TCR_Public/990217.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
     
    Wednesday, February 17, 1999, Vol. 3, No. 32

                   Headlines

ALPHATEC: Losses Put At $300m
AMERITRUCK: Seeks Postpetition Financing To Pay Insurance
ARROW AUTOMOTIVE: To Sell Assets and Wind Down
BRUNO'S: Reclamation Claim Procedure
FIDELITY BANCORP INC: Stock Ownership Reported

HIP OF NEW JERSEY: HMO Must Liquidate
LIQUIDATION WORLD: Plans Continued Expansion
MCA FINANCIAL: Case Summary & 20 Largest Creditors
MCGINNIS PARTNERS: Equity Committee Objects To Conversion
MOBILEMEDIA:  Court Requires Supplemental Disclosures

NEXAR TECHNOLOGIES: Order Authorizes Counsel
NYTEST ENVIRONMENTAL: Stock Ownership Reported To SEC
PAL: Ordered To Pay Creditors
PARKS SAUSAGE: Loans Extended Before Sale
PRECISION AUTO CARE: Stock Ownership Reported To SEC

ROYAL OAK: Files for Bankruptcy
ROYAL OAK: Obtains Order For Immediate Working Capital
SERVICE MERCHANDISE: Stock Ownership Reported To SEC
SOLO SERVE: Court Approves Professionals
SPECTRAN CORP: Patent Agreement Filed With SEC

STARMET CORP: Stock Ownership Reported To SEC
SUN TELEVISION: Stock Ownership Reported To SEC
THE CARE GROUP: Confirmation of Plan
THE J. PETERMAN: Order Authorizes Secured Debt
THE PHARMACY FUND: Seeks Approval of Stipulation

UNIVERSAL STANDARD: Announces Out of Court Restructuring
WATERMARC: To Sell Some Restaurants
WORLDCORP: Files Chapter 11

Meetings, Conferences and Seminars

                     *********

ALPHATEC: Losses Put At $300m
-----------------------------                        
About US$300 million worth of funds belonging to Alphatec
Electronic Plc were either lost from currency and other
trading or misappropriated by the firm's former management,
senior officials who prepared the firm's rehabilitation
plan have revealed.

The amount is the bulk of the $362 million debt owed by the
firm to financial creditors, according to Jonathan Sisson
and John Perrins, partners at PricewaterhouseCoopers, which
formulated the rehabilitation plan of Alphatec Electronics.

The plan was approved by the court last week.

A total of 10 former management members, including former
chief executive officer Charn Usawachoke, as well as former
company auditor, KPMG, are now facing charges in court.
Total claims against Charn and associates amount to 14.7
billion baht ($399.46 million), while the claim against
KPMG is 20.7 billion ($562.50 million).

Sisson and Perrins explained that the firm was left with
about $40 million in assets and $10 million in equity when
the rehabilitation plan was prepared, resulting in a hefty
loss for financial creditors whose share of loss
amounted  to about 80 percent on the loans extended to the
firm.

In the approved plans, financial creditors have the
flexibility to choose when and how much they will write off
the bad loans to suit individual positions, since they can
hold shares directly or indirectly in the new companies
which will be set up to take over Alphatec.

Despite the loss of 80 percent on their loans, the
creditors have benefits linked with the performance of the
business.

Secondly, their right to pursue claims against the former
management and auditor remain intact as charges are pending
in civil and labor courts.

According to the officials, the process of recovering about
$300 million in claims is going to be lengthy and
uncertain, so there is no value of this in the approved
plan in order to reflect commercial reality.

The court on Friday approved the plan, which took seven
months to prepare and approve by creditors. The success
underlined the fact that the business  rehabilitation law
is good and shows that it works in facilitating debt  
restructuring in a court-driven environment, according to
Sisson.

Sisson said the success also showed that foreign investors
such as AIG and Investor AB of Sweden had confidence in
Thailand as they will put in about $40 million into the
rehabilitation. To further increase foreign confidence,
Thailand will have to enact the economic reform bills,
especially the foreclosure and bankruptcy laws.  Exchange
rate: $1 = 36.80 baht


AMERITRUCK: Seeks Postpetition Financing To Pay Insurance
-------------------------------------------------------
The debtors, Ameritruck Distribution Corp., et al., seek
entry of a court order authorizing post-petition financing
for the debtors' payment of insurance premiums with
Cananwill, Inc. and Premium Financing Specialists, Inc.
("PFS").  The premium financing agreement with Cananwill
provides for a cash down payment of $1,187,658, an amount
financed of $3,562,976, eight monthly payments of $445,372
for a total of scheduled payment so to Cananwill of
$3,562,976.  The first payment is due March 5, 1999.

The Premium financing agreement with PFS provides for a
cash down payment of $90,000, an amount financed of
$270,000, nine monthly payments of $31,002, an annual
percentage rate of 7.95%, for a total of scheduled payments
to PFS of $279,022.  The first payment is due February 18,
1999.

The debtors assert that the agreements are in the exercise
of the sound business judgment of the debtors.  The debtors
cannot purchase insurance policies without severely
depleting the debtors' cash reserves.  Approval of the
agreements will permit the debtors to maintain their normal
business operations and thus preserve the reorganization
value of their assets.  The debtors state that the terms of
the agreements are fair, reasonable and adequate.


ARROW AUTOMOTIVE: To Sell Assets and Wind Down
----------------------------------------------
Arrow Automotive Industries, Inc. announced the sale of
fixed assets and inventory associated with its crankshaft
operation to Carolina Crank and Core, Inc., a South
Carolina corporation. It further announced its intention to
wind down its electrical operation located at its
Morrilton, Arkansas facility on or before April 2, 1999.

Arrow filed a voluntary petition for protection under
Chapter 11 of the Bankruptcy Code on October 16, 1998. The
company was in the process of reorganizing itself in an
effort to survive under a plan of reorganization or to find
a suitable buyer for its electrical and crankshaft
operations. The continued erosion of its customer base
since October 16, 1998 combined with unsuccessful
negotiations with various potential buyers left the company
with no choice but to close its operations. The closure of
the Arkansas facility will result in the complete shutdown
of Arrow's operations.

"The decision to close this facility is extremely difficult
given the employees' dedication and their commitment
throughout the years and most recently in their steadfast
efforts to reduce operating costs under a plan of
reorganization," said Donald Shamsie, Arrow's chief
operating officer.  "Unfortunately, we have run out of
options and time. We now commit to filling  
our customers' remaining orders as they transition to new
suppliers and to help our employees find other employment
opportunities."

Arrow's 460 Arkansas-based employees were given notice
today that their jobs  
will end with the plant closing on or before April 2, 1999
with some jobs being eliminated immediately. Arrow will
seek available assistance from state and local government
agencies and area business organizations in helping find
new jobs for the employees.

Arrow Automotive Industries, Inc. remanufactures a variety
of replacement parts for domestic and imported vehicles for
distribution throughout the United States and Canada.


BRUNO'S: Reclamation Claim Procedure
------------------------------------
The aggregate amount of Reclamation Claims asserted against
the debtors PWS Holding Corporation, and Bruno's, Inc., et
al., was approximately $45,006,200.  The debtors seek
approval of the compromise and settlement of the settled
reclamation claims and the adoption of global procedures
for the payment of valid reclamation claims.

The reclamation payment motion provides election of two
payment options: payment of 75% of the amount of allowed
reclamation claim in cash or payment of 50% of allowed
reclamation claim in cash and the balance to be satisfied
as an administrative expense claim pursuant to a chapter 11
plan of reorganization that is confirmed and becomes
effective.

FIDELITY BANCORP INC: Stock Ownership Reported
----------------------------------------------
First Manhattan Co. reports to the SEC beneficial ownership
of 232,167 shares of common stock of Fidelity Bankcorp,
Inc., representing 9.60% of the class. These shares include  
0 shares  owned by family  members of  General  Partners  
of First Manhattan  Co. which are  being  reported  for  
informational  purposes.  First Manhattan Co. disclaims  
dispositive power as to 0 of such shares and beneficial
ownership as to 0 of such shares.


HIP OF NEW JERSEY: HMO Must Liquidate
-------------------------------------
HIP of New Jersey, a health maintenance organization
subsidiary of HIP Health Plans, must liquidate after the
parent failed to obtain a restraining order preventing New
Jersey regulators from moving ahead with the liquidation,
according to Best's News. A New Jersey Superior
Court judge refused to intervene, which cleared the way for
N.J. Banking and Insurance Commissioner Jaynee LaVecchia to
liquidate the HMO. She said she could not rehabilitate the
insurer because it lacks enough money to stay in business.
LaVecchia has ordered New Jersey's other health plans to
open enrollment for HIP's 165,000 members until March.
LaVecchia didlocate a buyer willing to pay $6 million for
HIP's Medicaid business, which has 21,000 patients.
HIP of New Jersey owes millions to providers. Its troubles
began when it hired Pinnacle Healthcare, New Brunswick,
N.J., and PHP Healthcare of Reston, Va., as third-party
administrators. Pinnacle and PHP are in bankruptcy in the
District of Delaware. (ABI 16-Feb-99)


LIQUIDATION WORLD: Plans Continued Expansion
---------------------------------------------   
Liquidation World President CEO Dale Gillespie plans to add
to its 75 stores and its Internet business, despite its
first quarter of soft earnings since the company began in
October 1986. Liquidation World, based in Calgary, is a
discount retail chain that buys merchandise from bankrupt
companies and those with excess inventories. The company
employs 12 people who buy merchandise, and a network of
agents seek new goods on a commission basis. The company's
net earnings decreased by 8.9 percent to C$1.4 million for
the first quarter; Gillespie said the downturn was the
result of a bad purchase from a major U.S. retailer. The
chain's stores operate in Canada and three states. Ontario
and Seattle are target locations for new stores. (ABI 16-
Feb-99)


MCA FINANCIAL: Case Summary & 20 Largest Creditors
--------------------------------------------------
Debtor:  MCA Financial Corp.
         24700 Northwestern Highway
         Southfield, Michigan 48075

Type of business: Providing and servicing agent of
mortgages

Court: Eastern District of Michigan

Case No.: 99-42172    Filed: 02/10/99    Chapter: 11

Debtor's Counsel: Robert J. Diehl, Jr.
                  Bodman, Longley & Dahling LLP
                  100 Renaissance Center, 34th Floor
                  Detroit, Michigan 48243
                  Bridgeport, CT 06605-0186
                  (313) 259-7777

Total Assets:            $314,224,268
Total Liabilities:       $302,791,173
                                                   

No. of shares of preferred stock    5,396,410


20 Largest Unsecured Creditors:

   Name                  Amount
   ----                                             ------
IRS                                              1,276,694
Midwest Pension Actuaries, Inc.                     86,530
National computer Resources                         71,128
Health Alliance Plan                                65,449
Grant Thornton LLP                                  59,100
Doren Maybew                                        50,018
Dykema Gossett                                      28,376
Robert A. Paslomek and Assoc.                       21,538
Michigan Dental Plan                                19,198
Coast to Coast                                      18,400
Scribbles                                           16,556
Paul Revere Insurance Group                         15,963
24700 Development Associates                        14,868
Equity Financial Services                           12,487
Meta Dynamics                                       11,000
Imperial Premium lFinance                           10,160
Ervin Leaseing Company                               9,535
Fijitsu Financial Services                           9,372
Abbott, Nicholson, Quilter, Eashiki and Youngblood   7,535
Advantage Staffing                                   7,275


MCGINNIS PARTNERS: Equity Committee Objects To Conversion
---------------------------------------------------------
The Official Committee of Equity Security Holders of
McGinnis Partners Focus Fund, LP and related cases, objects
to the motion of the Official Committee of Unsecured
Creditors to convert the case to a Chapter 7 case.

The Equity Security Holders Committee states that the
transactions of the debtor with the members of the
Unsecured Creditors Committee must be fairly and fully
investigated.  They state that the debtor's demise is
wrapped up in its transactions with the members of the
Creditors' Committee, and that these transactions are not
simple sales of goods, but very complex transactions that
were terminated on an extremely accelerated schedule.

Further, they claim that conversion to a Chapter 7 is a way
for the creditors to avoid a meaningful review of their
claims. They state that the debtor's assets are not
diminishing in value, that the creditors have conditioned
plan negotiations on "no discovery" and that McGinnis'
attempts to investigate claims against the estate is not
evidence of a conflict.  Finally, they allege that the
Committee has failed to show good cause for conversion.


MOBILEMEDIA:  Court Requires Supplemental Disclosures
-----------------------------------------------------
MobileMedia Corporation announced that the U.S. Bankruptcy
Court for the District of Delaware on  February 12, 1999
ordered that certain supplemental disclosure be provided
to  members of the Company's Class 6 general unsecured
creditors and that MobileMedia resolicit votes from that
class on MobileMedia's Third Amended Joint Plan of
Reorganization. The Plan provides for the merger of
MobileMedia into Arch Communications Group, Inc.
(Nasdaq:APGR).

The Court also adjourned the hearing to confirm
MobileMedia's Plan until this supplemental disclosure has
been made and the required re-voting with respect to the
Plan is complete. MobileMedia expects the additional
solicitation to be completed and the confirmation hearing
to resume during March 1999.

The required supplemental disclosure is contemplated to
include (i) certain holdings of two members of the
Unsecured Creditors Committee in debt securities  of Arch
and (ii) certain information regarding projections and the
potential  value of the Arch Common Stock subsequent to the
contemplated merger that was  disclosed to the Standby
Purchasers and the Unsecured Creditors Committee by  the
financial advisor to the Unsecured Creditors Committee.

Under documents relating to the contemplated merger, the
two members of MobileMedia's Unsecured Creditors Committee,
together with two other unsecured creditors that are not
members of the Unsecured Creditors Committee, are  
obligated, as "Standby Purchasers," to purchase certain
shares of Arch Common  Stock to the extent the shares are
not purchased by other unsecured creditors  through the
exercise of stock purchase rights being issued to them in  
connection with the Plan and the merger. The sale of such
shares will provide  Arch with $217 million of the funds
that will be necessary for Arch to complete  the merger
with MobileMedia.


NEXAR TECHNOLOGIES: Order Authorizes Counsel
--------------------------------------------
On February 8, 1999, the Honorable James F. Queenan entered
an order authorizing the committee of unsecured creditors
of Nexar Technologies, Inc., debtor, to employ Whitton E.
Norris III of the law firm of Davis, Malm & D'Agostine, PC
as counsel to the committee.


NYTEST ENVIRONMENTAL: Stock Ownership Reported To SEC
-----------------------------------------------------
Spear, Leeds & Kellogg reports to the SEC  beneficial
ownership of 855,902 shares of common stock of NYTEST
ENVIRONMENTAL INC, representing 12.7% of the class.


PAL: Ordered To Pay Creditors
-----------------------------
Philippine Airlines (PAL) has been ordered by the
Securities and Exchange Commission (SEC) to pay US$10.9m to
creditors.  This amount is in addition to that already paid
to creditors in late January.  The SEC has also issued an
order that allows PAL to sell US$11.4m worth of assets to
raise funds for its operations. Most of the money will go
towards financing the modification of PAL's Boeing 747-400
aircraft. PAL has announced that it will be able to submit
its rehabilitation plan by 15 March following the
appointment, announced earlier, of its financial
restructuring adviser Chase Manhattan Asia Ltd. and its
corporate adviser LEK/ALCAR.


PARKS SAUSAGE: Loans Extended Before Sale
-----------------------------------------
Before its Park Heights plant was bought by another meat
company early this month, Parks Sausage Co. won extensions
on two loans it is receiving from Baltimore.  Parks, which
sold the plant to Philadelphia-based Dietz & Watson Inc.
Feb. 2, gets a $500,000 Urban Development Action Grant and
a $180,094 purchase money mortgage from the city.

Parks, which is continuing to market the Parks Sausage line
by outsourcing production to other manufacturers, does not
pay interest on either loan. The two loans were to be
repaid over 15 years, said Jeffrey P. Pillas, chief  
financial officer of Baltimore Development Corp. On Jan.
13, at Parks' request, the Board of Estimates extended the
repayment period to 25 years.

"The amounts of money owed are no different," Pillas said.
"There's no forgiveness of any debt." Pillas added that
Dietz & Watson does not owe the city any money under the
terms of the loans.  Parks was saved from bankruptcy in
1996 by the intercession of retired football stars Franco
Harris and Lydell Mitchell and by the willingness of  
creditors -- including the city -- to structure loans on
terms favorable to the  struggling company.

"It's nice to be able to get an extension, to be able to
buy some time and right the ship," said Mitchell.
(Baltimore Sun - 02/13/99)


PRECISION AUTO CARE: Stock Ownership Reported To SEC
-----------------------------------------------------
Avenir Corporation, an investment adviser reports to the
SEC beneficial ownership of 713,500 shares of common stock,
representing  12% of the class, of Precision Auto Care,
Inc.


ROYAL OAK MINES: Files for Bankruptcy
-------------------------------------
Royal Oak Mines Inc. filed for bankruptcy protection
yesterday in a Canadian court in an effort to restructure
its debt and keep its Kemess gold and copper mine open,
according to Reuters. Based in Kirkland, Wash., Royal Oak
filed the motion in Ontario's Court of Justice to provide
the company with "breathing space" to restructure more than
$320 million in debt; the court order will stay all legal
proceedings against the company for a month. Falling gold
prices and problems related to the construction of its new
Kemess mine in British Columbia precipitated the need for
bankruptcy protection. In December, the company halted
payment on $120 million in short-term senior secured
debentures, $26 million in commodity hedged debt, $175
million of secured notes and C$19.5 million in equipment
loans from Canada's Export Development Corp. It began
efforts to negotiate a restructuring agreement with
creditors prior to a Feb. 15 deadline. (ABI 16-Feb-99)


ROYAL OAK: Obtains Order For Immediate Working Capital
------------------------------------------------------
Royal Oak Mines Inc. (TSE and AMEX:RYO) announced today
that it has sought and obtained an Order from the  
Ontario Court of Justice (General Division) under the
Companies' Creditors Arrangement Act.

The Order, which provides for an immediate injection of
working capital to finance operations during the stay
period, allows the Company to continue operating its mines,
including its Kemess South Mine in British Columbia, and  
complete negotiations with senior lenders to restructure
its debt. The order applies to all of Royal Oak's wholly
and majority owned subsidiaries located in Canada.

"The additional working capital during the stay period will
allow Royal Oak to resume full production levels at Kemess
South," said Margaret Witte, Chairman, President and Chief
Executive Officer. "With full commercial production at  
Kemess South, we will be able to replace present senior
debt with lower-cost, long-term, conventional mine
financing."

"The provisions of the CCAA Order allow for additional
financing to be provided to Royal Oak, which will create
the necessary conditions for the mine to achieve full
commercial production."

On December 23, 1998, Royal Oak announced that it would
seek to restructure its existing senior debt agreements to
achieve greater financial flexibility and a  stronger
balance sheet in light of historically low commodity prices
for gold  and copper. The Company established a deadline of
February 15, 1999 to reach an agreement among its senior
creditors.

"We have made good progress in our recent discussions with
senior creditors and their representatives. A formal court-
supervised process will ensure that all stakeholders,
including trade creditors, are treated fairly and
equitably," said Ms. Witte.

The Order stays all legal proceedings against Royal Oak
until March 18, 1999 and authorizes the Company to prepare
a plan of compromise or arrangement for its outstanding
liabilities. The Company intends to prepare a restructuring  
plan for submission to the Ontario Court within three
months, with court- sanctioned votes to follow.

Trilon Financial Corporation, which is owed US$120 million,
has agreed to provide Royal Oak with CDN$34.7 million.
Approximately CDN$11.0 million will be used to supplement
working capital to sustain the Company's mining operations;
$1.0 million will be used for administrative and other
related expenses; and $18.5 million will be used to pay
interest arrears, future interest and royalties to Trilon.
An amount of $8.4 million will be immediately available to
the Company during the initial stay period.

PricewaterhouseCoopers LLP has been appointed by the Court
to act as Monitor.  In addition, an advisory committee has
been appointed by Royal Oak, and approved by the Court, to
assist and advise the Company and its present Board  of
Directors during the stay period. Joseph Wright, an
experienced investment banker, and Norman Ross, a senior
mining engineer and business executive have  been
appointed. Other appointments will be announced
at a later date.

The Company has senior debt totaling approximately US$335
million and trade payables, taxes and accrued payroll of
approximately CDN$43.6 million.

The CCAA allows the Company to carry on business in the
normal course. Suppliers and creditors are required under
the court order to maintain existing contractual and
commercial arrangements with Royal Oak and will be
paid under normal terms for goods and services received
after today.

Royal Oak Mines is a major North American gold mining
company, which together with its predecessors, has produced
more than 50 million ounces of gold over a 60-year period.
The Company owns and operates the Kemess South Mine in
north central British Columbia; the Giant Mine at
Yellowknife in the Northwest Territories; and the Pamour
and Nighthawk mines near Timmins in Ontario. In  
September 1997, Royal Oak closed its Hope Brook Mine in
Newfoundland after depletion of ore reserves, and in
December 1997, the Company closed its high-cost Colomac
Mine in the Northwest Territories for economic reasons.
Both facilities have been placed on care and maintenance.


SERVICE MERCHANDISE: Stock Ownership Reported To SEC
----------------------------------------------------
First Pacific Advisors, Inc. and  FPA Paramount Fund, Inc.
report to the SEC beneficial ownership of 9,500,000 shares
of common stock, representing   9.4% of the class, of
Service Merchandise Company Inc.


SOLO SERVE: Court Approves Professionals
----------------------------------------
Upon the application of Solo Serve Corporation, debtor, to
employ the law firm of Cox & Smith Incorporated as counsel
to the debtor, the court entered an order on February 2,
1999, approving the employment.

The court also approved the employment of Ernst & Young LLP
as accountants, auditors, financial advisor and consultant
to the debtors.

SPECTRAN CORP: Patent Agreement Filed With SEC
----------------------------------------------
As reported in the report of Spectran Corp. on Form 10-Q
for the period ended September 30, 1998, under "Subsequent  
Events", on October 30, 1998, the Company and Lucent
Technologies Inc. established a new worldwide,  non
exclusive license exchanging  rights under their optical
fiber patents  issued prior to January 1, 1998, and
additional  patents  related to multimode  fiber based on
applications filed through  October  1998.  The Company is
licensed by Lucent to make optical fiber at its existing  
factories for worldwide  use and sale,  including  export
from the United States. The license contains some product
limitations including certain exclusions  to  make  or  
sell  select specialty fibers  for  some applications.
Lucent receives non-exclusive, royalty-free worldwide
rights. The Company agreed to pay Lucent a $4.0 million  
license fee in  installments  and, beginning  in 2000, a
royalty on sales.  Lucent has the right to terminate  the
agreement if the Company is acquired by an optical fiber
manufacturer.

A copy of the Patent License Agreement  between Lucent  
Technologies Inc. and SpecTran Corporation dated October
30, 1998 is available via the Internet at:

http://www.sec.gov/Archives/edgar/data/0000718487-99-
000001.txt


STARMET CORP: Stock Ownership Reported To SEC
---------------------------------------------
Dimensional Fund Advisors Inc. reports beneficial ownership
of 331,600 shares, representing 6.93% of the class,  of
common stock of Starmet Corp.


SUN TELEVISION: Stock Ownership Reported To SEC
-----------------------------------------------
Dimensional Fund Advisors Inc. reports beneficial ownership
of 1,089,900 shares of common stock, 6.25% of the class, of
Sun Television & Appliances, Inc. Dimensional Fund Advisors
Inc. is an investment advisor.


THE CARE GROUP: Confirmation of Plan
------------------------------------
On February 1, 1999 the Honorable Frank R. Monroe signed
the order confirming the plan of reorganization under
Chapter 11 of the Bankruptcy Code for The Care Group, Inc.
and its affiliated debtors.


THE J. PETERMAN: Order Authorizes Secured Debt
----------------------------------------------
On January 26, 1999, the U.S. Bankruptcy Court of the
Eastern District of Kentucky, Lexington Division, entered
an agreed interim order authorizing the debtor, The J.
Peterman Company to incur post-petition secured
indebtedness, and granting security interests and priority.
The final hearing on the motion will be held on February
16, 1999 at 4:00 PM.

The order provides that the lender agrees, subject to
certain terms and conditions, to loan to the debtor up to a
gross amount of $2,371,000 during the interim financing
period.  


THE PHARMACY FUND: Seeks Approval of Stipulation
------------------------------------------------
The debtors, The Pharmacy Fund, Inc. and Pharmacy Fund
Receivables, Inc., seek entry of an order approving a
stipulation among The Pharmacy Fund, Inc. ("PFI"), National
Data Corporation ("NDC") and Prudential Securities Credit
Corporation, the debtors' prepetition and post-petition
secured lender.

Prior to the filing date, PFI was party to an agreement
with NDC whereby NDC agreed to provide PFI with, among
other things, transaction processing services.

The parties have agreed that NDC will continue providing
essential data reconciliation services and software
enhancements to PFI, that NDC will be paid $650,000 for
post-petition service and that NDC's claim as an unsecured
creditor shall be allowed in the amount of $1.4 million.


UNIVERSAL STANDARD: Announces Out of Court Restructuring
--------------------------------------------------------
Universal Standard Healthcare Inc. (Nasdaq:UHCI) announced
today that it intends to present an out of court
restructuring plan to the creditors of Universal
Diagnostics, the company's former clinical laboratory
division, in the next thirty days, once final numbers are
available.

Universal Diagnostics discontinued operations following the
sale of certain of its clinical laboratory assets in August
1998.  The company has retained a recognized financial
consultant to assist in this restructuring effort.  
The company believes that an out of court restructuring
will result in a greater dividend to the creditors of its
laboratory business.

The company has determined not to pay the interest payment
on its outstanding 8.25 percent Convertible Subordinated
Debentures, due Feb. 1, 1999, resulting in the occurrence
of an event of default under the Debentures.  The
Debentures and related interest will be included in the
company's restructuring plan, which is expected to be
presented to Debenture holders in the next 30 days.   The
Debentures were issued by the parent company in 1996
and are not obligations of the company's managed care
operations.

The company's continuing managed care business is conducted
by separate wholly-owned subsidiaries, Universal Standard
Healthcare of Delaware Inc., Universal Standard Healthcare
of Michigan Inc., Universal Standard Healthcare of Ohio  
Inc., and TPA Inc., and will not be included in the
restructuring plan.  These managed care entities will
continue their current operations in accordance with  their
past practices.

"We are excited by the future prospects for our managed
care subsidiaries. Recent new managed care programs include
a laboratory, imaging and home medical services program for
Liebert, a division of Emerson Electric, and a phased  
national laboratory and imaging program for Whirlpool Corp.  
Liebert and Whirlpool Corp. are the first groups to
contract for our new imaging product, which was introduced
mid last year.  In addition, we have made substantial  
progress in increasing network compliance, substantially
reducing the cost of claims and inquiry costs.  The company
expects to complete its claims automation project by the
end of 1999. The goal of this project is to have  
over 70 percent of all claims submitted, processed and paid
electronically, reducing operating expenses and improving
quality and service levels," stated Eugene E. Jennings,
president and chief executive officer of Universal Standard
Healthcare Inc.  "The restructuring plan is the last step
in the process of liquidating our laboratory operations and
is designed to put the company in a stronger financial
position for the future."

Universal Standard Healthcare Inc. currently owns
subsidiaries operating in all 50 states, which provide
clinical laboratory, outpatient diagnostic  
imaging, and home medical services (including durable
medical equipment and supplies) for employers on a
capitated basis.


WATERMARC: To Sell Some Restaurants
-------------------------------------
Watermarc Food to Sell Some Restaurants to Facilitate End
of Chapter 11 Watermarc Food Management Co., which owns and
operates 36 Houston-area restaurants, said Friday that it
will sell some or all of its restaurants, which include The
Original PastaCo. and Marco's Mexican Restaurants, to help
it emerge from chapter 11 protection, according to a
newswire report. Watermarc, a holding company, is seeking
court approval to establish procedures to market and sell
the restaurants.


WORLDCORP: Files Chapter 11
---------------------------
Worldcorp Inc. of Herndon, Va., filed for chapter 11
protection late Friday in the District of Delaware with
assets of $22 million and liabilities of $115.2 million,
according to Reuters. The holding company, which has
interests in World Airways Inc., The Atlas Companies Inc.
and InteliData Technologies Corp., reported that virtually
all of its unsecured debt is in trade. Trading on the
company's stock and seven percent convertible debentures
was suspended in December. (ABI 16-Feb-99)


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

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 INSTITUTES 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 5-6, 1999
   PRACTISING LAW INSTITUTE
      21st Annual Current Developments in
      Bankruptcy and Reorganization Conference
         PLI Conference Center, New York, New York
            Contact: 1-800-260-4PLI or info@pli.edu

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

April 19-20, 1999
   PRACTISING LAW INSTITUTE
      21st Annual Current Developments in
      Bankruptcy and Reorganization Conference
         Grand Hyatt, San Francisco, California
            Contact: 1-800-260-4PLI or info@pli.edu

April 22-23, 1999
   AMERICAN LAW INSTITUTE -- AMERICAN BAR ASSOCIATION
   COMMITTEE ON CONTINUTING PROFESSIONAL EDUCATION
      Conference on Revised Article 9 of
      the Uniform Commercial Code
         Sheraton New York Hotel, New York, New York
            Contact: 1-800-CLE-NEWS

April 22-25, 1999
   COMMERCIAL LAW LEAGUE OF AMERICA
      69th Annual Chicago Conference
         Westin Hotel, Chicago, Illinois
            Contact: 1-312-781-2000 or clla@clla.org   

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

May 28-31, 1999
   COMMERCIAL LAW LEAGUE OF AMERICA
      51st Annual New England District Meeting
         Equinox Resort, Manchester Village, Vermont
            Contact: 1-413-734-6411   

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 10-15, 1999
   COMMERCIAL LAW LEAGUE OF AMERICA
      105th Annual Convention
         Chateau Mont Tremblant, Mont Tremblant, Quebec
            Contact: 1-312-781-2000 or clla@clla.org

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

August 29-September 1, 1999
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      1999 Convention
         Grove Park Inn, Asheville, North Carolina
            Contact: 1-803-252-5646 or info@nabt.com

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.  


                   *********

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

Bond pricing, appearing in each Friday edition of the TCR,
is provided by DLS Capital Partners, Dallas, Texas.


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
or publication in any form (including e-mail forwarding,
electronic re-mailing and photocopying) is strictly
prohibited without prior written permission of the
publishers.   

Information contained herein is obtained from sources
believed to be reliable, but is not guaranteed.   
  
The TCR subscription rate is $575 for six months delivered
via e-mail. Additional e-mail subscriptions for members of
the same firm for the term of the initial subscription or
balance thereof are $25 each.  For subscription
information, contact Christopher Beard at 301/951-6400.  
       
          * * *  End of Transmission  * * *