eagle Pacific will pay $45 million in cash, issue $6
million of its notes and 785,000 shares of its common stock
to Lamson & Sessions for the PVC Pipe Business.

Eagle Pacific has also signed a merger agreement pursuant
to which a PVC resin manufacturing facility owned and
operated by CONDEA Vista Company, which is wholly-owned by
RWE-DEA AG of Hamburg, Germany, will be merged into Eagle
Pacific. CONDEA Vista will become a major equity holder in
Eagle Pacific and will have one representative on the Board
of Directors of Eagle Pacific. The transactions are
anticipated to close simultaneously by the end of the first
quarter of 1999 and are subject to Hart Scott Rodino
antitrust clearance and the approval of the shareholders of
Eagle Pacific.

The Lamson PVC Pipe Business has three distinct product
areas: electrical, conduit, communications duct and large
diameter wastewater pipe. Collectively, these products
contributed approximately $130 million in sales to Lamson &
Sessions in 1997. All of these product lines are national
in scope. In this transaction, Eagle Pacific will acquire
four production plants located in Pennsylvania, Florida,
Oklahoma and California.

PVC resin is the primary raw material for manufacturing PVC
pipe. The CONDEA Vista resin manufacturing facility that is
being merged into Eagle Pacific has the capacity to produce
up to 450 million pounds of PVC resin annually. As a
result, Eagle will be able to meet its needs for PVC resin
for the foreseeable future, giving it a certain supply of
PVC resign on a very cost effective basis. The resin
facility is located in Oklahoma City, Oklahoma directly
adjacent to the PVC pipe production plant that Eagle
Pacific is acquiring from Lamson & Sessions.

Eagle Pacific Industries, Inc. is a leading supplier of PVC
and polyethylene(PE) pipe and tubing products. It operates
manufacturing facilities in Nebraska, Oregon and Utah.


GANTOS INC: Notification of Late Filing
---------------------------------------
Gantos Inc. reports to the SEC that its Form 10-Q for the
period ended October 31, 1998 will be filed at a later
date.  The company states that on May 12, 1998 the Company
announced a proposed merger between Gantos, Inc. and Hit or
Miss, Inc. and HOM Holding, Inc.  On November 3, 1998, the
Company announced it had terminated the proposed merger.  
At least in part because of the announcement of the
proposed merger, several members of the Company's financial
staff resigned, including its Chief Financial Officer and
its Principal Accounting Officer.  In addition, during
November and early December, the Company's remaining
accounting staff was involved in preparing information in
connection with the Company's new Loan and Security
Agreement, dated November 18, 1998, and various
post-closing audits relating to that loan agreement, and in
preparing budgets and projections for fiscal 1999, in
addition to its preparation of the quarterly financial
statements and analysis for the October 31, 1998 Form 10-Q.  
Despite these factors, the Quarterly Report on Form 10-Q
was filed only a couple of hours after its due date.


INTERNATIONAL WIRELESS: BTFIC's Objection To Plan
-------------------------------------------------
BT Foreign Investment Corporation objects to the Disclosure
Statement of the debtors, International Wireless, and its
affiliates.  BT Foreign Investment Corporation ("BTFIC")
states that the court should not approve the Disclosure
Statement because it does not contain adequate information
and is facially unconfirmable.  BTFIC is a secured creditor
of RMDA, one of the debtors, and is owed in excess of $28
million in principal, accrued interest and costs, fees and
expenses.  BTFIC is also the holder of warrants for the
purchase of shares of capital stock and is entitled to up
to $6 million from International Wireless Communications
Holdings, Inc. ("IWCH"), a debtor, as a result of its
failure to execute a conditional guaranty pursuant to its
contractual obligation to BTFIC.  The Disclosure statement
and the plan represent an attempt by the debtors, insiders,
and the Official Committee, to benefit creditors and other
insiders of IWCH to the detriment of other affiliated
debtors' creditors and to shield themselves from liability
for pre-petition conduct.

The creditor states that the Disclosure Statement does not
adequately discuss certain pre-petition transfers and the
intercompany claims, that it does not discuss the claims
that the creditors will release under the plan, it fails to
provide required financial and other relevant information
regarding each debtor, and the Disclosure Statement
inadequately discusses the risks associated with the plan.  
The debtors' liquidation analysis is inadequate, and the
debtors' financial projections, valuation and accounting
and valuation methods are inadequate.

BTFIC also states that the Disclosure Statement
inadequately describes BTFIC's claims and the plan's
treatment of BTFIC.  The creditors also state that the
releases are improper as a matter of law3, and that the
plan was not proposed in good faith.  The plan is not fair
and equitable to each impaired class, and violates the
absolute priority rule.


INTERNATIONAL WIRELESS: Court Sets Confirmation Hearing
-------------------------------------------------------
The court approved International Wireless's first amended
disclosure statement, pending adjustments, and scheduled a
date for arguments regarding the appointment of an examiner
just five days before the Jan. 27 confirmation hearing.  
"In light of the suspect nature of the Prepetition
Transactions in question and the overt actions by the
Debtors, their officers and directors, Vanguard [Cellular
Systems Inc.] and the [official committee of unsecured
creditors] that ensure that the claims and causes of action
arising from such Transactions will not be pursued by the
Official Committee or otherwise, [BT Foreign Investment
Corp.] hearby requests the appointment of an examiner to
investigate the Prepetition Transactions and any such
claims and causes of action," charges the Dec. 15 motion.  
At issue is the transfer of over $16 million from
subsidiary Radio Movil Digital Americas Inc. ("RMDA") "in
violation of the express provisions of RMDA's contractual
obligations" to BT, which is owed the money, according to
the motion.(Federal Filings Inc. 21-Dec-98)


INTERNATIONAL WIRELESS: Informal Committee Objects to Plan
----------------------------------------------------------
The Informal Committee of Minority Shareholders objects to
the first amended Disclosure statement of International
Wireless Communications Holdings Inc. ("IWCH") and its
affiliated debtors.  The minority shareholders believe that
the court could not find that the Disclosure statement
contains adequate information.  The minority shareholders
state that their interests are virtually wiped out, while
the debtors plan a "swap" of assets with Vanguard - an
insider of the debtors- in exchange for sweeping releases
to Vanguard and other insiders of the debtor.  The minority
shareholders state that the Disclosure Statement fails to
reveal material facts regarding the swap of debtors' China
assets for Vanguard's Pakistan assets.  There is no mention
of the relative values of the assets being swapped.  The
shareholders also state that the Disclosure Statement
contains inadequate information about the dramatic drop
over a short time in the value of the debtors' assets.  


INTERNATIONAL WIRELESS: Toronto Dominion Objects To Plan
--------------------------------------------------------
Toronto Dominion Investments, Inc. objects to the proposed
Disclosure Statement and reorganization plan of
International Wireless Communications Holdings Inc.
("IWCH") and its affiliated debtors.  As of the Petition
Date IECH was indebted to Toronto Dominion in the
approximate amount of $5,279,878.  As of the Petition Date
Pakistan Wireless Holdings Limited ("PWHL") owed Toronto
Dominion$17,160,315.  Toronto Dominion Investments Inc.
states that the Disclosure statement fails to include key
financial information, valuations and projections, a
substantive analysis and discussion of the reorganized
debtors' future management and operations and their ability
to satisfy obligations incurred under the proposed plan and
information regarding the manner in which votes for the
plan will be tabulated.  

The creditor also states that the reorganized and
liquidation values of PWHL are overly broad, lack
supporting information and are admittedly overstated.  The
Disclosure Statement fails to provide necessary financial
information and projections relevant to the reorganized
debtors' ability to satisfy their obligations.  "Indeed
there are no PWHL projections at all."  This failure to
provide meaningful projections for post-confirmation
operations renders the Disclosure Statement inadequate.  
The creditor asserts that without is approval of the plan,
Toronto Dominions' negative vote would bar PWHL from
obtaining acceptance of the plan.  "Toronto Dominion has
virtual veto power over any PWHL plan, and absent support
from Toronto Dominion, the PWHL bankruptcy case should not
be allowed to remain in Chapter 11."


LEVITZ FURNITURE: Cuts 1,000 Jobs, Shuts 27 Stores                     
--------------------------------------------------
Furniture retailer Levitz Furniture Corp. is  
cutting about 1,000 jobs, or 25 percent of its workforce,
and closing 27 stores in eight states.

Levitz says the cuts are part of its strategy to pay off
debt and return the company, which is operating under
Chapter 11 bankruptcy protection, to  
profitability.

In a related announcement today, the Florida-based
furniture chain said it would consolidate its 65 warehouses
around the country into 17 facilities.

Levitz says it's exiting unprofitable regions of the
country to focus on the East and West coasts and the
Minneapolis area. All its stores are closing in  
Florida, Texas, Maryland, Virginia, Indiana, Louisiana,
Kansas and Missouri.

But the company also plans to open at least 15 new stores
in coming months, including three by mid-1999.

Levitz Chairman and CEO Edward L. Grund says the latest
announcement represents "the next phase in our program to
return Levitz to profitability by making our stores more
relevant to today's consumers and our systems more
efficient."

The 63 exisiting stores not affected by the latest cuts are
in New York, New Jersey, Pennsylvania, Connecticut,
Massachusetts, New Hampshire, Delaware, Minnesota, Arizona,
California, Oregon, Washington and Nevada. Copyright 1998
by United Press International. UPI: Wall Street - 12/21/98


LIVENT INC: Sees Approval of Agreement With PACE
------------------------------------------------
The debtor, Livent, Inc. is seeking court approval of an
agreement with PACE Theatrical Group, Inc.  PACE has
offered to assume production of Ragtime in Boston,
Massachusetts. The debtors have reached deals with both
PACE and Ticketmaster whereby Ragtime may open in Boston as
planned while reducing the debtor's economic risk in
producing the show.


NORDICTRACK: Skis Off Into Health-Fad History
---------------------------------------------          
NordicTrack has closed its fitness equipment showroom at
The Westchester mall in White Plains, part of a corporate
liquidation that follows four years of losses stemming from
the end of the exercise craze and problems with how  
some of its machines were made and sold.

NordicTrack closed its entire chain of 300 stores soon
after filing for protection from creditors under Chapter 11
of the U.S. Bankruptcy Code on Nov. 5.  Based in Chaska,
Minn., the fitness machine giant is a subsidiary of CML  
Group Inc. of Acton, Mass.

In a written statement, CML said NordicTrack "will quickly
wind down its business operations and sell its assets."
CML spokeswoman Lynn Harrison did not return telephone
calls seeking further comment.

The store closings in White Plains and elsewhere followed a
disastrous four years for NordicTrack, during which it
introduced an unsuccessful line of machines and struggled
with changes in how fitness-minded Americans want to  
tone up and slim down and how likely they were to buy
products advertised through direct-response television
infomercials.

"Consumer interest in the whole skiing thing dwindled for
all the fitness equipment companies," said John Agoglia,
associate editor of Health & Fitness Business, a twice-
monthly newsletter and six-times- a-year magazine based in  
Manhattan.

NordicTrack saw its net income tumble -- from $84.8 million
in the year ended July 31, 1994, to a loss of $58.6 million
in 1997. Sales shrank 47 percent between the 1995 and 1997
fiscal years to $267.7 million. Parent CML saw its net
income fall from $51.7 million in fiscal 1994, to a  
loss of $18.9 million in 1995 and a $127.4 million loss for
the year ended July 31.  For the year ended July 31, the
company lost $85.65 million on sales that slid 30 percent,
to $186.3 million.(Copyright UMI Company 1998 All rights
reserved. {U:Westchester Business -  11/30/98)


SGL CARBON: Case Summary & 20 Largest Creditors
-----------------------------------------------
Debtor:  SGL Carbon Corporation
         8600 Bill Ficklen Drive
         Charlotte, NC 28269

Court: District of Delaware

Case No.: 98-2779 Chapter: 11

Debtor's Counsel: Young Conaway Stargatt & Taylor LLP
                  Laura Davis Jones
                  Edwin J. Harron
                  11th Floor, Rodney Square North
                  PO BOX 391
                  Wilmington, Delaware
                  (302) 571-6600
               
                  and
   
                 SHEARMAN & STERLING
                 Ronald DeKoven
                 George J. Wade
                 599 Lexington Ave.
                 New York, NY 10022
      

20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
I.A. Commerzbank AG       Exchangeable Bonds   $91,247,929
I.B. Commerzbank AG                     Swap    $1,000,000
Conoco, Inc.             Raw Material - Coke      $693,532
Liberty Mutual Insurance  Workers Comp Premiums   $535,000
Duke Power Company        Utility-Electricity     $500,000
The Carbide/Graphite Co.        Raw Material      $497,364
Jauch & Hubener                 Insurance         $306,342
Arkansas Valley Electric         Utility          $218,751
Allied Signal                   Raw Material      $207,143
Fina Natural Gas                 Utility          $195,517
A.W. Miller Tech Sales     Machine Tool Rep.      $193,500
Plaut Consulting Inc.           Consulting        $187,868
Western Asbestos              Plant Services      $174,902
Great Lakes Carbon          Packing Media         $171,951
Marathon Ashland            Raw material          $170,921
Open Flow Gas                    Utility          $113,000
Cross Company              Equipment Mfgr.        $111,942
Ingersoll Milling        Machine Repair           $109,669
Niagra Mohawk                     Utility         $103,666
Martin Marietta              Contractor            $93,080
Inco                  Accounts Receivable          $87,659


TRANSAMERICAN ENERGY: Notification of Late Filing
-------------------------------------------------
TransAmerican Energy Corporation states that its financial
statements are not available for the period ending October
31, 1998.


WORLDCLASS PROCESSING: Files Chapter 11
---------------------------------------
WorldClass Processing, Ambridge, Pa., filed for chapter 11
protection on Friday in Pittsburgh, according to a newswire
report. Executive Vice President and CFO Jack Teitz
said the company has the full support of its senior secured
lender, AT&T Capital, and that as part of the
reorganization plan, AT&T will provide additional working
capital to insure normal operations at its steel pickling
facility. The six-year-old steel processing facility in
part has filed because of the expenses associated with
defending itself against "the frivolous and vexatious
litigation which is being pursued by two former officers,"
as well as because of the short-term business decline
associated with the foreign steel incursion, the company
said. The Allegheny County Court of Common Pleas had
vindicated the company's directors and AT&T Capital of any
improper actions, but the plaintiffs have continued to
pursue litigation. (ABI 21-Dec-98)


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

January 9-14, 1999
   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 4-6, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800

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, 1999
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Institute I
         Olympic Park Hotel, Park City, Utah
            Contact: 1-770-535-7722

March 18-21, 1999
   NORTON INSTUTUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Litigation Institute II
         Flamingo Hilton Hotel, Las Vegas, Nevada
            Contact: 1-771-535-7722

March 19, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Bankruptcy Battleground West
         Century Plaza Hotel, Los Angeles, California
            Contact: 1-703-739-0800

March 25-27, 1999
   Southeastern Bankruptcy Law Institute, Inc.
      25th Annual Southeastern Bankruptcy Law Institute
         Marriott Marquis Hotel, Atlanta, Georgia
            Contact: 1-770-451-4448

April 15-18, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800

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

June 3-6, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800

July 1-4, 1999
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722
         
July 15-18, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Northeast Bankruptcy Conference
         Mount Washington Hotel & Resort
         Bretton Woods, New Hampshire
            Contact: 1-703-739-0800

August 4-7, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton, Amelia Island, Florida
            Contact: 1-703-739-0800

September 16-18, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Southwest Bankruptcy Conference
         The Hotel Loretto, Santa Fe, New Mexico
            Contact: 1-703-739-0800

December 2-4, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Winter Leadership Conference
         La Quinta Resort & Club, La Quinta, California
            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.  



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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
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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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