TCR_Public/990219.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
    Friday, February 19, 1999, Vol. 3, No. 34


ANESTHESIA SOLUTIONS: Seeks To Retain Consultants/Experts
BISCAYNE APPAREL: Case Summary & 20 Largest Creditors
BISCAYNE APPAREL: Reports Asset Purchase Agreement to SEC
BMJ MEDICAL: Seeks Extension To Accept/Reject Leases
BP AMOCO: Announces Cutting 3,000 More Jobs

FIX CORP: Forced To File Chapter 11
FOOD COURT ENTERTAINMENT: Hearing on Disclosure Statement
GENEVA STEEL: Seeks Approval For $125 Million Financing
GEOTEK: Keeping Up With the Wireless Industry
GULFPORT ENERGY: Reports Reverse Stock Split

HJ HEINZ: Plans To Cut 3,000 to 4,000 Jobs
JPE: Selling Wheel-Nut Manufacturing Division
LEROSE AUTO: Dealership Files For Bankruptcy-Owes $1-$10M
LIVENT INC: Cablevision's Unit Making a Bid
MONTGOMERY WARD: To File Plan Without Disclosure Statement

NU-KOTE: Reports Third Quarter Results
ONEITA INDUSTRIES: Seeks To Extend Exclusivity
SGL CARBON: Committee Supports Dismissal
THE J. PETERMAN CO: Committee Taps Taft, Stettinius
THREE D DEPARTMENTS: Seeks Nod To Employ Investment Banker

TOWN & COUNTRY: Meeting of Creditors
WORLDCORP INC: Case Summary & 20 Largest Creditors
WORLDWIDE DIRECT: Committee Seeks To Employ Counsel
WORLWIDE DIRECT: First Meeting of Creditors
WORLDWIDE DIRECT: Seeks To Retain Litigation Counsel

DLS CAPITAL PARTNERS: Bond Pricing For Week Of February 15


ANESTHESIA SOLUTIONS: Seeks To Retain Consultants/Experts
The debtor, Anesthesia Solutions, Inc. seeks authority to
employ and retain Medwig Labriola & Co. as consultants/
experts in various litigation matters. The firm has already
been approved to advise and counsel the debtor with respect
to one case and the debtor believes that the firm is
familiar with the operations of the debtor, and is best
qualified to consult with the debtor in other cases.  The
firm will review all necessary documents, prepare expert
reports, consult with the debtor in preparing for, trying
and arguing the litigation and appeal, appear as an expert
witness on behalf of the debtor. The firm will charge on an
hourly basis of $145 per hour.

BISCAYNE APPAREL: Case Summary & 20 Largest Creditors
Debtor: Biscayne Apparel, Inc.
        1373 Broad Street
        Suite 312
        Clifton, NJ 07013

Type of business: Apparel Manufacturer

Court: Southern District of New York

Case No.: 99-40737    Filed: 02/05/99    Chapter: 11

Debtor's Counsel: Nicholas Kajon
                  Solomon Green & Ostrow, P.C.
                  919 Third Avenue
                  New York, NY 10022
                  (212) 319-8500
                  Richard N. Tilton
                  Greenberg Traurig Hoffman Lipoff
                  Rosen &  Quentel
                  153 East 53rd Street
                  New York, NY 10022
                  (212) 801-9225

Total Assets:           $21,300,000
Total Liabilities:      $13,092,353

No. of shares of common stock 10,997,666 - 2,190 holders

20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
First Union National Bank     Subordinated Notes  6,954,980
U.S. Bank NA                  Subordinated Notes  6,954,980
AON Risk Services             Trade debt              2,419
Harold H. Goldberg & Co.      Rent                    2,286
Bowne of Atlanta              Trade debt                790
Allied Office Supplies        Trade debt                570
American Stock Transfer & Tr. Business Expense          500
Bell Atlantic                 Business Expense          259
Corporate Financials Online,I Trade debt                175
Business Wire                 Trade debt                 60
Belmar Spring Water Co.       Trade debt                 47

BISCAYNE APPAREL: Reports Asset Purchase Agreement to SEC
Biscayne Apparel, Inc. (the "company") announced that it
and its subsidiary, M&L International, Inc. ("M&L") filed
for protection under Chapter 11.

The Company did not make the interest payment due on
December 15, 1998 relating to its 13% Subordinated Notes
due December 15, 1999. Pursuant to the Indenture for the
Subordinated Notes, the Company's nonpayment of interest
became an event of default under the Subordinated Notes.

The company has not been in compliance with the
requirements of its Loan Agreement with its bank lenders
relating to collateral coverage and levels of tangible net
worth. The Company's senior bank lenders have allowed
the Company to remain in violation of its Loan Agreement.
However, a Reservation of Rights and Waiver agreement was
entered into whereby the Company's senior bank lenders
agreed to extend credit at their discretion without waiving
any rights that arose upon the events of default.

The company previously announced that it had retained the
investment banking arm of Kurt Salmon Associates, an
Atlanta-based consultant to retailers and consumer products
companies, to advise the company on strategic alternatives.
As a result of this process, the company determined to
dispose of the majority of the assets of its subsidiaries'
Biscayne Apparel International, Inc.("BAII") and Mackintosh
of New England Co. ("Mackintosh"). The Company is in
the process of finalizing the sale and liquidation of the
remaining assets of these subsidiaries.

Biscayne Apparel Inc. announced that M&L has entered into
an Asset Purchase Agreement and an Interim Agreement with a
subsidiary of Amerex(USA) Inc. to purchase a substantial
portion of M&L's assets and operations,subject to the
approval of the Bankruptcy Court.

The Asset Purchase Agreement, dated February 5, 1999, by
and among M&L International, Inc. and M&L International
(H.K.) Limited, as Sellers and, M&L International Group,
LLC, M&L Hong Kong, Ltd. and Amerex (USA) Inc., as Buyer
and Interim Agreement, dated February 5, 1999, by and among
M&L International Inc., Amerex (USA) Inc. and M&L
International Group, LLC are available via the Internet at:

BMJ MEDICAL: Seeks Extension To Accept/Reject Leases
The debtors, BMJ Medical Management Inc., et al., seek an
extension of the time period within which the debtors must
assume or reject leases of non-residential property. As of
the petition date, the debtors were lessees or sublessees
under approximately 105 unexpired leases of non-residential
real property, which, with the exception of the lease of
their corporate headquarters, are related to the Medical

The debtors have focused on the administrative requirements
attendant to operating a business in Chapter 11.  The have
concentrated their efforts on stabilizing their businesses
and developing overall business plans.  The have also
dedicated a significant portion of their resources and
attention to adversary proceedings required to ensure that
the Medical Groups comply with their management services
agreements with the debtors.  The debtors are now
positioned to develop plans of reorganization which will
provide for recoveries to unsecured creditors.

Thus, the debtors request that the extension run to and
including July 15, 1999.

BP AMOCO: Announces Cutting 3,000 More Jobs
London - BP Amoco is eliminating 3,000 more jobs and
reported a sharp decline in fourth-quarter earnings due to
oil prices that are at a 12-year low and a downturn in the
refining and chemicals business. BP Amoco's chief
executive, Sir John Browne, said today the latest job cuts
are on top of 7,000 cuts already announced. Fourth-quarter
profit after exceptional items fell to $532 million in the
fourth quarter of 1998 from $1.62 billion a year earlier.  
The latest results reflected a $351 million charge covering
integration costs caused by the merger of the two oil

FIX CORP: Forced To File Chapter 11
Fix-Corp International Inc., Beachwood, Ohio, announced
that in an emergency hearing this week a county judge ruled
in favor of Chatham Partners Inc. to vacate a Jan. 29 order
that stayed enforcement of a New York judgement. As a
result, Chatham can begin collection proceedings against
Fix-Corp, according to a newswire report. Fix-Corp owes
about $4.1 million, and management said it had no choice
but to file for chapter 11 protection. Its four
subsidiaries are not included. Fix-Corp had been granted a
stay order in a New York court's decision confirming an
arbitrator's award in favor of Chatham Partners, pending
the outcome of an appeal. Chatham's claim against Fix-Corp
stemmed from a December 1996 agreement in which Chatham was
to act as Fix-Corp's exclusive financial advisor and
placement agent for a private placement of up to $5 million
of debt securities. As the arbitrator noted, Chatham did
not raise the funds-Fix-Corp did. However, Chatham claimed
that it was due compensation pursuant to language in the
agreement, regardless of Fix-Corp's efforts. Fix-Corp is an
international environmental-based recycler of post-consumer
high-density polyethylene (HDPE) and producer of recycled
post-consumer plastic resin. (ABI 18-Feb-99)

FOOD COURT ENTERTAINMENT: Hearing on Disclosure Statement
The hearing to consider the approval of the Disclosure
Statement shall be held before the Honorable Mary F.
Walrath, U.S. Bankruptcy Judge, in the U.S. Bankruptcy
Court for the District of Delaware, Fifth Floor, Marine
Midland Plaza, 824 Market Street, Wilmington, Delaware
19801 on March 12, 1999 at 9:30 AM.

GENEVA STEEL: Seeks Approval For $125 Million Financing
The Salt Lake Tribune reports on February 17, 1999 that
Geneva Steel began another effort Tuesday to get federal
court approval for a new $125 million financing agreement
that it desperately needs to keep its operations afloat.

The fate of the bankrupt Utah County steel mill now sits in
the hands of U.S. District Judge J. Thomas Greene, who is
expected to decide the company's future by Monday at the

But Greene also approved a motion by the U.S. Trustee's
Office to appoint an examiner to look at the future
viability of Geneva Steel and examine whether it can
successfully reorganize under federal Chapter 11 bankruptcy

The examiner is Alan Singer, a former Chapter 11 trustee
from New York who specializes in turning around troubled

Battered by foreign imports and low prices for its
products, Geneva Steel filed to reorganize under Chapter 11
on Feb. 1, saying it needed to renegotiate the terms of
hundreds of millions of dollars in debt it took on in
the past  decade as it modernized its mill.  The company's
Chapter 11 reorganization effort was thrown into turmoil
last week when U.S. Bankruptcy Court Judge John H. Allen
declined to approve the company's financing request.
But Geneva's attorneys succeeded in getting the case
removed from Bankruptcy  Court and transferred to U.S.
District Court, where new hearings now are being  held
before Greene.

Virtually everyone with a major financial stake in the
company, from major creditors to bond holders and the steel
workers union, turned out Tuesday in support of Geneva.
They will be calling witnesses and interviewing
experts over  the next several days in hopes of convincing
Greene the new financing is in the  best interest of the
company and its creditors. The only dissenting voice came
from the U.S. Trustee's Office, represented by attorney
Laurie Crandall.

She said she was concerned Geneva would be giving up too
much. The deal, which would give the lender first claim on
all of Geneva's assets, could tie the hands of a Bankruptcy
Court-appointed trustee if the company's  situation
deteriorates and it finds itself in a Chapter 7
liquidation, she  said.

GEOTEK: Keeping Up With the Wireless Industry
Nextel Communications, Inc. (Nasdaq: NXTL) today has asked
the U.S. District Court for the District of Columbia
to  vacate a 1995 Consent Decree imposing limitations on
the amount of 900 MHz spectrum Nextel can use in its
business.  The lawsuit stems from yesterday's U.S
Bankruptcy Court for the District of Delaware's decision
approving a proposed transaction in which Nextel would
purchase failed Geotek's 900 MHz Specialized Mobile Radio
(SMR) spectrum for $150 million. Nextel is seeking the
court's intervention due to the U.S. Department of
Justice's (DOJ) failure to recognize that the wireless
industry has changed dramatically since entry
of the decree and that the decree now actually reduces
competition.  Only Nextel, among the major domestic
wireless competitors such as AT&T and Sprint,
is  artificially constrained in the amount of 900 MHz
spectrum it can utilize to serve consumers.

"There is no sound antitrust rationale for limiting
Nextel's ability to compete in the advanced wireless
industry," said Dan Akerson, chairman and CEO of  
Nextel.  "The mere fact that Nextel had its roots in the
analog dispatch business does not provide a sound policy
basis for treating Nextel differently from the cellular and
PCS carriers with whom we must compete.  We believe that  
the marketplace is the right place for making these

The origins of the consent decree were rooted in the DOJ's
concerns that Nextel's acquisitions in the market for
traditional analog dispatch services would enable it to be
the dominant provider of low-tech dispatch service and  
DOJ's skepticism that Nextel would ever build an advanced
digital mobile network.  Those concerns clearly have no
basis in fact.  Nextel has built the largest guaranteed
all-digital wireless network in the United States.

Since the Consent Decree became effective, there have been
a number of significant developments that have radically
changed the competitive landscape in the wireless industry.   
In 1995, the FCC finalized its rules for the Commercial
Mobile Radio Service (CMRS), a new carrier classification
mandated by the regulatory parity provisions of the Omnibus
Budget Reconciliation Act of 1993.  The CMRS was crafted to
include the so-called Enhanced Specialized Mobile Radio
(ESMR) providers (such as Nextel) in the same regulatory
classification with cellular and PCS licenses. In its  
CMRS rules, the FCC specifically rejected service
requirements or limits on carriers, preferring instead to
allow market forces to determine how carriers  
would employ their spectrum.  The FCC set a spectrum cap of
45 MHz on CMRS carriers, presuming firms to accumulate
cellular, PCS and SMR spectrum up to the cap.  Even if
Nextel were to acquire all the spectrum available for SMR
at 900 MHz, it would fall far short of the spectrum cap.

GULFPORT ENERGY: Reports Reverse Stock  Split
Gulfport Energy Corporation, f/k/a WRT Energy Corporation
provides an information statement to the stockholders  of
Gulfport  Energy, that on January 21, 1999, the  Board of
Directors of the company approved certain amendments to the
Company's  certificate of  incorporation.  The amendments
will effect a 50 to 1 reverse stock split of the issued and
outstanding shares of the Company's common stock, par value
$0.01 per share.

Under Delaware law, the affirmative vote of the holders of
a majority of the outstanding  shares of the Company's
Common Stock is required to approve the Amendment.  On
January 25, 1999, in accordance with Delaware law, the
holders of a majority of the outstanding shares of the
Company's Common Stock executed a written consent approving
the Amendment

The effect of the proposed Reverse Stock Split will be to
reduce the number of shares of Common  Stock  outstanding  
without a change in the par value of Common Stock. The
Board of Directors believes that the Reverse Stock Split
will increase the marketability and liquidity of the Common

HJ HEINZ: Plans To Cut 3,000 to 4,000 Jobs
H.J. Heinz Co. plans to eliminate 3,000 to 4,000 jobs  
during the next four years, sell its Weight Watchers diet
classes and close some factories to increase its profits.
Heinz officials said the company will concentrate on its
food products, including Heinz ketchup and Ore-Ida
potatoes. The plan aims to generate more than $2.5 billion
over four years to reinvest in  Heinz brands, and $100
million to market products in other countries.

JPE: Selling Wheel-Nut Manufacturing Division
Financially troubled auto supplier JPE Inc. has reached an
agreement to sell its wheel-nut manufacturing division to
an Illinois company. MacLean-Fogg Co. will buy JPE's
Industrial & Automotive Fasteners Inc. for an undisclosed
amount of cash. JPE, which earlier sold its Canadian
division and has two other divisions in bankruptcy, says
proceeds from  the IAF sale will be used to pay bank debt.
IAF customers include General Motors, Ford,
DaimlerChrysler, Toyota and Honda. MacLean-Fogg makes
fasteners and other products including wheel nuts.

LEROSE AUTO: Dealership Files For Bankruptcy-Owes $1-$10M
The Charleston Gazette reports on February 17, 1999 that  
the continuing financial crisis of Summersville's LeRose
family began a new chapter last week, when one of its auto
dealerships filed for bankruptcy.  Summersville Mayor Steve
LeRose and his four brothers have been fighting to postpone
auctions of their businesses and personal property since
late last year. Two years ago, LeRose surprised political
observers when he resigned as chairman of the state
Republican Party.

A few days earlier, investigators from a Princeton bank
discovered $3.4 million in alleged "payments system fraud"
by LeRose and other family members. Rodney L. LeRose was
president of LeRose Nissan-GMC Trucks Inc., the dealership
that filed for Chapter 11 bankruptcy on Thursday.

That filing will protect the remaining assets of LeRose
Nissan from creditors and possible foreclosures until
federal bankruptcy officials hold formal hearings.
Rodney LeRose signed the three-page document filed with
federal bankruptcy officials in Charleston.  That document
revealed that LeRose Nissan owes creditors between $1
million  and $10 million, while its assets are worth
between $500,000 and $1 million.  Rodney LeRose reported
that his company has between 16 and 49 creditors.

The initial bankruptcy filing did not list any specific
creditors or debts owed. Those forms should be filed within
the next several days. Bankruptcy officials have not yet
scheduled hearings. Rodney LeRose did not return a
telephone message left at LeRose Nissan in Summersville on
Tuesday afternoon. John Charnock, a Charleston lawyer who
represents Rodney LeRose, declined to comment on the case.
The bankruptcy filing came days after the latest scheduled
auctions of LeRose Nissan and other LeRose family
properties. There have been three postponements of auctions
since early January. Princeton Community Bank is attempting
to cash in on several deeds of trust against LeRose Nissan,
LeRose Ford Ltd., LeRose Motors and LeRose Brothers Ltd.

The bank is also attempting to auction homes owned by all
four LeRose brothers: Steve, Rodney, Douglas Mark and
Timothy Wayne. Princeton Community Bank began pursuing
legal action after it discovered the alleged "payments
system fraud" perpetrated by Steve LeRose, Rodney LeRose
and other family members. The LeRoses were kiting bank
loans, according to the bank's 1996 annual report. The
LeRoses had signed 40 deeds of trust on business properties
and personal homes in Summersville.

Jerry J. Cameron, a Bluefield lawyer who represents the
bank, has declined to discuss the bank's actions.
The LeRose family is also facing two lawsuits. In October,
Ford Motor Credit Co. sued them for $4.5 million for
selling vehicles but never paying Ford for them.
In January 1998, Chrysler Financial Corp. filed a similar
action, seeking repayment of more than $400,000 for cars
the LeRoses sold. First Community Bank's 1996 annual report
stated, "The transactions commonly referred to as a 'kite'
involved the transfer of nonexistent funds between a  
subsidiary bank of the company and a third party to cover
existing overdrafts."

Steve LeRose ran into similar problems when he was chairman
of Evergreen Federal Savings in Charleston. Evergreen
Federal Savings left taxpayers with a $2.4 million bill
when U.S. Office of Thrift Supervision agents seized the
bank on Sept. 13, 1991. Federal agents immediately removed
LeRose as bank president. In 1987 and 1988, Evergreen lent
more than $5.7 million to customers who purchased vehicles
from LeRose and fellow Evergreen Director C.E. White, who  
owned White Dodge in Charleston and interests in four other
car dealerships. Many of those loans went to car buyers
with poor credit ratings who were unable to obtain loans
from other banks. Many loans to these customers
were  never repaid to Evergreen.

LIVENT INC: Cablevision's Unit Making a Bid
Cablevision System Corp.'s Madison Square Garden (MSG) unit   
owner of the National Hockey League (NHL) New York Rangers,
the National Basketball Association (NBA) New  
York Knicks, and other sports properties is prepared to
make a bid for the bankrupt Livent Inc. theater company.
Other companies with sports properties interested in Livent
include The Walt Disney Co. and SFX Entertainment.

Cablevision has in fact had an attorney at the Livent
bankruptcy proceedings, and Cablevision investment banker
Bear Stearns was looking into the company before the
bankruptcy filing in November 1998.

To get its hands on Livent a vertically integrated theater
company responsible for Ragtime and scores of other shows   
MSG will have to best competitors that include Stoll Moss
from the United Kingdom. Livent could go for up to $120
million, according to sundry analysts, but at that number
one of the principals, Hollywood superagent turned
supermanager Michael Ovitz, would have to take a loss.

Ovitz will need all the capital he can get his hands on:
his is one of three groups vying for the 32nd National
Football League (NFL) franchise. Ovitz would
bring a team to Carson, California, outside Los Angeles,
but  first he has to best a competing bid tied to a
renovated Los Angeles Memorial Coliseum, and a  
third bid from a group in Houston, Texas, with deep
pockets. (Interactive Sports - 02/17/99)

MONTGOMERY WARD: To File Plan Without Disclosure Statement
Montgomery Ward & Co. is seeking approval to file its
reorganization plan without an accompanying disclosure
statement and would instead file the statement at its
discretion at a later time. "The Debtors are in the process
of preparing a plan of reorganization (the "Plan"), as well
as a disclosure statement, and expects to file the Plan in
the near term," asserts the Feb. 16 motion. "However, it is
not certain at this junction that the disclosure statement
will be filed at the same time as the Plan." If that
happens, the motion continues, it would be in the best
interest of Montgomery Ward, its estate, and all parties in
interest, for the retailer to have authority, in its
sole discretion, to file the plan prior to the filing of a
disclosure statement. (The Daily Bankruptcy Review and ABI
Copyright c February 18, 1999)

NU-KOTE: Reports Third Quarter Results
Nu-kote Holding, Inc. (OTC Bulletin Board: NKOT) reported
its results for the fiscal quarter ended December  
25, 1998.  Net sales for the quarter ended December 25,
1998, were $59.2 million, a decline of $11.6 million or
16.3% over the quarter ended December 26, 1997.

Worldwide sales of non-impact supplies accounted for 56.8%
of total sales for the quarter ended December 25, 1998,
compared to 58.8% of total sales in the quarter ended
December 26, 1997.

For the quarter ended December 25, 1998, the Company
recognized a net loss of $9.8 million, which was favorable
to the net loss of $15.0 million reported in  
the previous year period.  The decrease in net loss is
directly attributable to: (1) improvement in gross margins;
(2) lower selling, general and administrative spending; (3)
reduced restructuring expenses; and (4) the non-recurring
loss of $4.1 million realized in the prior year relative to
the sale of the Company's components business.

Net sales for the nine months ended December 25, 1998, were
$178.5 million, a decline of $44.7 million or 20.0% over
the nine months ended December 26, 1997.

Worldwide sales of non-impact supplies accounted for
approximately 55.9% of total sales for the nine months
ended December 25, 1998, compared to 59.7% of  
total sales in the nine months ended December 26, 1997.

For the nine months ended December 25, 1998, the company
recognized a net loss of $27.1 million, compared to the net
loss of $31.5 million realized in the previous year period.  
This improvement on substantially lower sales is  
attributable to the following favorable items: (1) reduced
selling, general and administrative spending, and research
and development expenses; (2) restructuring costs of $3.3
million incurred in the prior year period as compared to
$0.4 million in the current year period; (3) the non-
recurring extraordinary loss of $2.5 million realized in
the second quarter of the prior year relative to the early
extinguishment of debt; and (4) the loss of $4.1  
million realized in the prior year relative to the sale of
the Company's components business.  The above were
partially offset by greater interest costs
incurred during the nine months ended December 25, 1998.

On November 6, 1998, Nu-kote and its U.S. operating
subsidiaries filed voluntary petitions for protection under
Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the Middle District of Tennessee in  

Nu-kote manages a global portfolio of companies in the
imaging supplies industry. Nu-kote produces supplies for
printers, copiers, fax machines and inkjet printers
primarily in North America and Europe.

ONEITA INDUSTRIES: Seeks To Extend Exclusivity
The debtor, Oneita Industries, Inc. seeks a court order
further extending its exclusive periods to file and to
solicit acceptances with respect to a plan of
reorganization.  A hearing on the motion will be held on
March 3, 1999 at 10:00 AM.

In support of being granted the extension, the debtor
states that it is continuing to pursue a plan acceptable to
its major prepetition secured creditors.  The debtor is
also seeking exit financing as well as exploring
transactions with potential equity investors.  The debtor
is continuing to achieve cost reductions, and while it is
fully drawn under the Foothill DIP facility, it is
negotiating with Foothill and the lenders to obtain
additional working capital.  The debtor is performing
satisfactorily from an operational standpoint and its
financial condition is difficult but stable.

The debtor states that it will be in a much better position
to confirm a plan after it has a better idea of what the
results of its busy selling season, which is coming up,  
will be.  The debtor has already agreed that the lenders
may file a plan that has the support of a majority of the
lenders holding at least 2/3 of the lenders' aggregate
claims, and seeks to extend the lenders' co-exclusive

The debtor requests that the court extend its exclusive
period to file or solicit acceptances of a plan of
reorganization through May 19, 1999.

SGL CARBON: Committee Supports Dismissal
The Official Committee of Unsecured Creditors of the
debtor, SGL Carbon Corporation alleges that the debtor is
financially healthy and filed this case solely to pressure
antitrust claimants to settle their claims on the debtor's
terms.  The Committee states that the debtor does not
dispute these facts.  The Committee argues that the Chapter
11 case serves no valid reorganization purpose and should
be dismissed.

THE J. PETERMAN CO: Committee Taps Taft, Stettinius
The Official Committee of Unsecured Creditors of The J.
Peterman Company applies to the court for entry of a court
order approving the employment of Taft, Stettinius &
Hollister LLP as attorneys for the Committee under a
general retainer.

The Committee requests that the debtor be authorized to pay
the firm a retainer in the amount of $50,000 which will be
held in escrow for application to the amount of final
compensation. The current hourly rates of the professionals
with primary responsibility for the case range from $170 to
$210 per hour.  

THREE D DEPARTMENTS: Seeks Nod To Employ Investment Banker
Three D Departments, Inc., intends to file its application
for authority to employ an investment banker, Heartland
Financial Corp.

The debtor seeks the assistance of Heartland in the
formulation of business strategy, in preparation of a
financial package for potential investors, in
identification of qualified selected prospective buyers or
investors, to contact and pursue prospects on a basis
acceptable to the debtor, and for assistance in the
negotiation and closing of a transaction or series of
transactions acceptable to the debtor.

The parties agree to a $12,500 payment per month, and a
success fee, and a Break-Up fee, both fees to be calculated
according to a set formula.

TOWN & COUNTRY: Meeting of Creditors
The meeting of creditors of the debtor, Town & Country Fine
Jewelry Group, Inc., is set for February 18, 1999 at 1:00
PM.  The location of the meeting is the Thomas P. O'Neil
Federal Building, 10 Causeway Street, Room 1190, Boston,
Massachusetts 02222.  The debtor's attorney is Daniel C.
Cohn, Cohn & Kelakos, 265 Franklin Street, Boston,
Massachusetts 02110.

WORLDCORP INC: Case Summary & 20 Largest Creditors
Debtor:  Worldcorp, Inc.
         13873 Park Center Road, Suite 490
         Herndon, Virginia 20171

Type of business: A holding company. It owns, directly or
through a majority owned subsidiary, interests in World
Airways, Inc. a provider of air transport outsourcing
services; The Atlas Companies, Inc., formerly known as
Paper Acquisition Corp., a maker of specialty papers; and
InteliData Technologies Corporation, a marketer of
telecommunications products and services.

Court: District of Delaware

Case No.: 98-298    Filed: 02/12/99    Chapter: 11

Debtor's Counsel: William J. Perlstein, Esq.
                  Wilmer, Cutler & Pickering
                  2445 M Street, NW
                  Washington, DC 20037-1420
                  (202) 663-6000

Total Assets:           $21,982,539
Total Liabilities:     $115,174,950

No. of shares of common stock  13,900,696

20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
Boston EquiServe                 Trade Debt          7,123
Cananwill, Inc.                  Trade Debt        252,982
Charles E. Smith, Inc.           Trade Debt          2,495
Deloitte & Touche LLP            Trade Debt          2,950
Fairfax County                   Trade Debt          9,035
Georgeson & Co. Inc.             Trade Debt            750
Gorog, William                   Trade Debt        125,000
Hunton & Williams                Trade Debt        175,781
KPMG Peat Marwick, LLP           Trade Debt        256,085
L.H. Friend, Weinress & Frank    Trade Debt         37,500
LeClain Ryan                     Trade Debt          8,761
Norwest Bank Minn.     Sr. Subordinate Debt      5,358,333
Norwest Corporate Trust      Management Fee         16,438
PR Newswire                      Trade Debt            716
State Street Bank          Subordinate Debt     70,118,750
State Street Bank            Management Fee          4,805
State of Delaware                Trade Debt         35,000
The Equitable                    Trade Debt          2,534
World Airways                    Trade Debt        549,589

WORLDWIDE DIRECT: Committee Seeks To Employ Counsel
The Official Committee of Unsecured Creditors of Worldwide
Direct, Inc., a Delaware corporation, its parent company,
SmarTalk Teleservices, Inc. and subsidiaries, fled an
application  or authority to employ counsel for the
committee, Munsch Hardt Kopf & Harr, PC.

The Committee will pay the firm its customary hourly fees
which range from $300 per hour for shareholders to $50 per
hour for law clerks.

WORLWIDE DIRECT: First Meeting of Creditors
In the case of Worldwide Direct, Inc., et al., a first
meeting of creditors is scheduled for March 5, 1999 at 2:30
PM at the J. Caleb Boggs Federal Building, 844 King street,
Room 2313, Wilmington, Delaware 19801.

WORLDWIDE DIRECT: Seeks To Retain Litigation Counsel
Worldwide Direct, Inc., et. al. seeks to retain Alan J.
Stone and other attorneys of the firm Morris, Nichols,
Arsht & Tunnell as special litigation counsel to protect
their interests with respect to the Telemac litigation.  
Because the firm has already provided services to the
debtors in connection with Telemac's pending motion for
relief from the stay, the debtor's seek approval to retain
the firm nunc pro tunc to the Petition Date.  The firm will
charge the debtors its regular hourly rates that range from
$425 per hour for partners to $170 per hour for associates.  
The hourly rates for the attorneys working on the case
range from $425 per hour to $260 per hour.

DLS CAPITAL PARTNERS: Bond Pricing For Week Of February 15
Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07                  11 - 14 (f)
Amer Pad & Paper 13 '05                59 - 61
Amresco 9 7/8 '05                      77 - 80
Atel 0/14 1/2 '04                      14 - 16
Asia Pulp & Paper 11 3/4 '05           66 - 67
Boston Chicken 7 3/4 '05                6 - 7 (f)
Brunos 10 1/2 '05                      14 - 16 (f)
Cityscape 12 3/4 '04                   13 - 15 (f)
E & S Holdings 10 3/8 '06              42 - 45
Globalstar 11 1/4 '04                  68 - 70
Geneva Steel 11 1/2 '01                22 - 24 (f)
Hechinger 9.45 '12                     44 - 47
Hills 12 1/2 '02                       97 - 98
Loewen 7.20 '03                        59 - 62
Mobilemedia 9 3/8 '07                  13 - 18 (f)
Penn Traffic 8 5/8 '03                 48 - 50 (f)
Planet Hollywood 12 '05                28 - 31
Royal Oak 12 3/4 '06                   20 - 30 (f)
Samsonite 10 3/4 '08                   77 - 79
Service Merchandise 9 '04              25 - 26
Sunbeam 0 '18                          11 - 12
Trism 10 3/4 '00                       47 - 50
Trump Castle 11 3/4 '05                78 - 80
Zenith 6 1/4 '11                       26 - 29 (f)


The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to 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

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  * * *