TCR_Public/990226.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 26, 1999, Vol. 3, No. 39


ADVANCED TECHNOLOGIES: Blames State For Bankruptcy Filing
ATLAS CORP: Court Authorizes Sender & Wasserman
BRUNO'S: Seeks Authorization To Sell Real Property
CALDOR: KMart To Buy 11 Stores
CODED COMMUNICATIONS: Converted To Chapter 7

COMMERCIAL FINANCIAL: Order Extends Lease Decision Time
CROWN VANTAGE: Plantegent Capital Sees Risk of Default
FASTCOMM CORP: Disclosure Statement Approved
FRETTER INC: Entry of Confirmation Order
HAYES: World HQ Public Auction Set For 3/17 and 3/18

LEVITZ FURNITURE: Seeks Extension To Assume/Reject Leases
MARVEL ENTERPRISES: Completes Rule 144A Offering
PARAGON TRADE: Stipulation and Order Extend Exclusivity
PEGASUS GOLD: Successor Picks President
RAND ENERGY: Thomas Tools Objects To Sale Free and Clear

RIVER OAKS: BDO Seidman Objects To Sale
SALANT CORP: Supreme Int'l To Buy Manhattan and John Henry
SANTA FE GAMING: Announces Filing By Pioneer Finance
THE J.PETERMAN: Taps Keen Realty Consultants
THE J. PETERMAN: Taps Schottenstein/Bernstein and Ozer

THE SCORE BOARD: Court Extends Interim Financing
WORLDWIDE DIRECT: Committee Objects To Additional Committee

DLS CAPITAL PARTNERS: Bond Pricing For Week Of February 22


ADVANCED TECHNOLOGIES: Blames State For Bankruptcy Filing
Advanced Technologies International Inc., one of Kentucky's
largest  underground tank removal firms filed for
bankruptcy reorganization, blaming the state Public
Protection and Regulation Cabinet for refusing to pay it
more than $35 million from a public fund.

Company officials said that the state has dragged its feet
and won't pay for work the company has done over the past
four years.  ATI's parent company is Delaware-based
Technnologies International Holdings Inc.  The parent
company also owns Meridian Transport Co., which contracts
with ATI to haul contaminated soil.  Meridian also filed
for bankruptcy.  The company says it completed more than
$37 million worht of tank removal projects in the state
last year.  The state argues that ATI hasn't been able to
provide necessary documentation to justify what it pays
Meridian on some projects.  The state backed out of an
agreement to enter into binding arbitration.  

ATLAS CORP: Court Authorizes Sender & Wasserman
On February 22, 1999, the court approved the application of
Atlas Precious Metals Inc. to employ Sender & Wasserman PC
as counsel for the debtor, nunc pro tunc to January 26,

BRUNO'S: Seeks Authorization To Sell Real Property
The debtors, PWS Holding Corporation and Bruno's , Inc. et
al., seek authorization to sell 6.8 acres of nonresidential
real property and related improvements located in
Crestview, Florida to Robert Blackerby & Associates LLC for
$1.41 million in cash.  This sale transaction represents
the best offer that the debtors received for the property.

Prior to August 1998, the debtors operated a Food World
Suprermarket.  At that time, the debtors closed the Food
World supermarket located on the Crestview property as a
result of poor operating performance due to increased
competition.  The debtors request authorization for the
sale asserting that the transaction is in the best interest
of the debtors and their creditors.

CALDOR: KMart To Buy 11 Stores
Kmart Corp. will by 11 stores for $75 million from  
Caldor Corp., which is currently selling all of its 145
stores as it goes out of business for good.

The deal, announced Thursday, includes stores in
Connecticut, Massachusetts, New York, New Jersey and
Delaware and is subject to a bankruptcy court
approval expected within 60 days, said Kmart spokesman
Robert Burton.

If approved, Kmart said it would acquire the operating
leases, fixtures and equipment at the 11 stores after
inventory clearance and would convert the stores "as soon
as possible," Burton said.

Last month, Caldor announced that it would close its doors
as the discount retailer struggled to revive its ailing
company. More than 20,000 Caldor employees will lose their

After three years of operating under Chapter 11 bankruptcy
court protection, the decision to liquidate followed the
refusal of a group of creditors to agree to a plan of

The Norwalk, Conn.-based company has started to sell off
its holdings. On Tuesday, Caldor sought approval to sell
Kohl's 33 stores in New York, New Jersey, Connecticut and
Maryland for $142 million. Wal-Mart wants to buy 12 stores
in Connecticut, Massachusetts and New York for $72.9

Including today's Kmart purchase, that leaves Caldor with
89 of its 145 stores still left to sell.

The stores in the Kmart offer include seven in New York,
specifically in Yorktown Heights, Mahopac, Pelham Manor,
Woodmere, Middle Village, Bronx, and  White Plains.

The remaining stores in the offer are in Salem, Mass.; West
Orange, N.J.; Bristol, Conn.; and Wilmington, Del.

CODED COMMUNICATIONS: Converted To Chapter 7
The San Diego Union And Tribune reports on February 24,
1999 that Carlsbad's Coded Communications, once a promising
wireless communications company, was put into Chapter 7
bankruptcy liquidation on February 23, 1999 in
Wilmington, Delaware.

The company had filed for Chapter 11 reorganization in
December, seeking recapitalization, but then abruptly
closed down operations one week ago. It left a recorded
phone message saying that it and a subsidiary, Decom
Systems, were going out of business.

Late yesterday in U.S. Bankruptcy Court in Wilmington, all
the Coded operations, including Decom, were put into
Chapter 7, according to Wilmington attorney Steven Spence.

Thirty people in San Diego and four in Florida lost their
jobs, but employment had been dwindling for some time. In
April 1995, the financially ailing company laid off almost
half of its 128 employees.

The Chapter 7 filing "was a result of our inability to
continue with the consent of creditors to operate," says
Spence. A Texas-based lender, Renaissance Capital Partners,
"objected to continued use of cash collateral. We
were using existing cash and accounts receivables, but they
claimed to have a lien on them."

When Coded filed for Chapter 11 in December, it said it had
more than $1 million in orders. They will not be filled for
lack of money, says Spence. He does not know the value of
assets. "We expect there will be interest on the  
part of various parties to at least consider purchasing
intellectual property assets," he says. Also, there are
opportunities for companies to service the Coded systems
that are already in place. The company, founded in 1971,
produced wireless communications equipment and systems used
by police forces, trucking companies and the like. Through
the company's equipment, a dispatcher would know the exact
position of every vehicle in a fleet; each driver would
also know his or her position in relation to others.

Police officers in the field could access critical
government information through the system. Fire departments
could incorporate map graphics into the Coded operation.

Decom Systems made aerospace telecommunications equipment.

In 1994, Coded's stock was delisted by Nasdaq. However, the
company kept assuring investors that new capitalization was
right around the corner. A massive tax-loss carryforward
buoyed the stock somewhat during the period. The  
next year, Coded announced a widespread restructuring, the
closing of most foreign offices and massive layoffs.

In 1996, Mexico-based Grupo ISA bought 78 percent of the
company's stock and assumed control. The company then got
some significant orders in Mexico.

In February of last year, chief executive Gary Luick left
the company. He was replaced by Hugo Camou, chairman of
Grupo ISA. Camou's assistant, Fernando Pliego, became
executive vice president of administration. In August of
last year, the company reported that through the year's
first half, it had lost $3.4 million on sales of less than
that, or $3 million, down from $7 million a year

However, Pliego said then that the poor results reflected
"previous marketing and operating strategies that did not
produce results in the expected time frame." He went on to
predict that Coded would "experience a high rate of  
growth over the next three years."

However, by December, "the only engineers bright enough to
understand their systems were long gone," says a San Diegan
who was close to the company. As of yesterday, Grupo ISA
still had the majority of the stock, says Spence.

COMMERCIAL FINANCIAL: Order Extends Lease Decision Time
The Honorable Dana L. Rasure, Chief Judge of the U.S.
Bankruptcy Court for the northern District of Oklahoma
entered an order granting the debtor, Commercial Financial
Services, Inc. an extension of its time in which to assume
or reject unexpired leases and executory contracts subject
to 11 USC Sec. 365 (d)(4) until the Effective Date of any
plan of reorganization.

CROWN VANTAGE: Plantegent Capital Sees Risk of Default
Plantagenet Capital Management LLC announced that it has
made an amended 13-D filing with the Securities and
Exchange Commission regarding its ownership of 8.2% of the
common stock of Crown Vantage (Nasdaq: CVAN).  Crown
Vantage was created in a spinoff in 1995 from James River
Corp., which now does business as Fort James Corp. (NYSE:
FJ), and is a major holder of Crown Vantage's debt.

In a letter to Robert Olah, President of Crown Vantage, C.
Derek Anderson, Senior Managing Partner of Plantagenet,
said, "The Company is struggling with a burden of debt
exceeding $500 million and is now at risk of going into
default  on some of its debt covenants by the end of the
first quarter of 1999. The debt includes more than $80
million of pay-in-kind ('PIK') notes that continue to  
dilute equity.  Meanwhile, the Company's share price has
declined dramatically,  resulting in a total market
capitalization of less than $25 million."

As discussed in the letter, which was included in the
filing, Plantagenet has recommended that Crown Vantage take
the following steps:

* Securitize future cash flows from some of its plants and
channel the proceeds towards the retirement and refinancing
of existing debt.

* In this regard, Plantagenet has developed a plan to
achieve monetization of some of the Company's specialty
paper plants.  As part of Plantagenet's plan, certain
plants and assets would be transferred out of the Company
and placed in a new entity, or Special Purpose Vehicle
("SPV").  The Company would own less than 50% of the SPV,
while the controlling stake would be held by a syndicate of

* Plantagenet's proposed SPV would enter into contractual
relationships to obtain pulp at fixed prices for 5 to 10
years.  These relationships would link the Company's mills
with pulp producers.  Plantagenet has identified several
facilities that are in need of markets for their pulp.

* Having hedged its input prices, the proposed SPV would
proceed to do the same with its selling prices by entering
into a swap contract with an industry leader to lock in
fixed prices for these products over 5 to 10 years.  During
this period, the SPV would continue to sell products to
its customers as before.

* With both input and output prices determined for 5 to 10
years, the SPV could borrow against the known future income
stream from a banking syndicate, using the proceeds to
retire the PIK notes and part of the other high interest

* The SPV would amortize the loan over the life of the pulp
and swap contracts.  At the end of the period, the cycle
could be renewed with a similar loan or the SPV could be
sold.  Throughout the term of the contracts, the Company
would continue to operate its facilities as before under
management and service contracts.

Crown Vantage, based in Oakland, California, is a supplier
of paper for the printing, publishing, specialty packaging
and converting segments.

Plantagenet Capital Management LLC, based in San Francisco,
is a private equity firm focused on strategic buyouts and
turnaround situations.  

FASTCOMM CORP: Disclosure Statement Approved
The disclosure statement filed by the debtor, Fastcomm
Communications Corporation, on February 16, 1999 is
approved by order of the Bankruptcy Court of the Eastern
District of Virginia, Alexandria Division on February 17,
1999.  March 12, 1999 is fixed as the last day for filing
written acceptances or rejections of the plan. March 19,
1999 at 9:30 AM is fixed for the hearing on confirmation of
the plan.

The debtor's third amended plan of reorganization provides  
for the treatment of each Class as follows:

Class 1: Allowed Unsecured Nonpriority claims of
convertible debenture holders. Impaired.  The holders of
Class 1 claims will be required to convert all outstanding
debentures within 6 months of the Effective Date.  The
conversion shall be at market price.  Upon conversion the
Reorganized Debtor will also issue warrants at 125% of the
closing price on the day of conversion.

Class 2: Allowed Unsecured Nonpriority Claims Equal or Less
than $1,000. Impaired. These claims total approximately
$19,000. Paid in full within 30 days from the Effective

Class 3: Allowed Unsecured Nonpriority Claims Greater than
$1,000.  Impaired.  Holders of Allowed Class 3 claims will
receive a combination of cash and securities in full
satisfaction of their claims.  Reserves shall be
established from the escrowed New Equity funds equal to 12%
of all disputed, unliquidated or contingent Class 3 claims.
After such adjudication or settlement, Allowed Class 3
claimants will receive 13% of all allowed claims.  After
initial distribution of 25% of all claims, each claimant
shall receive a debenture issued by the reorganized debtor
in the face amount of the remaining 75% of each allowed

Class 4: Contingent claim of the SEC. Not impaired.
FastComm continues to work with the SEC to settle a certain
matter regarding a civil injunctive action against Fast
Comm and certain of its past and current officers for
violations of the federal securities laws.  To date, no
such action has been filed.

Class 5: Allowed interests of equity security holders.  
Impaired.  The equity security holders shall retain their
respective interest in FastComm as of the Effective Date.  
The plan provides for the dilution of their interests in
the reorganized debtor.

FRETTER INC: Entry of Confirmation Order
On February 19, 1999 the U.S. Bankruptcy Court for the
Northern District of Ohio, Eastern Division entered an
order confirming the third amended joint liquidating plan
of Fretter, Inc. and its subsidiary debtors.

HAYES: World HQ Public Auction Set For 3/17 and 3/18
Emerald Asset Management, LLC has been appointed by the
United States Bankruptcy Court to conduct a two-
day  public auction of the Hayes' World Headquarters
facilities in Norcross, GA. The auction is schedule for
March 17 and 18, 1999.

This two-day auction event features:  Automatic Insertion,
Manufacturing Equipment, Large Scale Testers, Optical
Inspection, Electronic Test and Measurement, Personal
Computers and Executive Office Furnishings and Facility  

LEVITZ FURNITURE: Seeks Extension To Assume/Reject Leases
The debtors, Levitz Furniture Incorporated, et al., seek an
extension of time within which the debtors may assume or
reject unexpired leases of nonresidential real property.

The debtors seek an order extending for approximately 100
days, until and through July 7, 1999, the time within which
the debtors must move to assume or reject all of their
remaining unexpired leases.  The debtors need the
additional time because they are currently making
significant operational changes that will affect any
decision regarding  the unexpired leases, they are
presently negotiating the terms of a potential sale and
leaseback transaction involving a significant number of the
properties subject to the unexpired leases, and the
proposed amendment to the DIP facility requires an
extension of this deadline.

To date, the debtors have disposed of over 25% of their
initial 105 leases.    The requested extension provides the
debtors with an opportunity to actively market 20 closing

MARVEL ENTERPRISES: Completes Rule 144A Offering
Marvel Enterprises, Inc. (NYSE: MVL) announced that it has
completed its previously announced offering of $250 million
of 12% Senior Notes due 2009.  The Senior Notes are non-
callable for five years.  A portion of the proceeds from
the offering will be used to repay the remaining $185
million of the short-term bridge loan indebtedness incurred  
by the Company in October 1998 to finance its acquisition
of Marvel Entertainment Group, Inc. Additionally, the
proceeds will be used for working capital and general
corporate purposes.

Eric Ellenbogen, President and CEO of Marvel, commented,
"With the placement of these Notes and the payoff of our
bridge loan, Marvel leaves behind the last significant
vestige of its emergence from bankruptcy.  We are very
pleased with  the solid endorsement of our business plan by
Marvel's Note holders, evidenced  by their commitment to
this long-term financing.  The resulting capital structure
links perfectly with our strategic growth objectives."

Mr. Ellenbogen continued, "We are putting together a
strong, experienced management team that is focused on
maximizing Marvel's prized assets.  We believe the
potential of our world-renowned character library remains
largely unrealized.

"Among our media-driven initiatives are film and television
productions financed by third-parties; the expansion of our
on-line presence and pursuit of interactive media
opportunities; and, the creation and distribution of an
animated programming library based on our characters.  In
the last month alone, X-Men and Fantastic Four movies have
been announced by 20th Century Fox, a Blade sequel is being
made by New Line Cinema, and two new television series,
Avengers and Spiderman, are in production and will premiere
on the Fox Kids network this fall.

"In addition, we are refocusing Toy Biz's operations on
higher margin toys and more Marvel properties.  We are
streamlining the business by discontinuing non-core
operations and concentrating on our core licensing, comic
book publishing and toy businesses."

The Senior Notes have not been and will not be registered
under the Securities Act of 1933 and may not be offered or
sold in the United States absent registration or an
applicable exemption from registration requirements.

PARAGON TRADE: Stipulation and Order Extend Exclusivity
The Bankruptcy Court for the Northern District of Georgia,
Atlanta Division, entered an order in the case of Paragon
Trade Brands, Inc. extending the Plan Exclusive Period
through and including March 19, 1999.  The Solicitation
Exclusive Period is extended through and including May 19,
1999.  If there is no objection filed by March 12, 1999,
the periods will automatically be further extended to an
including April 19, 1999 and July 31, 1999 respectively.

PEGASUS GOLD: Successor Picks President
The Spokesman Review reports on February 23, 1999 that  Ron
Parker, a 23-year veteran of the mining industry, is the
new president of Apollo Gold Inc.  The company is the
successor of Pegasus Gold Corp., the Spokane- based company
that filed for bankruptcy last year.  Parker will oversee
the operation of three remaining mines - Montana Tunnels
and Diamond Hill in Montana, and Florida Canyon in Nevada.

"I view it as an emerging gold company," said Parker, who
hopes to produce 230,000 ounces of gold this year at cash
costs of $240 per ounce. Beyond that, Parker said, he'll
look for opportunities to "build critical mass" and
shareholder value through mergers. With gold prices at 20-
year lows, the industry is in a period of consolidation,
Parker said.

Apollo Gold is a private company owned by banks and large
creditors of the former Pegasus Gold Corp. Parker was hired
as a consultant during the bankruptcy process and later
chosen as president.

He is a former vice president of Homestake Mining Co. He
was also president of Prime Resources, a Canadian mining
company that is partially owned by Homestake. Parker
replaces former Pegasus President and CEO Werner Nennecker,
who has left the company.

Officials would not comment on the terms of his departure.
However, according to bankruptcy documents, Nennecker was
to receive the equivalent of a year's salary, $350,000, in
severance pay; a $490,000 bonus; 12 months of continued
benefits; and up to a year of job-search assistance.
The payments were part of a controversial, $5 million
severance and retention package for 25 top employees
approved by the bankruptcy judge.

Pegasus filed for Chapter 11 protection in January 1998
following $500 million in losses the previous year due to
low gold prices and problems at an Australian mine.
A plan approved in December reorganized Pegasus' three
operating mines into Apollo Gold and set up a separate
company, Reclamation Services, to clean up two closed
mines. Remaining company assets are being liquidated to pay
off creditors.

Apollo Gold employs about 400 people in Montana and Nevada
and 15 at company headquarters in Spokane, Parker said.

RAND ENERGY: Thomas Tools Objects To Sale Free and Clear
Thomas Tools, Inc. holds a materialman's lien on Bazor #1
Well and Fina #1 Well, both wells being property in
Mississippi covered by a certain proposed sale by the
debtor Rand Energy Company to Rebel Drilling Company, LP
for a purchase price of $9 million cash in addition to
other consideration.  Thomas alleges that the debtor
provides no support for the allocation of the proceeds from
the sale, that Thomas' interests are not adequately
protected and that the sale motion sets forth the treatment
of the lien claimants sub rosa without satisfying the
requirements of confirming a plan of reorganization.

RIVER OAKS: BDO Seidman Objects To Sale
BDO Seidman, LLP, a creditor and party in interest to the
estate of River Oaks Furniture, Inc., and its affiliates,
as debtor, objects to the motion seeking approval of the
sale of substantially all of the operating assets of the

BDO Seidman, LLP ("BDO") is a defendant in an adversary
proceeding wherein the debtor alleges that BDO caused the
debtor to file bankruptcy and reports that it is seeking
damages which the debtor allegedly believes to be "at a
minimum" an amount sufficient to repay all creditors of the
company and restore the value of the shareholders' equity.  
BDO argues that this information is misleading if not
fraudulent.  BDO states that the debtor's accounting
manager, Kim Long, intentionally  falsified documents for
presentation to BDO during the course of its audits.  BDO
has filed counterclaims against the debtor in an amount in
excess of l$2.1 million.

BDO states that in reality, the Bank of New York Financial
Corporation ("BNY") has all of the debtor's assets tied up
and has this estate at its mercy.  BDO states that the
debtor, with BNY's consent, proposes to "sell" all of the
debtor's assets for "no money" to a new corporation which
is comprised primarily of either former shareholders and/or
board of directors of the debtor.  BDO states that if the
motions now proposed by the debtor are approved by the
court, they benefit BNY and shut the door on claims held by
unsecured creditors other than a proposal relating to
litigation against BDO.  BDO suggests that the debtor and
BNY propose to ditch the reorganization process by
utilizing the motions to sell almost all of the debtor's
assets without filing a plan of reorganization.  To insure
that Newco, "an apparent handpicked purchaser", is the
successful purchaser, the debtor has proposed an overbid
procedure, which requires a minimum bid of $25 Million.  On
the other hand, NEWCO is fronting but $500,000 in "capital
contribution" to buy its way into the sale process.  To
further chill bidding and insure BNY's control over the
bidding process, the debtor requires overbids at increments
of $100,000.

BDO requests that the court deny the sale motion of the

SALANT CORP: Supreme Int'l To Buy Manhattan and John Henry
Supreme International Corporation (Nasdaq: SUPI) announced
that it has received bankruptcy court approval  to complete
the purchase of the Manhattan and John Henry trademarks
and other  related assets from Salant Corporation for
approximately $44 million in cash.

Under terms of the transaction, Supreme International will
purchase the John Henry, Manhattan, and Lady Manhattan
trade names, the John Henry and Manhattan dress shirt
inventory, as well as the leasehold interest and the
equipment in the dress shirt facility in Valle Hermosa,
Mexico, and at Salant's facility in Andalusia, Alabama. The
transaction is expected to be completed by April 10th.

Supreme International designs, imports, and markets men's
and boy's fashion sportswear under a variety of brand names
such as Crossings(R), Natural Issue(R), Grand Slam(R),
Penguin Sport(TM) Munsingwear(R), Andrew Fezza(R) and  
Ping(R), and PNB Nation(R).

SANTA FE GAMING: Announces Filing By Pioneer Finance
Santa Fe Gaming Corporation ("SFGC") (Amex: SGM), a
diversified gaming company headquartered in Las Vegas,
announced that on February 23, 1999 its subsidiary, Pioneer
Finance Corp., filed for relief under Chapter 11 of the
United States Bankruptcy Code with the Bankruptcy Court for
District of Nevada.  The filing was made pursuant
to the  terms of Pioneer Finance Corp.'s previously
announced consent solicitation  related to Pioneer Finance
Corp.'s 13-1/2% First Mortgage Bonds. In the consent  
solicitation, Pioneer Finance Corp. agreed to file
for relief under Chapter 11  and seek confirmation of a
plan of reorganization in which the bonds were  treated in
the manner described in the consent solicitation materials,
and  holders of approximately 75% of the outstanding bonds
agreed to forbear from  exercising remedies upon the
failure to pay the bonds at the December 1, 1998  maturity
and to vote in favor of such a plan.  On January 14, 1999,
three  holders of the bonds who had not provided consents
in the consent solicitation  filed involuntary
bankruptcy petitions with respect to both Pioneer Finance  
Corp. and Santa Fe Gaming, which has guaranteed the bonds.
Santa Fe Gaming  believes that creditors who filed the
involuntary petition did not comply with  the
Bankruptcy Code requirements for making such a filing, and
has filed a motion to dismiss the petition.

Management believes the voluntary petition filed by PFC and
the involuntary petition against the Company will not
affect day to day operations of the Pioneer Hotel &
Gambling Hall, Laughlin, Nevada or at the Company's Santa
Fe Hotel & Casino in Northwest Las Vegas.

Santa Fe Gaming Corporation owns and operates the Santa Fe
Hotel and Casino in northwest Las Vegas and the Pioneer
Hotel & Gambling Hall in Laughlin, Nevada. In addition, the
Company holds several real estate parcels for future
development within or in the area surrounding Las Vegas,

THE J.PETERMAN: Taps Keen Realty Consultants
The debtor, The J. Peterman Company, a Kentucky
corporation, at the request of the Unsecured Creditors'
Committee, wishes to employ Keen Realty Consultants, Inc.
as an auctioneer and consultant regarding the auction
scheduled for March 5, 1999.

THE J. PETERMAN: Taps Schottenstein/Bernstein and Ozer
The debtor, The J. Peterman Company, is seeking a court
order approving the debtor's employment of
Schottenstein/Bernstein Capital Group, LLC and The Ozer
Group, LLC.   The debtor seeks approval fo the court to
quthorize the agents to conduct "going-out-of-business"
sales on behalf of the debtor at the debtor's store
locations.  The debtor seeks an emergency hearing on this
motion for 3:00 PM February 25, 1999, to approve the
proposed bidding procedures and notice, and for a final
hearing and auction to consider the offer and any and all
other bids on March 5, 1999.

THE SCORE BOARD: Court Extends Interim Financing
In the matter of: The Score Board, Inc. and The Score Board
Holding Corporation, debtors, the court entered a twelfth
extension order on February 22, 1999 authorizing the debtor
to obtain interim post-petition financing from Congress
Financial Corporation in amounts not to exceed the amounts
on a certain Budget Report.

WORLDWIDE DIRECT: Committee Objects To Additional Committee
The Official Committee of Unsecured Creditors of Worldwide
Direct, Inc., et al., objects to the motion of the
Louisiana State Employees' Retirement System for an order
directing the Office of the United States Trustee to
appoint an additional committee consisting of creditors
holding claims arising from the sale or purchase of stock
of Smartalk Teleservices, Inc.

The Creditors' Committee supports the decision of the US
Trustee not to appoint a separate committee in this case
for the securities claimants for the following reasons:

The interests of the securities claimants are subordinate
to the other classes of unsecured creditors in this case
and it is almost certain that the unsecured creditors will
not be paid in full.

The interests of the securities claimants are adequately
protected by the Committee's actions.

The Securities Claimants may form an ad hoc committee to
coordinate any separate efforts and representation that may
be necessary in this case.

Considering the financial condition of the debtors, it is
not practical that a committee could effectively
participate without delaying the case and resulting in
significant administrative costs.

The Creditors' Committee argues that based on the pending
offer for the debtors' assets from AT&T Corporation for
$192 million, there is a minimum shortfall in this case of
at least $38 million.  The estate is clearly insolvent and
the securities claimants, who are subordinate to $228
million in secured and unsecured debt, will certainly not
receive distributions in this case.

DLS CAPITAL PARTNERS: Bond Pricing For Week Of February 22
The following are indicated prices for selected issues:

Acme Metal 10 7/8 '07                  11 - 14 (f)
Amer Pad & Paper 13 '05                62 - 64
Amresco 9 7/8 '05                      77 - 79
Atel 0/14 1/2 '04                      13 - 15
Asia Pulp & Paper 11 3/4 '05           65 - 66
Boston Chicken 7 3/4 '05                5 - 6 (f)
Brunos 10 1/2 '05                      14 - 16 (f)
Cityscape 12 3/4 '04                   12 - 14 (f)
E & S Holdings 10 3/8 ' 06             38 - 41
Globalstar 11 1/4 '04                  66 - 69
Geneva Steel 11 1/8 '01                20 - 23 (f)
Hechinger 9.45 '12                     37 - 42
Hills 12 1/2 '02                       97 - 98
Loewen 7.20 '03                        58 - 60
Mobilemedia 9 3/8 '07                  13 - 16 (f)
Penn Traffic 8 5/8 '03                 47 - 49 (f)
Planet Hollywood 12 '05                24 - 27
Royal Oak 12 3/4 '06                   20 - 30 (f)
Samsonite 10 3/4 '08                   75 - 77
Service Merchandise 9 '04              23 - 24 (f)
Sunbeam 0 '18                          11 - 12
Trism 10 3/4 '00                       46 - 49
Trump Castle 11 3/4 ' 05               75 - 77
Zenith 6 1/4 '11                       30 - 32 (f)


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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.  
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