TCR_Public/990128.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
     
    Thursday, January 28, 1999, Vol. 3, No. 19

                   Headlines

ABL: Court To Review Proposed Distribution to Creditors
ALL ABOUT SPORTS: Creditors Recover $20 Million
AMERICAN RICE: Seeks Emergency Consideration of Extension
AMERICAN TRACK: Case Summary & 20 Largest Creditors
AMERITRUCK: Agreed Order With Newcourt

BRADLEES: Confirmation Hearing Will Include Landlords
BROTHERS GOURMET: Hearing To Consider Disclosure Statement
CADET MANUFACTURING: Case Summary & 20 Largest Creditors
DIXONS US: Seeks Extension of Exclusivity
GITIC: Debtors, Creditors to Meet Over Bad Loans

J. PETERMAN: Court Approves $1.96-Million Loan
JOTAN INC: Seeks Authorization For Sale of Assets
KAYDON: Reports Favorable Rulings in Transaction Lawsuit
MCGINNIS GLOBAL: Notice of Conversion Hearing
MCGINNIS PARTNERS: Notice of Conversion Hearing

MCGINNIS PARTNERS: Equity Committee Taps Haynes and Boone
MERKERT ENTERPRISES: Initial Public Offering Saves The Day
PITTSBURGH PENGUINS: Penguins Marino Drops A Bombshell                        
PONDEROSA FIBRES: Seeks Bankruptcy Protection
RAND ENERGY: Creditors Seek To Foreclose Liens

RAND ENERGY: Committee Seeks To Prosecute Claims
ROASTERS CORP: Competing Plans of Reorganization
RUSSIA VALUE FUND: Notice of Conversion Hearing
SMARTALK: AT&T Says Price Will Be 'Substantially Less'
VITALE ENTERPRISES: Order Extends Co-Exclusive Period

                   *********

ABL: Court To Review Proposed Distribution to Creditors
-------------------------------------------------------
A bankruptcy court is scheduled to hear a plan today for
the American Basketball League (ABL) to pay employees their
back wages, ticket holders for games that will not be
played and many other creditors owed millions of dollars,
The Oregonian reported. The ABL filed for bankruptcy in
December. Co-founder and CEO Gary Cavalli said when the
team folded that an agreement had been reached with a
lender to provide the money for employee compensation for
most of December and some vacation time. The plan to be
presented in court today calls for paying former players,
coaches and office staff a maximum of $4,300 each. Then the
league would pay season ticket holders; that group is owed
nearly $2.5 million. Cavalli said the organization will
liquidate its assets, including league and team
merchandise, office computers and video equipment in order
to raise money to pay the debts. Following those
distributions, the ABL will attempt to repay creditors such
as Fleet Bank, owed more than $6 million, or advertising
agency Baden and Company, owed more than $83,000. The
second largest creditor is Larry Hunt of Lithonia, Ga., an
ABL co-founder, who recently was sentenced to prison in one
of the largest Medicaid fraud cases in Georgia; he is owed
$1.9 million. (ABI 27-Jan-99)


ALL ABOUT SPORTS: Creditors Recover $20 Million
-----------------------------------------------
The Cincinnati Post reports on January 25, 1999                      
that creditors of the bankrupt All About Sports chain
recovered nearly $20 million from the company's estate, its
attorney said Friday.

The chain's main lender, Provident Bank, recovered most of
the total.

Federal bankruptcy court Judge J. Vincent Aug on Friday
confirmed the reorganization plan of Van Leunen's Inc.,
which owned All About Sports, said Chuck Meyer, the
company's attorney. The approval completes the case that
started in May 1997, when All About Sports filed for
Chapter 11 bankruptcy protection, laid off 750
workers  and said it would close all 14 of its stores.

The shutdown came less than three years after Van Leunen's
closed its department stores in January 1995. All About
Sports then recruited out-of town investors and said the
company would spend $50 million to expand from 10 to 44  
locations.

But competition from national chains like Dick's Clothing &
Sporting Goods made the market difficult. Another local
sporting- goods chain, Brendamour's Inc., also declared
bankruptcy in 1997.

According to Meyer, the reorganization plan approved Friday
includes full payment for:

Provident Bank, whose claim totaled $16.8 million, and
other secured creditors. Customers who had products on
layaway, gift certificates or store credits, totaling more
than $24,000.

Suppliers who already had delivered merchandise to the
stores. Employees owed benefits, back pay, vacations or
other compensation.  There were $12 million in unsecured
claims with no priority, most of them trade creditors who
had sold goods to All About Sports. Those creditors
will receive $1.2 million, or 10 percent of their total
debts, Meyer said.


AMERICAN RICE: Seeks Emergency Consideration of Extension
---------------------------------------------------------
The debtor, American Rice, Inc. seeks emergency
consideration of its motion to extend the time for the
debtor to file a plan of reorganization and obtain
acceptances thereto.

Given the size and complexity of this case, the debtor
states that it justifiably needs more time to develop and
negotiate a plan which will resolve the competing interests
present in this case.

The debtor states that it has effectively utilized the
first four months of this case to address problems
precipitating its bankruptcy filing.  The debtor
consummated a sale of its olive business and it negotiated
a compromise of the Tenzer Company claim.  In addition, the
debtor established an agreement for financing and responded
to numerous creditor requests for adequate protection and
relief from stay.  Except with respect to the bondholders,
with whom debtor has negotiated a term sheet, debtor has
just begun the process of developing a plan and will soon
seek to negotiate that plan with the creditor
constituencies in the case.

The debtor states that this case is not "typical".  The
case involves a company with over 700 employees in numerous
countries, annual sales exceeding $300 million, well over
$200 million in debt, assets located throughout the world
and secured claims held by bank and bondholder groups and
international business operations.

The debtor requests that the Extension Motion be set for
hearing on January 29, 1999 at 9:00 AM.  The debtor is
seeking an extension through February 26, 1999 of its
exclusive right to file a plan of reorganization , and an
extension of its exclusive right to obtain acceptances of
the plan until May 30, 1999.


AMERICAN TRACK: Case Summary & 20 Largest Creditors
---------------------------------------------------
Debtor:  American Track Systems International Inc.
         203 Chestnut Avenue
         Altoona, Pennsylvania 16693-3187

Court: District of Delaware
Case No.: 99-169   Filed: 01/26/99    Chapter: 11

Debtor's Counsel: Charles E. Butler
                  Smith, Katzenstein & Furlow LLP
                  800 Delaware Ave.
                  PO Box 410
                  Wilmington, Delaware 19899                      
                  (302) 652-8400

20 Largest Unsecured Creditors:

   Name                           Nature            Amount
   ----                           ------            ------
Advanced Metal Coat              Services           $31,783     
Allevard Stedef SAS                            $2.5 Million
Bremen Castings, Inc.            Services          $159,867
Consolidated Rail Co.      Rental Arrearages        $40,000
Consolidated Rail Co.            Services           $66,450
Consolidated Rail Co.  Invoices for Loading         $41,825
Consolidated Steel               Services           $29,157
Ford Atlantic Fastene            Services           $89,117
HSIN Hung Screw                  Services          $107,559
Hartman Underhill                Services           $43,557
JIA Cherng YI Limited            Services           $55,857
Locust Industries                Services           $73,762
Machinery Values                 Services          $109,000
Mansfield Foundry C              Services           $48,268
David Martin                     Services           $33,501
Miller & Company                 Services           $33,421
Neenah Foundry Comp.             Services           $77,455
R.L. Swearer                     Services           $50,162
Reuther Mold & Mfg. Co.          Services           $29,397
US Molding Machinery             Services          $276,249


AMERITRUCK: Agreed Order With Newcourt
--------------------------------------
In the case of Ameritruck Distribution corp., Scales
Transport Corp., et al, debtors, the court entered an order
providing that the debtor shall remit to Newcourt Financial
USA Inc., the sum of $20,000 as adequate protection for
debtor's use of the trailers up to an including January 24,
1999; and that the debtors shall physically surrender a
minimum of 75 trailers to Newcourt not later than January
24, 1999.  With respect to trailers not surrendered by
January 24, 1999, the debtor shall  pay $15 per day per
trailer until returned, with the debtor's retention of any
such trailers limited to the period ending February 24,
1999.


BRADLEES: Confirmation Hearing Will Include Landlords
-----------------------------------------------------
Bradlees Inc. will square off with two landlords at a
confirmation hearing today over the assignment or
assumptions of multi-million dollar leases in a
continuation of the conflict that resulted in the court  
overturning Bradlees first confirmed reorganization plan.
The U.S. Bankruptcy Court in Manhattan confirmed Bradlees'
plan in November. The plan gave the retailer one year to
assume or reject a store lease, and as a result of it not
being assumed prior to confirmation, the District Court
overturned the plan on Dec. 23. Bradlees has twice
submitted modifications to the plan, however, Acklinis
Associates, the successor in interest to S. Klein
Department Stores and the sublessor of a property
controlled by Bradlees' New Horizon of Yonkers subsidiary
and Greenwich Holding Corp., landlord of Bradlees' Union
Square location in Manhattan, argue that the plan still
does not require Bradlees' subsidiaries to assume or reject
leases prior to the effective date of the plan.
(The Daily Bankruptcy Review - ABI 27-Jan-99)


BROTHERS GOURMET: Hearing To Consider Disclosure Statement
----------------------------------------------------------
A hearing to consider the approval of the proposed
disclosure statement of Brothers Gourmet Coffees, Inc. and
its affiliates will be held before the Honorable Mary F.
Walrath, 6th Floor, 824 Market Street, Wilmington, Delaware
at 2:00 PM February 18, 1999.


CADET MANUFACTURING: Case Summary & 20 Largest Creditors
--------------------------------------------------------
Debtor:  Cadet Manufacturing Company
         2500 West Fourth Plain Boulevard
         Vancouver, Washington 98660

Court: Western District of Washington

Case No.: 99-30304T     Chapter: 11

Debtor's Counsel: Michael D. Hitt/ David W. Creiswell
                  Gordon Thomas/ Ball Janik
                  PO Box 1157/ 101 SW Main Suite 1100
             Tacoma, Washington 98401/Portland, Or 97204                     
                  (253) 572-5050 /(503) 228-2525

20 Largest Unsecured Creditors:

   Name                           Nature            Amount
   ----                           ------            ------
Southeast Indust Inc.                              464,750
A.O. Smith Electrical Products Co.                 330,484
Nordyne                                            264,268
Oregon Metal Slitters Inc.                         206,037
Herberts-O'Brien Inc.                              172,427
Radar Electric Co. Inc.                            172,306
Pacific Metal Co                                   162,404
SEV                                                123,746
Transp Cost Contorl Inc.                           121,503
Stillman Heating/ Teledyne                         106,051
Nelson Bender              PSG Acquisition          96,620
Columbia Corrugated Box Co.                         94,901
American Steel                                      90,182
Hire Source Inc.                                    85,321
LaPorte & Assoc Inc.                                77,918
Ranco North America                                 76,645
Elmwood Sensors                                     66,515
Siebe Appliance Controls                            61,076
IRCA UK Ltd.                                        60,835
American Bolt & Screw Mfg Co.                       52,751


DIXONS US: Seeks Extension of Exclusivity
----------------------------------------
Dixons U.S. Holdings, Inc. and its affiliated debtors seek
an extension of the period during which the debtors will
maintain the exclusive right to file a plan.  The debtors
seek an extension of 90 days from January 25, 1999 through
April 26, 1999. The debtors also seek an extension of the
period during which the debtors will have the exclusive
right to solicit acceptances to the plan through June 25,
1999.

The debtors state that they are very close to resolving
these cases.  The global settlement agreement between the
debtors, the Committee, Fretter and the Fretter Creditors'
Committee became effective October 16, 1998.

The debtors have obtained an order authorizing the
establishment of a reserve fund of $1.25 million for
distributions on account of claims based upon warranties.  
The debtors filed a liquidating plan of reorganization on
October 23, 1998 and have until January 25, 1999 to file a
disclosure statement.  The debtors seek this extension to
afford them time to complete negotiations with the
Committee and the plan confirmation process.  


GITIC: Debtors, Creditors to Meet Over Bad Loans
------------------------------------------------
The governor of China's central bank said Wednesday
a meeting will be held at the end of April to discuss the
repayment of defaulted loans by the bankrupt Guangdong
Internatinal Trust and Investment Corporation (GITIC).

People's Bank of China Governor Dai Xianglong told a press
conference that debtors, creditors and members of the
Guangdong Higher People's Court will discuss the bad loans
held by GITIC, which has liabilities totaling 4.3 billion  
dollars against 2.5 billion dollars in assets.

The central bank's decision to declare GITIC bankrupt on
Jan. 10 has raised concerns about the financial soundness
of China's 238 other investment trust and investment
corporations (ITICs).  The total foreign debt of the
country's ITICs is 8.1 billion dollars, Dai said.  About 2
billion dollars of these loans, excluding those held by
GITIC, are now due or "a bit overdue," Dai said.

The government has vowed to cut off the endless flow of
money to poorly performing state companies to improve the
balance sheets of the country's state banks.  The large
amount of bad loans carried by Chinese banks is seen by
many to constitute a major weakness in China's economic
fundamentals. "We are determined to restructure the
(banking) sector, but this does not mean  we will close the
239 ITICs so that only a few dozen remain," he said.

Unconfirmed reports from Dalian financial sources Jan. 17
said that Dalian city officials had requested Japanese
banks to delay repayment of some of loans held  by the ITIC
based in that northeast city.  Dai said the GITIC
bankruptcy shows that China is stepping up its
supervision and management of China's financial market.
Law enforcement will be strengthened in administering
foreign exchange dealings, and state commercial banks will
be encouraged to improve their management systems, Dai
said.

In continuing its financial reforms, the central bank will
gradually phase out interest rate controls on foreign
currency loans and expand the national trading system of
the national bank market, Dai said.  Areas open to foreign
bank operations will be expanded from the current 23  
cities and the island province of Hainan to all major
cities, Dai said.  Kyodo News - 01/27/99


J. PETERMAN: Court Approves $1.96-Million Loan
----------------------------------------------
Catalog retailer J. Peterman, Lexington, Ky., which filed
chapter 11 on Monday, announced that Bankruptcy Judge
William Howard has authorized the company to operate
through Feb. 12 under a $1.96 million loan from a primary
creditor, according to the Associated Press. The
loan will enable the company to pay its 500 employees, pay
$235,000 owed to United Parcel Service and process returned
and exchanged merchandise, which is backed up from the
holidays. The company listed assets of $35 million and
liabilities of $40 million in court documents; a hearing is
scheduled for Feb. 8. Founder John Peterman, a former minor
league baseball player and marketing consultant, started
selling vintage duster coats in 1987 through ads in The New
Yorker and The Wall Street Journal. He expanded the
business in 1988 with his upscale catalog, which included
color sketches of the merchandise and quirky copy
romanticizing the merchandise. The company was satirized on
the popular "Seinfeld" television show. (ABI 27-Jan-99)


JOTAN INC: Seeks Authorization For Sale of Assets
-------------------------------------------------
Jotan, Inc. and Southland Container Packaging Corp. seek
authorization to sell certain assets.  This sale is the
business associated with two locations, at Pontiac and West
Branch, Michigan, respectively.  The Buyer is Victory
Packaging Inc. The purchase prices is equal to the "Book
Value" of the Inventory, plus 75% of the face value of the
Receivables, plus $80,000.  these two locations were carved
out from the  Asset Purchase Agreement with Dalton Box &
Container, Inc. for the sale of substantially all of the
debtors' industrial business.


KAYDON: Reports Favorable Rulings in Transaction Lawsuit
---------------------------------------------------------
Kaydon Corp., Clearwater, Fla., reported that the U.S.
District Court for the Southern District of New York
recently issued two decisions in what is referred to as the
"Transaction Lawsuit," which stems from the bankruptcy case
of Keene Corp., according to a newswire report. In response
to Kaydon's motion for reargument of the court's decision
on Kaydon's motion for summary judgment, the court held
that the three counts of the complaint which alleged claims
of "constructive" fraudulent transfer against Kaydon were
barred by the statute of limitations and dismissed
them. The court also held that with respect to the
"judgment creditor" claims, the plaintiffs may recover only
to the extent of the unsatisfied judgments of a limited
number of creditors holding valid claims, rather than the
claims of all creditors. So the court has allowed the
plaintiffs to go forward only with "actual fraud" claims,
which have a heavier evidentiary requirement than
"constructive fraud." As a result, the claims against
Kaydon have been narrowed significantly. Kaydon is a
designer and manufacturer of custom-engineered products.
(ABI 27-Jan-99)


MCGINNIS GLOBAL: Notice of Conversion Hearing
---------------------------------------------
A hearing will be held at S.A. Courtroom #3, U.S. Post
Office Bldg., 615 E. Houston St., San Antonio, Texas 78205,
on February 10, 1999 at 9:00 AM on the motion by the
Official Committee of Unsecured Creditors of McGinnis
Global fund, Ltd. to convert the Chapter 11 case to Chapter
7.


MCGINNIS PARTNERS: Notice of Conversion Hearing
-----------------------------------------------
A hearing will be held at S.A. Courtroom #3, U.S. Post
Office Bldg., 615 E. Houston St., San Antonio, Texas 78205,
on February 10, 1999 at 9:00 AM on the motion by the
Official Committee of Unsecured Creditors of McGinnis
Partners focus Fund, LP to convert the Chapter 11 case to
Chapter 7.


MCGINNIS PARTNERS: Equity Committee Taps Haynes and Boone
--------------------------------------------------
The Official Committee of Equity Security Holders of
McGinnis Partners Focus Fund, LP, Russia Value Fund, LP and
McGinnis Global Fund, Ltd. seek authorization to employ
Haynes and Boone, LLP as counsel for the purpose of
assisting the Investors' Committee.

In view of the complexity of the securities issue s
presented by this case and sophistication of the creditors
and their cousnel, the Investors' Committee believes it is
necessary and advisable to employ counsel to represent the
interests of the investors.

The professional services that Haynes and Boone will
perform as counsel to he Investors' Committee are as
follows:

To consult with the Investors' Committee concerning the
administration of the case;

To represent the Investors' Committee in any litigation or
administrative proceedings which may arise in the course of
this reorganization proceeding and to prepare and file any
necessary applications, notices, answers, pleadings,
orders, reports and other legal papers on behalf of the
Investors' Committee;

To assist the Investors' Committee in its investigation of
the acts, conduct, assets, liabilities and financial
condition of the debtors, the events leading to the
debtors' alleged insolvency, including the actions of the
broker/dealers with whom the debtors dealt, and other
matters relevant to the case;

To participate in the evaluation, negotiation and/or
formation and confirmation of a plan of reorganization;

To advise the Investors' Committee on bankruptcy
procedures.


MERKERT ENTERPRISES: Initial Public Offering Saves The Day
----------------------------------------------------------
The Patriot Ledger Quincy MA reports on January 23, 1999
that the future looked dim for Merkert Enterprises Inc.
last fall. The Canton company was losing millions of
dollars and had defaulted on one of its loans.  Its
accounting firm had expressed doubt that Merkert could stay
alive.  What a difference an initial public offering can
make.  Today Merkert has paid off the loan and joined with
a North Carolina company to create the largest food  
brokerage on the East Coast.

Just last week the combined firm, Merkert American  Corp.,
bought a Midwest food broker that it says will open the
door to business  with one of the nation's biggest
supermarket chains. Investors who bought the new firm's
initial offering of 4.4 million shares last month made it
all possible. They pumped $58.6 million into the company to
help pay off creditors, as well as stockholders, of both
the faltering Merkert and its healthier partner, Rogers-
American Co. Inc. of Charlotte, N.C., according to filings
with regulators.  

The public stock offering was providential for Merkert
Enterprises and its eight shareholders. The company,
founded in 1950, had been losing money since 1994. It lost
$3.4 million in 1997 and $6.3 million in the first nine
months of 1998, according to Securities and Exchange
Commission filings.   Merkert's debt was piling up as it
continued to buy smaller brokers, paying part of the price
in cash and the rest in IOUs. It had purchased six
companies  since 1994.  

As of this past Sept. 30, the company's working capital
account was in the red by $26.6 million, and it was in
default on one of its credit lines because of its financial
problems. But Merkert had already started working on
a solution.  It centered on joining with Rogers-American, a
smaller food broker that was in better shape. Rogers-
American, founded in 1934, was earning a profit, although
it, too, had borrowed money to buy other companies. On Dec.
16 Merkert and Rogers-American merged into Merkert
American, and the new company began selling stock to the
public at  $15 a share.  

After fees to lawyers and underwriters, the offering netted
$58.6  million for Merkert American. That wasn't all. A
bank affiliated with the lead underwriter for the offering
lent $75 million to the new company.  The total amount paid
a long list of bills. Among the recipients:   Merkert and
Rogers- American stockholders collected $56.6 million.  
Lenders got $17.1 million to repay both companies' loans.

After the stock offering, many of Merkert Enterprises'  
problems vanished. Its creditors were repaid. Former
Merkert shareholders agreed to pay the $17.7-million tax
settlement from their share of the IPO proceeds. The new
company still had a working capital deficit, but it was
only  $3.7 million instead of the two companies' combined
deficit of $31.2 million.

So far, though, its stock has been sluggish.  After opening
at $15 a share, the stock price briefly climbed to $15.38 a
share on Dec. 21, then hovered around  the original price
until falling to $14.38 last week. It closed at $14.62  
Friday, down $1.12.  Leonard isn't worried about the
stockholder scrutiny that comes with being a public
company.  "We have an obligation to the shareholders, and
we want to fulfill that obligation," he said. "We also
understand how to  make money in this business."


PITTSBURGH PENGUINS: Penguins Marino Drops A Bombshell                        
------------------------------------------------------
Interactive Sports reports January 26, 1999 that The
National Hockey League Pittsburgh Penguins creditors have
learned that the team s co-owner Roger Marino was given $6
million by the team just eleven months before filing for
bankruptcy protection. The payment, brought to light
Thursday in court, was not originally mentioned in the
financial reports the team filed in the franchise
bankruptcy brouhaha.

The organization does not want to speak about the
situation, a Penguins spokesperson told ISWire.
Creditors asked United States Bankruptcy Judge Bernard
Markovitz for permission to investigate the payments that
Marino was supposed to have taken from the till of the  
financially troubled organization. If, in fact, Marino  
did take the money while expecting to file for bankruptcy,
the creditors could  try to get the money owed to them. The
$6 million payment was revealed when Penguins chief
financial officer Robert Vogel came out with the bombshell  
during questioning Thursday while under oath.

But Pens attorney Robert Sable claims that the creditors
did in fact know about the payment even thought it was not
filed in the report. But the report was supposed to list
all payments made to insiders during the twelve months  
prior to the filing for bankruptcy.

The creditors were given the right to question the Penguins
under oath Thursday, one day after asking that they be able
to investigate any payments made to Marino or his co-owner
Howard Baldwin.

The team initially said they owed Marino $37 million, but
Marino says that was a mistake and the team only owes him
$27 million. But creditor s committee  representative Joel
Walker does not believe that Marino should get
any of the  money back because it was meant as a business
investment, not a loan. Marino claims he only invested $10
million, and the other $27 million was a loan.


PONDEROSA FIBRES: Seeks Bankruptcy Protection
---------------------------------------------
Listing assets and liabilities greater than $100 million,
Ponderosa Fibres of Washington LP has filed for chapter 11
protection in the District of Delaware, according to
Reuters. The company's chapter 11 petition includes a list
of creditors but no information about the nature of its
liabilities. Ponderosa Fibres of America President Martin
Bernstein said that his company is a member of Ponderosa
Fibres of Washington GP LLC, the sole general partner of
the bankrupt limited partnership. Ponderosa Fibres of
America is a producer of delinked market pulp. (ABI 27-Jan-
99)


RAND ENERGY: Creditors Seek To Foreclose Liens
----------------------------------------------
Smith International Inc., Weatherford U.S., LP, wood Group
Pressure Control, Schooner Petroleum Services, Inc. and
Ponder Industries, Inc., ("Movants") are seeking a court
order lifting the automatic stay to permit the Movants to
join the debtor in an action in Mississippi and commence
foreclosure on Movants' liens against the debtor and the
owners of the subject leases.

The debtor, acting individually and as agent for the other
defendants in the Mississippi action, contracted with each
of the Movants to provide goods and services tot he oil
wells in question.  The Movants seek adequate protection to
the extent that the wells enter a production status and the
revenues are used by the debtor.


RAND ENERGY: Committee Seeks To Prosecute Claims
------------------------------------------------
The Official Committee of Unsecured Creditors of Rand
Energy  Company seeks authorization to investigate,
initiate and prosecute claims on behalf of the debtor.

The Committee represents that the debtor does not object to
this motion.  The Committee states that the debtor has not
undertaken to investigate or prosecute claims against
insiders and affiliates.  The Committee believes that the
myriad of transactions between the debtor and its
affiliates and insiders warrant further investigation.  The
Committees' position is that bona fide causes of action
exist against Jeff Rand, Petroleum Credit Corporation, Del
Mar Drilling Company and other affiliates and insiders.  
The debtor has stipulated and agreed that the Creditors'
Committee should be responsible for and have standing to
assert any of the estate's claims or causes of action
against the debtor's insiders and affiliates.

The Creditors' Committee requests that an order be entered
by the court specifically granting the Official Creditors'
Committee standing and authority to investigate and
prosecute claims and causes of action of debtor and its
estate against insiders and affiliates of the debtor.


ROASTERS CORP: Competing Plans of Reorganization
------------------------------------------------
The debtors, Roasters Corp., and Roasters Franchise Corp.,  
the Franchisee Committee and the Creditors Committee
submitted a comparison of competing plans of
reorganization.

The purchase price for transferred assets under the debtors
plan is $1 million.  the purchase price for transferred
assets under the franchisee plan is $1.25 million.  The
debtors' plan will provide additional funds to creditors to
the extent of collections of pre-petition receivables.  
However the Franchisee Committee believes that such
payments will not be made.  With respect to the treatment
of franchisee claims, the Franchisee Plan may minimize
potential claims for rejection damages, however these
benefits cannot be quantified without determining how many
franchisees will accept each plan, and without determining
how many franchise agreements FMI is willing to accept.  
The Franchise plan eliminates cure payments for assumption,
which may decrease liabilities to the estate and increase
funds available to creditors. The value of this difference
cannot be determined without knowing how many agreements
would be assumed and assigned under each plan.  The
Franchisee plan eliminates the need to provide adequate
assurances of future performance.  It is impossible to
definitively quantify this benefit, as it is unclear how
vigorously franchisees would litigate these assurances.

Both plans contain provisions which permit deferred
payments of royalties.  The debtors' plan may induce
franchisees who are able to take advantage of the 75%
discount, while the franchisee Plan will induce Franchisees
who would otherwise be unable to pay pre-petition and/or
post-petition royalties and choose to allow rejection of
their contracts to instead allow assignment and attempt
payment over time, with interest.  


RUSSIA VALUE FUND: Notice of Conversion Hearing
-----------------------------------------------
A hearing will be held at S.A. Courtroom #3, U.S. Post
Office Bldg., 615 E. Houston St., San Antonio, Texas 78205,
on February 10, 1999 at 9:00 AM on the motion by the
Official Committee of Unsecured Creditors of Russia Value
Fund, LP to convert the Chapter 11 case to Chapter 7.


SMARTALK: AT&T Says Price Will Be 'Substantially Less'
-----------------------------------------------------
AT&T Corp.'s mergers and acquisitions group conducting the
SmarTalk TeleServices Inc. purchase negotiations have
allowed for adjustments to be made to the $192.5 million
purchase price that could reduce the final figure by as
much as $45 million. "Based upon my knowledge of SmarTalk's
poor recent performance, I estimate that the adjusted
purchase price will be substantially less than $192.5
million," AT&T's Michael Waks declared in a Jan. 14
affidavit. AT&T announced on Jan. 19 the signing of a
definitive agreement to purchase the prepaid calling card
provider for up to $192 million in cash, subject to
downward closing adjustments. The respective boards of
directors have approved the transaction and the companies
expect the sale to close in mid-March.  (The Daily
Bankruptcy Review - ABI 27-Jan-99)


VITALE ENTERPRISES: Order Extends Co-Exclusive Period
-----------------------------------------------------
In the case of Vitale Enterprises, Inc., et al., debtors,
the court entered an order providing that the debtors and
the Committee shall l have co-exclusivity with respect to
the solicitation of acceptances to a plan through and
including February 28, 1999.


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