TCR_Public/990113.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, January 13, 1999, Vol. 3, No. 8

                 Headlines

2CONNECT EXPRESS: Merger Detailed
ADVANCED GAMING: Hearing on Corporate Counsel
ANESTHESIA SOLUTIONS: Special Counsel Approved
APS HOLDING: Announces Sale of Certain Assets to Auto Parts      
AMERITRUCK DISTRIBUTION: Cash Collateral To April 30 Ok'd

BEST PRODUCTS: Gives Unsecured Creditors 96% Recovery
BOSTON CHICKEN: Captec Announces Developments
BOSTON CHICKEN: Seeks End To Einstein/Noah Shareholder Suit
BOYDS WHEELS: Plan Confirmed
BRAZOS SPORTSWEAR: Interest Payment Remains Unpaid

CML GROUP: Meeting of Creditors
DIRECT AMERICAN: Sweepstakes Firm Settles for $3M
FASTCOMM COMMUNICATIONS: Hearing on Disclosure Statement
FPA MEDICAL: Unsecured Creditors Get Stock Under New Plan
GENEVA STEEL: CFO Says Bankruptcy Is Speculation

GUNTHER INTERNATIONAL: Stock Ownership Reported
HOMEPLACE: Seeking To Close, Liquidate Four Stores
INTERSCIENCE COMPUTER: Releases Yearly Earnings
LIVENT INC: Meeting of Creditors
MARVEL: Alan Fine Named Pres and CEO of Toy Biz Division

MOBILEMEDIA: Arch Names 3 To Senior Management Team
NEW DEAL: Last Day To File Proofs of Claim
PHILIP SERVICES: Negotiates Term Sheet
PHILIPPINE AIRLINES: Creditors To Meet
RAND ENERGY: Unsecured Creditors Committee

SERVICE MERCHANDISE: Bettina Whyte Named Interim CEO
SERVICE MERCHANDISE: Gets $750M As CEO Quits
URBAN COMM: Meeting of Creditors

              *********

2CONNECT EXPRESS: Merger Detailed
---------------------------------
2Connect Express reports to the SEC that it completed the
merger with Bobby Allison Cellular Systems of Florida,
Inc., whereby Bobby Allison was merged with and into
2Connect Acquisition Corp., a Florida corporation and a
wholly-owned subsidiary of the company formed for the
purpose of the Merger, with Acquisition surviving the
Merger.

Pursuant to the terms of the Merger Agreement, 2Connect
Acquisition survived the merger as a wholly owned
subsidiary of 2Connect Express, and then changed its name
to "Bobby Allison Wireless, Inc."  The holders of the Bobby
Allison common stock each received 175,000 shares of common
stock of the registrant and a $125,000 debenture bearing
interest at 7.5% per annum.  Each share of the 15
outstanding shares of 7.5% Series A Convertible Preferred
Stock of Bobby Allison was converted into a share of 7.5%
Series A Convertible Preferred Stock of the Registrant, par
value $1.00 per share.  Each share of the 50 outstanding
shares of 7.5% Series B Convertible Preferred Stock of
Bobby Allison was converted into a share of 7.5% Series B
Convertible Preferred Stock of the company, par value $1.00
per share.

Also pursuant to the agreement, Craig R. Heyward and F.  
Eugene Woodham resigned from the Board of Directors of
2Connect and Robert L. McGinnis and James L. Ralph were
elected to fill these vacancies.   Mr. McGinnis was also
appointed to serve as Chairman, CEO and Treasurer and  Mr.
Ralph was appointed President and Secretary. As a result of
the Merger, the sole shareholders of Bobby Allison, Robert
L. McGinnis and James L.  Ralph, acquired control of the
Registrant and the headquarters of the Registrant has been
moved from 3500 Gateway Drive, Suite 101, Pompano Beach,
Florida 33069 to the space occupied by Bobby Allison at
2055 Lake Avenue, S.E., Suite A, Largo, Florida 33771. On
August 27, 1998, the Registrant entered into an agreement
with Sterne, Agee & Leach, Inc., the managing underwriter
of the initial public offering, whereby Sterne Agee
acquired out of bankruptcy 100% of the equity  interests of
the Registrant and the Registrant retained the Coral Square
store  lease and certain store fixtures.  In payment for
the acquisition, Sterne Agee made a new value contribution
to the bankruptcy estate for the benefit of the  
registrant's creditors in the amount of $175,000.  Also
pursuant to the terms of the Agreement and effective August
27, 1998, all of the members of the Board  of Directors,
except for Marc D. Fishman, resigned from the Board of
Directors.  

Mr. Fishman then appointed James S.  Holbrook, Jr., Craig
R. Heyward and F.Eugene Woodham, each of whom are employees
of Sterne Agee, to fill three of the vacancies.  Mr.  
Fishman resigned from the Board of Directors on October  
26, 1998, the day before the effective date of the Plan of
Reorganization. In accordance with the Agreement and Plan
of Reorganization, all of the existing Common Stock of the
Registrant was canceled and the Registrant issued 30,000
new shares of Common Stock to Sterne Agee which made up
100% of the issued and outstanding shares at that time.
"The existing shareholders of the Common Stock of the
Registrant did not retain any interest in the post-
bankruptcy estate and their interests were extinguished and
canceled.  On October 27, 1998, the U.S.  Bankruptcy Court
confirmed the Registrant's Plan of Reorganization.  A
related entity of Sterne Agee acquired an additional
100,000 shares of Common Stock prior to the Merger.

2Connect Express amended its articles of incorporation to
amend the payment dates for dividends on its preferred
stock from every 6 months beginning on the date 6 months
after the issuance of each share of Preferred Stock to
being payable every January 1st and July 1st for Series A
Preferred Stock and Series B Preferred Stock and to every
April 1st and October 1st for Series C Preferred Stock.

The company's fiscal year automatically changed to December
31 from January 31 effective upon the completion of the
Merger on December 31, 1998. Copyright States News Service,
01/11/99


ADVANCED GAMING: Hearing on Corporate Counsel
-----------------------------------------------
A hearing on the application of Advanced Gaming Technology
for authority to employ Christensen, miller, Fink, Jacobs,
Glaser, Weil & Shapiro as corporate counsel will be held
before Robert Clive Jones, U.S. Bankruptcy Judge, in the
Foley Federal Building, 300 Las Vegas Boulevard, South, Las
Vegas, Nevada on February 9, 1999 at 10:00 AM.


ANESTHESIA SOLUTIONS: Special Counsel Approved
----------------------------------------------
The court entered an order in the case of Anesthesia
Solutions, Inc. aauthorizing and empowering the debtor to
employ and retain Peter Konolige as special counsel to the
debtor in various adversary proceedings , nunc pro tunc to
October 9, 1998.  In connection with the services, the
debtor shall be authorized to advance each month, against
periodic interim approval by the court 75% of Peter
Konolige's monthly billings of hourly time charges
generated in connection with the rendition of services and
100% of expenses.


APS HOLDING: Announces Sale of Certain Assets to Auto Parts      
-----------------------------------------------------------
APS Holding Corporation (OTC-BB:APSIQ) announced on January
11, 1999 that it has entered into an agreement with Auto
Parts Express, LLC, for the sale of four distribution
centers and the assets of 76 company-owned stores. The
proposed transaction, which is subject to bankruptcy court
approval and certain other conditions, is expected to
realize approximately $30 million and is anticipated to
close by the end of January.  The funds will be used by APS
to further reduce its bank debt.

The purchaser for the proposed sale, Auto Parts Express,
LLC ("Auto Parts Express"), will operate under the Big A
brand name.  The newly formed company represents a team of
current and former APS management, led by Mike Preston --  
Senior Vice President Sales/Company Stores/Marketing; Dave
Barbeau -- Senior Vice President Operations; and Gene
Lauver -- former Senior Vice President and General Counsel.
The distribution centers to be acquired are located in
Albany, N.Y.; Boston; Charlotte, N.C.; and East Moline,
Ill.

According to Bettina M. Whyte, Chief Executive Officer of
APS, "During the pre-closing period, APS will continue to
operate the assets and will operate its business at these
locations in the normal manner. Additionally, APS expects  
that most of the affected employees will be offered
positions with the acquiring company."

APS is continuing to seek purchasers for its remaining
assets and anticipates filing a Plan of Reorganization that
will seek to wind down the business in an orderly fashion
under Chapter 11 of the Bankruptcy Code.

APS Holding Corp. is a national distributor of Big A brand
and manufacturer branded automotive replacement parts, as
well as tools, equipment, supplies and accessories.  It
sells to approximately 600 associated auto parts stores  
through nine distribution centers (including the four being
sold as discussed above) and operates approximately 153
company-owned stores (including the 76 being sold as
discussed above) under the Big A and Big A Express trade
names.


AMERITRUCK DISTRIBUTION: Cash Collateral To April 30 Ok'd
---------------------------------------------------------
AmeriTruck Distribution Corp. has court approval to
use cash collateral through April 30, provided the company
has a letter from its lenders or can demonstrate at a March
31 status conference that it has met monthly revenue and
rolling stock projections. The court's Dec. 29 order limits
the collateral's use to funds generated by accounts
receivable and other available cash, excluding proceeds
arising from the sale of rolling stock, real estate,
property, or plant and equipment encumbered by a Finova
Capital Corp. lien. With regards to revenue figures,
AmeriTruck is permitted to exceed the projected
line items by 10% provided that the total monthly line item
expenses do not exceed the projected total amounts and that
its broker Taylor & Martin Inc. concurs. In the event T&M
disagrees with AmeriTruck's projected sale schedule of
rolling stock contemplated above, T&M's schedule will be
utilized and AmeriTruck will not be bound by its prior
projections of revenues, the paydown of debt to Finova, or
the schedule of projected rolling stock sales. (Federal
Filings Inc. 12-Jan-99)


BEST PRODUCTS: Gives Unsecured Creditors 96% Recovery
-----------------------------------------------------
Best Products Co. paid general unsecured creditors their
final claim distribution under the defunct retailer's
confirmed liquidating plan late last month. The
distribution, which equaled about 5.27 percent of
allowed general unsecured claims, brings the total recovery
rate for unsecured creditors to 95.88 percent, according to
the company's Form 8-K filed recently with the Securities
and Exchange Commission. When Best's third amended plan was
confirmed by the court in May 1997, the company
projected that unsecured creditors would ultimately see
about 68 percent of their claims. Shortly thereafter the
company revised the range upward to between 92 percent and
93 percent and said the distribution process could take a
year or more. Subsequent to the final distribution, the
company will complete all administrative steps required to
wind down the estate and ultimately close the case. Through
of Dec. 21, Best has incurred a $7 million net loss from
liquidation activities, including $18.1 million for
professional and payroll expenses as well as occupancy
costs at certain company-owned locations. The Daily
Bankruptcy Review and ABI Copyright c January 12, 1999.


BOSTON CHICKEN: Captec Announces Developments
---------------------------------------------
Captec Net Lease Realty, Inc. (Nasdaq: CRRR), a real estate
investment trust (REIT), investing in long-term, net-leased
restaurant and retail properties, today announced a
resolution to the previously uncertain status of 26 of its
27 Boston Market properties. As a result of swift
negotiations initiated by Captec, Boston Chicken, Inc. and
its affiliates -- which filed Chapter 11 on Oct. 5, 1998, -
- have agreed to relinquish possession of nine closed
Boston  Market stores to Captec and have agreed to assume
and continue in the 12 remaining Boston Market leases they
hold.  The agreement to accept the 12 remaining leases was
approved in Federal Bankruptcy Court on Dec. 21
and became  effective Jan. 1.

In addition to the closed Boston Chicken-owned stores,
Captec has taken early possession of the five stores it
leased to BC Northwest, a Boston Market franchise area
developer, that also were closed in October as part of a  
separate bankruptcy filing resulting from the Boston
Chicken restructuring.

All 14 closed stores are now Captec's for re-tenanting.  
Serious discussions are already underway with numerous
interested parties who meet the company's criteria for
well-established, nationally branded tenants. According to
Captec management, all 13 of the Boston Market stores
remaining in the portfolio -- 12 operated by Boston Chicken
and one by a separate franchisee that was not part  
of the bankruptcy filing -- are current in rental payments
through January 1999.

Immediately following Boston Chicken's bankruptcy and store
closing announcement, Captec initiated negotiations to
regain possession of its properties as quickly as possible.  
Legally, Boston Chicken had 60 days to decide whether or
not to terminate its lease agreements on any closed stores.  
Captec was able to execute agreements with Boston Chicken
for early possession of the properties before the
franchiser was granted a six-month extension on  
lease determination from the bankruptcy court.  A similar
agreement was reached with BC Northwest. Captec's proactive
effort allows it to begin re-tenanting its properties
immediately.

Concurrent with its negotiations on the 14 closed stores,
Captec also requested a swift resolution to the operating
status of the remaining Boston Market stores in its
portfolio that were named in the bankruptcy.  Boston
Chicken and  its affiliates agreed to assume those 12
leases with slightly modified terms.   The modifications
will result in no material effect on funds from operations.

The transactions under letter of intent are all expected to
be completed during the next 120 days and are not expected
to result in any material effect on funds from operations.


BOSTON CHICKEN: Seeks End To Einstein/Noah Shareholder Suit
-----------------------------------------------------------
Boston Chicken Inc. (BOSTQ) is seeking to modify the
automatic stay in its case to enable the settlement of
certain shareholder derivative lawsuits brought against its
52% owned Einstein/Noah Bagel Corp. unit. Calling ENBC a
"substantial asset," Boston Chicken said in a Jan. 4
motion: "Elimination of claims against ENBC would
no doubt enhance ENBC's value together with the Debtors'
equity stake in ENBC." While Boston Chicken and ENBC
jointly purchased one primary and six layered excess
director and officer liability insurance policies that
insure them and their respective officers and
directors against certain claims brought by third parties,
the motion contends that the policy proceeds - potentially
totaling $60 million - are not property of Boston Chicken's
estate. Out of an abundance of caution, however, Boston
Chicken said that it and ENBC agreed to submit a
stipulation and order modifying the automatic stay to the
court for its approval. A settlement which would pay the
plaintiffs in the shareholder lawsuits about $8.5 million
from the insurance policy proceeds has been agreed to in
principle by ENBC, its officers and directors, the
insurance companies and the plaintiffs, according to the
motion. The settlement is for an amount "well below" the
policy limits, noted Boston Chicken, adding that "ample
amounts remain from which to settle any similar claims
against the Debtors." (Federal Filings Inc. 12-Jan-99)


BOYDS WHEELS: Plan Confirmed
----------------------------
Boyds Wheels, Inc. (OTC Bulletin Board: BYDSQ) and its
wholly owned subsidiary, Hot Rod by Boyds, has emerged  
from the protection of the bankruptcy system by confirming
a joint plan of reorganization before the United States
Bankruptcy Court, Santa Ana Division.   The plan was
accepted by 85 percent of Boyds Wheels' creditors.

Under the plan of reorganization, Automotive Performance
Group will infuse approximately $2 million to recapitalize
the companies and will take an 80 percent controlling
interest.  Boyds Wheels, Inc. intends to resume its  
manufacturing operations, which ceased last year.  Under
the plan, Boyds anticipates that most of its manufacturing
activities will be outsourced to Asia to reduce future
production costs and overhead.

"The overwhelming acceptance of the plan by a majority of
the Boyds' creditors made confirmation a mere formality,"
stated Evan D. Smiley of Costa Mesa-based Albert, Weiland &
Golden, LLP, which filed the Chapter 11 bankruptcy and plan  
of reorganization on behalf of Boyds Wheels, Inc.
"Decisions to discontinue manufacturing operations, and
auction off unprofitable fixed assets have been carefully
executed, enabling Boyds to cut overhead costs.  This
drastic  restructuring allowed Boyds to reach a
consensus among the creditors and will  give Boyds an
opportunity to make a profitable comeback."

The reorganization process includes provisions for the
approximate 300 creditors to receive 17 percent of the
publicly traded stock of Boyds (BYDSQ),  as well as their
pro-rata share of 200,000 shares of APG, which
trades under  the symbol (RACG).  APG is the parent company
of the Scott Bodine Racing and Team Scandia racing teams,
Klein Engines and Royal Purple Motor oil.  The 3,500  
existing equity holders of Boyds will retain 3 percent of
Boyds' stock.

According to Jack Karkosky, president of Boyds, "Boyds
Wheels has spent the last six months working hard to reach
a consensus and come up with a plan of reorganization that
serves the best interest of all of the company's  
constituents including its creditors and shareholders.  We
believe this plan allows Boyds to effectively achieve this
goal."

Boyds announced that it had filed for Chapter 11 in January
1998.  A plan of reorganization was filed with the United
States Bankruptcy Court in July.


BRAZOS SPORTSWEAR: Interest Payment Remains Unpaid
--------------------------------------------------
Brazos Sportswear, Inc. reports to the SEC that it has not
paid and does not expect to pay the scheduled January 1,
1999 interest payment on its $100 million 10-1/2% Senior  
Notes due 2007.  If the payment default on the Senior Notes
is not cured within 30 days, then subject to the terms of
the governing indenture, the trustee or note holders will
have the right to declare the $100 million principal amount  
of the Senior Notes, together with accrued and unpaid
interest, immediately due and payable. "If the obligations
under the Senior Notes are accelerated, the Company's
business will be materially and adversely impacted and as a
result, it may be forced to seek protection under federal
bankruptcy laws."  Copyright States News Service, 01/11/99


CML GROUP: Meeting of Creditors
-------------------------------
A chapter 11 bankruptcy case concerning the debtor, CML
Group, Inc. was filed on December 17, 1998.  A meeting of
creditors is set for February 2, 1999 at 2:00 PM at the
Office of the U.S. Trustee, Franklin Square Tower, 600 Main
Street, Suite 202, Worcester, mass, 01608.  Attorney for
the debtor is Mark N. Polebaum, Hale & Dorr, 60 State
Street, Boston, Massachusetts 02109.


DIRECT AMERICAN: Sweepstakes Firm Settles for $3M
-------------------------------------------------                        
Direct American Marketers Inc. will pay $3 million  
to settle deceptive practices allegations in 30 states, the
company and several states said Monday.

The Federal Trade Commission and attorneys general from
dozens of states claimed the Orange County-based
telemarketer sent sweepstakes notification  
mailers to consumers urging them to dial toll numbers to
claim prizes that were worth less than the cost of the
call.

After being charged an average $30 per call, the prizes
turned out to be $1 or nothing at all.

"These schemes are nothing more than pure trickery. Anytime
you are told to call a 900, or any pay-per-call number, in
order to claim a prize that should be a big red flag,"
Maryland Attorney General J. Joseph Curran Jr. said in a  
statement announcing Monday's settlements.

Direct American sweepstakes mailings were also sent to
consumers under the names ACG Independent Judging
Organization, Audit Control Bureau and Equity  
Disbursement Group.

Some consumers didn't realize they were dealing with the
same company and they made five or more calls to the 900
numbers, each losing $150 or more, the Maryland attorney
general said.

Direct American stopped mailing the prize solicitations in
August 1997 and petitioned a court under Chapter 11 of the
U.S. Bankruptcy Code, which provides for the continued
operation of a business under a judge's supervision while
it  attempts to reorganize its finances.

Under the settlement approved by the federal bankruptcy
court, Direct American agreed to pay $3 million to settle
claims filed by 30 states. The FTC reached agreement with
Direct American, which didn't admit wrongdoing, in January
1998. The company got out of the sweepstakes business about
two years ago and has been reaching final settlements with
the states involved, Direct American spokesman Ron Trumbley
said Monday.


FASTCOMM COMMUNICATIONS: Hearing on Disclosure Statement
--------------------------------------------------------
The debtor, Fastcomm Communications Corporation filed a
second amended Plan of Reorganization and a proposed Second
Amended Disclosure Statement.  A hearing will be held on
January 25, 1999 at 1:30 PM in Courtroom III, Martin V. B.
Bostetter Jr. United States Courthouse, at 200 South
Washington Street, Third Floor, Alexandria Virginia 22314.  
Any objection to the adequacy of the information contained
in the Disclosure statement must be filed before January
22, 1999.


FPA MEDICAL: Unsecured Creditors Get Stock Under New Plan
---------------------------------------------------------
FPA Medical Management Inc.'s first amended joint
reorganization plan satisfies unsecured creditors by
scrapping the company's new warrant distribution program
and instead creating a creditor trust that includes 6% of
the reorganized company's new common stock. The disclosure
statement, filed with the plan on Dec. 29 and with the
support of the official creditors' committee, also
anticipates that under a new business plan, Reorganized FPA
will achieve positive cash flow and EBITDA during the
current fiscal year as well as $650 million in annual
revenue. The physician management company's original
disclosure statement and plan, filed on Sept. 30 without
the committee's support, provided that unsecured creditors
would receive their pro rata share of new warrants to
purchase Reorganized FPA's common stock while lenders would
receive their pro rata share of the new stock. (Federal
Filings Inc. 12-Jan-99)


GENEVA STEEL: CFO Says Bankruptcy Is Speculation
------------------------------------------------
Geneva Steel Co. CFO Dennis Wanlass said that a comment by
Standard & Poor's about a possible bankruptcy filing was
"speculation;" he said the company has engaged legal and
financial advisers about its alternatives since it was
expecting to miss this month's interest payment on its 9.5
percent senior notes, Reuters reported. S&P's cut the
corporate credit and senior unsecured debt ratings for the
company on Dec. 31 to double "C" from triple "C" and
viewed "a voluntary bankruptcy filing as likely." Wanlass
said the company is in talks with creditors but that S&P's
did not come to that conclusion through conversations with
Geneva's management. The company reported a loss of $18.9
million for the year ended September 1998. Geneva has about
$325 million of indebtedness to senior noteholders.

The Salt Lake Tribune reported on January 6, 1999 that the
company is desperately racing to renegotiate its debts.  By
defaulting on its interest payment, the company is
preserving and halting a massive outflow of its cash to
continue its operations, and that carries the prospect that
Geneva will benefit when the steel market eventually
recovers.  On the down side the company also is letting
itself in for significant legal bills.  There is also the
possibility that with a restructuring management will lose
at least some control.  On November 30, 1998 the company
said it had orders for 74,000 tons of steel, down from
309,000 tons on the same date a year earlier.  And it
reported that its prices and shipments will continue to
decrease significantly during the first quarter of 1999.


GUNTHER INTERNATIONAL: Stock Ownership Reported
-----------------------------------------------
Park Investment Partners, Inc. reports tot he SEC
beneficial ownership of 1,387,489 Shares, or 32.3% of the
class of common stock of Gunther International Ltd.

Gerald H. Newman reports beneficial ownership of 1,460,191
Shares or 34% of the class. Newman is a director of Bunther
International and President, Secretary,
Treasurer and the sole  director  of Park  Investment.

On October 2, 1998, Gunther International completed  a  
comprehensive  $5.7  million refinancing  transaction,  the  
proceeds  of which  have  been  utilized  to (1)
restructure  and replace the  company's  pre-existing  
senior line of credit with BankBoston,  N.A., (2) pay
DataCard  Corporation  approximately  $1.4 million in
full  settlement  of  amounts  due and  owing  to it for  
providing  third-party maintenance  services to certain  
purchasers  of the Issuer's  systems,  and (3)
furnish  additional  working  capital  to fund  the  
company's  ongoing  business operations.  


HOMEPLACE: Seeking To Close, Liquidate Four Stores
--------------------------------------------------
HomePlace Stores Inc. is seeking approval to hire a joint
venture comprised of Gordon Brothers Retail Partners LLC,
The Nassi Group LLC, and Alco Capital Group Inc. to conduct
going-out-of-business sales at four stores. Noting that it
would commence the liquidation as quickly as possible to
maximize inventory value, HomePlace explained that it had
solicited bids and negotiated with other parties interested
in liquidating the locations earlier this month, but
awarded the joint venture contract, subject to higher bids,
after the group submitted an offer to pay the company 77
percent of the inventory's value. The Daily Bankruptcy
Review and ABI Copyright c January 5, 1999.


INTERSCIENCE COMPUTER: Releases Yearly Earnings
-----------------------------------------------
Interscience Computer Corp. (OTC BB:INTRQ) reported
earnings for the fiscal year ended Sept. 30, 1998, of 97
cents per share, compared with a loss of $4.56 per share in
the prior fiscal year.

The company reported net income from continuing operations
of $1,006,781, as compared with a loss of $10,983,923.
Income applicable to common stock was $2,789,632, as
compared with a loss of $11,597,134 in the previous fiscal
year. This income was affected by creditors' settlements
and a tax credit of $902,471.

The company's bankruptcy case was dismissed on Dec. 16,
1998. Walter Kornbluh, the company's president, stated,
"Management is excited about the future."

The company has sold all of its money-losing maintenance
business, with the profitable fusing-agent business
remaining. Kornbluh further stated, "Management is
continuing to look for new business opportunities to build  
shareholder value."


LIVENT INC: Meeting of Creditors
--------------------------------
A chapter 11 bankruptcy case concerning the debtor
corporations Livent Inc., Live Entertainment of Canada
Inc., Spectacle Sur Scene Du Canada Inc., 605606 Ontario
Inc., Georgia Strait Live Entertainment of Canada Inc., and
The Live Entertainment Corporation of Canada, was filed on
November 18, 1998.  A meeting of creditors is set for
January 27, 1999 at 2:30 PM at the Office of the U.S.
Trustee 80 Broad Street, Second Floor, New York, NY 10004-
1408.  Attorney for the debtor is Myron Trepper, Willkie
Farr & Gallagher, 787 Seventh Avenue, New York, NY 10019-
6099.


MARVEL: Alan Fine Named Pres and CEO of Toy Biz Division
--------------------------------------------------------
Marvel Enterprises, Inc. (NYSE: MVL) announced on January
12, 1999 that Alan Fine, age 48, has been named President
and CEO of the Toy Biz division of Marvel Enterprises Inc.,
effective January 1, 1999. Mr. Fine will also continue as
Executive Vice President of Marvel Enterprises. Prior to  
his appointment as President and CEO of Toy Biz, Mr. Fine
was COO of Toy Biz, a position he had held since September
1996.  Prior to joining Toy Biz, Mr. Fine was the President
and COO of KayBee toy stores, the nation's leading mall-
based  specialty toy chain, with over 1200 stores in all 50
states plus Puerto Rico.

Eric Ellenbogen, President and CEO of Marvel Enterprises
stated, "Alan has played a vital role in the leadership of
our toy business during very difficult times for our
Company.  His management skills and experience will play an  
instrumental role in helping to define and shape our
Company's future. We are fortunate to have Alan on our
team."

Alan Fine commented on the announcement,  "I am very
pleased to accept the appointment.  The toy division's
accomplishments have been made possible through hard work
and dedication of many people.  The success of the division  
is a testament of their commitment to excellence.  I look
forward to working with Eric and the new management team to
help build all of the Company's businesses."

Marvel Enterprises, Inc. was formed on October 1, 1998 upon
the emergence of Marvel Entertainment Group, Inc. from
bankruptcy and its merger with Toy Biz, Inc. (NYSE: TBZ).


MOBILEMEDIA: Arch Names 3 To Senior Management Team
---------------------------------------------------
Arch Communications Group, Inc. (Nasdaq: APGR) today
announced plans to appoint three senior executives of  
MobileMedia Corporation to the Arch senior management team.
Arch said the appointments, which will become effective
upon the successful completion of its merger with
MobileMedia, are an important first step in planning for
the integration of the two companies.

As announced August 20, 1998, the pending merger between
Arch and MobileMedia (which operates under the brand name
MobileComm) will create the nation's second largest paging
and wireless messaging company, with more than seven  
million units-in-service throughout the United States.  The
merger is expected to close in March 1999, following
receipt of all necessary approvals.

Senior officers to be named to the Arch team include:

    -- Steven C. Gross, who will become executive vice
president, sales and marketing, a position he currently
holds at MobileComm.  

    -- H. Stephen Burdette, who will become senior vice
president, operations.

    -- Patricia A. Gray, who will join Arch in the newly
created position of vice president and general counsel, a
position she has held at MobileComm since July 1998.

MobileMedia filed a voluntary petition for Chapter 11 under
the U.S. Bankruptcy Code on January 30, 1997, and filed its
Third Amended Plan of Reorganization on December 2, 1998.  
The Plan and the merger are subject to various conditions,  
including Court, regulatory and Arch shareholder approvals.  
The Arch shareholder vote is scheduled to take place
January 26, 1999, and the deadline for voting on
MobileMedia's Plan of

Reorganization is January 27, 1999.  The Court has set
February 3, 1999 as the hearing date for confirmation of
the Plan.

MobileMedia Corporation, Fort Lee, N.J., is one of the
largest providers of paging and personal communications
services, offering local, regional and nationwide coverage
in all 50 states, the District of Columbia and in the  
Caribbean.  MobileMedia Communications, Inc., doing
business as MobileComm(R), is a wholly-owned subsidiary of
MobileMedia Corporation.  MobileComm can be found on the
Internet at www.mobilecomm.com.  MobileComm is not
associated with MobilComm, Inc. of Cincinnati, Ohio.

Arch Communications Group, Inc., Westborough, MA, is the
third largest paging company in the United States.  Founded
in 1986, it provides narrowband wireless messaging
services, principally paging, to more than four million
subscribers nationwide.  Arch's 2,600 employees operate
from approximately 200 offices and Company-owned stores in
42 states.  Additional information on Arch is available
on the Internet at www.arch.com.


NEW DEAL: Last Day To File Proofs of Claim
------------------------------------------
The Honorable Tina L. Brozman, U.S. Bankruptcy Judge for
the Southern District of New York has entered an order
dated January 5, 1999 requiring all persons that assert a
claim against the debtor, New Deal Projects, LLC, which
arose prior to August 27, 1998 to file a written proof of
claim so that it is received prior to February 26, 1999.
(The "Bar Date")


PHILIP SERVICES: Negotiates Term Sheet
--------------------------------------
Philip Services Corp(TSE:PHV.) (ME:PHV.) (NYSE:PHV) Philip
Services Corp. today announced that it has negotiated a
term sheet with a sub-committee of the Steering Committee  
of its lenders, who collectively hold the largest portion
of the more than US$1 billion of outstanding Philip bank
debt.

The term sheet sets forth the principal terms for the
restructuring of Philip under a prepackaged reorganization
plan that will allow the Company to conduct  business as
usual throughout the restructuring process. Philip
will now proceed  to negotiate a lock-up agreement, and
together with the sub-committee will seek  the necessary
two-thirds support of its lenders for the proposed
restructuring  plan.

Under the terms of the proposed restructuring plan, US$550
million of existing syndicate debt will be restructured
into US $350 million of senior secured term  debt and
US$200 million of secured payment in kind notes, both with
a term of  five years. Pre-payments of the debt will be
based on a formula that takes into account excess cash flow
and proceeds of any asset dispositions. The balance of the
existing syndicate debt of approximately US$550 million
will be exchanged for 90 percent of the common shares of
the restructured company. Existing shareholders will retain
up to 10 percent of the common shares of the restructured
company.

The term sheet permits debtor in possession financing to be
provided of up to US$100 million, which is currently being
negotiated. This debtor in possession financing will
support the Company's working capital requirements
during the  restructuring process. The term sheet also
permits additional financing of up to US$170 million, less
proceeds utilized from the sale of aluminum operations, to
repay the debtor in possession financing and
support Philip's working  capital requirements when it
completes the restructuring. Under the terms of the
proposed restructuring plan, the Company will not proceed
with the disposition of its U.S., U.K. and Canadian Ferrous
operations. This decision recognizes the ongoing value of
these metals operations in a restructured Philip.

It is anticipated the Company will file a voluntary
prepackaged reorganization plan by March 15, 1999 and
emerge from the process by June 30, 1999. It is the  
Company's expectation that the plan will protect its
employees and normal course trade suppliers, who will
remain unimpaired throughout the restructuring process.

"We have negotiated the basis for a restructuring plan that
recognizes the long term strength and value of Philip, and
provides the necessary financial stability to see this
value realized," said Allen Fracassi, Chief Executive
Officer. "It protects the interests of our employees and
trade suppliers throughout the restructuring process, and
provides all stakeholders with an interest in the
restructured company. We look forward to receiving the
necessary lender approval and moving quickly to emerge from
a prepackaged restructuring."

Under the terms of the proposed restructuring plan, the
lenders will nominate the Board of Directors of the
restructured company, which will include two positions to
be filled by existing Philip board members.

Philip's standstill agreement with Carl Icahn of High River
Limited Partnership III L.P. and American Real Estate
Holdings, L.P. and Foothill Partners III L.P., which
outlined the terms of a different restructuring proposal,
expired  on January 8, 1999.

Philip Services is an integrated metals recovery and
industrial services company with operations throughout the
United States, Canada and Europe. Philip provides ferrous
and non-ferrous processing services, together with
diversified industrial outsourcing services, to all major
industry sectors.


PHILIPPINE AIRLINES: Creditors To Meet
--------------------------------------
Philippine Airlines will try to convince major foreign
creditors to approve a plan to rehabilitate the  
company, an official said Tuesday.

Almost all of PAL's creditors have rejected the plan, which
calls for a restructuring of debts, the scaling down of its
fleet and an infusion of at least $150 million in fresh
capital.

PAL says it is saddled with debts of $2.1 billion, which it
has not been able to repay since last July. The airline
secured a moratorium on debt payments from the Securities
and Exchange Commission, Manila's corporate
watchdog, amid its financial and labor problems.

SEC chairman Perfecto Yasay said PAL and its creditors will
discuss the rehabilitation plan Wednesday.

Former executives of Cathay Pacific Airways hired recently
by PAL to manage the airline will meet the creditors in an
effort to convince them to support the plan, said Jaime
Bautista, PAL's vice president for finance.

Peter Foster, Cathay's former regional manager for Taiwan
and the Philippines, and Mike Scantlebury, a former finance
director at Cathay's major shareholder, will start working
for PAL on Wednesday, Bautista said.  Cathay was a
prospective investor in PAL, but talks between the two
airlines collapsed last month.  The Asian currency crisis
and a 22-day pilots' strike in June severely hobbled PAL,
hurting its ability to pay maturing debts.

The airline closed for nearly two weeks in September until
its largest union agreed to give up collective bargaining
for 10 years in exchange for 20 percent of the company's
stock.


RAND ENERGY: Unsecured Creditors Committee
------------------------------------------
The first amended appointment of Unsecured Creditors
Committee of Rand Energy, debtor:

1. Brad A. Adams, General Counsel
   Oil & Gas Rental Services, Inc.
   Whitney National Bank Building
   228 St. Charles Avenue Suite 707
   New Orleans, LA 70130

2. Timothy S. Brown, Pres.
   Caex Services Inc.
   5555 San Felipe, Sutie 500
   Houston, Texas 77056

3. J.C. Ries, Credit Manager
   Schlumberger Technology Corp.
   6090 Greenwood Plaza Blvd.
   Englewood, Colorado 80111

4. Christopher J. Ryan, Manager of Collections
   Baker Hughes Inteq.
   c/o Baker Hughes Inc.
   PO Box 4740
   Houston, Texas 77210-4740

5. Philip Cooper, VP Finance
   Patterson Truck Line, Inc.
   8032 Main Street
   Houma, LA 70360

6. Michael Journeay
   Newpark Drilling Fluids, Inc.
   15810 Park Ten Blvd.
   Suite 384
   Houston, Tx. 77084

7. Steve Farrar
   T.K. Stanley, Inc.
   PO Box 31
   Hwy 84 West
   Waynesboro, MS 39367


SERVICE MERCHANDISE: Bettina Whyte Named Interim CEO
----------------------------------------------------
Service Merchandise Co. said turnaround expert Bettina M.
Whyte has been named interim CEO of the struggling jewelry
and home-products retailer.  Ms. Whyte, is a principal of
Jay Alix & Associates. (The Wall Street Journal 12-Jan-99)


SERVICE MERCHANDISE: Gets $750M As CEO Quits
--------------------------------------------
As reported in the Baltimore Sun on January 9, 1999,
Service Merchandise Co., a troubled jewelry and home-
products retailer, said the company obtained $750 million
in financing and chief executive Gary Witkin abruptly quit
as it struggles to pay lenders.

The company said it will use the financing from Citigroup
Inc.'s Citibank unit to improve operations and repay bank
loans and debt obligations. Last month, it failed to make a
$13.5 million bond interest payment, triggering
a default.

Sales have slumped and the company has been trying to
attract customers by shifting to traditional stores from
catalog stores.

"If we can meet our operational and financial challenges --
and we're off to a great start with the new financing
commitment -- we think we can return the company to
profitability," Raymond Zimmerman, who was named non-
executive chairman, said in a statement.

Shares of Service Merchandise doubled on the news, rising
40.625 cents to 81.25 cents, in trading of 9 million, about
six times the three-month daily average. The shares have
declined about 60 percent in the past year.

The company expects to close its financing facility this
month, and said it plans to pay the interest due on its 9
percent subordinated debentures by Thursday. Standard &
Poor's Corp., the debt-rating company, cut its credit  
rating on the notes to "D" -- or default -- when the
company missed the Dec. 15  payment.

Witkin, 50, stepped down to pursue other interests, the
company said. Service Merchandise employs about 25,000
workers at 347 stores in 34 states.  Baltimore Sun-01/09/99


URBAN COMM: Meeting of Creditors
--------------------------------
A chapter 11 bankruptcy case concerning the debtor
corporation, Urban Comm-Mid-Atlantic, Inc. was filed on
November 5, 1998.  A meeting of creditors is set for
February 10, 1999 at 2:30 PM at the Office of the U.S.
Trustee, 80 Broad Street, Second Floor, new York, NY 10004-
1408.  Attorney for the debtor is Charles E. Simpson,
Windels, Marx, Davies & Ives, 156 West 56th Street, New
York, NY 10019.

                 *********

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

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