TCR_Public/990129.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
     
    Friday, January 29, 1999, Vol. 3, No. 20

                   Headlines

ACCESS BEYOND: Bid Procedures and Topping Fee For Auction
ACCESS BEYOND: Objection Under Seal
AHERF: Judge Questions AHERF Payouts
AMPACE CORP: Committee Taps Klehr, Harrison
BARNEYS: Emerges From Chapter 11 Protection

BOSTON CHICKEN: Seeks More Scrutiny Of Committee Advisor
BPI PACKAGING: Completes Financial Restructuring
BROTHERS GOURMET: Order Approves Bidding Procedures
CALCOMP: Faces Uncertain Future
CELLEX BIOSCIENCES: Needs Time To Assume/Reject Leases

COMMERCIAL FINANCIAL: Seeks Authority To Sell Subsidiary
CRIIMI MAE: Equity Committee Taps Ernst & Young
FASTCOMM: Announces New Hearing Dates
FPA MEDICAL: Confirmation Hearing Scheduled March 25
GRANT GEOPHYSICAL: Announces Management Change

HANBO STEEL: Talks on Sale Resume
HOMEPLACE STORES: Seeks Extension of Exclusivity
JUMBO SPORTS: Bondholders Tap Stroock & Stroock
LIVENT INC: Drabinsky Skips U.S. Court Date
LIVENT INC: Seeks To Reject Certain Agreements

PHP HEALTHCARE: NationsBank Responds To Sale of Stock
PHP HEALTHCARE: Taps Weil Gotshal as Special Counsel
PHP HEALTHCARE: Seeks To Hire Keen Realty Consultants
PITTSBURGH PENGUINS: Recruit Another Sponsor
THREE D DEPARTMENTS: Seeks Order Extending Exclusivity

DLS CAPITAL PARTNERS: Bond Pricing For Week of January 25

                   *********

ACCESS BEYOND: Bid Procedures and Topping Fee For Auction
---------------------------------------------------------
On the motion of the debtors, Access Beyond Technologies,
Inc., n/k/a Hayes Corporation (Hong Kong) Limited, et al.,
the court entered an order approving the bidding procedures
and a 2% topping fee in connection with the sale of the
debtors' assets.

The debtors are holding an auction for the purchase of all
or substantially all of their assets, including the
debtors' inventory of finished goods, work in process and
components, trademarks and trade names and other
intellectual property.

The auction will be conducted on February 12, 1999 at 10:00
AM at the offices of Pryor Cashman Sherman & Flynn LLP, 410
Park Avenue, 10th Floor, New York, NY 10022.

The sale hearing is scheduled for February 19, 1999.


ACCESS BEYOND: Objection Under Seal
-----------------------------------
The debtors, Access Beyond Technologies, Inc. n/k/a Hayes
Corporation (Hong Kong) Limited, et al. seek entry of an
order authorizing the debtors to file under seal the
debtors' objection to a motion of Alcatel Bell, N.V. to
compel assumption or rejection of co-operation agreement
between Alcatel Bell, N.V. and Hayes Microcomputer
Products, Inc.

The debtors state that the objection contains proprietary,
confidential business information pertaining to Alcatel and
Hayes' Agreement to jointly develop, manufacture and market
the Card.  Such information is not publicly available and
public dissemination of the objection would make such
information available to Hayes' competitors.


AHERF: Judge Questions AHERF Payouts
------------------------------------
Bankruptcy Judge M. Bruce McCullough yesterday asked
attorneys in the Allegheny Health, Education and Research
Foundation's chapter 11 case why AHERF officials who
received a combined $6.8 million in deferred compensation
have not yet returned the money, The Pittsburgh Post
Gazette reported. He also requested information on trips
that AHERF executives took to European and other foreign
cities, reportedly to comply with regulations that governed
the foundation's Cayman Islands insurance subsidiary. Judge
McCullough questioned why Anthony Sanzo hasn't paid his
deferred compensation back, but AHERF attorney Lee Powar of
Hahn Loeser & Parks in Cleveland said that Sanzo has paid
back the $408,009 he owed. Sanzo was president of the
foundation when it filed chapter 11, and he has since
resigned that position and is now head of AUH West, the
organization overseeing Allegheny General Hospital and
three other AHERF hospitals that are not part of the
bankruptcy filing. Reportedly Donald Kaye, former head of
AHERF's Philadelphia operations, and Dwight Kasperbauer,
who now heads up human resources for AUH West, have also
repaid the foundation. In August when AHERF disclosed that
it had improperly made the payments, it said that it
expected the repayments to be made voluntarily, but Powar
said not all the executives have complied. The judge has
not yet turned his request into a written court order.
(ABI 28-Jan-99)


AMPACE CORP: Committee Taps Klehr, Harrison
-------------------------------------------
The Official Committee of Unsecured Creditors of Ampace
Corporation and Ampace Freightlines, Inc. applies to retain
Klehr, Harrison, Harvey, Branzburg & Ellers LLP as counsel
to the Committee, effective as of January 15, 1999.

The Committee submits that it is necessary to employ
counsel to:

Advise the Committee with respect to its rights, duties and
powers in these cases;

Assist and advise the Committee in its consultations with
the Debtors;

Assist the Committee in analyzing the claims of the
debtors' creditors and in negotiating with such creditors;

Assist the Committee with the investigation of the acts,
conduct, assets, liabilities and financial condition of the
debtors, the operation of the debtor's business and the
desirability of continuing such businesses;

Assist the Committee in its analysis of any negotiation
with the debtors or any third party concerning matters
related to the realization by creditors of a recovery on
claims, including, without limitation, the terms and
feasibility of any proposed plan of reorganization, the
merits of a sale, or other disposition of some or all of
the debtors' assets, and other means of realizing value in
these cases;

Review with the Committee whether a plan of reorganization
should be filed, and if necessary draft such plan;

Assist the Committee with respect to consideration by the
court of any disclosure statement or plan and assist the
Committee with regard to its communications to the general
creditor body regarding the Committee's recommendations on
any plan or other matter;

Represent the Committee at all hearings and assist the
Committee in its analysis of matters relating to the legal
rights and obligations of the debtors in respect of labor,
real estate, trademark, tax and other such matters;

Review and analyze all applications, orders, statements of
operations and schedules filed with the court, and assist
the Committee in preparing any pleadings or application.

Klehr Harrison will bill at its normal hourly rates.  
Currently partners at the firm charge between $190-$300,
and associates from $110-$190.


BARNEYS: Emerges From Chapter 11 Protection
-------------------------------------------
Barney's, Inc., Whippoorwill Associates, Inc.
and Bay Harbour Management L.C. announced that the Company
has fulfilled the requirements outlined in the Plan of
Reorganization and emerged from Chapter 11  protection
today.

"Our emergence from bankruptcy protection and our strong
performance last year are a direct result of the hard work,
loyalty and dedication of every Barneys associate.  
Throughout this process, we have seen many improvements in
the way  we do business.  Most importantly the fashion
point of view, creative spirit and the shopping experience
that are uniquely Barneys have remained intact,"  said
Barneys President and Chief Executive Officer Tom Shull.
"Together we have made important progress and set the stage
for an even brighter future for  Barneys."

In connection with the closing, Barney's received $62.5
million in equity from its former creditors.  The Company's
two primary plan investors, Bay Harbour Management and
Whippoorwill Associates, now collectively own
approximately 70% of Barney's outstanding common stock
issued pursuant to the Plan of  Reorganization.

In addition, Barney's also closed its $120 million credit
facility with a syndicate of lenders for whom Citibank acts
as agent.

Barneys New York is one of the nation's leading luxury
retailers with seven stores including New York City,
Beverly Hills, California, Chicago, Illinois,  
Chestnut Hills, Massachusetts and Seattle, Washington.  The
Company, which employs 1,500 associates, also operates 13
outlets stores, a distribution center in Lyndhurst, New
Jersey and corporate offices in New York.


BOSTON CHICKEN: Seeks More Scrutiny Of Committee Advisor
---------------------------------------------------------
The U.S. Bankruptcy Court in Phoenix is expected to rule in
the next few days on whether Boston Chicken Inc.'s official
creditors' committee can hire financial advisor
Houlihan Lokey Howard & Zukin at a flat $150,000 monthly
fee plus expenses, according to a company spokesperson.
"The Debtors want to ensure that this court has the
ability to review the reasonableness of payments to
professionals made during the term of these cases," argues
the Jan. 22 objection. Boston Chicken opposes the size of
the fee, the request to make the hire retroactive to the
Oct. 5 petition date, and the way expenses are defined.
There should be no distinction between the committee's
professionals and all other professionals whose fees are
generally subject to review by the Court, argued Boston
Chicken. (The Daily Bankruptcy Review and ABI Copyright c
January 28, 1999).


BPI PACKAGING: Completes Financial Restructuring
------------------------------------------------
BPI Packaging Technologies, Inc. (NASDAQ BB:BPIE) announced
it has completed a financial restructuring. Such
restructuring includes a refinancing of the Company's
existing equipment leases, revolving line of credit and
factoring  arrangements and an additional credit facility
which will give the Company  approximately $3,200,000 of
additional proceeds, net of closing costs.

Mr. Ivan J. Hughes, the Company's new Chairman of the
Board, stated, "In addition to operating on an enhanced
financial foundation, I am pleased to assume the  
chairmanship of the Company in light of the decisions of
Peter Schulz to join the Company, Richard Nurse and C. Jill
Beresford to remain with the Company and Jim Koehlinger to
rejoin the Company as senior executives."

Mr. Hughes stated that as part of the financing, the
Company will be conducting a rights offering to existing
stockholders for an additional 15,000,000 shares at $0.04
per share and that the new financing sources will be
granted warrants for 80,000,000 shares (approximately two-
thirds of the Company) at the same exercise price. However,
the financing sources are not expected to exercise these
rights in the near term.

Mr. Hughes added that even though this transaction could
ultimately result in significant dilution in the current
stockholders' percentage interest, it was clearly in their
best interest considering the lack of financing
alternatives available to the Company, on account of the
existing defaults on all capital and operating leases, the
numerous perfected creditor judgements and imminent  
actions of several secured creditors to perfect their
security interests in a  manner which would have forced the
Company to cease operations.

Furthermore, Hughes noted that these are the only capital
sources which offered to provide the capital required to
meet the refinancing requirements of the secured and trade
creditors and provide the working capital necessary for the
Company's continuing growth.

BPI Packaging Technologies, Inc. is a leading manufacturer
of proprietary plastic carry-out bags sold to convenience
stores and produce departments of supermarkets and
proprietary thin film for industrial sheeting applications.


BROTHERS GOURMET: Order Approves Bidding Procedures
---------------------------------------------------
The court entered an order in the case of Brothers Gourmet
Coffees, Inc., et al., approving the bidding procedures for
conducting the sale of the debtors' business.  The Due
Diligence Fee and Break-up Fee are approved.  The
Bankruptcy Court will hold a hearing on March 15, 1999 at
2:00 PM to consider and approve the debtors' selection fo
the highest and best bid to purchase the debtor's business.


CALCOMP: Faces Uncertain Future
-------------------------------
Calcomp, US manufacturer of large format printers, is
facing an uncertain future as major shareholder Lockheed
Martin is declining to increase its backing. At present,
Calcomp has a $43m facility with Lockheed Martin and says
that this runs out in January, leaving the company unable
to fund its continuing operations. As a result, it says it
has decided to cease deliveries of the CrystalJet 7000
piezo inkjet printer, which it hoped would prove a
successful product line.

As recently as November, the company was saying that volume
shipments for this device were underway and that interest
in the high speed, high quality device was increasing. In
the UK, new distributors were appointed and the first
orders taken.  However, UK inkjet developer Xaar issued a
writ alleging that CalComp had infringed its patents and
the Cambridge company remains confident that its case is
watertight.  CalComp's statement does not refer to the
legal action, saying that it is hoping to secure additional
funding from Lockheed Martin in order to stage an organised
wind down of the business.

John Batterton, CalComp's president and chief executive,
says that Lockheed Martin has notified the company it would
consider providing additional funding over a six month
period in order to assist a non-bankruptcy shut-down of  
operations. This will involve attempting to sell the
technology, something that will be made more difficult with
the threat of legal action.

If the additional funding is not made available, CalComp
says it will have to consider filing for Chapter 11
protection from creditors.  Mr Batterton says shipments of
the CrystalJet will cease until the current issues are
resolved.  Printing World-01/11/99


CELLEX BIOSCIENCES: Needs Time To Assume/Reject Leases
------------------------------------------------------
The Debtor, Cellex Biosciences, Inc. seeks an extension of
time to assume or reject unexpired real property leases
until the earlier of confirmation of a plan of
reorganization, 60 days after the conversion of the case to
a case under Chapter 7 or an earlier date set by the court
after notice and hearing on motion by the Landlord.

The debtor states that it is engaged in an ongoing process
of negotiating its reorganization.  If these negotiations
are not successful, it is likely that the debtor's assets
will be liquidated.  Among the factors affecting the
reorganization is the assumption of the lease of the
facility in which the debtor operates its business.

The debtor owes a substantial amount of prepetition rent
which it cannot pay, and it is unclear if another facility
would be available and moving would be expensive and
disruptive to the debtor's business.  The debtor has not
had sufficient time to complete the negotiations of a plan
with its creditors, and can not assume the lease, as it
does not currently have the resources to cure the existing
defaults.  If the debtor is required to assume the balance
of the unexpired leases prematurely, the estate will be
exposed to potentially significant administrative priority
claims arising from subsequent terminations of the assumed
leases.


COMMERCIAL FINANCIAL: Seeks Authority To Sell Subsidiary
--------------------------------------------------------
Commercial Financial Services, Inc., debtor, seeks court
authority to sell the outstanding share of CFS
International Limited and all intercompany indebtedness
owed by the subsidiary to CFS at closing.

The subsidiary is in the business of purchasing and
collecting credit card receivables in the United Kingdom.

CFS seeks authority to sell, assign, transfer and deliver
the Sale Property to the buyer, Olympia Capital ASA, a
corporation registered in Norway, for the sum of
approximately $2.103 million.

CFS believes that the sale of the Sale Property is in the
best interest of the CFS bankruptcy estate.  CFS may
consider any competing bids to purchase the Sale Property,
provided that all competing bids are on the same or more
favorable terms and conditions as the agreement.  Any
competing bid must exceed Buyer's offer by UK 57,000.

CFS requests that the court conduct a hearing on this
motion and the proposed sale on or about February 9, 1999.


CRIIMI MAE: Equity Committee Taps Ernst & Young
-----------------------------------------------
The Official Committee of Equity Security Holders of Criimi
Mae Inc. requests authority to retain and employ Ernst &
Young LLP as its financial advisor.

Among the services it will provide, Ernst & Young will
conduct a financial investigation in order to substantiate
the current financial position of the debtors, and will
identify and substantiate the business problems that led to
the filing of the Chapter 11 petition. The firm will
analyze the debtors' business plans and will analyze the
economic ramifications of proposed transactions.  The firm
will also review financial statements and analyze the
debtors' tax position.  The firm will attend meetings and
provide expert testimony if necessary.  The firm will also
prepare hypothetical liquidation analyses and review and
analyze transactions with insiders, related parties and
affiliates.

Ernst & Young will charge its current hourly rates, ranging
from $220 per hour for seniors to $495 per hour for
partners and principals.


FASTCOMM: Announces New Hearing Dates
-------------------------------------
FastComm Communications Corp., Sterling, Va.,
announced that a hearing will be held Feb. 8 for the court
to approve the company's disclosure statement and that a
confirmation hearing has been scheduled for March 12,
according to a newswire report. FastComm also announced
that it has reached a tentative agreement with Gary
Davison, a former officer of the company, to resolve his
claims  against FastComm. Both sides expect this
development will enable FastComm to emerge from
chapter 11 protection very soon. FastComm designs, develops
and manufactures access products that provide a seamless
transport in multi-protocol environments for voice/data
and video networking over LAN/WAN and global networks.
(ABI 28-Jan-99)


FPA MEDICAL: Confirmation Hearing Scheduled March 25
----------------------------------------------------
FPA Medical Management, Inc. (OTC Bulletin Board: FPAMQ)
reported that at the hearing on January 27, 1999, all
presented objections to the Company's Disclosure Statement
for its Second Amended Plan of Reorganization were resolved
and the Bankruptcy Court indicated that it would approve
the adequacy of the Disclosure Statement subject to  mutual
agreement by FPA and representatives of its key creditor
groups on the  terms of the Company's post Chapter 11
financing and related emergence matters.   In the event
that the Company and its key creditor groups do not submit
a consensual solicitation order by mid-February, the Court
will consider entry of the order at that time. Based on
yesterday's action, the hearing to confirm the Plan has
been scheduled for March 25.

"Since the initial filing of the Plan, management has
engaged in extensive negotiations with the Company's pre-
petition lenders and Creditors' Committee, working toward a
consensual agreement.  One of the final items to be
resolvedis the exit financing and we are optimistic we will
be able to conclude that matter within the next few weeks
and move forward with a Plan which is supported by our key
creditor groups," said Stephen J. Dresnick, M.D., FACEP,
chairman and chief executive officer of FPA.  "With their
support, we anticipate the Plan will be confirmed over the
next few months, clearing the way for FPA Medical
Management's emergence from Chapter 11 early in the second  
quarter of the fiscal year."

In other action, the Court approved the sale by FPA of the
assets of Cincinnati Health Partners, Inc. to Physicians
Associates, LLP of Cincinnati, Ohio for  $3.7 million.  The
sale is a component of the Company's strategic plan to
divest businesses and facilities which are outside its core
business areas.   "We are encouraged by the progress our
company has made to date in its restructuring, which has
included exiting unprofitable markets, refining and  
strengthening remaining businesses and facilities and
reducing administrative  and operating costs," Dr. Dresnick
stated.

Under the terms of the Second Amended Plan, members of the
Company's pre-petition bank group will be issued on a pro-
rata basis 94 percent of the new stock in reorganized FPA
in exchange for outstanding debt. Holders of general,  
allowed unsecured claims, including trade claims and the
Company's 6.5% Subordinated Debentures due 2001, will be
issued on a pro-rata basis 6 percent of new stock in the
reorganized company. Interests of existing equity holders  
will be canceled.

FPA Medical Management, Inc. and various of its affiliates
and subsidiaries filed petitions under Chapter 11 in the
U.S. Bankruptcy Court for the District  of Delaware in
Wilmington on July 19, 1998 and various dates thereafter
through  August 7, 1998.

FPA Medical Management, Inc. is a national physician
practice management organization that organizes and manages
primary care physician networks to contract with HMOs and
other prepaid insurance plans to provide physician and  
related health care services and provides contract
management support services to hospital emergency
departments.


GRANT GEOPHYSICAL: Announces Management Change
----------------------------------------------
Grant Geophysical, Inc. announced today that  
Larry E. Lenig, Jr. has resigned as President, Chief
Executive Officer and a director of the Company.  Don W.
Wilson, the Company's Chairman of the Board, will replace
him on an interim basis as Chief Executive Officer.

Mr. Wilson said: "The Board of Directors is grateful for
Larry's contribution to the Company over the last two
years.  He has successfully led the Company through its
bankruptcy reorganization. Now, we must focus on our core  
operations and client base."

Mr. Wilson continued: "We have a sound management team that
is very capable of running the Company.  I will serve as
President and CEO on an interim basis, and we have already
commenced a search for a new President and CEO and expect  
to announce our new CEO shortly."

Grant Geophysical, Inc. and its subsidiaries and affiliates
provide land and transition zone seismic services in the
United States, Latin America, Central America and the Far
East.  The Company employs approximately 2,500 people in  
its worldwide operations.  


HANBO STEEL: Talks on Sale Resume
---------------------------------
Creditor banks of Hanbo Steel and Iron Co. said they will  
resume talks with  Dongkuk Steel Mill in efforts to narrow  
differences on pricing Hanbo, which  has been insolvent
since  January of 1997.

The move was made after Dongkuk Steel revealed its
intention to raise its offer for Hanbo Steel and Iron.

In addition to Dongkuk, four or five other domestic and
foreign steelmakers are known to be interested in acquiring
at least parts of Hanbo, but have failed to submit letters
of intent so  far.

The first international auction to sell the bankrupt steel
maker failed last  December with only Dongkuk Steel making
an offer, bidding a price far below  what the creditors
thought appropriate. Dongkuk offered about 1.7 trillion won  
for Hanbo's Tangjin plant  at the aborted auction.

Now, creditor banks and New York-based auction organizer
BTC said they plan to finalize the process to find a new
owner for Hanbo Steel and Iron's assets  by the end of
January.

The collapse of Hanbo, with debts amounting to 8.35
trillion won, was one of the major factors triggering the
nation's financial crisis which led to the humiliating
$58.35 bailout package from  the International Monetary
Fund at the end of 1997. (Korea Economic Weekly - 01/28/99


HOMEPLACE STORES: Seeks Extension of Exclusivity
------------------------------------------------
The debtors, Homeplace Stores, Inc. and its affiliates seek
an order granting extension of exclusive periods to file
plan or plans of reorganization and solicit acceptances
thereto.  A hearing will be held on February 11, 1999 at
2:30 PM before the Honorable Peter J. Walsh, United States
Bankruptcy Court for the District of Delaware, Marine
Midland Plaza, 825 Market Street, 6th Floor, Wilmington,
Delaware.
The debtors seek extension of their exclusive period within
which to file a plan or plans of reorganization through and
including May 31, 1999 and their exclusive period within
which to solicit acceptances of any such plan(s) through
and including August 2, 1999.

The debtor submits that it requires additional time to
implement its business plan, negotiated with the Creditors'
Committee and craft a feasible plan or plans of
reorganization. Although the debtor has substantially
stabilized its business and operations and completed the
formulation of its business plan, substantial work remains
to be done before the business plan can be implemented
through a feasible plan or plans of reorganization.  


JUMBO SPORTS: Bondholders Tap Stroock & Stroock
------------------------------------------------
In the case of Jumbo Sports, Inc., Guide Series, Inc., and
Property Holdings Company I, the Official Committee of
Holders of 4.25% Subordinated Convertible debentures apply
to the court for approval of the employment of Stroock &
Stroock & Lavan LLP as counsel to the Bondholders'
Committee, nunc pro tunc to December 28, 1998.

The professional services for which the Bondholders'
Committee desires to employ Stroock include:

Providing the Bondholders' Committee with legal advice with
respect to its rights, duties and powers in this case;

Assisting the Bondholders' Committee in its investigation
fo the acts, conduct, assets, liabilities and financial
condition of the debtors, the operation of the debtors'
businesses and the desirability of the continuance of such
businesses;

Preparing pleadings and applications when necessary, and
participating in the formulation of a plan or plans of
reorganization and representing the Bondholders' Committee
in hearings and other judicial proceedings;

Assisting the Bondholders' Committee in considering and
requesting the appointment of a trustee, examiner or
financial advisor;

Consulting with the debtors and their counsel and the
United States Trustee concerning the administration of this
estate;


LIVENT INC: Drabinsky Skips U.S. Court Date
-------------------------------------------
Canadian theater impresario Garth Drabinsky and his partner
Myron Gottlieb said Wednesday they would skip a court date
in New York Thursday, where they face 16 indictments
related to fraud at Broadway producer Livent Inc. , a
company they once ran.  U.S. Attorney Mary Jo White has
vowed to file extradition papers if the pair don't appear
for the Manhattan court date.

Drabinsky, a former entertainment lawyer turned film
financier and then live theater producer, and his long-time
associate Gottlieb were indicted by a grand jury in U.S.
District Court in Manhattan last week on charges related to  
allegations they had inflated financial records at Toronto-
based Livent to attract investments.

Drabinsky was ousted last year from the company, which has
produced several hit Broadway shows that have won 18 Tony
awards. He dismissed the charges as "without merit" and
said they were leveled by people seeking to advance their  
own "personal agendas."

Gottlieb's lawyer said the U.S. government could not
consider his client a fugitive and that a U.S. trial was
inappropriate since both his client and Livent are
Canadian.

"Mr. Gottlieb will cooperate with the Canadian authorities
with respect to service and appearance in Canada and as a
consequence we very strongly believe he is not taking any
steps that would justify anyone calling him a fugitive,"
lawyer Lee Richards told Reuters from his Manhattan office.

An extradition proceeding could prove to be a lengthy
affair according to Drabinsky's attorney in Canada, high-
profile Canadian criminal lawyer Eddie Greenspan. Greenspan
described a multi-stage process, including a review  
process by Canada's federal Minister of Justice and appeals
to the Ontario Court of Appeal and the Supreme Court of
Canada.

"Mr. Drabinsky is a Canadian citizen and Livent Inc. is a
Canadian company with its head office located in Toronto.
Most, if not all, of the witnesses in this matter live in
Toronto. Most, if not all, of the documents are located in
Toronto," Greenspan said.

The Royal Canadian Mounted Police continued to investigate
allegations of Fraud at Livent during the time it was run
by Drabinsky and Gottlieb.

They were suspended last August by the Toronto-based
company's new management for alleged "accounting
irregularities."  Drabinsky and Gottlieb, Livent's former
president, have since been fired and Livent filed for
bankruptcy protection in the United States and Canada
in  November under the weight of C$334 million in debt.

The stock of Livent, producer of such hits as "Ragtime" and
"Showboat", has been delisted from Nasdaq and the Toronto
Stock Exchange. It now trades as a  penny stock on Canada's
over-the-counter market. It closed up C$0.02 at C$0.25  
Wednesday.  ($1=$1.52 Canadian)


LIVENT INC: Seeks To Reject Certain Agreements
----------------------------------------------
The debtors, Livent (U.S.) Inc., et al., seek entry of an
order authorizing the rejection of certain presentation
agreements relating to the Ford Centres for the Performing
Arts in Vancouver, British Columbia and Toronto, Ontario.  
The debtors also seek rejection of a management agreement
with the North York Performing Arts Centre Corporation
("NYPACC") with respect to the Toronto Theater, and various
performer and similar agreements related to Livent's
scheduled concert series at the Toronto Theater and certain
employment agreements both in Canada and America. Livent
has determined that the projected revenues from the
performances do not justify the projected outlays.  Further
Livent understands NYPACC is about to terminate the
management agreement and effectively lockout Livent from
the Toronto Theatre making Livent's presentation of shows
impracticable.


PHP HEALTHCARE: NationsBank Responds To Sale of Stock
-----------------------------------------------------
NationsBank, NA, a partially secured creditor of PHP
Healthcare Corporation, consents to the sale of all the
issued and outstanding Common Stock of PHP Health Services,
Inc. ("PHPHS") to Celsus Healthcare LLC provided that the
proceeds of the sale are paid to NationsBank pursuant to a
stipulation between the debtor and the bank.

NationsBank states that pursuant to the terms of the Cash
Collateral Order, the net cash proceeds from the he
debtor's sale of the PHPHS stock interest shall be paid to
NationsBank for application to its pre-petition loans,
subject to the rights of the official committee
representing unsecured creditors and other parties in
interest as set forth in the Cash Collateral Order.


PHP HEALTHCARE: Taps Weil Gotshal as Special Counsel
----------------------------------------------------
The debtor, PHP Healthcare Corporation seeks court approval
to employ Weil Gotshal & Manges LLP as special counsel to
perform corporate, tax, securities and healthcare services
for PHP nunc pro tunc to the Commencement Date.

Specifically, PHP seeks to retain the firm to provide legal
assistance with:

General corporate matters, including potential merger
transactions;

Tax issues arising out of and relating to the
reorganization or orderly liquidation of PHP;

Negotiations and potential litigation surrounding the New
York Stock Exchange's attempt to de-list PHP from the New
York Stock Exchange; and

Legal and regulatory matters relating to the healthcare
industry and PHP's healthcare services.  Although he firm
seeks to represent PHP the firm will no t represent
Pinnacle or NJ MSO on any matter, and certain matters are
specifically excluded from their representation.


PHP HEALTHCARE: Seeks To Hire Keen Realty Consultants
----------------------------------------------------
The debtor, PHP Healthcare Corporation seeks entry of an
order authorizing the employment and retention of Keen
Realty Consultants Inc. as real estate advisors for the
debtor, nunc pro tunc to December 28, 1998.

Subject to court approval, the debtor has employed Keen as
its real estate advisors in connection with the sale of 6
real estate parcels located in North Carolina, South
Carolina, Nebraska, Virginia and Florida.

Under the Keen agreement, Keen will be responsible to
review pertinent documents, create a marketing program for
the properties, locate parties interested in the
properties, negotiate with and solicit offers from
purchasers, and/or settlements from Landlords;  and
coordinate and organize a public auction where appropriate.

The Debtor shall pay Keen an advisory and consulting fee of
$10,000, and for each sale or transfer, Keen shall receive
5% of the Gross Proceeds, subject to certain provisions in
the agreement between the parties.


PITTSBURGH PENGUINS: Recruit Another Sponsor
--------------------------------------------
The Pittsburgh Post-Gazette reports on January 27, 1999
that the Penguins have recruited their second major
corporate sponsor since filing for Chapter 11 bankruptcy,
striking a three-year agreement with SmithKline Beecham.

The deal runs through 2000-2001 and calls for, among other
things, the company to purchase 10,000 tickets this season.
Most of those are scheduled to be distributed to youth
hockey teams and non-profit organizations.

Mellon Bank was the first local company to negotiate a
major sponsorship deal with the Penguins this season.

"For Mellon and SmithKline to step forward in this
environment is very encouraging," said Tom McMillan, the
Penguins' vice president of communications. "Hopefully,
we're building momentum."

Team officials declined to discuss the details of their
agreement with SmithKline Beecham. It is, however, believed
to be comparable to the Mellon deal, which was valued at
about $1 million over three years.


THREE D DEPARTMENTS: Seeks Order Extending Exclusivity
------------------------------------------------------
The debtor, Three D Departments, Inc., seeks a court order
extending the exclusivity periods for a period of 120 days.  
The debtor states that it spent the opening months of this
case restoring its business and obtaining much needed
inventory.  Since the Petition Date, the debtor has
conducted going-out-of-business sales at six of its poor-
performing locations.  The debtor has only recently been
able to reestablish its normal inventory levels at its
remaining stores.  The debtor has also spent significant
time defending lease disputes, and evaluating which of its
leases it should assume or reject.

The debtor is requesting an extension of the deadlines to
file a plan and disclosure statement and the exclusivity
periods in good faith for the purpose of confirming its
plan of reorganization.

The debtor requests an extension from January 25, 1999 to
May 25, 1999 - the debtor's deadline to file a Chapter 11
plan and Disclosure Statement, and the debtor's exclusive
period to file such a plan; and the debtor requests an
extension from March 27, 1999 to July 25, 1999, the
debtor's exclusive period to solicit acceptances to such a
plan.

DLS CAPITAL PARTNERS: Bond Pricing For Week of January 25
---------------------------------------------------------
Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07            14 - 18 (f)
Amer Pad & Paper 13 '05          59 - 61
Amresco 9 7/8 '05                77 - 79
Atel 0/14 1/2 '04                13 - 16
Asia Pulp & Paper 11 3/4 '05     63 - 64
Boston Chicken 7 3/4 '05          7 - 8 (f)
Brazos 10 1/2 '07                 8 - 9 (f)
Brunos 10 1/2 '05                14 - 16 (f)
Cityscape 12 3/4 '04             14 - 16 (f)
E & S Holdings 10 3/8 '06        44 - 48
Globalstar 11 1/4 '04            75 - 77
Geneva Steel 11 1/8 '01          16 - 19 (f)
Goss Graphic 12 '06              62 - 65
Hechinger 9.45 '12               55 - 60
Hills 12 1/2 '02                 98 - 99
Mobilemedia 9 3/8 '07            12 - 14 (f)
Penn Traffic 8 5/8 '03           47 - 49 (f)
Planet Hollywood 12 '05          33 - 36
Royal Oak 12 3/4 '06             40 - 45 (f)
Samsonite 10 3/4 '08             78 - 82
Service Merchandise 9 '04        19 - 21 (f)
Sunbeam 0 '18                    12 - 13
Trism 10 3/4 '00                 48 - 52
Trump Castle 11 3/4 '05          83 - 85
Zenith 6 1/4 '11                 22 - 25 (f)
  


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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.  

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