 
/raid1/www/Hosts/bankrupt/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.  
       
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