TCR_Public/990301.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
    Monday, March 1, 1999, Vol. 3, No. 40


ALPHA BETA TECH: State To Refinance Debt - Seeking Buyers
AMERICAN PAD & PAPER: Reports Fourth Quarter Results
ARIMETCO: Court Hears Second Plea for PolyMet Acquisition
AUSTRALIS HOLDING: "Likely" Not To Fight Dismissal
CALDOR: Some Stores To Re-Open Under Different Name

COUNTY SEAT: Taps PricewaterhouseCoopers as Advisor
CRIIMI MAE: Series Removed From Rating Watch--Down
FPA MEDICAL: Court Approves Disclosure Statement
INTEGRATED HEALTH: 82% Stock Plunge - Cut 1,000 Jobs   
JPE INC: ASC Holdings Takes Over

JPE INC: Files Plans For Plastic Trim Inc. and Starboard  
JPE INC: Subsidiaries File Chapter 11
JUMBOSPORTS: Court Approves $135 Million Financing
MCA FINANCIAL: 28,000 Creditors To Receive Claim Forms
PAN AM AIR BRIDGE: To Take Flight Again

PITTSBURGH PENGUINS: Report Net Losses for Season
RDM SPORTS: Bondholder Panel Files Liquidation Plan
SABA PETROLEUM: Board Approves Arthur Andersen STRIKER
INDUSTRIES: Default Prompts Appointment of Receiver
UNITED PETROLEUM: Hearing To Consider Disclosure Statement

VOICE IT: Order Authorizes Special Counsel
WASTEMASTERS INC: Announces Positions In Litigation
WESTBRIDGE CAPITAL: Reports Fourth Quarter and 1998 Results
WORLDWIDE DIRECT: Order Approves Local Counsel to Committee
WORLDWIDE DIRECT: Committee Objects To $8 Million Fee


ALPHA BETA TECH: State To Refinance Debt - Seeking Buyers
The Providence Journal reports on 02/25/99 that the    
Rhode Island Economic Development Corporation is going to
refinance its debt on the Alpha-Beta Technology plant in
Smithfield while it tries to unload the closed
biotechnology factory.

Receivers for the Worcester, Mass., company are seeking
bids on Alpha-Beta's assets. Proposals are due April 5.
Swen said there is considerable interest in the Smithfield
plant, built to manufacture an anti-infection drug. Alpha-
Beta folded last month after that drug failed its clinical
trials. When that happened, Sumitomo Bank, which issued a
letter of credit backing $30 million in bonds that the
former Rhode Island Port Authority and Economic  
Development Corporation issued in 1993 to help finance the
plant, paid off the bond holders. That cost the bank $29
million, Swen said.  Ultimately, the state is responsible
for that debt. Meanwhile, Swen said, the bank is charging  
9.75-percent interest, considerably more than the 7.4
percent on the original bonds.

To save the state money while it tries to recover its
investment through the sale of the plant, Swen said, the
EDC has reached an agreement with Fleet Bank for a bridge
loan to pay off Sumitomo. The loan is for up to a year at
an annual interest rate of 7 percent. Interest savings over
a year would be $850,000, minus the $50,000 to $60,000 in
refinancing fees.

The state's actual exposure is about $23 million because it
can tap reserve funds of $5.7 million, Swen said. He said
it made no sense to secure long-term financing before the
Alpha-Beta assets are sold.

Besides proceeds from the sale of the plant, the state
could also get some of the money from the sale of Alpha-
Beta's Worcester headquarters, its MycoTox subsidiary in
Denver and its patents.

Asked by a lawmaker if the state might provide financial
assistance to a company that wanted to assume the debt and
operate the Smithfield plant, Swen said that is a
possibility. If the state cannot recover the full $23
million from the sale of Alpha-Beta's assets, it would have
to seek long-term financing for the gap. Swen said the EDC
would have to get General Assembly approval of that.

AMERICAN PAD & PAPER: Reports Fourth Quarter Results
American Pad & Paper  Company(OTCBB:AMPP)  (AP&P) reported
financial results for the fourth quarter and the year ended
December 31, 1998.

For the fourth quarter the Company reported a net loss of
$7.2 million, or 26 cents per share, on net sales of $179.6  

For the year ended December 31, 1998, the Company reported
a net loss of $78.6 million,  or $2.84 per share, on net
sales of $662.0 million.  

Comparable fourth quarter results in 1997 included a net
loss of $14.1 million, or 52 cents per share, on net sales
of $193.9  million.  For the year ended December 31, 1997,  
the net loss was $4.5 million,  or 16 cents per share,
on net sales of $687.3 million.

For the fourth quarter the Company posted EBITDA  
performance of $14.1 million as measured by the Company's
bank agreement.  On a cumulative basis, for the third and
fourth quarters of 1998, the Company posted EBITDA  
performance of $20.1 million, exceeding the bank agreement
requirements by $1.3 million.

American Pad & Paper Company is a leading manufacturer and
marketer of paper-based office products in North  America.

ARIMETCO: Court Hears Second Plea for PolyMet Acquisition
PolyMet Mining Corporation (Vancouver: POM) announced that
the United States Bankruptcy Court for the District
of Arizona heard Arimetco Inc.'s second motion seeking
approval of PolyMet's acquisition of Arimetco's entire
interest in four State of Minnesota metallic minerals
leases. The leases are part of Arimetco's Chapter 11
bankruptcy estate.

PolyMet proposed to acquire Arimetco's interest in the
leases for certain cash installment payments over ten years
and PolyMet's agreement to cure certain arrearages under
the leases created by Arimetco.  The transaction is
subject, among other things, to Arimetco's receipt of an
order from the Bankruptcy Court approving the sale.

The Court did not rule on Arimetco's motion, but requested
that the State of Minnesota entertain a proposal by
Arimetco and PolyMet to extend the time for performance of
certain requirements under the principal lease.  For
example,  there exists a requirement to obtain a "qualified
partner" on or before June  28, 1999.  A qualified partner
is essentially a mid- to large-sized mining company with
sufficient resources to assist in the development and
construction of a mine. PolyMet believes the June, 1999
deadline is unrealistic given the requirement to perform
due diligence on existing data, engineering and economic  
analyses, and partner identification and subsequent
negotiations.  Discussions with the State of Minnesota
concerning this issue are underway.

PolyMet's work toward timely development of its NorthMet
Project is continuing independently from the Arimetco

AUSTRALIS HOLDING: "Likely" Not To Fight Dismissal
Australis Holding Pty Ltd.'s Chapter 11 case was given a
few weeks additional life when the U.S. Bankruptcy Court in
Manhattan postponed yesterday's hearing on the dismissal of
the case to March 18, due to a technical noticing error.
However, Joseph Athanas of Latham & Watkins, counsel for
the Australia-based pay television provider, said the
company "likely" will not oppose the dismissal and allow
the court to dismiss the case on March 18. The U.S. Trustee
acting in the case filed motions in December seeking to
convert the case to chapter 7 or, in the alternative,
dismiss the case entirely, alleging that the company has
failed to carry out its fiduciary obligations to effect a
"proper" chapter 11 case by failing to file a confirmable
plan. (The Daily Bankruptcy Review and ABI 26-Feb-99)

CALDOR: Some Stores To Re-Open Under Different Name
Some of the closing Caldor stores will soon reopen under
different names.

The bankruptcy court handling Caldor's Chapter 11 has
received requests from  two nationwide chains to buy some
of its stores after their going-out-of- business sales.

Kohl's wants to purchase 33 Caldor stores in Connecticut,
New York, New Jersey and Maryland.  K-mart has asked the
court if it can purchase 11 stores and Wal-mart is  
considering buying 12 stores. Caldor still has 89 stores
without offers.  The entire chain goes out of business in

COUNTY SEAT: Taps PricewaterhouseCoopers as Advisor
The debtors, County Seat Stores, Inc., et al., seek
authorization to employ PricewaterhouseCoopers LLP as the
debtors' financial advisor.

The firm will charge its usual hourly rates that range from
$490 per hour for partners/directors to $60 per hour for

The functions to be performed by PWC will not be
duplicative of the work performed by Conway Del Genio Gries
& Co., LLC, the investment banker retained by the debtors.

The firm will assist in the preparation of a plan of
reorganization, store closing analyses, valuation and
liquidation analyses, debt agreements and feasibility
analyses.  The firm will assist the debtor in preparation
for hearings regarding DIP financing and with analyses
required pursuant to the DIP facility.  And the firm will
assist in bankruptcy reporting, schedules, preparation of
financial information for creditors, developing accounting
procedures and analysis of creditor claims.  The firm will
prepare a financial and operational analysis of the debtor
and will assist in the development of a business plan.

CRIIMI MAE: Series Removed From Rating Watch--Down
Duff & Phelps Credit Rating Co. (DCR) has removed all
classes of Merrill Lynch Mortgage Investors Inc., Series
1995-C3 from Rating Watch--Down as a result of CRIIMI MAE
Services, L.P. (CRIIMI), a subsidiary of CRIIMI MAE Inc.,
being replaced as the special servicer by Banc  
One Mortgage Capital Markets, LLC (BOMCM).

DCR had placed 13 transactions on Rating Watch--Uncertain
in connection with the bankruptcy filing by CRIIMI MAE Inc.
from its creditors under Chapter 11 of  the United States
Bankruptcy Code on October 5, 1998.  On October 8, 1998,
DCR removed DLJ Mortgage  Acceptance Corp., Series 1995-CF2
from Rating Watch--Uncertain as a result of  the
controlling class for the transaction replacing
CRIIMI as the special  servicer.  On October 22, 1998, DCR
changed the Watch status from 'Uncertain' to 'Down' for the
remaining 12  transactions following DCR`s determination
that the bankruptcy could  potentially have negative
implications for the transactions. Thereafter,
CRIIMI MAE Inc. informed DCR of its intention to appoint
BOMCM as the Special Servicer for all affected DCR- rated
transactions.  Subsequently, DCR removed nine of the
transactions from Rating Watch--Down as the notices of the
completed transfers between CRIIMI and  BOMCM were received
by DCR from the trustees of the respective transactions.

Although DCR has been informed that CRIIMI MAE Inc. intends
to appoint BOMCM as the special servicer for the remaining
two transactions currently on Rating Watch--Down, DCR has
not received notification from the trustee of these  
transactions that the transfers have been completed.  
Therefore, the following transactions remain on Rating

Merrill Lynch Mortgage Investors Inc., Series 1996-C2
Mortgage Capital Funding Inc., Series 1994-MC1

FPA MEDICAL: Court Approves Disclosure Statement
FPA Medical Management, Inc. (OTC Bulletin Board: FPAMQ)
reported that late yesterday it received approval from the  
Bankruptcy Court of its Disclosure Statement for its Second
Amended Joint Plan of Reorganization, allowing the Company
to commence the solicitation of votes for approval of the

Plan materials and ballots are expected to be mailed during
the week of March 1, 1999.  The deadline for returning
completed ballots will be 4 p.m. EST on March 30, 1999.  A
hearing to confirm the Plan is scheduled for April 7, 1999.

FPA Medical Management, Inc. and various of its affiliates
and subsidiaries filed petitions under Chapter 11 in the
Bankruptcy Court in Wilmington on July  19, 1998 and
various dates thereafter through August 7, 1998.

FPA Medical Management, Inc. is a national physician
practice management organization that organizes and manages
primary care physician networks to contract with HMOs and
other prepaid insurance plans to provide physician and  
related health care services and provides contract
management support services to hospital emergency

INTEGRATED HEALTH: 82% Stock Plunge - Cut 1,000 Jobs   
The Baltimore Sun reports on February 21, 1999 that
the Owings Mills nursing home chain experienced increased
revenue from less than $150 million in 1991 to more than $3
billion in 1998. But recently the stock lost more than 80
percent of its value, plummeting from a 52-week  
high of $39.375 in April to an all-time low of $7.0625 on

IHS warned Feb. 11 that earnings for the last quarter of
1998 are likely to be 35 to 45 cents a share, not the 75
cents expected by analysts. The company took a charge of
more than $200 million in the third quarter of  
last year to cover losses in its home care division and to
write down the subsidiary's assets.

IHS was forced to eliminate 1,000 jobs in its contract
therapy division and was expecting "further reductions" in
its overall work force of more than 80,000 employees in 47
states.  Until recently, IHS had been buying up a range of
health businesses with the aim of becoming a full-service
provider for people leaving the hospital. But  
now, it's not adding business lines, it's shedding them.
In August, it sold its pharmacy operations, saying they
were too small to be efficient. This month, it sold its
money-losing home care division.   Then, to raise cash to
reduce debt and boost the sagging stock price, the  
company announced it might sell or spin off all or part of
its successful RoTech division, which provides patients
with home respiratory therapy and durable medical
equipment, such as wheelchairs.

In 1996, it bought First American Health Care, a large
($400 million annual revenue) but bankrupt home health care
operator, paying $154 million at closing, with an
additional payment due later based on earnings.
IHS bought RoTech in 1997 for $858 million in stock and
assumed debt. And the next month, IHS paid $1.15 billion in
cash for a large chunk of Horizon/CMS Healthcare from
Healthsouth Corp. The "chunk" was 139 nursing homes, 12
specialty hospitals, 35 institutional pharmacies and more
than 1,000 rehabilitation therapy contracts. "Although this
transaction will further enhance and broaden Integrated's  
capabilities, the all-cash transaction significantly
increased an already high debt load and strained
Integrated's credit profile," Standard & Poor's said in  
January 1998.

Though its credit was stretched -- its debt topped $3
billion -- IHS had assembled the one-stop-shopping network
it thought would appeal to HMOs. The HMOs, however, never
showed up with the big, flat-rate contracts. "Integrated
got a couple of small capitated contracts, then managed
care got into trouble," said Stephen Monroe, a partner in
Irving Levin Associates, a Connecticut publisher of health
industry trade journals. With profits melting, HMOs spurned
capitated contracts for subacute services and concentrated
on dealings with doctors, hospitals and drug companies.  
"Getting into capitated contracts for post-acute care was
not high on their priorities," Monroe said.

In the short term, IHS is looking to reduce its debt load.
In January, for example, it sold 32 nursing homes for $135
million in cash to a real estate investment trust.
A sale of RoTech could raise a lot more cash. Several
analysts estimate its value at about $1.2 billion.
Robert M. Wasserman, vice president for research at
Southeast Research Partners in Boca Raton, Fla., said IHS
could also sell a minority stake in RoTech through an
initial public offering. That would allow IHS to keep a
majority of RoTech's stock and its earnings, while
establishing a market value for a subsidiary that could
enhance the price of the parent company's stock.

JPE INC: ASC Holdings Takes Over
JPE Inc. said Thursday it has reached an agreement with ASC  
Holdings Inc. that would give ASC control of 95 percent of
JPE's stock. ASC Holdings, which was formed to acquire JPE,
would invest $18.4 million in JPE and provide or arrange a
$51.6 million loan to the auto supplier.

The investment is subject to conditions that include
approval of the bankruptcy courts having jurisdiction over
JPE's subsidiaries, Plastic Trim Inc. and Starboard
Industries Inc., and the sale of JPE's subsidiary,  
Industrial & Automotive Fasteners Inc.

"Had we been required to sell each of the operating
companies, there would not have been sufficient proceeds to
provide any return to shareholders," JPE  
President Richard R. Chrysler said in a statement.

JPE INC: Files Plans For Plastic Trim Inc. and Starboard  
JPE Inc. (OTC BB:JPEI) announced today that its
subsidiaries, Plastic Trim Inc. and Starboard
Industries Inc., have filed Plans of Reorganization with
the United States Bankruptcy Court, pursuant to which they
would emerge from pending Chapter 11 bankruptcy

These Plans of Reorganization are contingent upon
consummation of the investment in JPE by ASC Holdings Inc.
Richard R. Chrysler, president of JPE, said, "We are happy
and relieved to be able to put this chapter of JPE behind
us and move forward in our quest to move this Company into
the 21st Century as a world-class automotive parts

JPE INC: Subsidiaries File Chapter 11
JPE Inc., Ann Arbor, Mich., announced yesterday that its
subsidiaries, Plastic Trim Inc. and Starboard Industries
Inc., have filed reorganization plans with the bankruptcy
court; the plans are contingent upon consummation of the
investment in JPE by ASC Holdings Inc., according to a
newswire report. "We are happy and relieved to put this
chapter of JPE behind us and move forward in our quest to
move this company into the 21st century as a
world-class automotive parts supplier," said JPE President
Richard R. Chrysler.

JUMBOSPORTS: Court Approves $135 Million Financing
U.S. Bankruptcy Judge Timothy Corcoran has approved $135-
million in debtor-in-possession financing to provide
JumboSports  Inc. working capital while it reorganizes its
finances in a Chapter 11 filing.  The cash is from Foothill
Capital Corp., Congress Financial Corp. and Foothill  
Partners LP, all of which are Jumbo creditors.
(St Petersburg Times - 02/25/99)

MCA FINANCIAL:  28,000 Creditors To Receive Claim Forms
Creditors of MCA Financial Corp. and its 11 operating units
are now receiving claim forms and other information to
assist them in filing claims against the mortgage company,
which filed for Chapter 11 bankruptcy protection February
10, 1999.  Details about the distribution of the claim
forms are just one of several important announcements made
today by B.N. Bahadur, CEO of BBK, Ltd., who was
appointed Conservator of  MCA following MCA's collapse in

A total of 28,576 creditors of MCA Financial Corp. and its
operating entities including RIMCO Financial Corp. are
currently identified as potential claimants of the
companies.  Those creditors will receive their claim
forms in the mail,  along with notification of the
creditors' hearing, from the U.S. Bankruptcy Court.  Claim
forms and information about the creditors' hearing will be  
available on Monday, March 1, on the Internet for creditors
that do not receive  them by mail.

The 341 meeting of creditors will be held at 1:30 p.m.,
March 17, 1999, at the  City County Building Auditorium,
1316 City County Building, Detroit, Mich.

The Interim Financing Order was approved on February 16,
1999 to provide $2.725 million to fund ongoing operations.
The final hearing on Debtor-In-Possession Financing will be
held at 10 a.m.  on March 15, 1999, in the United States
Bankruptcy Court for the Eastern District of Michigan.

The bankruptcy schedules are being prepared.  The filing
deadline for the schedules has been extended until March 16
due to the complexity of the MCA  situation.

On January 28, Bahadur was named Conservator of MCA by
Patrick McQueen, Financial Institutions Bureau Commissioner
for the State of Michigan. The order allows the Conservator
to do "all things necessary" in the best interests of  
the general public to oversee and manage the assets of
approximately 11,000 mortgages and land contracts valued at
$536 million.

PAN AM AIR BRIDGE: To Take Flight Again
After being grounded two weeks ago when an involuntary
chapter 11 petition was filed against Pan Am Air Bridge,
the historic Miami seaplane company announced it will
relaunch service today under its former name, Chalk's
International Airlines, The Miami Herald reported. On Feb.
10 the company, which is 70 percent owned by Air Alaska,
based in Fort Worth, Texas, was forced into bankruptcy and
grounded when its insurance was canceled due to lack of
payment. Trustee Michael McConnell is continuing to oversee
the reorganization. Chalk's has entered into an agreement
with Gulfstream International Airlines, which has provided
$30,000 in working capital, and assistance with accounting,
operations and maintenance. Gulfstream is considering a
possible acquisition of Chalk's.

PITTSBURGH PENGUINS: Report Net Losses for Season
The Pittsburgh Penguins have told creditors that the team's
combined net losses for this season and the previous three
years will exceed $90 million, and the team expects to lose
more than $20 million during the next season, The
Pittsburgh Post-Gazette reported. The team also sketched a
plan for recovery and estimates that it could improve
financial operations by up to $24.5 million per year by
renegotiating its lease at the Civic Arena and other
agreements, increasing attendance and cutting payroll.
These moves would put the team on a break-even or
profitable footing. SMG, the landlord of the Civic
Arena, has begun talks with the Penguins. The team said
this week that it could pay $7 million per year to play at
the arena. Former Penguin Mario Lemieux, who is among the
largest creditors, is continuing to develop a "team" of
investors to acquire the Penguins. Societe Generale, the
French bank that lent the team $20 million to enable it to
continue this season, has approached Lemieux's group about
funding a reorganization plan. (ABI 26-Feb-99)

RDM SPORTS: Bondholder Panel Files Liquidation Plan
RDM Sports Group Inc.'s official committee of bondholders
has filed a liquidating reorganization plan for
the former fitness equipment manufacturer that provides
for, among other things, the substantive consolidation of
the assets of RDM and its subsidiaries into one liquidating
trust. Under the plan, filed with a corresponding
disclosure statement on Feb. 19, the liquidating trust will
be created on the effective date. Distributions from the
liquidating trust to allowed claim holders would be made in
cash on a series of yet-to-be-determined distribution
dates.  (The Daily Bankruptcy Review and ABI 26-Feb-99)

SABA PETROLEUM: Board Approves Arthur Andersen
After approximately a month of interviews and discussions,
Saba Petroleum Company's board of directors approved the
engagement of Arthur Andersen LLP as Saba's independent
accountants, which agreement was finalized on February 10,

By a letter delivered to Saba Petroleum Company on February
3, 1999, PricewaterhouseCoopers LLP resigned as the
independent accountants for Saba. Such letter did not
indicate any reason for the resignation.

The reports of PricewaterhouseCoopers on the Saba financial
statements for the years ended December 31, 1997 and 1996
did not contain an adverse opinion or a disclaimer of
opinion, and were not qualified as to uncertainty,
audit scope, or accounting principles. The report of
PricewaterhouseCoopers dated April 15, 1998 contained an
explanatory paragraph regarding Saba's ability to continue
as a going concern.

STRIKER INDUSTRIES: Default Prompts Appointment of Receiver
Striker Industries, Inc. (Nasdaq: SKRI) announced that due
to the existence of continuing uncured events of default
under loan agreements between its indirect Canadian
subsidiary, Striker Paper Canada, Inc. ("Striker Canada"),
and Striker Canada's senior lenders in Canada, on petition
of one of the senior lenders, a Judge of the Ontario Court
of  Justice (General Division) has appointed a Receiver of
all present and future  property and assets of Striker
Canada. Under the Court's Order, the Receiver  has full
control and power over all aspects of the operation of
Striker  Canada's property, assets, undertaking and
business, with authority to do all  acts and things the
Receiver deems necessary or desirable to manage,
preserve,  protect, enforce, sell or dispose of and realize
upon Striker Canada's assets,  property and business, or
any part thereof, until further Order of the Court.
It is the understanding of Striker Industries' management
that under authority of the above Order, the Receiver
intends to actively pursue a sale of Striker  
Canada's dry felt mill in Thorold, Ontario, Canada.

Striker Industries was formerly a manufacturer of dry felt
paper and other products for use in the residential roofing

UNITED PETROLEUM: Hearing To Consider Disclosure Statement
A hearing will be held on April 1, 1999 to consider the
adequacy of the information contained in the Disclosure
Statement.  Any objections to the Disclosure Statement must
be in writing, and filed so as to be received before 4:00
PM on March 25, 1999.

VOICE IT: Order Authorizes Special Counsel
On February 23, 1999 the Bankruptcy Court for the District
of Colorado entered an order authorizing the debtor, Voice
It WorldWide Inc., to retain Mueting, Raasch & Gebhardt,
P.A. as Special Counsel to represent it as patent counsel.  
The debtor is authorized to pay a $3,300 retainer to the

WASTEMASTERS INC: Announces Positions In Litigation
WasteMasters, Inc. (Nasdaq: WAST) announced developments in
several material litigation matters involving the  

On December 16, 1998, Stewart Rahr, a shareholder of the
Company, filed a motion to intervene in an action styled
Nikko Trading of American Corporation, et al. v.
WasteMasters, Inc., pending in the United States District
Court for the Northern District of Texas, Dallas Division,
Civil Action No. 3-98CV0048-D.   Mr. Rahr requested that a
Consent Judgment entered in that action on February 5, 1998
be vacated, and that Mr. Rahr be granted leave to defend
the action derivatively on behalf of the Company.  

Under the Consent Judgment, approximately 63 million shares
of common stock were issued to the plaintiffs to fully
settle and compromise the Company's liability under
approximately $3.2 million of debentures held by the
plaintiffs therein. Mr. Rahr alleges that the Consent
Judgment was obtained as a result of collusion between the
plaintiffs  in the action and the Company, and that the
Chairman of the Company at the time, R. Dale Sterritt, Jr.,
failed to disclose to the Company's board that he  
beneficially owned an interest in the plaintiffs and/or
controlled the plaintiffs through nominees.  Mr. Rahr
further contends that, because of that collusion, the
Company ignored certain legal defenses in the action and
agreed to a judgment that was not in the best interests of
the Company.  Mr. Rahr also seeks a preliminary injunction
preventing any transfer of the shares issued under the
Consent Judgment until the Court has ruled on the validity
of the shares.  The Court has not ruled on Mr. Rahr's
request for a preliminary injunction.

Based on the Company's understanding of the evidence
elicited to date in the discovery process by Mr. Rahr, the
Company believes that there may be valid grounds to vacate
the Consent Judgment.  Therefore, the Company intends to  
support Mr. Rahr's position in the litigation.  If the
Consent Judgment is vacated, the Company estimates that
from 40-49 million of its outstanding shares could be
cancelled.  The actual number of shares which could be  
cancelled may vary depending on subsequent Court rulings as
to the rights of  subsequent transferees of the shares, the
actual number of shares which are held by subsequent
transferees, and the circumstances under which subsequent  
transferees acquired their shares.  Pending a final
resolution of the litigation, the Company will not consent
to the transfer of any shares issued pursuant to the
Consent Judgment or to the removal of any restrictive
legend on those shares except pursuant to an order of the
Court.  In the event the Court vacates the Consent
Judgment, the Company plans to request that the
Court approve procedures to notify existing holders of the
shares of the litigation and provide them with an
opportunity to intervene in the litigation to protect  
their rights.  If the Court declines to vacate the Consent
Judgment, then the litigation will have no effect on the
number of shares which are outstanding.

Separately, on February 18, 1999, an involuntary bankruptcy
petition was filed against the Company in the United States
Bankruptcy Court for the Northern District of Texas, Dallas
Division by three alleged creditors of the Company.   One
of the creditors is Edward Roush, Jr., who was the attorney
for the plaintiffs in the original Nikko Trading
litigation, acted as advisor and attorney to the Company
subsequent to the entry of the Consent Judgment, and is an
intervenor in the Nikko Trading litigation in his
individual capacity. Mr. Roush intervened in the Nikko
Trading litigation to protect his claim to certain shares
issued pursuant to the Consent Judgment which he alleges he  
earned as a fee for handling the litigation on behalf of
the plaintiffs. Mr. Roush has also asserted claims in the
Nikko Trading litigation against the Company and its
directors based on their failure to take actions to comply
with  the Consent Judgment.  The other two petitioning
creditors were corporations  for which Mr. Roush purports
to act.  One of the corporations is Kelso & Roush, Inc.,
although the Company has no record of ever having done
business with  Kelso & Roush, Inc. and does not believe it
is creditor of the Company.  The other corporation is
American Recycling & Management, Inc., which is a wholly-
owned subsidiary of the Company.  The Company does not
believe that Mr. Roush has any authority to act on behalf
of American Recycling since he is no longer  an officer or
director of that subsidiary, and in any event the Company
is not  aware of any liability which it has to the

Mr. Roush and the two corporate creditors have filed a
motion to appoint a trustee for the Company and, in support
thereof, have alleged unspecified acts of fraud and
mismanagement.  The Company intends to vigorously oppose
the involuntary petition and the appointment of a trustee.  
The Company has also filed a motion to transfer the
bankruptcy proceedings to the district court hearing the
Nikko Trading litigation.

In a separate legal matter, the Company entered into a
transaction with Continental Investment Corporation ("CIC")
in September 1997 in which, among other things, the Company
received 300,000 shares of common stock of CIC in  
consideration for the issuance to CIC by the Company of 4.5
million shares of common stock, 5 million shares of
preferred stock which are convertible into 25 million
shares of common stock and a warrant under which CIC has
the right to acquire 100 million shares of common stock of
the Company in return for 1 million shares of common stock
of CIC.  At the time of the transaction, CIC's  
common stock was selling for $23.50 per share.  Since the
transaction, the market price of CIC's common stock has
dropped to under $2 per share.  In addition, at least two
lawsuits have been filed against CIC which allege that  
CIC violated Section 10(b) of the Securities Exchange Act
of 1933 by illegally inflating the market price of its
common stock at the time of the transaction  
with the Company through the dissemination of false and
misleading information to the public through its SEC
filings, press releases and statements to  
investors.  The Company is currently investigating the
allegations made against CIC.  The Company believes that
those allegations, if true, would enable the  
Company to rescind the transaction with CIC and cancel the
shares and warrant.  The securities acquired by CIC in the
transaction have features which make them very dilutive for
other shareholders and new investors, which has proven
to be  an impediment to raising capital on attractive
terms. Furthermore, the consideration received by the
Company from CIC, being 300,000 shares of its common stock,
has depreciated in value substantially. Therefore, the
Company believes that rescission of the transaction with
CIC will result in substantial benefits to existing
shareholders of the Company. Pending the Company's  
investigation and any legal action which the Company may
decide to take, the Company intends to oppose any transfer
of the common or preferred stock issued to CIC or the
exercise of the warrant issued to CIC.

WESTBRIDGE CAPITAL: Reports Fourth Quarter and 1998 Results
On February 25, 1999, Westbridge Capital Corp. (OTC  
Bulletin Board: WBBCQ) reported a net loss for the year
ending December 31, 1998 of $22,285,000, representing a net
loss of $3.43 per diluted share compared to prior year's
net loss of $97,144,000, or $16.07 per diluted share.  
Annual revenues were $166,061,000 in 1998, compared to
$188,904,000 in 1997.  For the recent fourth quarter, the
net loss totaled $7,263,000, representing a net loss of
$1.05 per diluted share, versus the net loss of
$71,738,000, or $11.64 per diluted share, for the same
quarter a year earlier. Quarterly revenues totaled
$36,517,000 versus $46,161,000 for the same quarter a year  

The Company's loss for the fourth quarter is due primarily
to approximately $5.5 million, or $0.79 per share, of
expenses relating to the ongoing reorganization of the
holding company and to approximately $0.5 million, or  
$0.08 per share, of accrued interest on the Company's 11%
Senior Subordinated Notes.  Without these expenses, which
will not occur once the Company emerges from Chapter 11,
the Company would have had a loss of approximately $1.2  
million, or $0.18 per share, for the fourth quarter.  This
operating loss is primarily attributable to claim loss
ratios on the Company's Medicare Supplement line of
business. Certain rate increases have been implemented on  
this line of business during 1998.  While improvements have
been observed in light of the rate increases already
implemented, the total effect of these rate increases will
take time to be fully realized in the Company's operating

As previously reported, the Company filed a voluntary
Chapter 11 petition and a  prearranged plan of
reorganization ("the Plan") in the United States
Bankruptcy  Court for the District of Delaware on September
16, 1998. The filing of the  Plan culminated months of
negotiations between the Company and an ad hoc  committee
of holders of its 11% Senior Subordinated Notes and 7-
1/2%  Convertible Subordinated Notes.  The Bankruptcy Court
confirmed the Plan on  December 17, 1998.

As a condition to the effectiveness of the Company's Plan,
regulatory approval must be received from each of the
states in which the Company's insurance subsidiaries are
domiciled.  The Texas Department of Insurance recently
granted its approval, and the Company expects the states of
Delaware and Mississippi to grant the requisite approvals
in March.  Assuming these approvals are obtained,  the
Company expects its Plan to be effective in late March.

Patrick J. Mitchell, Chairman and Chief Executive Officer,
said "we are in the final stages of completing our holding
company restructuring and are anxiously  awaiting our
emergence from the Chapter 11 Case.  The completion
of this  restructuring will signal the beginning of a new
era for the Company, its  shareholders, employees and

Westbridge Capital Corp. underwrites, through its insurance
subsidiaries, and markets, through a controlled general
agency, individual medical expense and  
supplemental health insurance products.

WORLDWIDE DIRECT: Order Approves Local Counsel to Committee
On February 18, 1999, the Bankruptcy Court for the District
of Delaware entered an order approving the retention of
Klehr, Harrison, Harvey, Branzburg & Ellers LLP as Delaware
counsel to the Official Committee of Unsecured Creditors.

WORLDWIDE DIRECT: Committee Objects To $8 Million Fee
The Official Committee of Unsecured Creditors of Worldwide
Direct, Inc., SmarTalk Teleservices, Inc. and SmarTalk's
eighteen direct and indirect subsidiaries, objects to the
Termination Fee provisions and Overbid Amount requested by
the debtors in their motion for orders authorizing sale of
substantially all assets of the debtors' estates.

The Committee asserts that the $8 million Termination Fee
to be paid to AT&T Corporation is unreasonably high
relative to the purchase price, and will chill bidding to
the detriment of unsecured creditors.  The Committee
believes that a Termination Fee of $4 million would be
reasonable.  AT&T has capped its actual fees and costs at
$2 million.  The additional $6 million is a "bonus."  Since
the purchase price in the deal is fluid, and according to
the Committee is currently approximately $45 million, the
debtors and AT&T should appropriately reduce the
termination fee and overbid amount.  

Under the bidding procedures, based upon the sale price to
AT&T of $192.5 million, the Overbid would require competing
bidders to make an opening bid of $202.5 million.  This
opening bid is approximately $57 million, or 38% higher
than the sale price AT&T may pay under the Asset Purchase
Agreement, subject to future price adjustments.  The
Committee also argues that the Termination Fee is triggered
by too broad of a range of events, and that the Termination
Fee and Overbid procedures should both be modified.


The Meetings, Conferences and Seminars column appears
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Bond pricing, appearing in each Friday edition of the TCR,
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S U B S C R I P T I O N   I N F O R M A T I O N     
Troubled Company Reporter is a daily newsletter, co-
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.  

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