TCR_Public/990305.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, March 5, 1999, Vol. 3, No. 44


AMERITRUCK: Order Authorizes Sale of 19 Trailers
BAYHAWK ALES: Accountants Resign
BRUNO'S: Seeks To Push Exclusivity Extension To May
COMMERCIAL FINANCIAL: Asset Backed Securities Committee
COMMUNITY DEVELOPMENT: Housing Agency Files Chapter 7

EUROWEB INTERNATIONAL: 1,806,666 Shares For Sale
GOLF TRAINING: Order Converts Case To Chapter 7
INTERACTIVE NETWORK: Special Meeting of Shareholders
LIVENT: Court Delays Payments

MEDIA LOGIC: US Trustee Seeks Nod For Chapter 11 Trustee
MILLENIUM SPORTS: Announces End of Bankruptcy
NU-KOTE HOLDING: Lender Objects To Exclusivity Extension
PARAGON TRADE: P&G Responds To Settlement Order

PELICAN MORTGAGE: Case Summary & 20 Largest Creditors
PENN TRAFFIC: Acadia Realty Trust Responds To Bankruptcy
PENN TRAFFIC: Court Approves Interim DIP and Trade Motions
PITTSBURGH PENGUINS: $40-$50M Needed to Stay in Pittsburgh
RIVER OAKS: Reaches Agreement With Creditors Committee

ROYAL OAK MINES: Authorized To Borrow Up To C$34.7M
STARMET CORP: 1st Quarter Report For Period Ended 12/31/98
TELETRAC HOLDINGS: 5 Directors Resign
THREE D: Seeks Court Approval of Exclusivity Extension
TRIBASA: Mexico's Construction Co Faces Restructuring

VENTURE STORES: Makes First Distribution To Creditors
WILSHIRE FINANCIAL: Case Summary & 20 Largest Creditors
WILSHIRE FINANCIAL: Plan Approved by Noteholders
WIRELESS ONE: Turned Down At the Door


AMERITRUCK: Order Authorizes Sale of 19 Trailers
On February 18, 1999, the Honorable Harold C. Abramson
entered an order approving the sale of nineteen 1992 Great
Dane Refrigerated Trailers to Systems Transportation
Equipment, Inc.  The debtor shall remit to FINOVA Capital
Corporation all proceeds of the sales.

In a separate order, the court approved the employment of
Taylor & Martin, Inc. as auctioneer for the sale of certain
tractors and trailers.

BAYHAWK ALES: Accountants Resign
On November 11, 1998, Cacciamatta Accountancy Corporation
resigned as the principal accountants of Bayhawk Ales, Inc.  
This resignation was accepted by the Company's Board of
Directors.  There were no adverse opinions, disclaimers
of opinion or qualifications as to uncertainty, audit
scope, or accounting principles in the reports of
Cacciamatta Accountancy Corporation on the
Company's financial statements for the most recent
financial year preceding their resignation.  

BRUNO'S: Seeks To Push Exclusivity Extension To May
Bruno's Inc. is seeking court approval for a 60-day
extension to its exclusive periods to file a plan of
reorganization and solicit acceptances, from March 15 and
May 14 to May 15 and July 15, respectively. The supermarket
chain asserts in its Feb. 25 motion that it has taken
decisive and substantive action during its chapter 11 case,
and that it needs additional time to reach a consensual
plan. Brunos notes that it "recently commenced a proposal
of key terms of a proposed plan of reorganization, which
will initiate the negotiation of agreed terms of the plan
and allow the solicitation of acceptances with the support
of the creditors Committee." Serious negotiations with
creditors recently began, according to Marc D. Puntus of
Weil Gotshal & Manges, counsel to the debtors. (The Daily
Bankruptcy Review and ABI Copyright c March 4, 1999)

COMMERCIAL FINANCIAL: Asset Backed Securities Committee
United states Trustee Joel Pelofsky gives notice of the
final committee appointments to the debtor and all parties
in interest of the Asset Backed Securities Committee,
following the meeting held January 5, 1999 in the office of
the United States Trustee in Tulsa, Oklahoma.

Abbey National Treasury Services PLC
Abbey House
Baker Street
London, England NW16XL

BlackRock Financial Management Inc.
345 Park Ave.
New York, NY 10154

Alliance Capital Management Corp
1345 Avenue of the Americas
New York, NY 10105

AEGON USA Investment Management Inc.
400 W. Mark St., 10th Floor
Road NE
Louisville, KY 40202

CGA Investment Management Inc.
17 State Street
40th Floor
New York, NY 10004

Hartford Investment Management Co.
55 Farmington Ave.
Hartford, CT 06144

ING Investment Management LLC
5780 Powers Ferry Road, NW
Suite 300
Atlanta, Georgia 30327

Structured Finance Advisors, Inc.
17 Talcott Notch Road
Farmington, CT 06032

NationsBank, NA

Miller Anderson & Sherrerd, LLP
One Tower Bridge
West Conshocken, PA 19428-2899

Pacific Life Insurance Company
700 Newport Center Drive
Newport Beach California 92660-6397

Bankers Trust Co., in its capacity
as Trustee pursuant tot he indenture Trusts

Norwest Bank NA, in its capacity as Trustee pursuant tot he
indenture Trusts

Ex Officio Member:
Capital Reinsurance Co.
1325 Avenue of the Americas
New York, NY 10019

COMMUNITY DEVELOPMENT: Housing Agency Files Chapter 7
The Milwaukee Sentinel & Journal reports on March 2, 1999
that  The Community Development Corp. of Wisconsin, the
city's largest non-profit housing group, filed a Chapter 7
bankruptcy petition Monday  in federal court in Milwaukee.
The filing was expected. The organization owns 722 units of
housing, mostly on Milwaukee's north side. The group
collapsed because of mounting losses on its rental  

The corporation estimated it has 100 to 199 creditors, that
both assets and debts are in the $1 million to $10 million
range, and that there will be no funds available for
distribution to unsecured creditors.   A hearing was
scheduled for April 13.

EUROWEB INTERNATIONAL: 1,806,666 Shares For Sale
The stockholders of EuroWeb International Corp. are
offering and selling 1,806,666 shares of EuroWeb common
stock under a prospectus filed with the SEC for each of
their own accounts. The company will not receive any
proceeds from such sales.

EuroWeb stock is listed on the NASDAQ Small Cap Market and
trades there with the symbol "EWEB". On January 6, 1999,
the closing price of one share of common stock on the
NASDAQ Small Cap Market was $1.81.

GOLF TRAINING: Order Converts Case To Chapter 7
On February 23, 1999, the court entered an order converting
the case of Golf Training Systems, Inc., debtor, to a
Chapter 7 proceeding.

Commercial Appeal Memphis TN reports on March 3, 1999 that
the U.S. Labor Department won a temporary restraining order
Tuesday that prevents the bankrupt Health Staffing Services
Inc. from moving documents from its Memphis office.

Labor Department officials said they are trying to gain
back pay for HSS employees, including the 300 who worked
for Mid-South Home Health, based in Memphis.  But
bankruptcy officials said the order, issued verbally by
U.S. Dist. Judge Bernice Donald, will only make it more
difficult for employees to recover their wages.

Mid-South closed suddenly Feb. 17, leaving employees
without pay for four weeks' work. The Labor Department
argued in court documents that clinical reports,  
invoices, bills and other paperwork produced by employees
since Jan. 23 violated the Fair Labor Standards Act because
the employees were not paid for that work. Until the
employees are paid, no one should benefit from the work  
they did, Labor Department attorneys said. HSS employed 600
people. Payroll still owed is about $750,000.

The Labor Department's suit was filed against HSS; its
president, Ron Lusk; Kenneth Welt, bankruptcy trustee, and
Florida-based Capital Factors, a division of Union Planters
Corp. Capital Factors provided financing while HSS operated
under Chapter 11 of the federal bankruptcy code, which
protects companies from their creditors during
reorganization.  On Feb. 12, however, Capital Factors
refused to fund the HSS payroll. On Feb. 19, the HSS case
was converted to Chapter 7 of the bankruptcy code, meaning
the company's assets will be sold off to benefit creditors.
The only secured creditor is Capital Factors, owed about $8
million by HSS.

"The judge's order makes it virtually impossible for any
creditor to recover anything, including the employees,"
said Miami, attorney Arthur Rice, who represents bankruptcy
trustee Welt. "It cripples the trustee's ability
to  marshal the assets. If the trustee can't marshal the
assets, nobody will get anything."

Rice said Welt had negotiated an agreement with Capital
Factors to set aside up to $4,000 per HSS employee owed
back pay and asked bankruptcy court approval  for that
action on Tuesday. The case is being handled in Fort
Lauderdale, Fla., HSS headquarters until the company moved
to Memphis in January.  "I don't think that's going to
happen now," Rice said. "We can't even move the records to
do that. At the moment, everything is frozen."   No
decision, Rice said, had been made to appeal the temporary
restraining order.

INTERACTIVE NETWORK: Special Meeting of Shareholders
A special meeting of shareholders of Interactive
Network, Inc., a California corporation, will be held at
the San Mateo Marriott, 1770 South Amphlett Boulevard, San
Mateo, California 94402 on Wednesday, March 31, 1999 at
4:00 p.m., for the following purposes:     

1. To elect directors to serve for the ensuing year and
until their successors are duly elected and qualified.
Management nominees for director are: Bruce W. Bauer
(Chairman), John J. Bohrer, Donald D. Graham, William
H. Green and William L. Groeneveld.
2. To amend the Company's Bylaws to reduce the current
board range of seven (7) to eleven (11) Directors to a
board of five (5) to nine (9)Directors.     
3. To ratify the selection of KPMG LLP as independent
auditors of the Company for the current fiscal year.     
4. To approve the adoption of the Company's 1999 Stock
Option Plan.

LIVENT: Court Delays Payments
After testifying in Manhattan on Monday that the theater
company had lost $2.175 million on its shows between Jan. 4
and Jan. 31, Livent Inc. won two courtroom motions this
week. On Wednesday the U.S. bankruptcy court denied a
motion brought by "Ragtime" author E.L. Doctorow, four
lyricists and the director who adapted the novel for stage
seeking $544,000 in back payments predating Livent's
November bankruptcy filing. On Tuesday the court denied a
similar motion regarding the current production of "Fosse,"
according to news reports. Long Island, N.Y.-based
Cablevision Systems Corp. is considered the frontrunner to
purchase Livent's assets, but the company continues to
search for potential buyers. (ABI 04-Mar-99)

MEDIA LOGIC: US Trustee Seeks Nod For Chapter 11 Trustee
The United States Trustee seeks approval of the appointment
of David Nickless, Esq. to serve as Chapter 11 trustee in
the case of Media Logic, Inc., debtor.

MILLENIUM SPORTS: Announces End of Bankruptcy
Millennium Sports Management, Inc. (Nasdaq: MSPT) (Common
Stock) announced that it has made its final required
payment to non-insider creditors pursuant to its Plan of
Reorganization confirmed in 1995, and has obtained a
release of all mortgages, liens and other encumbrances
previously securing such obligations.  The Company
also announced that it has entered into a lease agreement
with the Newark Bears franchise of the independent
professional Atlantic League, pursuant to which the Newark
Bears will play a portion of their 1999 home baseball games
at the  Company's Skylands Park facility.

Barry M. Levine, President of Millennium, commented, "It is
with a sense of pride and achievement that we have
completed our payments to our pre-petition non-insider
creditors, with payments having been made without discount
or compromise, and with interest.  We are hopeful that this
will mark a turning  point in the Company's evolution, as
we disencumber our assets and move ahead  without the
burden of accounting to a creditors' committee.

"We are also pleased to welcome the Newark Bears as a new
tenant at our facilities.  We are hoping that the Bears
will provide a good early-season complement to our later
slate of New Jersey Cardinals games."

Millennium Sports Management operates a sports
entertainment and recreation center in Augusta, New Jersey.  
The complex includes a professional baseball stadium, a
sports apparel and collectibles store, a wholesale and
retail sporting goods outlet, batting cages, a video parlor
and a sports lounge.  The Company owns a minority interest
in the New Jersey Cardinals, a minor league affiliate of
the St. Louis Cardinals.  The New Jersey Cardinals have a
long-term lease with Millennium.  

NU-KOTE HOLDING: Lender Objects To Exclusivity Extension
The Lenders, Nationsbank, N.A. for itself and as agent for
a bank group files an objection to the motion to extend the
exclusivity period of Nu-Kote Holding, Inc. and its
affiliated debtors.

The Lenders assert that they have states and established
the basis for the "Lender's Claim" in the amount of
approximately $142 million.

The objection is based on the premise that these cases are
not complex, and fair mindedness demands a fair and level
playing field for the creditors.  Rather than allowing the
debtors to gamble with the creditors' money, the creditors
urge this court to allow them to file a plan.  The
creditors state that the debtors' balance sheets are not
complex, there is no public debt, the debtors are clearly
insolvent and losing money, the collateral of the lender is
dissipating, the "adequacy" of adequate protection is
severely implicated, the debtors may be administratively
insolvent, the creditors wish to promptly file a plan which
cuts their losses, the Board of Directors is hopelessly
conflicted and the Board and management have no equity
stake at risk by reason of the debtor's insolvency.

The Lenders state that the debtors have not acted in good
faith toward their creditors in an attempt to progress
toward reorganization.  In fact they have made no efforts
to seek consensus and have systematically blocked creditors
from timely access to information.

In the 120 day period since the petition date, the debtors
have not presented the lenders with any formulations for a
plan of reorganization.  And the debtors have never even
attempted to enter into discussions with the lenders
concerning reorganization.  The Lenders state that at this
point there is no chance of a consensual plan, and that the
court should now permit an alternative plan to be filed by
the lenders or another party in interest.

The debtors, Nu-Kote Holding, Inc., and its affiliated
debtors seek entry of an order providing that all creditors
of the debtors whose claims are scheduled as disputed,
contingent, or unliquidated, whose claims are not
scheduled, or who disagree with the scheduled claim must
file a proof of claim on or before April 15, 1999 with the
Clerk of the Bankruptcy Court in Nashville, Tennessee.

PARAGON TRADE: P&G Responds To Settlement Order
While Procter & Gamble Company asserts that the debtor's
motion for an order authorizing and approving the
settlement and compromise with the Procter & Gamble Company
("P&G"), the company believes that the motion is
understated and conservative.  P&G states that without the
Settlement and the P&G Licenses, the debtor would have
little chance of surviving in the disposable diaper market
and even less of a chance of continuing in business and
emerging successfully from this Chapter 11 case.

The Settlement according to P&G is a necessary component to
any consensual plan of reorganization.  Yet P&G complains
that the debtor still understates the risks posed by its
illegal conduct and has failed to adequately characterize
the value of the Settlement in relation to its
reorganization effort.

P&G believes that the Settlement is more than a fair and
reasonable compromise of the disputes between the parties.  
P&G states that the debtor's probability of success on its
appeal of the judgment is overstated by the debtors, that
the debtors underestimate their potential exposure in the
contempt proceedings, that the debtor mistakenly attributes
little or no settlement value to P&G's claims other than
the judgment, and the motion fails to recognize the
importance of the P&G licenses to the debtor's continued

PELICAN MORTGAGE: Case Summary & 20 Largest Creditors
Debtor:  Pelican Mortgage Company Inc.
         1105 W. Market St.
         Suite 1046
         Wilmington, Delaware 19899

Parent Corporation: United Companies Financial Corporation

Court: District of Delaware

Case No.: 99-450    Filed: 03/01/99    Chapter: 11

Debtor's Counsel:   Thomas L. Ambro
                    Mark D. Collins
                    Richards, Layton & Finger, PA
                    One Rodney Square
                    PO Box 551
                    Wilmington, Delaware 19899
                    (302) 658-6541

         Harvey R. Miller
   Marcia L. Goldstein
   Brian S. Rosen
   Weil, Gotshal & Manges LLP
    767 Fifth Avenue
   New York, NY 10153
   (212) 310-8000
20 Largest Unsecured Creditors:

Name                              Nature          Amount
----                              ------          ------
First Union National Bank   Bank loan guarantee $89,989,958
Morgan Guaranty Trust Co.   Bank loan guarantee  64,992,747
The Bank of New York        Bank loan guarantee  59,993,305
Credit Suisse First Boston  Bank loan guarantee  59,993,305
Fleet Bank, NA              Bank loan guarantee  59,993,305
NationsBank                 Bank loan guarantee  59,993,305
Bank One, Louisiana         Bank loan guarantee  44,994,979
U.S. Bank                   Bank loan guarantee  44,994,979
The First Nat'l Bank of
Chicago                     Bank loan guarantee  44,994,979
Guaranty Federal Bank, FSB  Bank loan guarantee  44,994,979
The Bank of Nova Scotia     Bank loan guarantee  24,997,211
CIBC                        Bank loan guarantee  24,997,211
Comerica Bank               Bank loan guarantee  24,997,211
DG Atlanta                  Bank loan guarantee  24,997,211
The Fuji Bank Limited       Bank loan guarantee  24,997,211
Hibernia Naitonal Bank      Bank loan guarantee  24,997,211
National City Bank of
Kentucky                    Bank loan guarantee  24,997,211
PNC Bank Kentucky, Inc      Bank loan guarantee  24,997,211
South Trust Bank of
Alabama NA                  Bank loan guarantee  24,997,211
Union Bank of Switzerland   Bank loan guarantee  24,997,211

PENN TRAFFIC: Acadia Realty Trust Responds To Bankruptcy
On February 3, 1999, Acadia Realty Trust (NYSE: AKR) a New
York-based real estate investment trust, responded today to
the bankruptcy filing of the Penn Traffic Company (OTC
Bulletin Board: PNFT), a Syracuse, New York-based operator
of supermarkets in the eastern United States.

Acadia has seven Penn Traffic leases with 300,000 square
feet in its portfolio representing approximately 3% of both
total portfolio square feet and revenues. Acadia has
already successfully arranged for two of these leases to be  
assigned to stronger operators prior to the bankruptcy
filing. One of these stores is already in-place paying the
same rent, the other tenant will begin paying rent in June,
1999, at a slightly lower rent.  Additionally, Penn  
Traffic has indicated that, subject to bankruptcy court
approval, it expects to operate two of these stores without
interruption as part of Penn Traffic's recapitalization.  
The outcome on the three remaining stores is uncertain at  
this point.  If the leases for these three stores are
terminated, Acadia anticipates that one of these stores
will be re-tenanted to another grocery operator and two may
need to be repositioned for alternative uses. The
annual  revenues from these three leases are approximately
$950,000 per annum, or $0.026 per share, per annum, with an
average base rent of $5.56 per square foot (before
consideration of potential re-tenanting and related costs).

According to Kenneth F. Bernstein, Acadia's President, "We
anticipated the bankruptcy of Penn Traffic prior to our
merger with Mark Centers Trust and have been actively
working to mitigate the impact on the REIT.  Accordingly,
the re- tenanting of our Penn Traffic stores has been one
of our highest priorities.  We will continue to address the
re-tenanting of the remaining stores and believe that long-
term, the replacement of Penn Traffic is a
positive step  towards upgrading and repositioning the

Acadia Realty Trust, headquartered on Long Island, NY, is a
self-administered equity real estate investment Trust
structured as an UPREIT, which specializes in the
management, leasing, renovation and acquisition of shopping
centers and multi-family properties.  The Company currently
owns and operates 57 properties totaling approximately 11
million square feet, primarily in the eastern half of the
United States, Acadia's executive offices are located in

PENN TRAFFIC: Court Approves Interim DIP and Trade Motions
The Penn Traffic Company (OTC:PNFT) announced on March 3,
1999 that Judge Peter Walsh of the U.S. Bankruptcy
Court in Delaware has approved Penn Traffic's interim $240
million Debtor-in- Possession (DIP) credit facility with
Fleet Bank and Penn Traffic's motion to  continue paying
its trade creditors during the pendency of its chapter 11
case.  The court has scheduled a final hearing to approve a
$300 million DIP facility  with a bank group led by Fleet
Capital Corporation as agent on March 24, 1999, among other

"Our financial restructuring is proceeding as planned and
as expected," said Gary D. Hirsch, Chairman of The Penn
Traffic Company. "Approval of these first day motions means
that we can continue to make payments to our trade
suppliers  that continue to support the company and to move
forward towards an early completion of our financial
restructuring plan."

The approvals came yesterday as two of a number of Penn
Traffic "first day" motions Judge Walsh approved. First day
motions are those which are motions filed by companies
immediately upon entering chapter 11.

On March 1, 1999, Penn Traffic and certain of its
subsidiaries filed petitions for relief under chapter 11 of
the Bankruptcy Code seeking to implement a prenegotiated
financial restructuring with holders of its senior and  
subordinated notes. The filings also included a proposed
plan of reorganization and related disclosure statement.
This action followed Penn Traffic's previously announced
agreement in principle on the terms of a financial  
restructuring with an informal committee of noteholders.

The financial restructuring will result in the substantial
deleveraging of the Company by canceling its existing $1.13
billion of senior and subordinated notes and (i)
distributing $100 million of new senior notes and
19,000,000 shares of new common stock to the holders of the
existing senior notes and (ii) distributing 1,000,000
shares of new common stock and 6-year warrants to  
purchase 1,000,000 shares of new common stock having an
exercise price of $18.30 per share to the holders of the
existing senior subordinated notes. In addition, the
restructuring provides that each 100 shares of Penn
Traffic's common stock outstanding immediately prior to the
restructuring shall be converted into 1 share of new common
stock for a total of approximately 110,000 shares of
additional new common stock.

Implementation of the restructuring is subject to
consummation of the chapter 11 plan, which requires, among
other things, Bankruptcy Court approval, and no assurances
of such approval can be given. This press release
is not an offer  with respect to any securities or
solicitation of acceptances of a chapter 11  plan. Such an
offer or solicitation will be made in compliance with all  
applicable securities laws and provisions of the
Bankruptcy Code.

PITTSBURGH PENGUINS: $40-$50M Needed to Stay in Pittsburgh
In an attempt to keep the hockey team in Pittsburgh, former
Penguin Mario Lemieux, who led the team to two Stanley Cup
championships, is seeking $40-$50 million from investors
to keep the bankrupt team in Pittsburgh, according to The
Associated Press. Lemieux is owed $31.5 million in deferred
compensation, according to papers he filed, making him the
team's biggest unsecured creditor (the team's total debts
are approximately $125 million). However, Lemieux expressed
his willingness to trade some of the debt owed him for
equity in the team, and has said he wants to assume the
more than $60 million the team owes in bank loans to make
sure the team won't move to another city. Lemieux, who
chairs the committee representing the team's unsecured
creditors, plans to submit his plan to U.S. Bankruptcy
Judge Bernard Markovitz at a March 19 hearing. The judge
has threatened to put the team in receivership unless a
reorganization plan is filed soon. Co-owner Roger Marino,
who says he's lost nearly $40 million operating the team
during the last two years, expressed his hope that Lemieux
would help him rescue the team. Lemieux is suing Marino
for money owed him for a contract that had been approved by
co-owner Howard Baldwin and says he won't work with Marino.
The team filed chapter 11 in October. (ABI 04-Mar-99)

RIVER OAKS: Reaches Agreement With Creditors Committee
River Oaks Furniture, Inc. (OTC Bulletin Board: OAKSE)
announced that it has reached agreement with BNY  
Financial Corp. and the Creditors' Committee on the sale of
substantially all of the existing Company's operational
assets to a reorganized, newly formed River Oaks.

A hearing on the Company's previously-filed sale motion is
scheduled March 11 in the U.S. Bankruptcy Court for the
Northern District of Mississippi in Aberdeen.  The
agreement is subject to approval by the Bankruptcy
Court. "We are extremely pleased to offer a plan that has
the support of our secured lender and the Creditors'
Committee," said Thomas Dieterich, River Oaks chief  
executive officer.

"We, along with our creditors, believe the proposed sale is
in the best interests of all parties, and ensures that
River Oaks will emerge from Chapter 11 as a stronger, more
competitive company poised to meet the demands of the  
upholstered furniture market."

Mr. Dieterich noted that since filing Chapter 11 a year
ago, the Company has successfully completed its targeted
restructuring initiatives.  The new River Oaks will emerge
from the reorganization process as a streamlined
manufacturer  tightly focused on market leading styles,
exceptional quality and outstanding customer service.

Under the agreement, the sale of assets will include the
Company's name, logos, sign marks and trademarks, unexpired
leases and various executory contracts.  The new company,
which will be known as River Oaks Furniture, Inc., will be
owned, in part, by Mr. Dieterich and existing board members
Thomas Keenum, Douglas Jumper and Don Murphy.

Founded in 1987, River Oaks designs and manufactures
leather, upholstered and motion furniture under the brand
names River Oaks (R), River Crest (TM) and Gaines (TM).  
River Oaks filed a voluntary petition under Chapter 11 of
the Bankruptcy Code on March 3, 1998.

ROYAL OAK MINES: Authorized To Borrow Up To C$34.7M
Pursuant to an Order dated February 15, 1999 of the Ontario
Court (General Division) Royal Oak Mines Inc. has been
authorized and empowered to borrow from Trilon Financial
Corporation such monies from time to time as Royal Oak
Mines Inc. may consider necessary or desirable pursuant to
an operating credit facility in the aggregate principal sum
of Canadian $34,700,000, subject to such limits on the
amounts that Royal Oak Mines Inc. may draw down thereunder
as imposed from time to time by the Court.  The Court has
further ordered that the repayment of monies borrowed by
Royal Oak from Trilon Financial Corporation pursuant to
such operating credit facility together with all interest,
fees, charges and other amounts payable in respect thereof
shall be secured by security on all of the present and
future property, assets and undertaking of Royal Oak Mines
Inc. and shall rank senior in priority to any and all other
liens, charges, encumbrances or security of whatever nature
or kind which may at any time exist with respect to such
property, assets and undertaking, subject only to the
Permitted Encumbrances provided for thereunder.

STARMET CORP: 1st Quarter Report For Period Ended 12/31/98
Starmet Corporation report to the SEC that for the first
fiscal quarter, ended December 31, 1998, net sales
decreased by $660,000, or 8%, to $7,419,000, as compared to
the first quarter of the fiscal 1998.

As in fiscal 1998, the Company continued to realize
financial losses and liquidity problems in the three month
period ended December 31, 1998. The Company continues to
have a significant working capital deficiency of
$11,490,000 at December 31, 1998 ($12,138,000 at September
30, 1998) and has restructured or amended its debt
agreements with its principal lender a number of times in
the past year.

TELETRAC HOLDINGS: 5 Directors Resign
Telectrac Holdings Inc. reports to the SEC that between
February February 16, 1999 and February 19, 1999, five
directors resigned from the respective Boards of Directors
of Teletrac Holdings, Inc. and Teletrac, Inc., a wholly
owned subsidiary of the Company. Messrs. Robert Benbow,
Michael A. Greeley and Sanford Anstey resigned on February
16, 1999; Mr. Marc H. Michel resigned on February 17, 1999;
and Mr. Brian A. Rich resigned on February 19, 1999.

Two of the Company's directors, Messrs. James A. Queen and
David J. Berkman, had previously resigned from each of the
Boards in October 1998.

None of the resigning directors did so because of a
disagreement with the Company on any matter relating to its
operations, policies or practices. Messrs. John Sarto, the
Chief Executive Officer of the Company, and
Michael Markbreiter continue to serve as directors of the
Company and Teletrac, Inc.

THREE D: Seeks Court Approval of Exclusivity Extension
The debtor, Three D Departments, Inc. seeks a court order
approving a certain Stipulation among the Creditors
Committee, the debtor and Donald L. Abrams to extend the
exclusivity periods.

The stipulation provides that the exclusive period during
which only the debtor may propose a plan is extended to
April 12, 1999 and the exclusive period during which the
debtor can solicit acceptances of such a plan is extended
to June 10, 1999.  During the extension period the debtor
and Abrams agree to use their best efforts to obtain
sufficient capital to satisfy the operational and plan
needs of the debtor on a go forward basis.

They also agree to make available for an equity investor up
to and including 100% of the equity in the debtor.  
Remaining equity, if any, to be available for existing
equity and management.  

In addition, the debtor must obtain additional capital
funding in the form of an equity infusion or a firm written
unconditional commitment acceptable to the Committee in the
minimum amount of $3 million.  At the expiration of the
extension period, the debtor must be in a position to
assure the Committee to its satisfaction that the debtor
will be able to confirm a plan which provides payment to
the unsecured creditors of $.10 at confirmation and an
additional $.10 with security acceptable to the Committee,
within 2 years of confirmation.  Debtor must also provide
the unsecured creditors with a "performance bonus" based on
a formula to be agreed upon with a cap of an additional

If the debtor fails to obtain the required capital or is
unable to assure the Committee of the dividend, the debtor
agrees not to oppose a motion to convert the case to a
Chapter 7.

TRIBASA: Mexico's Construction Co Faces Restructuring
InfoLatina reports on March 3, 1999 that Mexico's second
largest construction company will embark on a drastic
program of financial restructuring to keep the company's
liquidity crisis form driving it to bankruptcy, declared
executive sources from the company. The company, that has
14 billion pesos of liabilities of which more than 60% are
short term, claims that it is suffering a dramatic
liquidity crunch since the government has not  covered the
full liquidation due when Tribasa returned the toll road
concessions it had. It had promised 100% liquidation in
December 1997 and so far hasn't met that goal, claimed
those sources.

VENTURE STORES: Makes First Distribution To Creditors
Venture Stores Corp. made its first distribution to
creditors following a hearing late last month in
which the court approved the amount of a disputed claims
reserve under Venture's confirmed modified first amended
plan of liquidation. The discount retailer needed to
establish the disputed claims reserve before it could make
the distribution. Venture made the distribution to holders
of allowed administrative claims, allowed tax claims and
allowed claims as defined in the plan, sometime within the
past few days, according to David Stratton of Pepper
Hamilton LLP, counsel to Venture. "In order to get a
distribution by the end of the month we had to get
approval of a reserve for unliquidated and disputed
claims," Stratton added. Venture held $40.3 million at the
time of its motion for an order establishing the disputed
claims fund and anticipated $35.1 million of that would be
made available as part of the initial distribution on
account of administrative, priority, secured and unsecured
claims. (The Daily Bankruptcy Review and ABI Copyright c
March 4, 1999)

WILSHIRE FINANCIAL: Case Summary & 20 Largest Creditors
Debtor: Wilshire Financial Services Group, Inc.
  1776 SW Madison Street
  Portland, Oregon 97205

Type of business: Through its direct and indirect
subsidiaries is primarily engaged in the acquisition of
pools of performing, sub-performing and non-performing
residential and foreclosed real estate and mortgage-backed

Court: District of Delaware

Case No.: 99-480    Filed: 03/03/99    Chapter: 11

Debtor's Counsel: Laura Davis Jones
        Young Conaway Stargatt & Taylor LLP
   11th Floor Rodney Square North
   Wilmington, Delaware 19899
   (302) 571-6600

   Proskauer Rose LLP
   1585 Broadway
   New York, NY 10036
   (212) 969-3000
                  Sheldon I. Hirshon
   Lisa A. Chiappetta

Total Assets:            $118,038,000
Total Liabilities:       $209,798,000
No. of shares of common stock: 10,885,000 - 2,800 holders

20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
Bankers Trust Co.                 13% Notes    $100,000,000
Bankers Trust Co.        13% Series B Notes      84,125,000
JD Edwards World Solution    Trade Payables          75,000
Morgan Walke Associates Inc. Trade Payables          11,500
Quantitative Risk            Trade Payables           8,600
Northwestern Mutual Life     Trade Payables           1,616
Dow Jones and Company, Inc.  Trade Payables             830

WILSHIRE FINANCIAL: Plan Approved by Noteholders
Wilshire Financial Services Group Inc. (Nasdaq:WFSG) today
announced that holders of its outstanding notes have
overwhelmingly approved the terms of its previously  
described restructuring plan with 96% of voters accepting.

As a result of this, the Company can move forward with the
restructuring process by filing its voluntary petition for
reorganization with the United States Bankruptcy Court for
the District of Delaware.

The restructuring will only affect the public parent
company, Wilshire Financial Services Group, and will not
affect any of the daily operations of the Company's
subsidiaries, including Wilshire Funding Corporation,
Wilshire Servicing Corporation and Wilshire's European
operations. Payments to lenders and trade creditors will
continue in the ordinary course of business. The
plan  also resolves all outstanding obligations between the
Company and Wilshire Real Estate Investment Trust Inc., a
separate public company.

"The approval of the restructuring plan by our noteholders
and the filing with the court represent two key steps in
the process we first outlined in October," said Andrew A.
Wiederhorn, Chairman and Chief Executive Officer of
Wilshire Financial Services Group. "We anticipate that the
plan should be approved by the court in mid-April, at which
point we will emerge with a stable capital base that will
allow the Company to again focus on its core strengths of
buying  and servicing mortgage loan portfolios. First Bank
of Beverly Hills has been and will continue to buy assets
throughout the restructuring process."

"The Company has secured debtor-in-possession financing
which will further solidify the restructuring plan,"
continued Wiederhorn. "The combination of the  
restructuring, current cash balances, and the stabilizing
of external markets  should allow us, in due course, to
return to profitability."

The Company's notes, totaling approximately $184 million,
consist of 13% Notes due 2004 and 13% Series B Notes due

Under the plan, the $184 million of outstanding notes will
be exchanged into 100% of the common stock of the
reorganized company. A portion of the new common stock may
be reallocated so that the current shareholders may receive
up to 0.5% of the outstanding shares of the new common
stock in lieu of their present stock. The plan also
provides for the acquisition of the loan servicing assets
of Wilshire Credit Corporation, a private company. The
Company then will be able to service its own assets and
provide third party servicing. This should produce
additional revenues for the Company and eliminate potential  
conflicts of interest.

The company filed chapter 11 in the U.S. bankruptcy court
for the District of Delaware on March 3, 1999. The company
lists assets of $118 million and debts of $209.8 million.

Wilshire Financial Services Group Inc. is a diversified
financial services company conducting business in the U.S.,
U.S. Territories and Europe. The Company specializes in
loan portfolio acquisition, mortgage banking, and  
servicing. It offers wholesale banking through a
subsidiary, First Bank of Beverly Hills, F.S.B. The Company
is headquartered in Portland, Oregon, USA and has offices
throughout the United States and in the United Kingdom,
France, and Ireland.

WIRELESS ONE: Turned Down At the Door
While more than 100 applicants lined up for the C-Block
Reauction at the FCC, just under half made it through
all the paperwork hoops on the first try.  The FCC accepted
52 of the filings, listed 50 as incomplete, and rejected
three. The three rejected applications came from Integrated
Communications Group Corp., Tri-States PCS Inc., and
Wireless One Network LP.

A few major names top the list.  Among them are Omnipoint
Communications Inc. [OMPT], bidding through an entity
called OPCS Three LLC; Western Wireless Corp.  [WWCA],
which is going for D- and E- block licenses while its
partners at Cook  Inlet Region Inc. pursue a range of the
C- and F-block offerings; and Qualcomm  Inc. [QCOM] spinoff
Leap Wireless International [LWIN], which signed
up for 182  licenses across the board.

Some companies aren't participating directly, but have
lined up smaller partners.  Powertel Inc. [PTEL], for
example, formed an alliance with startup Eliska Wireless
(see PCS WEEK, Feb. 24). Powertel has no equity position in  
Eliska, but will provide the company with a credit facility
to augment its other financing.  Eliska has already said it
will use GSM technology, and presumably will bid to fill in
licenses around Powertel markets for roaming purposes.  On
the other hand, Eliska was among the companies whose
applications were incomplete, meaning the company better
scramble to complete its paperwork  or it will have a very
unhappy creditor on its hands.

The FCC offers a 15 percent bidding credit to "small"  
businesses (annual gross revenues averaging under $40
million for the last three years) and a 25 percent credit
to "very small" businesses (average revenue below $15
million for the same period). Thus, there are plenty of
good reasons to apply for credit status and nothing to lose
by asking. Copyright Phillips Publishing, Inc. PCS Week-


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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-
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Debra Brennan and Lexy Mueller, Editors. Copyright 1999.  
All rights reserved.  ISSN 1520-9474.  

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