TCR_Public/990202.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
     
    Tuesday, February 2, 1999, Vol. 3, No. 22

                   Headlines

ABRAXAS PETROLEUM: Acquires Shares of New Cache Petroleum
BOREALIS: Board Declares Dividend Distribution
BRADLEES: Plans Confirmed - Bank Group and Committee Agree
BRADLEES: Prospectus Filed With SEC
BRAZOS SPORTSWEAR: Case Summary & 20 Largest Creditors

CALDOR: Long Island Real Estate Could Go Quickly
CELLPRO INC: Terminates Leasehold Interests For $4 Million
DUTCH APPLE: Cruise Boat Files Chapter 11
EUROWEB INTERNATIONAL: Shares Of Common Stock For Sale
FIRST MERCHANTS: No Further Duty To File With SEC

FORSTMANN: Notification of Late Filing
FPA MEDICAL: Confirmation Hearing Scheduled For March 25
HOMECAPITAL INVESTMENT: Shares Are Delisted From Nasdaq
IMARK TECHNOLOGIES: Confirmation Hearing Set For Feb 23
IRIDIUM: Announces Revenues For Fourth Quarter

LEVITZ: Closing Sales Commence at 27 Stores
LIFEONE: Settles With Two Creditors
LIVENT INC: Creditors Balk At Terms of Loan
MCA FINANCIAL: May Seek Bankruptcy Protection
METALLURG HOLDINGS INC: Files Quarterly Report

MONTGOMERY WARD: Seeks To Amend DIP, Lower EBITDA Minimum
NIAGRA MOHAWK: Pursues Sale of Nuclear Assets
NIAGRA MOHAWK: Reports 1998 Earnings
PAL: Phillipine President Says No State Takeover
PREMIER LASER: Annual Shareholders Meeting Set For Feb 26

SANTA FE GAMING: Current Executive Officers
SINGING MACHINE: Annual Meeting Set For March 18
TEXFI INDUSTRIES: Notification of Late Filing

Meetings, Conferences and Seminars

                   *********

ABRAXAS PETROLEUM: Acquires Shares of New Cache Petroleum
---------------------------------------------------------
On January 13, 1999, Abraxas Petroleum Corporation, a  
Nevada corporation, through  its wholly  owned subsidiary,
Canadian Abraxas Petroleum Limited, acquired  approximately
14,026,467  common shares and associated  rights,  being  
approximately 98.8  percent of New Cache Petroleum's,  
Ltd.,  on  a  fully  diluted  basis.  The transaction calls  
for approximately  $60MM in cash or $6.50 per share and the  
assumption of approximately $24MM of debt. The Company
intends to integrate the New Cache operations into the
existing  operations of Canaxas and Grey Wolf Exploration,
Inc. (Toronto, Alberta: GWX approximately 48% owned by the
Company) with Grey Wolf eventually acquiring as much as 50%
of the New Cache assets.

A full text copy of the pre-acquisition agreement is
available via the Internet at:

http://www.sec.gov/Archives/edgar/data/0000867665-99-
000003.txt


BOREALIS: Board Declares Dividend Distribution
----------------------------------------------
On January 20, 1999, the Board of Directors of Borealis
Technology Corporation declared a dividend distribution of
one preferred share purchase right for each outstanding
share of Common Stock, $.001 par value per share, of the
Corporation. The dividend is payable to stockholders of
record on January 20, 1999 and with respect to Common Stock
issued thereafter until the Distribution Date and, in
certain circumstances, with respect to Common Stock issued
after the Distribution Date.

With certain exception, each Right, when it becomes
exercisable, entitles the registered holder to
purchase from the Corporation one one-hundredth of a share
of Series B Junior Participating Preferred Stock, $.001 par
value per share, of the Corporation at a price of $1.25 per
one one-hundredth of a Preferred Share, subject to
adjustment. The description and terms of the Rights are set
forth in a Rights Agreement between the Corporation and
ChaseMellon Shareholder Services, LLC, as Rights Agent
dated as of January 25, 1999.

The Rights are not exercisable until the Distribution Date
and will expire at the close of business on January 24,
2009, unless earlier redeemed by the Corporation.


BRADLEES: Plans Confirmed - Bank Group and Committee Agree
----------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan confirmed the second
amended reorganization plans for Bradlees Stores Inc. and
its New Horizons of Yonkers (N.Y.) Inc. subsidiary. The
court confirmed the plans in separate, lengthy orders Jan.
27 after all objections to the plans
were withdrawn. The retailer's bank group and official
creditors' committee also consented to the plan's
modifications. The court confirmed Bradlees' first plan on
Nov. 18. Landlord Greenwich Holding Corp. appealed the
confirmation order, arguing that Bradlees plan was
unconfirmable because it did not require the assumption or
rejection of the lease prior to plan effectiveness. The
U.S. District Court in Manhattan agreed with the landlord's
criticism and reversed the confirmation order. Bradlees
subsequently revised the second amended plan.
(The Daily Bankruptcy Review Copyright c February 1, 1999)


BRADLEES: Prospectus Filed With SEC
-----------------------------------
Bradlees Inc. filed a Prospectus with the SEC.  A complete
text filing is available via the Internet at

http://www.sec.gov/Archives/edgar/data/0000950130-99-
000426.txt

This Prospectus relates to:

  .7,267,424 shares of Common Stock of Bradlees, Inc.; and
     
  . $36,000,000 of 9% Convertible Notes issued by Bradlees
Stores, Inc. and the Common Stock issuable upon conversion
of the Convertible Notes.     


BRAZOS SPORTSWEAR: Case Summary & 20 Largest Creditors
------------------------------------------------------
Debtor:  Brazos Sportswear, Inc.
         4101 Founders Boulevard
         Batavia, Ohio 45103

The following affiliate corporations filed Chapter 11
petitions in the U.S. Bankruptcy Court for the District of
Delaware on January 21, 1999: Brazos Sportswear, LLC,
Brazos Embroidery Inc., and Morning Sun Inc.

Type of Business: Brazos Sportswear, Inc. is a designer,
manufacturer and marketer of decorated sportswear.  The
company offers a diversified product line of licensed,
proprietary and private label sportswear, consisting of T-
shirts, fleecewear, and other casual apparel products.

Court: District of Delaware

Case No.: 99-142    Filed: 01/21/99    Chapter: 11

Debtor's Counsel: Skadden, Arps, Slate, Meagher & Flom LLP
                  One Rodney Square
                  P.O. Box 636
                  Wilmington, Delaware 19899-0636
                  (302) 651-3000

Total Assets:           $97,131,751
Total Liabilities:     $104,596,185

No. of shares of preferred stock :  
Series B1  5,284,098 shares   6 holders
Series B2  2,964,356 shares  15 holders
Series B3  2,262,361 shares  17 holders

No. of shares of common stock:

4,421,752 shares  1,200 holders

20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
First Union National Bank     10 1/2% Notes     100,000,00
Delaware Invetments            Senior Notes        Unknown
Service Asset Management Co.   Senior Notes        Unknown
Salvatore Buono                  Litigation        Unknown
Richell, Ltd.                    Litigation        Unknown
Lutheran Brotherhood Research  Senior Notes        Unknown
Northstar                      Senior Notes        Unknown
Warburg Dillon Read            Senior Notes        Unknown
Gruntal & Co.                  Senior Notes        Unknown
Mt. Washington Investment Group  "                 Unknown
Stanfield Capital Partners       "                 Unknown
NYC Retirement System            "                 Unknown
Elliot & Page                    "                 Unknown
Kirlin Securities                "                 Unknown
Tri Mark Investment Management   "                 Unknown
Triton Partners                  "                 Unknown
Stone & Youngberg LLC            "                 Unknown
May Management                   "                 Unknown
Premier Sports Group, Inc.       "                 Unknown
Rickles Securities               "                 Unknown


CALDOR: Long Island Real Estate Could Go Quickly
------------------------------------------------
Demand for the soon-to-be closed Caldor stores across Long
Island is expected to be brisk, shopping center owners
agree, but they said because the company will be disposing
of the sites through bankruptcy court proceedings they will
have little say over who their new tenants will be.

Ready-to-use, large retail sites in good markets are scarce
on the Island, making the chain's 14 sites in Nassau and
Suffolk highly desirable, landlords said.

In Bridgehampton, for example, the supply of retail space
is tight. "The South Fork is very unusual and Caldor is
doing very well there," said Patrick Callan Jr., vice
president of the site's owner, Kimco Realty Corp., the New  
Hyde Park-based real estate investment trust.

It's unclear whether Caldor plans on selling sites
individually or in bulk, landlords said. `It's kind of
early in the process," Callan said. "We don't control the
situation," he added. All transactions undoubtedly will be
subject to better and higher offers and, then, must be
approved by U.S. Bankrupctcy Court Judge John Gerrity in
Manhattan.

Retail real estate specialist Stan Schuckman of Woodbury-
based Schuckman Realty said some landlords might bid for
the leases in order to sign new tenants at higher rental
rates. Schuckman guessed that Caldor is paying $4 to $7 per
square foot.

Caldor, the Norwalk, Conn.-based retailer that has been
operating under Chapter 11 since 1995, announced Jan. 22 it
is closing its 145 stores, which  are mostly in the
Northeast.

The discounter has 14 stores in Nassau and Suffolk:
Bridgehampton, Deer Park, East Patchogue, East Setauket,
Freeport, Lake Ronkonkoma, Levittown, Massapequa, Melville,
Oceanside, Riverhead, Rocky Point, Shirley and West
Babylon.

Caldor's Long Island sites, which range in size from 85,000
square feet to 112,000 square feet, could meet the needs of
a variety of national retailers who have been scouting the
Island for locations. They include Target, K mart Corp.,
Lowe's Home Centers and Kohl's, a Milwaukee-area
discounter.

A K mart or a Target may want to take a site even if it
will have a smaller store in that area, said Alvin N.
Neuman, director of real estate for Nathan Serota & Sons,
the Valley Stream developer that owns the Caldor site in
Oceanside.

Retailers who want a site that doesn't necessarily match
its needs may attempt to make modifications, said Garden
City developer Wilbur Breslin, who owns Caldor's Massapequa
location. But, he added, "That's a rarity in terms of  
a chain store."

Kimco's Callan said the real estate investment trust has
sensed a lot of interest in the Bridgehampton store.  "I
think that's a great site and a great market," he said,
"I'm very confident that ultimately we'll find the
appropriate retailer."

How much each lease will bring Caldor also is uncertain,
depending on the size of each space, market conditions and
the length of time remaining on each lease. Caldor, in its
annual report, stated that its typical store lease is for
20 years with renewal options from 10 to 30 years. Caldor
arrived on the Island in 1983.

Analysts have estimated that sales of leases for the
company's 145 stores will net it $300 million.

The company is employing Great Neck-based Keen Realty
Consultants Inc. and W/S Discount Acquisition LLC to assist
in its real-estate sales. Officials of both companies could
not be reached for comment.  In Queens, the retailer has
stores in Flushing, Glen Oaks and Middle Village.  
(Copyright Newsday Inc., February 1,1999)


CELLPRO INC: Terminates Leasehold Interests For $4 Million
----------------------------------------------------------
For the month ending December 31, 1998, CellPro
Incorporated reports a net loss of $8,112,85 on Net Sales
of 1,972,832.

On October 28, 1998 the Company entered into an
Asset Purchase Agreement with Nexell Therapeutics, Inc. to
sell, subject to overbid and approval of the Bankruptcy
Court, all of its intellectual property and certain related
tangible and intangible assets. In exchange, NTI will
transfer to the Company shares of registered common stock
of VIMRx Pharmaceuticals, Inc. with a value of $3.0
million. The number of shares to be issued at closing will
be calculated based on the average of the closing prices
for such stock on the 15 trading days ending three
business days prior to closing the sale and transfer of
such assets. For 180 days after such closing, the shares
will be subject to certain trading restrictions limiting
the number of shares that the Company may sell into the
public market on any day. The Company intends to
monetize certain of the shares, and to otherwise exchange
certain of the shares in satisfaction of outstanding
liabilities of the Company. The Asset Purchase Agreement
was approved by the Bankruptcy Court on December 10,
1998, but has not yet closed.

On October 28, 1998 the Company entered into a
Lease Termination Agreement with CarrAmerica Realty
Corporation. Pursuant to such Lease Termination Agreement
the Company agreed, subject to approval of the Bankruptcy
Court, in exchange for a $4.0 million cash payment to the
Company by CarrAmerica, to terminate its leasehold
interests in its two U.S. facilities on agreed dates, and
to surrender to CarrAmerica tenant improvements and certain
equipment installed on such premises.

The Lease Termination Agreement was approved by the
Bankruptcy Court on December 16, 1998. The Company received
$3,950,000 of the proceeds from the Lease Termination
Agreement in January 1999. The remaining $50,000 is payable
upon removal of any hazardous materials from the premises.

The Company is currently pursuing the sale of
all of its furniture, equipment and other assets not
subject to the Asset Purchase Agreement, the Lease
Termination Agreement and which otherwise have
not been sold as of December 31, 1998. The Company has
ceased all international operations and is also in the
process of liquidating the assets associated with such
operations.


DUTCH APPLE: Cruise Boat Files Chapter 11
-----------------------------------------
The Dutch Apple II cruise boat, a waterside attraction in
Albany, N.Y., filed chapter 11 with assets of $295,729 and
liabilities of $210,057, according to The Business Review.
Operators of the cruise ship said a foreclosure action by
the U.S. Small Business Administration forced it to file
for protection. The day-cruise ship, operated by Dutch
Apple Cruises Inc., owes the SBA $170,000 for the balance
of a $306,000 first mortgage on the Dutch Apple II. Counsel
for the SBA said that the payment record on the loan has
been spotty and that it was due to be fully paid in 1996.
The SBA has tried to accommodate Dutch Apple's president
and sole shareholder, William Siebert, but the agency said
a number of workouts, renegotiations, deferrals, and
lowered interest rates failed to work.

The SBA sought to foreclose in 1997, and that issue has
been in litigation since then. An attorney for Siebert said
he believes he can pay the SBA back. According to the
filing  documents, gross income improved in 1998 to
$198,820 over $174,928 in 1997. Dutch Apple is
proposing to repay the SBA and other creditors, including
the Albany Local Development Corp., over a period of 15
years at 6 percent interest. Dutch Apple hopes to have its
plan  confirmed by April. (ABI 02-Feb-99)


EUROWEB INTERNATIONAL: Shares Of Common Stock For Sale
------------------------------------------------------
The Stockholders of EuroWeb International Corp. are
offering and selling 1,806,666 shares of EuroWeb Common
Stock under this prospectus.  These stockholders purchased
866,666 EuroWeb shares privately from EuroWeb and
were granted 940,000 options to purchase 940,000 EuroWeb
shares at prices ranging from $1 to $2 per shares. EuroWeb
has reserved these 940,000 shares for issuance to these
stockholders but will not issue the 840,000 shares to the
stockholders until they pay the purchase price to EuroWeb.

The selling stockholders may offer their EuroWeb stock
through public or private transactions, on or off the
NASDAQ Small Cap Market, at prevailing market prices or at
privately negotiated prices.

EuroWeb stock is listed on the NASDAQ Small Cap Market and
trades there with the symbol "EWEB". On January 6, 1999,
the closing price of one share of Common Stock on the
NASDAQ Small Cap Market was $1.81.


FIRST MERCHANTS: No Further Duty To File With SEC
-------------------------------------------------
First Merchants Acceptance Corporation filed a Form 15 with
the SEC providing Certification and Notice of Termination
of Registration under Section 12(g) of the Securities
Exchange Act of 1934 or Suspension of Duty to File Reports
Under Sections 13 and 15(d) of the Securities Exchange Act
of 1934.


FORSTMANN: Notification of Late Filing
--------------------------------------
Forstmann & Co. Inc. filed a notification of late filing of
its Form 10K with the SEC.  The company stated that it is  
unable to file the  subject  report  within  the prescribed  
time period  because the company is  currently in the
process of amending its credit facility,  which may be
completed at or just  subsequent to the due date of the  
company's Form 10-K.  The contemplated amendments to the
Company's credit facility will require the Company to
revise certain disclosures to Management's Discussion
and Analysis and other items of its Form 10-K.


HOMECAPITAL INVESTMENT: Shares Are Delisted From Nasdaq
-------------------------------------------------------
HomeCapital Investment Corp., Austin, announced Friday that
its shares of common stock, $.01 par value per share, have
been delisted from the Nasdaq SmallCap Market, according to
a newswire report. The company has been unable to maintain
a minimum $1 bid price for its common shares on the Nasdaq,
and unless it is able to reorganize or secure additional
funding, it will have insufficient resources to provide
audited financial statements or meet other Nasdaq
requirements. The company's principal operating subsidiary,
HomeOwners Mortgage & Equity Inc. (Home Inc.), filed
chapter 11 last May. Since then, HomeCapital and Home Inc.
have tried unsuccessfully to reorganize with another
operating company or otherwise secure financing.
(ABI 01-Feb-99)


IMARK TECHNOLOGIES: Confirmation Hearing Set For Feb 23
-------------------------------------------------------
The Debtor, Imark Technologies, Inc. submitted a Plan of  
Reorganization to the Bankruptcy Court. The Bankruptcy
Court has scheduled a confirmation hearing on this Plan
for February 23, 1999 at 2:00 p.m.

A complete text filing of the plan is available via the
Internet at:

http://www.sec.gov/Archives/edgar/data/0000950116-99-
000109.txt


IRIDIUM: Announces Revenues For Fourth Quarter
----------------------------------------------
Iridium LLC announced that revenues for the fourth quarter
ending December 31, 1998 were $186,000, reflecting the five
week delay in launching its worldwide commercial service
and a shortage of Iridium telephones and pagers during the
first two months of operations.  On December 31, there were
approximately 3,000 activated subscribers on the Iridium
system.

"Last quarter, Iridium made history as we achieved our
longstanding goal of launching the first truly global
mobile-telephone service," said Edward F. Staiano, Vice
Chairman and Chief Executive Officer.  "With our network
performing at a high level of quality, subscriber equipment
now widely available and intensive marketing efforts
underway, 1999 will be the year that the Iridium system
transforms from a technological event into a revenue
generator."

The completion of the Iridium system and the November 1st
launch of commercial service were the operational
highlights of the fourth quarter.  

Two rocket launches during the fourth quarter ensured a
full constellation of 66 low Earth orbiting satellites and
enabled Iridium to add further spare satellites to the
constellation.  Two satellites were launched on a Chinese
Long March rocket and five on a Boeing Delta II rocket,
extending Iridium's string of consecutive successful
launches to 19 over 19 months.  

Kyocera pagers are now available to customers, and its
single-mode and dual-mode satellite phones are expected to
begin shipping in the first quarter 1999, once testing
shows that they meet Iridium's quality standards for
commercial use.

On December 23, Iridium LLC also announced that it had
reached an agreement to purchase Claircom Communications
Group, Inc. (Claircom) from AT&T and Rogers Cantel for $65
million in cash and debt. Claircom's digital air-to-ground
network and in-flight telephone services to more than 1,400
commercial jets and 350 executive aircraft will form an
important component of Iridium's overall aeronautical
communications strategy, which is aimed at capturing the
growing business travel market.  Following completion of
the transaction, which is subject to regulatory approvals,
Claircom's existing seat-back phones will carry the Iridium
brand and will be integrated into Iridium's global wireless
telephony and paging offering.

The company was successful in the fourth quarter in raising
the financing needed for its initial operations.  On
December 23, 1998, Iridium secured $1.95 billion of new
financing consisting of an $800 million Senior Secured
Credit Facility (the "Secured Bank Facility") and a $750
million Guaranteed Credit Facility (the "Guaranteed
Facility") and $400 million of vendor financing from
Motorola.  The borrower under each of these facilities is
Iridium Operating LLC, a wholly owned subsidiary of Iridium
LLC.

In addition, on January 21, 1999, Iridium World
Communications Ltd. agreed to sell 7,500,000 shares of its
class A common stock in an underwritten public
offering led by Merrill Lynch & Co., Goldman, Sachs & Co.,
NationsBanc Montgomery Securities LLC, Salomon Smith Barney
and SoundView Technology Group. The offering price was
$33.50 per share.  The proceeds from the offering will
be used primarily to fund Iridium's operations.   "We are
confident that Iridium's financing, together with projected
revenues, is sufficient to meet our expected funding
requirements in 1999.  Motorola has committed to provide
an additional $350 million of bank guarantees should they
be required," said Roy Grant, Vice President and CFO of
Iridium LLC.

During the fourth quarter of 1998, Iridium began the
transition from a development stage company into an
operating company with no significant revenues expected
until the first quarter of 1999.  As a result, Iridium LLC
reported a net loss of $440 million or $3.12 loss per Class
1 Interest for the fourth quarter 1998, and a net loss of
$1,259 million or $8.91 per Class 1 Interest for the twelve
months ended December 31, 1998.

Iridium LLC became the world's first global satellite phone
and paging company on November 1, 1998.


LEVITZ: Closing Sales Commence at 27 Stores
-------------------------------------------
In one of the largest furniture liquidations in the United
States a joint venture composed of Hilco/Great American
Group, Gene Rosenberg Associates and The Nassi Group has
provided the highest bid for the 27 stores that Levitz is
closing.

The three companies were appointed recently by the US
Bankruptcy Court in Delaware as the agent to dispose of $70
million of inventory. Levitz will be guaranteed a minimum
return of 80.5 percent of the cost value of the inventory
in the closing stores.  Going out of business sales in the
27 stores will commence tomorrow under Hilco, Rosenberg and
Nassi's direction.

Levitz Furniture Store Closings:

1411 Airway Boulevard, El Paso, TX
2901 E. Pioneer Parkway, Arlington, TX
6913 Camp Bowie Boulevard, Fort Worth, TX
18633 LBJ Freeway, Mesquite, TX
1333 Stemmons Freeway, Dallas, TX\
5196 Rufe Snow Drive, North Richland Hills, TX
5430 Greatfare Drive, San Antonio, TX
6706 N.W. Loop 410, San Antonio, TX
9012 Research Boulevard, Austin, TX
6001 Powerline Road, Fort Lauderdale, FL
7887 N. Federal Highway, Boca Raton, FL
3001 Okeechobee Boulevard, West Palm Beach, FL
1400 N.W. 167th Street, Miami, FL
7795 S.W. 6th Street, Plantation, FL
10200 Quail Roost Drive, Cutler Ridge, FL
50 Orchard Road, Glen Burnie, MD
6610 Baltimore National Pike, Baltimore, MD
7989 Rossville Boulevard, Baltimore, MD
12011 Rockville Pike Road, Rockville, MD
4949 Allentown Road, Suitland, MD
2950 Gallows Road, Falls Church, VA
9325 Rosehill Road, Lenexa, KS
5420 Chouteau Traffic Way, North Kansas City, MO
3920 S. Noland Road, Independence, MO
8301 E. Washington Street, Indianapolis, IN
6250 West 38th Street, Indianapolis, IN
1401 S. Clearview Parkway, Jefferson, LA


LIFEONE: Settles With Two Creditors
-----------------------------------
LifeOne, Inc. (OTC Bulletin Board:LONE), announced today
that it has settled with two of the three petitioners in
the involuntary bankruptcy petition filed against the  
company on August 27, 1998. The two petitioners are Asia
Equities, Inc. and Arcadia Mutual Fund, Inc.

The settlement agreement may be subject to bankruptcy court
approval. LifeOne and certain shareholders filed a stock
manipulation lawsuit against Asia Equities and Arcadia
Mutual, among 22 others, on July 21, 1998. The
lawsuit has  cleared the preliminary hurdles and is
currently moving into the discovery  process. On August 27,
1998, Asia Equities and Arcadia Mutual along with Black  
Sea, another debenture holder, filed an involuntary
bankruptcy petition against LifeOne. This petition was
recently stayed pending judicial review of LifeOne's  
appeal of the preliminary ruling not to dismiss the case.

Management plans to repurchase the debentures instead of
issuing additional shares of common stock.  


LIVENT INC: Creditors Balk At Terms of Loan
-------------------------------------------
Creditors of cash-strapped Broadway producer Livent Inc.  
balked at the final terms of a rescue loan  
Monday and said they were seeking an alternative deal.

A committee of secured creditors of Toronto-based Livent,
asked a New York bankruptcy court to  delay a hearing on
approving a loan from Angelo Gordon & Co. so it could
search for other financing.

New York investment firm Angelo Gordon pledged $25 million
to the beleaguered theater company in December, when Livent
was within days of failing to meet its payroll. The final
conditions of repayment were set last week in filings in
New York bankruptcy court and proved to be too much for
Livent's creditors' committee.

Livent's court filings, however, said the terms of the loan
would effectively give Angelo Gordon control of the
troubled theater concern, giving it the right to foreclose
on Livent on five days' notice without a court  
hearing. Other terms were linked to specific income and
expense levels, instead of the total performance of Tony
Award-winning company. That would mean that poor  
returns from one show could trigger a foreclosure, even if
the company was beginning to turn around its fortunes
elsewhere.

Given Livent's losses of $4.6 million since it filed for
bankruptcy protection in the United States and Canada in
mid-November, such a scenario would be a real possibility.

Operating costs declined to $15 million in the six weeks
from Nov. 19 to Jan. 3 from $17.9 million in the prior
month due to the layoff of 100 employees and to lower
theater costs and professional fees.

Livent's shares, which have been delisted from New York's
Nasdaq and Canada's Toronto Stock Exchange, traded
unchanged on Canada's over-the-counter market at C$0.22 in
slim volume Monday morning. ($1=$1.51 Canadian)


MCA FINANCIAL: May Seek Bankruptcy Protection
---------------------------------------------    
MCA Financial Corp., Southfield, Mich., may file for
chapter 11 protection or possibly liquidate, The Detroit
Free Press reported. On Friday, state regulators seized the
organization, charging the failed mortgage company with
neglecting to keep proper customer payment records and
possibly damaging consumers' credit histories. Michigan
Financial Institutions Bureau Commissioner Patrick McQueen
placed B.N. Bahadur of BBK Ltd. in charge of MCA, which
closed its 40 branch offices and laid off all of is 900
employees on Jan. 22. McQueen said that the agency is
thinking of rehabilitation, but that bankruptcy
or liquidation are considerations as well. MCA Financial
serviced about 4,700 mortgages for individual and corporate
investors that totaled about $355 million, and handled
about 7,000 land contracts, worth some $181 million.
McQueen's seizure order was filed after the bureau's week-
long investigation into MCA's operations. McQueen said
it is a complicated situation. MCA's absence of employees
to service the loans violated the state's Mortgage Brokers,
Lenders and Servicers Licensing Act and Secondary Mortgage
Loan Act. This prompted McQueen to seize the assets and
replace the MCA's board of directors with board-appointed
employees.


METALLURG HOLDINGS INC: Files Quarterly Report
----------------------------------------------
Metallurg Holdings Inc. filed its Quarterly Report on Form
10-Q/A (Amendment No. 1) for the period ended October 31,
1998 with the SEC. The amendment is being filed to reflect
a change in the accounting by Metallurg Holdings, Inc. for
its purchase of Metallurg, Inc. on July 13, 1998 and its
calculation of goodwill in accordance with APB No. 16,
"Business Combinations". Previously, a $3.5 million payment
to cancel compensatory options of Metallurg, Inc. was
recorded as merger-related costs in the period June 10,
1998 (inception) to October 31, 1998 and Metallurg
Holdings, Inc. reported a net loss of approximately $8.4
million.

The condensed consolidated financial statements of
Metallurg Holdings, Inc. and related notes thereto
are amended and restated in their entirety to reflect the
$3.5 million payment, net of taxes of $0.8 million, as a
component of the purchase price. Upon revision, (i) the
excess of the purchase price over the fair value of
the net assets acquired was approximately $102 million,
versus $99.2 million previously reported, (ii) goodwill
amortization, net of tax, has been adjusted in the periods
ended October 31, 1998 and (iii) the net loss for the
period is reduced to approximately $5.6 million.


MONTGOMERY WARD: Seeks To Amend DIP, Lower EBITDA Minimum
---------------------------------------------------------
Montgomery Ward Holding Corp. is seeking court
authorization to amend its $1 billion debtor-in-possession
financing facility with General Electric Capital Corp. and
to pay a $1.4 million amendment fee as consideration for
the lowering of the DIP agreement's minimum acceptable
EBITDA levels. "If the Post-Petition Loan Agreement is not
amended according to the terms of the Amendment, the
Debtors believe that they could have insufficient covenant
cushion under the Post-Petition Loan Agreement prior to the
maturity thereof," the retailer warned in recent motion.
The third amendment lowers the current minimum levels of
EBITDA the retailer is required to maintain for specified
quarters in fiscal years 1998 and 1999. (The Daily
Bankruptcy Review and ABI Copyright c February 1, 1999)


NIAGRA MOHAWK: Pursues Sale of Nuclear Assets
---------------------------------------------
Syracuse, January 28 - Niagara Mohawk Power Corp.
(NYSE:NMK) announced plans to pursue the sale of its
nuclear assets, the Nine Mile Point Unit 1 nuclear plant
and a 41 percent co-ownership of the Nine Mile Point Unit
2 nuclear plant.  The company said it is in discussions
concerning a sale but there can be no assurance that a
transaction will occur.  The company does not
plan to make any further announcements on this matter until
it signs a definitive agreement or determines not to pursue
a sale.

"The decision to pursue a sale of our nuclear assets is in
line with our strategic direction of building shareholder
value by focusing on our core energy delivery business,"
said William E. Davis, Niagara Mohawk's chairman and chief
executive officer.  "We believe the future of Nine Mile
Point as a major employer and economic force for our region
will be well served by a sale to a buyer interested in
pursuing a nuclear strategy."

As a stipulation of a sale, Niagara Mohawk will require any
buyer to accept the current collective bargaining agreement
with International Brotherhood of Electrical Workers Local
97 and will seek to maximize employment opportunities
for the existing workforce.  Niagara Mohawk has 1,350
employees at the nuclear plants.

The approval of the Nuclear Regulatory Commission, Federal
Energy Regulatory Commission, New York State Public Service
Commission, and other regulatory bodies would be required
before the conclusion of any sale, a process which
would take 12 to 18 months after the completion of an
agreement with a buyer.  A sale of its nuclear assets would
further Niagara Mohawk's divestiture from electricity
generation.  Niagara Mohawk has reached agreements to sell
its hydroelectric and coal facilities.  The company is
currently pursuing the sale of its oil/gas plants.


NIAGRA MOHAWK: Reports 1998 Earnings
------------------------------------
SYRACUSE, January  28  -  Niagara  Mohawk  Power  Corp.  
(NYSE: NMK) announced financial results for 1998,
concluding a year of notable achievements that returned  
the  company  to  financial  stability, but required
significant non-cash  charges  to  earnings.  The company  
reported  a  1998 loss of $157.4 million,  or  a  loss of
95 cents per share, compared to 1997 earnings of $145.9
million,  or  $1.01  per  share.  The company also reported
that, at a regularly scheduled meeting today, its Board of
Directors declared dividends at prescribed
rates  for  all  series  of  preferred  stock.

In a year of important achievements for the company, the
most important was the closing  of the Master Restructuring
Agreement (MRA) with independent power
producers  (IPPs) in June.  The MRA allowed the company to
terminate, restate or amend contracts which represented
about 75 percent of the company's over-market
purchase  power  obligations.  In return, the IPPs received
approximately $3.9 billion in cash  and  20.5  million  
shares  of  common stock.  As part of its
POWERCHOICE agreement, Niagara Mohawk will recover the cost
of the MRA over 10 years.  The company established  a
regulatory asset to reflect the cost of the
MRA, and  will  amortize  it  as a non-cash charge to
earnings over the 10-year recovery  period.  Additionally,  
in  approving POWERCHOICE, the New York Public
Service Commission limited the value of the MRA regulatory
asset, which resulted in a one-time non-cash charge to
earnings of $263.2 million, or $1.03 per share,
in  1998.  The amortization of the MRA regulatory asset in
1998 further reduced earnings  by  $128.8 million, or 50
cents per share.  Earnings in 1998 were also lower  because  
of the dilution caused by the issuance of 42.9 million
shares of common  stock  in  connection  with  the  MRA.

Although  earnings  were  depressed  as  a  result  of the
non-cash charges related  to the MRA, the company's cash
flow improved in 1998.  Payments to IPPs were reduced  by  
$225.9  million  in  1998, compared  to 1997, while fuel
for electric  generation  increased  $60.5  million, and
interest charges, primarily related  to the debt issued in
connection with the MRA, increased $78.7 million.

Earnings in 1998 were also affected by the incremental
costs of a January ice storm and a Labor Day windstorm,
reducing earnings by approximately 24 cents
per share and 6 cents per share, respectively.

The company reported a fourth-quarter 1998 loss of $26.5
million, or a loss of 14  cents per share, compared to a
fourth-quarter 1997 loss of $1.4 million, or  a  loss  of  
1 cent per share.  Earnings for the fourth quarter of 1998
were lower than last year's fourth-quarter earnings
primarily because of the impact of the non-cash
amortization of the MRA regulatory asset of $96.6 million,
or 34 cents per share. Cash flow in the fourth quarter of
1998 improved as payments to IPPs during the fourth quarter
1998 decreased $157.6 million compared to 1997.
For the same period, fuel for electric generation increased
$9.4 million and interest charges increased  $63.4  
million.

Electric revenues for 1998 were $3.3 billion, down 1.5
percent from 1997.  Electric revenues for the fourth
quarter 1998 were down 5.6 percent compared to
the  fourth  quarter  last  year.  Primarily because of the
warmer weather in 1998 as compared to 1997, retail sales  
of  electricity in 1998 decreased 1.6 percent and total
electricity sales were down 1.9 percent.  Also, because of
warmer weather in the fourth quarter of 1998, retail sales  
of  electricity  and total electricity sales in the fourth
quarter 1998 were down 2.7 percent and 4.6 percent,
respectively, as compared to the  same  period  in  1997.

Natural gas revenues for 1998 were $565.2 million, down
14.0 percent from 1997.  Fourth-quarter 1998 natural gas
revenues were down 18.2 percent compared
to  the  fourth  quarter  1997.

Retail sales of natural gas for the year and fourth quarter
1998 decreased 17.3 percent and 21.9 percent, respectively,
compared to the same periods in 1997, primarily due to
warmer weather. Total gas deliveries, which include the
transportation of customer-owned gas, were down 15.6  
percent for the year 1998, and down 29.9 percent in the
fourth quarter  1998, also primarily due to the warmer
weather and, in addition, due to reduced  consumption  of  
natural  gas  by  the IPPs.

Dividends were declared at the prescribed rates for all
series of preferred stock.  The first quarter 1999 dividend
rate per annum for the adjustable rate preferred stock
Series A is 6.50 percent; Series B is 7.50 percent; and
Series C is 7.00 percent.  These rates equate to payments
of $0.40625; $0.46875; and $0.4375 per share, respectively.  
Preferred dividends are payable March 31 to holders of  
record March 8, 1999.


PAL: Phillipine President Says No State Takeover
------------------------------------------------                             
Philippine President Joseph Estrada reiterated on January
29 that there would be no state takeover of the debt-
ridden national carrier Philippine Airlines (PAL). Reports
earlier in January had suggested that government financing
institutions might be allowed to bail the company out,
however the government is firm in its policy to refuse  
authorization for the use of public money in this way.

Local Philippine creditor banks of PAL have sent a petition
to the Securities and Exchange Commission (SEC) protesting
against the 'goodwill' payment of US$37.9m  approved by the
SEC on 29 January and made by PAL to its major foreign
creditors on the same date. The petition maintains that the
moratorium imposed on payments in July 1998 should be
upheld. The local creditors are also claiming that threats
by foreign creditors to repossess the PAL fleet are  
groundless according to US bankruptcy laws. Chase Manhattan
Bank had also petitioned the SEC to prevent the payment,
while the Deutsche Bank has criticized the payment. Despite
a partial payment having been made, PAL is  still waiting
on the outcome of talks which will determine whether the
payment  was acceptable to creditors and will prevent the
seizure of aircraft, and allow  PAL management time to
develop another rehabilitation plan.

In some good news for PAL creditors the airline is
currently in talks with German carrier Lufthansa about the
potential sale of PAL's maintenance workshops. According to  
a report by Dow Jones News, these talks are still in the
early stages. In a separate report Dow Jones News has
reported that the PAL catering and ground  handling
operations might also be up for sale after the Philippine
Finance  Secretary announced plans to sell off
non- core operations by March in an  attempt to raise
US$200m to service PAL's debts.

PAL has announced it will be commencing a code-sharing
arrangement with Malaysia  Airline System Bhd for the
operation of services by MAS between the Philippines  and
Malaysia from 1 February.  PAL will have a seat allocation
on each MAS service between Manila and Cebu and Kuala
Lumpur, Kota Kinabalu and Kuching in  Malaysia. The joint
services will be the first time since June 1998 that PAL  
has had a presence in Malaysia. Flights will be promoted
and sold as joint MAS/PAL flights in both Malaysia and the
Philippines. (Airline Industry Information (C) 1997-9 M2
COMMUNICATIONS LTD Airline-02/01/99)


PONDEROSA FIBRES: Case Summary
------------------------------
Ponderosa Fibres of Washington, LP filed for Chapter 11
bankruptcy protection in the District of Delaware on
January 21, 1999.  The debtor's attorney is Richards,
Layton & Finger, PA, One Rodney Square, PO Box 551,
Wilmington, Delaware.


PREMIER LASER: Annual Shareholders Meeting Set For Feb 26
---------------------------------------------------------
The Annual Meeting of Shareholders of Premier
Laser Systems, Inc. will be held at 3 Morgan, Irvine,
California, on Friday, February 26, 1999 at 1:30 p.m. for
the following purposes:

(1) To elect members of the Board of Directors to serve
until the next annual meeting of shareholders;

(2) To approve and adopt a Stock Option Plan providing for
the issuance of options for up to 1,500,000 shares of
Common Stock to eligible employees, officers, directors and
consultants of the Company and its subsidiaries;

As of January 22, 1999, the Company had issued and
outstanding 14,932,763 shares of Class A Common Stock,
1,257,499 shares of Class E-1 Common Stock and 1,257,499
shares of Class E-2 Common Stock.

The nominees for the Board of Directors are as follows:
Colette Cozean, Ph.D., Patrick J. Day, G. Lynn Powell,
D.D.S., Lawrence D. Ashcroft, Fredric J. Feldman, Ph.D.,
John D. Hunkeler, M.D., F.A.C.S. and Lewis H. Stanton.


SANTA FE GAMING: Current Executive Officers
-------------------------------------------
The following is a list of the current executive officers
and Directors of the Company:

NAME                            POSITION WITH THE COMPANY
----                            -------------------------
Paul W. Lowden           Chairman of the Board, President
and Chief Executive Officer
Thomas K. Land           Director, Senior Vice President
and Chief Financial Officer
William J. Raggio        Director, Executive Vice
President, Secretary and Corporate Counsel
Suzanne Lowden           Director, Executive Vice President
Christopher W. Lowden    Executive Vice President
James W. Lewis (1)(2)    Director
John W. Delaney (1)(2)   Director


SINGING MACHINE: Annual Meeting Set For March 18
------------------------------------------------
You are cordially invited to attend the Annual Meeting of
the Shareholders of The Singing Machine Company, Inc.

The meeting will be held on March 18, 1999 at 10:00 a.m. in
the Marriot Hotel located at Crocker Center, 5150
Town Center Circle, Boca Raton, Florida.

The subjects proposed for action at the meeting are the
election of directors, to approve The Singing Machine
Company, Inc. Employee Stock Option Plan, the amendment of
the Company's Articles of Incorporation to increase the
number of authorized shares, the approval of the Company's
independent certified public accountants, and the conduct
of such other business as may properly come before the
meeting.



TEXFI INDUSTRIES: Notification of Late Filing
--------------------------------------------
TEXFI INDUSTRIES, INC. informed the SEC that the company's
annual report on Form 10-K will be filed on or before the
15th calendar day following the prescribed due date.

The company engaged new counsel in the course of its
preparation of subject report. The coordination of such new
counsel's advice with that of the company's independent
auditors with respect to subject report has delayed the
company in the preparation of such report, which delay
could not have been avoided without unreasonable effort and
expense.

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

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

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

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

Febraury 28-March 3, 1999
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Institute I
         Olympic Park Hotel, Park City, Utah
            Contact: 1-770-535-7722

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

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

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

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

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

April 28-30, 1999
   INTERNATIONAL FEDERATION OF INSOLVENCY PROFESSIONALS
      INSOL Bermuda '99 Conference of the Americas
         Castle Harbour Marriott Resort
            Contact: INSOL@weil.com

April 30-May 4, 1999
   INTER-PACIFIC BAR ASSOCIATION
      Annual Meeting and conference, including a one-day
      program on cross-border insolvencies
         Shangi-La Hotel, Bangkok, Thailand
            Contact: 011-66-2-233-0055

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

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

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

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

December 2-4, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Winter Leadership Conference
         La Quinta Resort & Club, La Quinta, California
            Contact: 1-703-739-0800

The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to
conferences@bankrupt.com are encouraged.  




                   *********

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 1999.  
All rights reserved.  ISSN 1520-9474.  

This material is copyrighted and any commercial use, resale
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