TCR_Public/990311.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
    Thursday, March 11, 1999, Vol. 3, No. 48


AGRICPAC: Chiquita Offers $26.6 Million
AL TECH: Environmental Remedial Trust Fund Agreement
AMPACE CORP: Committee Seeks To Terminate Exclusivity
BROTHERS GOURMET: Procter & Gamble Offers $22.8 Million

CORDEX PETROLEUMS: No Agreement With Bankers Trust  
EDISON BROS: Filing Again - Fires 250
EDISON BROS: Lists Debt of $295 Million
FIRSTPLUS FINANCIAL: Case Summary & 20 Largest Creditors
INTERNATIONAL WIRELESS: Needs Time To Assume/Reject Lease

IRIDIUM: Covenant Woes Pinch Bank Market Investors                
LOMAS MORTGAGE: Seeks Implementation of Plan
MCA FINANCIAL: Creditor Seeks Records To Protect Pools
PHP HEALTHCARE: Seeks To Retain Investment Bankers
PINNACLE BRANDS: Taps J. Eisch & Assoc. as Accountants

PITTSBURGH PENGUINS: Ex-Owner May Owe $45 Million
READING CHINA: Order Fixes Bar Date - April 26, 1999
SOLO SERVE: Solicitation For Bids
SYSTEMS COMMUNICATIONS: Involuntary Petition Dismissed
VOICE IT WORLDWIDE: Seeks Time To File Disclosure Statement

VOICE IT WORLDWIDE: Plan of Reorganization
WIRELESS ONE: Heartland Seeks Alternative Plan


AGRICPAC: Chiquita Offers $26.6 Million
Chiquita Brands International Inc., Cincinnati, will pay
about $26.6 million for the Agricpac Inc. canning plants in
Eugene and Salem, Ore., by the end of the month, if
Bankruptcy Judge Frank Alley III approves the deal,
according to a newswire report. Agricpac, which filed
chapter 11 in January, sold its frozen food division to
Pro-Fac Cooperative Inc. in February for $90 million,
but Pro-Fac did not want the canning operations. Chiquita
plans to buy the inventory, the canning operations and
labeling and storage facilities. A bankruptcy court hearing
is scheduled for next Tuesday on competing bids for the
canning plants. Chiquita is the world's largest
distributor of bananas and has been moving into the canned
vegetable processing market to position itself better for
the "whims of the banana market," which is subject to
weather conditions and politics. (ABI 10-Mar-99)

AL TECH: Environmental Remedial Trust Fund Agreement
The debtor, AL Tech Specialty Steel Corporation seeks
authorization to enter into an Environmental Trust Fund
Agreement with Marine Midland Bank to provide financial
assurance when needed for facility remediation regulatory
compliance, closure and post-closure monitoring, and
maintenance on a coordinated basis.  A hearing will be held
on March 18, 1999 at 9:00 AM. The debtor has deposited with
Marine the $2.8 million it received from the Allegheny
Settlement as required by the terms of the agreement.

AMPACE CORP: Committee Seeks To Terminate Exclusivity
The Official Committee of Unsecured Creditors of Ampace
Corporation and Ampace Freightlines, Inc., seeks to
terminate the debtors' exclusive periods, then authorizing
the Committee to file its own Chapter 11 plan.  The
Committee states that Ampace Freightlines can not be
reorganized, that the cases are not large or complex, that
the debtors' operations have always lost money and continue
to lose money, and that the debtors concede that this case
is a liquidation.  

There is no commitment for the sale of the debtors' assets
and it appears that no parties are interested in acquiring
the debtors as a going concern.  The debtors' professionals
have objected to the Committee's involvement in any
negotiations and effectively froze unsecured creditors out
of the sales process.  The Committee asserts that the
debtors' efforts to sell the businesses as a going concern
have failed, that the debtors are not paying their bills as
they become due, that they have not made any demonstrable
showing that they can file a viable plan given the debtors'
refusal to work with unsecured creditors in the liquidation
of assets and that there have been no such negotiations
with creditors regarding a plan.  Although the exclusivity
period has not expired, the Committee believes that time is
of the essence to preserve asset value and minimize
administrative expenses. For these reasons the Committee
believes that the facts of this case mandate an immediate
termination of the exclusive periods.

A hearing on the motion will be held on March 19, 1999 at
2:30 PM before the Honorable Peter J. Walsh.

BROTHERS GOURMET: Procter & Gamble Offers $22.8 Million
Procter & Gamble (NYSE: PG) announced that it has reached
an agreement to purchase assets of Brothers Gourmet
Coffees, Inc. of Boca Raton, Florida for $22.8 million --
$21.5 million cash, plus $1.3 million of Brothers'
liabilities.  Brothers filed for Chapter 11 bankruptcy
protection in August 1998.  The agreement is expected to
close about April 30, 1999, subject to  bankruptcy court
and regulatory (anti-trust) approvals.

The purchase includes portions of Brothers' inventory,
accounts receivable, in-store equipment and other
contracts.  Brothers also has an additional supply  
agreement to roast, package and ship coffee to P&G for up
to one year. Brothers' plant site in Houston, Texas, and
its headquarters in Boca Raton, Florida are not included in
the purchase.

The Brothers line of gourmet coffees is sold primarily in
the U.S. Northeast, Southeast, and Denver areas.  Brothers
had gross sales last year of approximately $57 million.

P&G had worldwide sales of $37.2 billion for the fiscal
year ended June 30, 1998.  Its food and beverage brands
include Folgers and Millstone coffees, Pringles, Sunny
Delight, Crisco and Jif.  

Bruno's Inc. announced today that James J. Hagan, Executive
Vice President and Chief Financial Officer of  
Bruno's, has elected to resign effective April 9, 1999. Mr.
Hagan has accepted a position to serve as Chief Financial
Officer of Saturn Retail Enterprises, a newly created
retail subsidiary of General Motors Corporation.

James A. Demme, Chairman of the Board and Chief Executive
Officer of Bruno's, said Mr. Hagan has played a key role in
the reorganization of the Company. Bruno's has been
operating as a debtor-in-possession under Chapter 11
of the  United States Bankruptcy Code since February 2,
1998. During the past year, Bruno's has taken a number of
major steps designed to restore the Company to  
profitability.  Mr. Demme added that he regrets Mr. Hagan's
resignation but understands the attractiveness of the new
position that Mr. Hagan has accepted.

In commenting on his resignation, Mr. Hagan said, "Bruno's
is on course to emerge from reorganization later this year.
As a result, my challenges here have been substantially
completed.  Although I had originally planned to remain
with Bruno's until it had emerged from Chapter 11, my plans
changed when I received a new and irresistible opportunity
about which I am very excited."

Bruno's currently owns and operates 149 retail grocery
stores in Alabama, Florida and Georgia.  

CORDEX PETROLEUMS: No Agreement With Bankers Trust  
According to the Canada Newswire on March 3, 1999,                          
Cordex Petroleums Inc. (TSE-CZX.A) has not been  
able to reach a mutually acceptable arrangement with
Bankers Trust of New York with regard to the disbursement
of approximately US $13,600,000 in net proceeds  from the
sale of the company's oil and gas assets in Chile and
Argentina to Genera SA., which closed on December 7, 1998.
An additional US $1,100,000 was withheld by the purchaser
at the time of the closing. The company has requested a
written accounting from Bankers Trust of New York with
regard to its claims which relate to various cash advances
of approximately US $11,000,000, not  including interest,
dividends, "lump sum" or profit claims.

The claims of Bankers Trust of New York include advances by
a third party.  In addition, Cordex Petroleums Inc. has
identified approximately US $2,600,000 in claims by  
creditors.  In the absence of an acceptable arrangement,
Cordex Petroleums Inc.  applied on March 05, 1999 for court
protection and related legal remedies under  Part III of
the Bankruptcy and Insolvency Act (Canada) and Chapter 11
of the  United States Bankruptcy Code to protect its
creditors and preserve value for  its shareholders. Cordex
Petroleums Inc. intends to continue negotiations to  
resolve all outstanding issues.

EDISON BROS: Filing Again - Fires 250
The St. Louis Post-Dispatch reports on March 9, 1999 that
Edison Brothers Stores Inc. is returning to bankruptcy
court today. The 77- year-old St. Louis company announced
late Monday that it will file another Chapter 11 petition
in Wilmington, Del.

The company also fired about 250 of the 450 to 500
employees at its downtown headquarters. A spokeswoman said
that was done Monday, before the court filing,  so Edison
could pay the workers severance without seeking court

Edison - which owns apparel chains 5-7-9, Riggings, JW,
Coda and Repp Ltd. Big & Tall and shoe chains Bakers and
Wild Pair - said its stores will remain open for business
as usual. It is considering selling one or more of the  
chains.  The company spent nearly two years under Chapter
11 protection the first time. It emerged in September 1997
after shedding about 1,000 stores and 5,000 employees.
But the company continued to languish after its fresh start
from bankruptcy.  Last year, new management closed more
stores, laid off employees and trimmed other expenses.
Sales showed improvement in the last few months of last
year, but they plummeted again in January and last month.
Apparently Edison had problems paying its bills.

In a statement Monday, the company said, "Interruptions in
the flow of merchandise hurt sales in the first two months
of 1999, and the sales deterioration likely will continue
as fresh shipments cease." Edison declined to elaborate,
but observers said many vendors had stopped shipping
because of credit concerns. Dun & Bradstreet - citing
"significant risk" - rates the company four on a credit
score of zero to five, with five being the worst.

The bankruptcy filing will let Edison arrange new credit
and guarantee vendors that new shipments will be paid for.
It said it has lost some key employees and will offer
bonuses to retain some of the rest. The company has about
4,100 full-time employees and 7,600 part- timers.

No details were provided about bonuses to top executives.
Alan D. Miller, predecessor to chief executive Lawrence
Honig, was paid $5.44 million in salary and bonuses during
the last year of Edison's previous bankruptcy.  Edison
competes for the youth market against hotter concepts such
as Abercrombie & Fitch, Wet Seal, The Buckle and Pacific
Sunwear. Abbenhaus said most Edison chains have suffered
from a lack of identity.

"An issue for them going back to the early '90s is that
Edison has had no significant identity in the marketplace,"
he said. "It's so competitive and the market is so image-
conscious that if you don't stand for something, it's tough
to get customers. And Edison didn't have a lot of financial
resources to attack its problems."

This bankruptcy may turn into a liquidation rather than a
reorganization.  The company already has two investment
banking firms exploring the possibility of selling its
chains, and some of the chains' managers are
known to be interested in taking them over.

Gruppo, Levey of New York was hired earlier to try to sell
Edison's Repp Ltd. Big & Tall men's clothing chain and the
Repp catalog. Houlihan Lokey Howard & Zukin of Los Angeles
is exploring possibilities for the other chains. Abbenhaus
said Repp Ltd. was most likely to fetch a good price. A
competitor of Edison said the Coda chain should also be
attractive to buyers.

Edison Brothers at a glance
Founded: 1922
Business: 1,500 stores, most of them in malls. Bakers and
Wild air sell shoes; 5-7-9 sells women's apparel, Riggings,
W, Coda and Repp Ltd. Big and Tall sell menswear.
Employees: 11,700 Financial results: Lost $55 million to
first nine months of fiscal 1998. Annual sales are about
$900 million.

EDISON BROS: Lists Debt of $295 Million
The St. Louis Post-Dispatch reports on March 10, 1999 that  
Edison Brothers Stores Inc. listed assets of $346.8 million
and debts of $295.1 million in its bankruptcy filing
Tuesday. The company filed a Chapter 11 reorganization
petition in Wilmington, Del.

Most of the largest unsecured creditors are institutional
holders of bonds.  Citibank, for example, is owed $10.1
million and Principal Mutual Life Insurance is owed $9.7
million, according to Edison's filing. Some of the
company's major creditors are landlords of its mall stores,
like  Simon Property Group and Rouse Co. Only one St. Louis
company, Hereford Printing Resources, is on the list of the
35 largest unsecured creditors.  Edison says it owes
Hereford $462,000.

Edison, which had said Monday that it would be filing the
bankruptcy petition, has not yet announced additional store
closings.  The company has retained two investment banking
firms to explore the possibility of selling its chains.
Experts like Peter Chapman, who has resumed publication of
his Edison Brothers Bankruptcy News, don't expect this
bankruptcy to end in reorganization. "Although the company
indicates it will attempt a reorganization of its  
business," Chapman said Tuesday, "we project that a
liquidation scenario carries better than 50-50 odds."

After Edison spent nearly two years in bankruptcy the first
time, he said,  "The only hope was that they'd make money
hand over fist. That clearly isn't happening."  Edison has
not yet reported its results for the fiscal year that ended
Jan. 30. For the first three quarters of the year, it lost
$55 million.  The company blamed poor sales since the
beginning of this year on "interruptions in the flow of
merchandise." It declined to say if that was due to
suppliers' not getting paid.

FIRSTPLUS FINANCIAL: Case Summary & 20 Largest Creditors
Debtor:  Firstplus Financial Inc.
         1600 Viceroy Drive
         Dallas, Texas  

Court: Northern District of Texas

Case No.: 99-31869    Filed: 03/05/99    Chapter: 11

Debtor's Counsel: Lenard M. Parkins
Verner, Liipfert, Bernhard, McPherson and             
                  1111 Baghy, Suite 4700
   Houston, Texas 77002
    (713) 225-7200

20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
Turner Broadcasting               Trade debt     2,685,031
Elliott-Marino Motorsports        Trade debt     2,102,756
Westinghouse Group/CBS TV         Trade debt     2,070,624
Premier Systems Integrators, LLC  Trade debt       836,739
Ernst & Young LLP       Trade debt       802,395
Leasing Solutions Inc.       Trade debt       767,160
Naitonal Furniture Liquidators    Trade debt       741,176
Bankers Leasing association, Inc. Trade debt       645,917
M & SD Financial Services         Trade debt       524,414
Fox Sports Network                Trade debt       510,425
Sprint Paranet                    Trade debt       509,427
Staubach Management Services      Trade debt       500,000
Warner Bros. Domestic TV          Trade debt    493,232
MCI Telecommunications            Trade debt       479,179
Vanstar                           Trade debt       435,666
Todays Temporary Inc.             Trade debt       408,695
Bank-One                          Trade debt       385,965
PIC-TV Incorporated               Trade debt       343,370
Texas Direct Inc.                 Trade debt       339,509

INTERNATIONAL WIRELESS: Needs Time To Assume/Reject Lease
The debtors, International Wireless Communications
Holdings, Inc. and its debtor affiliates seek a court order
extending the deadline by which the debtors must assume or
reject a lease of nonresidential real property.  A hearing
will be held on March 11, 1999.

One of the debtors, International Wireless Communications
Inc., is a party to an unexpired lease of nonresidential
real property relating to property located at 400 South El
Camino Real in the City of San Mateo, California. The
property serves as the corporate headquarters of the

In light of the pendency of the decision on plan
confirmation, the debtors can not make a decision at this
time as to whether to assume or reject the lease.  The
debtors seek an order extending the period to assume or
reject the lease for 30 days, through and including April
1, 1999.

IRIDIUM: Covenant Woes Pinch Bank Market Investors                
Bank Loan Report reports on March 8, 1999 that Iridium LLC
zapped the market with word that it expects to miss its
first-quarter targets for subscribers and revenues, putting
it in technical covenant default on an $800 million
credit  facility led by Chase Manhattan. Following the
announcement, the trading value of Iridium paper in the
secondary market-it had already been deteriorating for  
close to a month on word of problems surrounding the
company-bottomed out at a  bid of 95, down from a previous
level of 97.

But Iridium is hardly alone. In fact, many of the most
high- profile loans  backing telecom buildouts, including
Nextel Communications, Cox Communications,  Sprint Spectrum
and Omnipont are all trading below par due to covenant,  
performance and/or capacity issues.

For underwriters and product-starved investors alike,
telecommunications paper-specifically wireless paper priced
at a premium-has become too good to pass up, even if it
comes with the occasional surprising jolt. According to  
Portfolio Management Data Co., telecom accounted for over
16% of all highly leveraged transactions in the last three

The reason? Emerging telecom companies are in need of cash
and their deals are priced to move. Investors are demanding
favorable pricing to offset the inherent risk in lending
money to borrowers that are not cash-flow positive.

As one loan portfolio manager noted, such deals must be
lucrative enough to inspire institutions to commit to them.
"You get no upside for the risk that you're taking," he

LOMAS MORTGAGE: Seeks Implementation of Plan
Nomas Corp. ("Nomas"), the reorganized debtor, seeks
implementation of the Chapter 11 plan.  The debtor states
that certain distributable cash is being held in a trust
for disputed Class 3 claims.  Nomas has executed an
agreement to enter into a transaction with a large real
estate developer which will involve a recapitalization of
Nomas.  The transaction is expected to be favorable to
Class 3 claimants.  The reorganized debtor seeks entry of a
court order approving the form of written creditor trust
agreement, the transfer to the trust of the rights and
obligations of the reorganized debtor and under the plan as
to holders of certain claims, the appointment of successor
trustee and the manner in which new common shares will be

Upon closing of the proposed transaction, the sum of
approximately $17 million will be distributed to existing
Nomas shareholders, a $4 million note payable within one
year following the closing as well as a $600,000 note
payable from collection of certain accounts receivable.  In
exchange for its investment, the developer will receive
49.9% of the common equity in Nomas, plus shares of
preferred stock of Nomas.

MCA FINANCIAL: Creditor Seeks Records To Protect Pools
Sigma Financial Corp., on behalf of MCA Financial Corp.'s
unofficial broker and dealer committee, wants to force the
mortgage servicing company to produce financial information
in connection with the servicing of MCA's "real estate pass
through pools." Sigma asserted that it was clear MCA was
not servicing the pools for reasons that include a lack of
resources, personnel, and time caused by the demands of its
syndicate of warehouse lenders. Moreover, company
conservator B.N. Bahadur has admitted he does not want to
service the pools. "Every day that goes by knocks the pins
out from the Pools' ability to survive, their value and the
value of their assets," the motion concludes. Michigan
Financial Institution's Bureau named Bahadur MCA's
conservator on Jan. 28. (The Daily Bankruptcy Review and
ABI Copyright c March 10, 1999)

PHP HEALTHCARE: Seeks To Retain Investment Bankers
The debtor, PHP Healthcare Corporation seeks authority to
employ and retain Legg Mason Wood Walker, Inc. as
investment bankers for the debtor.

The debtor proposes to employ Legg Mason as its investment
bankers in connection with the sale of D.C. Chartered on
the terms and conditions set forth in the agreement between
the parties.  Legg Mason will identify opportunities for
the sale of D.C. Chartered; advise the debtor concerning
opportunities for such sale; and participate on the
debtor's behalf in negotiations concerning such sale.  Upon
consummation of the sale, the debtor will pay Legg Mason
2.50% on the first $8 million, 3.50% on the next 2 million
and 4.50% on the amount over $10 million.

PINNACLE BRANDS: Taps J. Eisch & Assoc. as Accountants
The debtors, Pinnacle Brands, Inc., Pinnacle Trading Card
Company, MLM Acquisition Corp., Donruss Trading Card
Company, GSAC Holdings, Inc., and FLAPCO, Inc. seek a court
order authorizing the retention and employment of J. Eisch
& Associates, PC as accountants to the debtors for the
specific purpose of preparing the debtors' federal and
state income tax returns for the tax years ended December
31, 1997 and 1998 in connection with their cases.  It is
estimated that the fees for Eisch's services will be
approximately $22,500 plus expenses.

PITTSBURGH PENGUINS: Ex-Owner May Owe $45 Million
Attorneys for current Pittsburgh Penguins co-owner Roger
Marino said that Morris Belzberg, a former owner of the
team, could owe the team's banks $45 million; according to
court documents, he had guaranteed loans that banks made to
the team, the Associated Press reported. Belzberg is one of
the original partners of Penguins co-owner Howard Baldwin
and still has a stake in the team. His attorney said,
however, that he is not on the hook for the $45 million and
that this was done for tax purposes. He said the only way
he would be liable to repay the amount is if the team is
sold and the price falls short of the amount needed to pay
off the loans. He said the team owes banks and insurance
companies about $70 million, but that the team is valued at
about $94 million. Marino has demanded that all partners
invest an additional $600,000 by Friday, or lose their
investment in the team. Belzberg's attorney said the
bankruptcy filing put a hold on such a demand. (ABI 10-Mar-

READING CHINA: Order Fixes Bar Date - April 26, 1999
The U.S. Bankruptcy Court for the District of Delaware
entered an order setting April 26, 1999 as the Bar Date for
filing proofs of claim in the Chapter 11 case.

SOLO SERVE: Solicitation For Bids
A hearing will be held on March 24, 1999 at 2:00 PM in the
U.S. Bankruptcy Court for the Western District of Texas,
San Antonio Division, Courtroom No. 3, 5th Floor, U.S.
Courthouse and Post Office, 615 E. Houston St., San
Antonio, Texas, to conduct a public auction with respect to
20 leasehold interests of the debtor, Solo Serve

SYSTEMS COMMUNICATIONS: Involuntary Petition Dismissed
Systems Communications Inc., Clearwater, Fla., announced
that the bankruptcy court dismissed in its entirety the
involuntary bankruptcy petition filed against the company
by disgruntled ex-employees of former subsidiaries of SCMI,
according to a newswire report. The court also said that
the company has made substantial progress toward paying its
obligations to all parties, and this dismissal clears the
way for Systems to complete its pending merger with (ABI 10-Mar-99)

VOICE IT WORLDWIDE: Seeks Time To File Disclosure Statement
The debtor, Voice It Worldwide, Inc. seeks an order fixing
an extended date by which time the debtor must file its
Disclosure Statement.  The debtor states that it has
substantially changed its business during the course of the
Chapter 11 case.  The debtor was a producer of digital hand
held voice recorders which were sold by the debtor through
various distributors and directly to retailers.

The debtor now manufactures product primarily for sale to
Dragon Systems, Inc. a value added reseller.  Dragon sells
the debtor's digital recorders in combination with its
voice to text software.    The debtor has been negotiating
a longer term contract for Dragon for sale of its product.  
The debtor expects to have the contract completed and in
place over the next 30 days.  This contract should give the
debtor a sound basis for the projections and disclosures as
to the viability of the debtors' business that must be
contained in the Disclosure Statement.

The debtor asserts that creditors can make a more
meaningful decision on the plan if they have more certainty
that the debtor has an ongoing market for its product with
Dragon.  In addition, the debtor's projections need at
least a four month base period of actual results before
being completed.

The debtor is requesting that the court enter an order
setting April 21, 1999 as the date by which time the debtor
must file its Disclosure statement to accompany it s plan
of reorganization filed March 2, 1999.

VOICE IT WORLDWIDE: Plan of Reorganization
The debtor, Voice It Worldwide, Inc. filed its plan of
reorganization dated March 2, 1999. By the terms of the
plan, the debtor provides for a reorganization of its
operations as a going concern.

The following is a designation of all classes of claims and

Class 1- Allowed Unsecured Priority claims - paid in full

Class 2 - Allowed Secured Claim of Coast Business Credit -

Class 3 - Allowed Unsecured Claims - For claims under
$4000, holders will receive 40% of claim.  Claimants with
claims over $4000 will be paid the payments over a three
year period, based on 3% of the debtor's net cash receipts.

Class 4 - Stock Interests held by pre-confirmation
shareholders -unimpaired.

WIRELESS ONE: Heartland Seeks Alternative Plan
Heartland Wireless Communications Inc. requested in late
February that Wireless One Inc.'s board of directors
consider an alternative reorganization plan. Heartland's
alternative plan calls for, among other things, a merger of
Wireless One with Heartland and a material change in
Wireless One's board of directors. Heartland said that a
combined entity offers Wireless One shareholders a better
opportunity to maximize the value of their economic
interests. On the contrary, Heartland said it believes the
company's existing plan may risk erosion of the value of
the company through the sale of assets in an undervalued
market. Barring unforeseen delays, Heartland expects its
plan to be effective by March 31.  (The Daily Bankruptcy
Review and ABI Copyright c March 10, 1999)


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