TCR_Public/990211.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, February 11, 1999, Vol. 3, No. 29

                   Headlines

AMERICAN RICE: Applies To Employ Fulbright & Jaworski
AMERITRUCK DISTRIBUTION: Applies To Appoint Auctioneer
AMERITRUCK DISTRIBUTION: Seeks Nod For Key Employee Plan
ARIMETCO INC: Court Denies Motion For Acquisition
BEAL MOUNTAIN MINING: Trustee Seeks To Employ Accountant

BLUE RIBBON: Poised to Emerge From Bankruptcy
BMJ MEDICAL: Meeting of Creditors Scheduled
BMJ MEDICAL: Seeks Order Authorizing Special Tax Counsel
BMJ MEDICAL: Seeks To Retain Special Projects Accountants
CML GROUP: Gets $75 Million Offer For Smith & Hawken

COLDWATER CREEK: Catalog Retailer to Close Idaho Center
COMMERCIAL FINANCIAL: Committee Taps Attorneys
DAVIE INDUSTIRES: Files Proposal to Creditors
FASTCOMM: Seeks Emergency Financing From Commerce Funding
GENEVA STEEL: Court Proceedings Moved To District Court

INTERNATIONAL WIRELESS: Allegations of False Information
JUMBOSPORTS: Seeks Authority To Sell Realty To Urner's
MONTGOMERY WARD: Seeks OK For $60M System Upgrade
NATIONAL ENERGY: Motion For Dismissal of Petition Denied
OMEGA ENVIRONMENTAL: Committee Informs Creditors of Status

ONEITA INDUSTRIES: Seeks Lease Amendment For Corporate HQ
PANGBURN CANDY: Judge Denies Financing Request
PITTSUBURGH PENGUINS: Lemieux Interested in Acquisition
RINCON ISLAND: Debtor Applies To Employ Accountants
SYQUEST TECHNOLOGY: Meeting Of Creditors Set

UNCLE B'S: Announces Extension of DIP Financing
WINDSOR ENERGY: Debtor Applies To Employ Accountants
WORLDWIDE DIRECT: Seeks To Employ Houlihan Lokey
WSR CORP: Seeks Extension To Assume/Reject Leases
YES! ENTERTAINMENT: Files Chapter 11 Petition

                   *********


AMERICAN RICE: Applies To Employ Fulbright & Jaworski
-----------------------------------------------------
The debtor, American Rice, Inc. applies to employ Fulbright
& Jaworski as intellectual property special counsel to the
debtor.

The firm will represent the debtor in connection with all
intellectual property matters, including without limitation
trademark, copyright and patent matters.  The firm will
charge hourly rates.  The hourly rates of the attorneys who
are anticipated to have substantial involvement in the
representation range from $250 per hour to $360 per hour.  
Fulbright holds a prepetition claim against the debtor in
the amount of $33,668 for services rendered through August
10, 1998.  Within one year prior to the commencement of
this case, Fulbright received payments totaling $65,997 for
services rendered and expenses incurred.


AMERITRUCK DISTRIBUTION: Applies To Appoint Auctioneer
------------------------------------------------------
The debtors, Ameritruck Distribution Corp., et al., seek an
order appointing Taylor & Martin, Inc. as the auctioneer to
conduct auctions and solicit private sales of property of
the estates.  The debtors desire to utilize the services of
an auctioneer/broker to advertise, promote, and
professionally remarket certain of the debtors' rolling
stock ("vehicles"). Taylor & Martin offered to guarantee
that sales of the vehicles would yield a percentage
totaling approximately 90% of the estimated value of the
vehicles.  Upon reviewing the proposals, the debtors
concluded that entering into a Remarketing Agreement with
TMI is in the best interests of the estates.

The combined estimated value of the vehicles is
$27,583,750.  It is predicted that the private and auction
sales will result in $24,825,375.


AMERITRUCK DISTRIBUTION: Seeks Nod For Key Employee Plan
--------------------------------------------------------
Ameritruck Distribution Corp. seeks approval of a key
employee incentive plan.  The incentive plan provides for a
retention bonus and a success bonus for certain employees.  
The total cost of the retention bonuses will be
approximately $620,000.  The success bonus pool is subject
to a cap of $500,000.


ARIMETCO INC: Court Denies Motion For Acquisition
-------------------------------------------------
PolyMet Mining Corporation (Vancouver:POM) announced that
the United States Bankruptcy Court for the District
of  Arizona denied a motion by Arimetco Inc. seeking
approval of PolyMet's acquisition of Arimetco's entire
interest in four State of Minnesota metallic  
minerals leases.  PolyMet intends to support continued
efforts to complete the acquisition.  The leases encompass
approximately 3,344 total acres and cover a portion of the
Babbitt polymetallic mineral deposit located approximately
six miles southwest of Babbitt, Minnesota.  The western-
most lease is adjacent to PolyMet's NorthMet Project.

The leases are part of Arimetco's Chapter 11 bankruptcy
estate. PolyMet was to acquire Arimetco's interest in the
leases for certain cash installment payments over ten years
and PolyMet's agreement to cure certain arrearages under
the leases created by Arimetco.  The transaction was
subject, among other things, to Arimetco's receipt of an
order from the Bankruptcy Court approving the sale.
Arimetco has ten days from the February 5, 1999 decision to
appeal or to file a Motion for Reconsideration.

PolyMet is advised by Arimetco that Arimetco intends to
file a new motion requesting approval of the transaction
prior to the deadline, and PolyMet will support the motion.
PolyMet wishes to emphasize that this recent court decision
in no way impacts the planned timely development of its
NorthMet Project in northern Minnesota.


BEAL MOUNTAIN MINING: Trustee Seeks To Employ Accountant
--------------------------------------------------------
Kelvin Buchanan, trustee in the Chapter 7 proceedings of
Bela Mountain Mining, Inc. and its affiliated debtors seeks
to retain Charles Morrison CPA as the trustee's accountant.

Morrison's current hourly rate is $110 per hour.


BLUE RIBBON: Poised to Emerge From Bankruptcy
---------------------------------------------              
The Daily Oklahoman reports on February 6, 1999 that Blue
Ribbon Downs returns to bankruptcy court next
week with  its strategy to repay 62 creditors owed $3.38
million.

The hearing Wednesday by U.S. Bankruptcy Judge Tom Cornish
in Ada could bring to a close Blue Ribbon's nearly two-year
stint under Chapter 11 protection. Track officials want
Cornish to sign off on their reorganization plan.

Blue Ribbon, which runs quarter horse and thoroughbred
races, made a Chapter 11 filing in March 1997 amid unpaid
bills and threats of foreclosure.


BMJ MEDICAL: Seeks Order Authorizing Special Tax Counsel
--------------------------------------------------------
The debtors, BMJ Medical Management, Inc. seeks a court
order authorizing the debtors to employ and retain Benesch,
Friedlander, Coplan & Aronoff as Special Tax Counsel.  

The debtors request authority to retain the firm to
represent the debtors by providing tax advice in connection
with the restructuring of the debtors' businesses,
including their relationships with the Medical Practices.

The firm will advise the debtors of their rights, powers
and duties under federal, state, and local tax laws; advise
the debtors concerning the tax implications of , and
assisting in the negotiation and documentation of any
restructurings of the debtors relationships with the
Medical Practices; counsel the debtors in connection with
the formulation, negotiation, and promulgation of plans of
reorganization and related documents.  The firm will charge
its hourly rates, which currently range from $110 per hour
for legal assistants to $335 per hour for partners.


BMJ MEDICAL: Meeting of Creditors Scheduled
-------------------------------------------
BMJ Medical Management, Inc. filed a petition under Chapter
11 of the Bankruptcy Code on December 17, 1998 by in the
United States Bankruptcy Court, District of Delaware.

Attorney for the debtor is: Norman L. Pernick
                            222 W. Delaware Ave.
                            Suite 1200
                            Wilmington, Delaware 19899

A meeting of creditors will be held on February 19, 1999 at
10:00 AM, 844 King Street, Room 2313 Wilmington, Delaware
19801.


BMJ MEDICAL: Seeks To Retain Special Projects Accountants
---------------------------------------------------------
The debtors, BMJ Medical Management, Inc. et al., seek to
retain Paul Hogan & Associates, Ltd. as special projects
accountants for the debtors to provide accounting services
in connection with the Medical Practices.

The firm will be responsible to work with the debtors and
the Medical Practices to reconcile the due to/from accounts
for the Medical Practices; and assist the debtors in
preparing quarterly reports for the Office of the United
States Trustee.

The firm will charge its hourly rates that currently range
from $80 per hour for staff to $150 per hour for partners.


CML GROUP: Gets $75 Million Offer For Smith & Hawken
------------------------------------------------------
CML Group Inc.'s lender is offering total consideration of
about $75 million for the stock in the company's profitable
retail chain, Smith & Hawken Ltd. Two entities, DDJ Funds,
by DDJ Capital Management LLC, and the State of Wisconsin
Investment Board, generated the bid. The group, which had
always reserved the right to bid, offered about $53 million
for the chain of upscale garden supply stores, plus another
$22 million at the Smith & Hawken level, with a net
benefit to the estate of $75 million, according to an
attorney involved in the case. Acton, Mass.-based CML Group
filed for bankruptcy in mid-December, listing assets and
liabilities of $31.6 million and $78.4 million,
respectively.  (The Daily Bankruptcy Review and ABI
Copyright c February 10, 1999)


COLDWATER CREEK: Catalog Retailer to Close Idaho Center
-------------------------------------------------------
Coldwater Creek Coldwater Creek, a catalog retailer, will
close its Sandpoint, Idaho, call center and lay off 96
workers in North Idaho, the company announced late last
week, according to The  Spokesman-Review. In addition, 35
employees at the company's Parkersburg, W.V., call
center will also be laid off. One of North Idaho's largest
employers, Coldwater Creek will employ about 1,000 people
after the layoffs. The layoffs are in the wake of lower
sales throughout the catalog industry, according to
Coldwater Creek CEO and President Dennis Pence. Pence said
that the industry has been troubled for about six months,
and several large catalog retailers announced poor sales in
January. Land's End Inc. announced it would close
stores and cut more than 10 percent of its salaried
employees, and J. Peterman recently filed chapter 11. (ABI
10-Feb-99)


COMMERCIAL FINANCIAL: Committee Taps Attorneys
----------------------------------------------
The Official Committee of Asset-Backed Security ("ABS")
Holders apply for authority to employ Gable & Gotwals as
its local Oklahoma counsel.

The Committee also seeks authority to hire Fried, Frank,
Harris, Shriver & Jacobson as its attorneys in the case.

Whether or not CFS is a viable entity with the capacity to
continue to be the caretaker and servicer of the ABS
Holders' assets is the paramount issue in this case.  As a
result, the official ABS Committee's role and function in
these cases takes on great importance, and the Committee
believes that Fried Frank is an important choice for the
committee due to the firm's skill and sophistication with
respect to complex financing transactions and structures
like the ones employed by CFS in connection iwth the
issuance of the CFS Securities.

   
DAVIE INDUSTIRES: Files Proposal to Creditors
---------------------------------------------
Davie Industries, Montreal, filed a proposal to its
creditors under the Bankruptcy and Insolvency Act
yesterday, according to a newswire report, and the court
has set a May 10 meeting for the general creditors. The
proposal offers that all assets of Davie Industries will be
sold and the proceeds will be allocated in the following
order of priority: sums owed to the governments of
Canada and the provinces with respect to payroll
deductions, which is about C$2 million; secured claims of
about C$64 million; preferred claims, which are essentially
unpaid wages and vacations owed to employees; and unsecured
claims. Dominion Bridge Corp. and Cedar Group
of Canada, the two parent companies of Davie Industries,
will file their proposals today. (ABI 10-Feb-99)


FASTCOMM: Seeks Emergency Financing From Commerce Funding
---------------------------------------------------------
The debtor, Fastcomm Communications Corporation seeks
authority to obtain postpetition financing from Commerce
Funding Corporation.  Fastcomm needs immediate financing to
pay for continuing operating expenses, including rent,
payroll, materials, and product for the next few months.


GENEVA STEEL: Court Proceedings Moved To District Court
-------------------------------------------------------
Geneva Steel announced that its case under Chapter 11 of
the United States Bankruptcy Code was withdrawn from the
Bankruptcy Court by the U.S. District Court for the
District of Utah. U.S. District Judge J. Thomas Greene was
assigned to preside over the bankruptcy case.  Geneva's
motion to withdraw the case was supported by its major  
creditors, lenders and others having an economic stake in
the outcome of the  bankruptcy proceedings.

"We remain strongly committed to Geneva's survival and
future success," said Joseph A. Cannon, chairman and chief
executive officer.  "We will continue to seek
reorganization under Chapter 11 and approval of a debtor-
in-possession  credit facility which will allow the Company
to serve its customers and to pay  post-petition vendors in
the ordinary course.  In the interim, Geneva has access to
incoming cash flow from operations pursuant to a cash
collateral  order previously granted by the Bankruptcy
Court."

Geneva Steel is an integrated steel mill operating in
Vineyard, Utah. The Company manufactures steel plate, hot-
rolled coil, pipe and slabs for sale primarily in the
western, central and southeastern United States. (ABI 10-
Feb-99)


INTERNATIONAL WIRELESS: Allegations of False Information
----------------------------------------------------------
By verified statement, Leonard P. Goldberger, attorney, of
the firm White And Williams LLP, representing more than one
creditor and/or equity security holders, submits in a
Verified Statement that a certain Information Statement
dated November 23, 1997 pursuant to a solicitation of
shareholders of Radio Movile Digital, Inc. (RMD), to
approve IWCH's acquisition of RMD by merger contained
fraudulent, false and misleading and/or material
misstatements and omissions of fact.  Goldberger states
that the Information Statement stated that shareholders who
did not vote in favor of the merger were entitled to
appraisal rights and to be paid for their RMD stock in
cash.

The merger closed in January, 1998 and IWCH acquired RMD
for $73.9 million, the proceeds of which were paid to RMD's
shareholders entirely in IWCH stock.

The verified statement alleges that prior to closing of the
merger, IWCH and its directors and officers knew a loan
from certain Malaysian banks to its Prismanet subsidiary
was is default, but failed to disclose this material fact
to RMD shareholders in the Information Statement.  The
Statement also submits that IWCH also knew, but failed to
disclose, that the Prismanet default would cause cross-
defaults on IWCH's indenture, which totaled $92.785 million
as of December 31, 1997.

The Statement alleges that with this knowledge, the vote to
approve the merger would not have succeeded, and the
claimants would have exercised their dissenters' rights to
be paid the appraised value of their RMD stock in cash.

The claimants' stock in IWCH that was worth approximately
$3.5 million as of January, 1998 was worthless as of the
date IWCH filed for bankruptcy protection.  The claimants'
aggregate claim against IWCH is approximately $3.5 million.


JUMBOSPORTS: Seeks Authority To Sell Realty To Urner's
------------------------------------------------------
Pursuant to a prepetition contract to sell real property,
the debtors, JumboSports Inc. and its affiliates seek to
sell certain real property located a t 4110 Wible Road in
the City of Bakersfield, County of Kern, State of
California.  

The debtor constructed a building on the real property but
decided not to open a store on the property.  The property
is presently unoccupied and the debtor does not conduct
business thereon.

On November 13, 1998, the debtor and Urner's Inc. entered
into a purchase and sale agreement for the property for a
total purchase price of $2 million.  The debtor desires to
assume the agreement.  Prior to the petition date, the
debtor engaged in extensive efforts to market the real
property and determined that the proposed sale price
offered by the buyer is the highest and best offer
received, is reasonable, represents fair market value and
is in the best interests of the estate.


MONTGOMERY WARD: Seeks OK For $60M System Upgrade
-------------------------------------------------
Montgomery Ward & Co. Inc. is seeking approval to enter
into a $60 million computer software purchase and
maintenance agreement with ICL Retail Systems to replace
the company's point-of-service software at its 252
locations. "The current system being used by the Debtors
utilizes technology that is over 10 years old. The hardware
is no longer manufactured, cannot be upgraded and is
expensive to maintain. . . It also lacks the processing
power required to update expeditiously promotional pricing
files. Further, the current system's disk drives and memory
are at maximum capacity and require constant reallocation
to enable several business critical functions to be used,"
the Jan. 29 motion argues. (The Daily Bankruptcy Review and
ABI Copyright c February 10, 1999)


NATIONAL ENERGY: Motion For Dismissal of Petition Denied
--------------------------------------------------------
National Energy Group, Inc. (OTC Bulletin Board: NEGXQ)
announces that the United States Bankruptcy Court
for the  Northern District of Texas, Dallas Division,
denied the Company's Motion to  Dismiss the Involuntary
Petition under Chapter 11, Title 11 of the United  States
Code filed by certain of the Company's 10-3/4% Senior Note
Bondholders on December 4, 1998.  In support of its Motion,
the Company represented to the Court that (i) it was
current in all its obligations except for the outstanding  
interest in the approximate amount of $9 million to the 10-
3/4% Senior Note  Bondholders, and (ii) it had made an
agreement with the holder of its Restated  Loan Agreement
to make available sufficient funds to pay all the
outstanding  accrued interest owing to the 10-3/4% Senior
Note Bondholders upon dismissal of  the Involuntary
Petition.

The Court's entry of an Order for Relief places the Company
under the protection of the Court.  The Company will
continue to operate its business and manage its properties
during its Chapter 11 case proceeding and precludes  
payment of the interest owing to the 10-3/4% Senior Note
Bondholders at this  time.  The Company anticipates
proposing a Plan of Reorganization in accordance with
federal bankruptcy laws as administered by the Court.

National Energy Group, Inc. is a Dallas, Texas based
independent oil and gas exploration and production company,
headquartered in Dallas, Texas, with operations primarily
in Louisiana, Texas, and Oklahoma.


OMEGA ENVIRONMENTAL: Committee Informs Creditors of Status
----------------------------------------------------------
The Unsecured creditors' Committee of Omega Environmental,
Inc. notified its creditors that most of the petroleum
service division units of the company have been sold and
the proceeds paid to BNY.  Only the Dallas unit of PSD
remains to be sold and a notice to approve the sale is
outstanding.  All of the proceeds of the sales have been
paid to BNY Financial.

The Environmental Service Division is currently being
marketed through an investment banker.  Unless the company
sells for an amount in excess of $24-$25 million, it is
unlikely that the unsecured creditors will obtain any
direct benefit from the sale.

The other significant asset in the case is litigation
presently ongoing with Gerald Blohorn and Palm Funding.
The original ruling is currently being reconsidered and
will be appealed. However, if the current ruling stands,
there will not be any dividends paid to unsecured
creditors.  If the debtors are successful, there is a
formula for the sharing of the proceeds.

The Committee believes that the unsecured claims in the
case are approximately $15 million.  If the estate prevails
in the above litigation, that number will double to $30
million.  If the debtor is successful, there could be a
significant distribution to creditors.  The exact
percentage would depend on the amount of claims finally
allowed, and the amount of any BNY Financial deficiency.


ONEITA INDUSTRIES: Seeks Lease Amendment For Corporate HQ
---------------------------------------------------------
The debtor, Oneita Industries, Inc. seeks to enter into a
lease amendment for its corporate headquarters, to assume
the amended lease, and to assign its subleases to lessor.

The debtor only requires approximately 37% of the space
covered by the Overlease.  The debtor subleases about one-
third of the excess space to three separate subtenants.  
Pursuant to the amendment to the lease, the debtor will
return those portions of the headquarters that the debtor
does not use, and the subleases will be assigned to the
landlord.  The amendment t also shortens the term of the
lease to five years.  The debtor is provided with a period
of four months to cure the prepetition rent arrearages and
is required to pay the landlord approximately $70,000 in
costs and expenses incurred or anticipated to be incurred
by the landlord in connection with the amendment.  Further,
there is a surrender agreement with one of the debtor's
current subtenants.

The lease amendment is to the advantage of the debtor, and
the debtor will be relieved of certain obligations under
the lease.


PANGBURN CANDY: Judge Denies Financing Request
----------------------------------------------
Yesterday Bankruptcy Judge Massie Tillman ruled that
Pangburn Candy Co., which filed  chapter 11 on Feb. 1, may
not use almost $250,000 held by NationsBank Dallas to pay
creditors for supplies and services, The Star-Telegram
reported. Last week, the company had asked the court for
approval on using the money, which the bank said is
collateral for almost $7 million in loans to Pangburn. The
Fort Worth, Texas, candy company's officers and investors
met following the ruling to consider its options and
reportedly is resuming discussions with NationsBank.

During the hearing, attorneys for NationsBank said the
company's continuing losses are eroding their collateral;
Judge Tillman agreed and suggested that Pangburn find the
money to cover operating losses. He said "It appears
there's a strong possibility the shareholders could
recapitalize this company." In a recent court filing,
Pangburn reported that in July investors pumped $3.6
million into the company. At the hearing, Pangburn
President Jim Phillips acknowledged that some shareholders
and investors are capable of providing more money.
Attorney John Penn of Haynes and Boone, which represents
NationsBank, said "the issue was who will bear the risk for
losses on the ongoing operations. The court ruled it will
not be the bank." Following the hearing, Penn said it is
unusual for the bank to challenge a debtor's use of
cash collateral so early in a bankruptcy case, but that the
bank believes the company's financial condition warrants
the action. He argued in court that Pangburn missed its
1998 income projections and the sales and profit forecasts
are likely flawed. (ABI 10-Feb-99)


PITTSUBURGH PENGUINS: Lemieux Interested in Acquisition
-------------------------------------------------------
Mario Lemieux, a former Pittsburgh Penguin, has expressed
an interest in locating partners to help him buy the
bankrupt team and keep it in Pittsburgh, according to the
Associated Press. The team officially began its search for
different ownership yesterday after co-owner Roger Marino
withdrew his request to be solely permitted to reorganize
the team's finances. The National Hockey League Players
Association voted in opposition to Marino's planned request
for an extension on exclusivity. Lemieux, who is owed some
$26 million in deferred salary, heads the creditors'
committee and was pleased by Marino's change in plans.
The Penguins filed chapter 11 in October with debts of
about $125 million, which is more than the franchise's
worth of about $95 million. The SMG management group, which
operates the Civic Arena and Three Rivers Stadium, is also
reportedly interested in acquiring an ownership stake. It
is believed that if a local buyer does not step forward,
Marino will ask the court to authorize selling the team to
out-of-town buyers. (ABI 10-Feb-99)


RINCON ISLAND: Debtor Applies To Employ Accountants
----------------------------------------------------
The debtors, Windsor Energy US Corporation and Rincon
Island Limited Partnership submitted an application to the
Office of the Untied States Trustee seeking authority to
employ Eddye Dreyer as its general bankruptcy accountant.    
The accountants will prepare weekly and monthly cash
reports, assist the debtor with any sale of assets that mya
be necessary, assist the debtor with its reporting of
assets, liabilities, financial condition and anything else
relevant to the case, and provide such other accounting
services as may be required by the debtor.


SYQUEST TECHNOLOGY: Meeting Of Creditors Set
--------------------------------------------
Syquest Technology, Inc. filed a petition under Chapter 11
of the Bankruptcy Code on November 17, 1998.  Attorneys for
the debtor are Patrick A. Murphy and Tobias S. Keller,
Murphy Sheneman Julian & Rogers, 101 California Street,
39th Floor, San Francisco, California.  A meeting of
creditors will be held on March 29, 1999 at 9:30 AM at
Office of the U.S. Trustee, "Special Location" U.S. Federal
Building, North Tower 1301 Clay Street, 2nd Floor
Auditorium, Oakland, California 94612.


UNCLE B'S: Announces Extension of DIP Financing
-----------------------------------------------
Uncle B's Bakery, Inc. announced the Loan and Security
Agreement by and between Bank Austria Creditanstalt
Corporate Finance, Inc. and Uncle B's Bakery, Inc. dated
October 30, 1998 covering Debtor in Possession Financing
(DIP Financing) has been extended through July 31, 1999.

Uncle B's Bakery produces and markets the "Uncle B's" and
"Millspring" brands of never frozen bagels. The company's
products are an alternative to frozen bagels. Uncle B's is
traded on the OTC Bulletin Board under the symbol UNCB.

   
WINDSOR ENERGY: Debtor Applies To Employ Accountants
----------------------------------------------------
The debtors, Windsor Energy US Corporation and Rincon
Island Limited Partnership submitted an application to the
Office of the Untied States Trustee seeking authority to
employ Eddye Dreyer as its general bankruptcy accountant.    
The accountants will prepare weekly and monthly cash
reports, assist the debtor with any sale of assets that may
be necessary, assist the debtor with its reporting of
assets, liabilities, financial condition and anything else
relevant to the case, and provide such other accounting
services as may be required by the debtor.


WORLDWIDE DIRECT: Seeks To Employ Houlihan Lokey
------------------------------------------------
The debtors, Worldwide Direct, Inc., et al. seek to employ
Houlihan Lokey Howard & Zukin Capital as their financial
advisors nunc pro tunc to the Petition Date.

The debtors intend to sell substantially all of the assets
of their estates and have negotiated an agreement with AT&T
for the purchase of SmarTalk Assets for $192.5 million
subject to adjustment.  An auction will be held to test the
value of the SmarTalk assets.  The debtors wish to employ
Houlihan to aggressively market the SmarTalk assets to the
public.  If retained, Houlihan will advise and assist the
debtors in identifying entities who potentially may be
interested in acquiring assets through the auction process;
assist potential bidders for the debtors' assets in
obtaining necessary information and otherwise facilitate
the sale process; and advise the debtors on asset valuation
and developing a set of financial alternatives.

Pursuant to a Letter agreement, Houlihan will receive
monthly fees of $100,000 for a minimum of two months; and a
transaction fee equal to .25% of the aggregate
consideration received by the debtors for the proposed sale
transaction, less 50% of the monthly fees actually received
by Houlihan.


WSR CORP: Seeks Extension To Assume/Reject Leases
-------------------------------------------------
The debtors, WSR Corporation, R&S/Strauss, Inc., National
Automotive Stores, Inc. and National Auto Stores Corp. seek
to extend the debtors' time within which to assume or
reject unexpired leases of nonresidential real property.

The debtors are currently parties to more than 90 leases
and subleases.  The debtors are currently evaluating every
aspect of their business and the profitability of each of
its stores.

The leases are valuable assets of the debtors' estates and
the debtors believe they will be unable to make reasoned
decisions by the current deadline of February 4, 1999.

The debtors seek an extension of approximately 120 days
until June 4, 1999.


YES! ENTERTAINMENT: Files Chapter 11 Petition
---------------------------------------------
YES! Entertainment (OTC BB: YESS) announced that it has
filed a voluntary petition with the United States
Bankruptcy Court for the District of Delaware in
Wilmington under Chapter 11 of the Federal Bankruptcy Code.
The Company also disclosed today that Infinity Investors,
Ltd. has agreed to provide a $20 million working capital
facility in connection with the Chapter 11 case. The new
facility, which the Company anticipates getting
approved by the bankruptcy court  tomorrow, will replace
the Company's existing facility with Bank of New York  and
provide YES! with significant additional borrowing
capacity.

Mark C. Shepherd, Chief Executive Officer of YES!
Entertainment, said, "Operating in Chapter 11 will allow
the Company to implement its strategic plan and reach our
ultimate goal, to return the Company to profitability. In  
addition, the financing gives YES! the necessary resources
to support and develop its product lines and will help
ensure that YES! will be able to reorganize as a going
concern."

The Chapter 11 filing stays creditors' claims while the
Company develops its plan for emergence from Chapter 11.
YES! will continue to operate its business  in the ordinary
course during the duration of the Chapter 11 case and  
anticipates emerging from Chapter 11 as a stronger, more
viable competitor.

YES! Entertainment Corporation develops, manufactures and
markets toys and other children's products, including a
variety of interactive products. YES! uses innovative
technology to design products that are fun for children and  
build on their natural creativity.


                   *********

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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-
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Debra Brennan and Lexy Mueller, Editors. Copyright 1999.  
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