TCR_Public/990330.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
     Tuesday, March 30, 1999, Vol. 3, No. 61


ACME METALS: Seeks Extension to Assume/Reject Leases
AL TECH: Rescue Hinges On Paying For Cleanups
ALLTEL CORP: Files Annual Report With SEC
AMERICAN RICE: Class Action Filed Against Erly
AMPACE: Objects to Attempt to Terminate Exclusivity

BRANSON SIGNATURE: Disclosure Statement and Plan
CALIFORNIA COASTAL: Annual Meeting of Stockholders
CRIIMI MAE: Suspends Litigation
DENBURY RESOURCES: Proxy Statement/Prospectus
FACTORY CARD: Announces $50 Million in DIP Financing

FWT INC: Not Satsfying Working Capital Requirements
GEOGRAPHICS INC: 10Q For Period Ended December 31
GOLDEN BOOKS: Notification of Late Filing
HARVARD INDUSTRIES: Dividend of Purchase Right Declared
LIVENT: Class Action Filed

MCA FINANCIAL: Matrix Bancorp Reports on Investigation
MEDMAX: Files Chapter 11 and Seeks Buyer
MERCURY FINANCE: Files Information With SEC
NEUROMEDICAL: Files Chapter 11
NU-KOTE HOLDING: Motion To Extend Exclusivity Denied

PICO PRODUCTS: Quarter Report For Period Ended January 31
SCHWEGMANN GIANT: Case Summary & 20 Largest Creditors
STEELTECH: May File Bankruptcy If Debt Restructuring Fails
TELEGROUP: Letter of Intent With Interoute Communications   
USTEL INC: Reports Filing Chapter 11 Petition to SEC

WESTMORELAND COAL: Affiliate Completes Sale
WILSHIRE FINANCIAL: Meeting of Creditors
WORLDWIDE DIRECT: Committee Taps Cornwell Consulting

Meetings, Conferences and Seminars


ACME METALS: Seeks Extension to Assume/Reject Leases
Acme Metals Incorporated, and its debtor affiliate seek a
court order extending the time within which the debtors
shall assume or reject unexpired leases of nonresidential
real property.  The debtors are lessees or sublessees with
respect to approximately 25 unexpired leases of
nonresidential real property.  The leases are an integral
part of the debtors' business as the premises subject to
such leases include right-of-ways used in transporting
goods and raw materials between facilities as well as
leases for sales and business offices.

The debtors state that give n the complexity of the cases
and the burdensome and time-consuming task of evaluating
the unexpired leases, and the importance of this project
and the fact that the debtor'
s immediate focus has been on stabilizing their businesses,
the debtors seek this 120-day extension, to and including
July 25, 1999.

AL TECH: Rescue Hinges On Paying For Cleanups
The Buffalo News reports on March 25, 1999 that                           
creditors are near an agreement on a financial package of
grants and debt forgiveness to pull AL Tech Specialty Steel
Corp. out of bankruptcy.  But the deal is sticking on
responsibility for a multimillion- dollar environmental
cleanup at the company's Dunkirk and Watervliet sites,
union sources said Wednesday.

David A. Munro, assistant attorney general in the A.G.'s  
Environmental Protection unit stated that there must be
sufficient money to clean soil of metal and chemicals
that pose a hazard to water supplies. AL Tech signed a
consent order in 1995 calling for investigation and cleanup
of 22 solid waste management units and nine "areas of
concern" at the 90-acre Dunkirk site.

Atlas Steels Inc. of Mississauga, Ont., is bidding to
acquire the Dunkirk operation with the backing of the
United Steelworkers of America. Both the company and union
are creditors of AL Tech.   Spanish steel producer Tubacex
SA is interested in operating a portion of the Watervliet
plant, although the number of jobs would be sharply
reduced, union sources said.

The proposed new owner at Dunkirk, a partnership between
Atlas and the Steelworkers, shouldn't be saddled with
responsibility for past pollution, USW District Director
Lou Thomas said.

In addition to a reduced bill for the current cleanup,
Atlas/USW seeks a waiver of responsibility for potential
past contamination that is not yet evident.

Tubacex, a $180 million company based in Madrid, holds 18
percent of the U.S. market for stainless steel pipes used
in construction, according to company filings.

ALLTEL CORP: Files Annual Report With SEC
ALLTEL Corporation is a customer-focused information
technology company that provides wireline and wireless
communications and information services. The Company owns
subsidiaries that provide wireline, long-distance, network
access and Internet services, wireless communications,
paging service, information processing management services,
and advanced application software. Telecommunications
products are warehoused and sold by the Company's
distribution subsidiary. A subsidiary also publishes
telephone directories for affiliates and other independent
telephone companies. The Company is incorporated in the
state of Delaware.

Revenues and sales increased $648.9 million or 14 percent
in 1998, $305.7 million or 7 percent in 1997 and $341.0
million or 9 percent in 1996. Net income decreased $63.9
million or 11 percent in 1998, increased $238.1
million or 68 percent in 1997 and decreased $1.7 million or
less than 1 percent in 1996.

AMERICAN RICE: Class Action Filed Against Erly
A class action complaint was commenced on February 18,
1999 in the United States District Court of the Southern
District of Texas on behalf of all purchasers of Erly
Industries Inc. common stock from November 14, 1996 to
September 28, 1998, inclusive. The complaint alleges
that, during the Class Period, certain of Erly's former
officers and  directors violated the Securities Exchange
Act of 1934 by, among other things, intentionally and/or
recklessly issuing material misrepresentations
concerning (1) the financial condition of Erly, (2) the
nature and extent of litigation against Erly, (3) the
effect on Erly and its business of the termination of an
agreement with a rice processor in Saudi Arabia and  
(4) related party transactions. Some of these claims are
also asserted against Deloitte & Touche LLP, Erly's outside

The Complaint further alleges that the price of Erly common
stock was artificially inflated throughout the Class Period
as a result of these misrepresentations, and that the
individual Defendants used inside information to sell
significant amounts of their own personal Erly  
holdings for significant proceeds. Plaintiffs seek to
recover damages on behalf of all class members. Certain of
the Defendants, listed as follows, are also directors,
officers, and former officers of American Rice, Inc.
("ARI"). Douglas A. Murphy is a director and is chief
executive officerof ARI. William H. Burgess is a director
of ARI. William J. McFarland is a former senior vice-
president of ARI. Deloitte & Touche LLP, Erly's outside
auditor, is also ARI's outside auditor.

AMPACE: Objects to Attempt to Terminate Exclusivity
Ampace Corporation and Ampace Freightlines, Inc. object to
the motion of the Official Committee of Unsecured Creditors
for an order terminating exclusive periods and authorizing
filing of a Chapter 11 plan.

The debtors claim that the Committee's motion is a
"leverage play" by a Committee who feels "shutout" of the
bankruptcy process.  The debtors state that there is no
reason to encroach upon the exclusive periods granted to
the debtors.

The debtors state that their postpetition conduct is a
textbook example of what a debtor can and should do during
the first few months of a Chapter 11 filing.   The debtors
state that the Committee does not even allege that the
debtors are grossly mismanaged, that they are using the
exclusivity periods to force creditors to accept a patently
unconfirmable plan, or the existence of acrimonious feuding
between the debtors' principals.  While the debtors say
that they are disappointed that the sale to the potential
purchaser did not happen, the debtors say that they can not
be faulted for their efforts.  

The debtors claim that the Committee's suggestion that the
debtors' professionals are controlling these bankruptcy
cases is a joke; and that the debtors' management was in
total control of the negotiations with the potential
purchaser and the shut down of the Monroe facility.

The debtors believe that the Committee felt shut out of the
negotiations with the potential purchaser because the
debtors did not share the term sheet with the Committee.
The debtors say that while the Committee may feel insulted
by the Debtors' actions, this is not a basis for
terminating the Debtors' exclusive periods.

BRANSON SIGNATURE: Disclosure Statement and Plan
The debtors, Branson Signature Resorts, Inc. and Advanced
Gaming Technology, Inc., submitted their First Amended
Disclosure Statement in support of their joint plan of

The plan provides for the classification and treatment of
claims as follows:

Class 1 - The allowed secured claim of Sammy and Vashti
Shrum. Impaired. As of the petition date the debtors
estimate that the claim was approximately $1,604,000.  The
reorganized debtors will execute a new promissory note in
favor of Shrum with an original principal balance equal to
the amount of the allowed claim. Fully payable on the
seventh anniversary of the Effective date.

Class 2 - The allowed secured claim of SDA. Impaired.  SDA
has asserted a claim of approximately $1.7 million.  The
debtors believe that the claim is actually between $500,000
and $600,000.  The reorganized debtors will execute a new
promissory note in favor of SDA in the amount of $600,000.

Class 3 - The allowed secured and unsecured claims of Dr.
Kenneth Landow.  Impaired. Total claims are approximately
$675,000. Landow shall receive three shares of New AGT
Common stock for each $1 dollar of his allowed claims.

Class 4 - Allowed Secured and Unsecured claims of Scott -
$144,000. Impaired.  Scott shall receive Three shares of
New AGT Common stock for each $1 dollar of his allowed

Class 5 - Allowed secured claims not included in any other
class.  Unimpaired. The debtor is not aware of any such

Class 6A - All allowed unsecured claims against AGT, not
included in any other class.  Impaired. The debtor
estimates that the claims total $1,225,000. Each holder
shall receive 1-88/100 shares of New AGT common stock for
each $1 dollar of his or her allowed claim.

Class 6B - All allowed unsecured claims against BSR - The
debtors are not aware of any claims. Impaired. No

Class 7 - All rights and allowed interests of any interest
holder in AGT.  Impaired. As of the Petition Date there
were in excess of 115 million shares of common stock in AGT
that were issued and outstanding held by approximately 371

Class 8 - All allowed interests in BSR.  Impaired.

The reorganized debtor shall list and aggressively market
the Branson property for immediate sale at or near its fair
market value.  The net proceeds shall be applied to the New
Shrum Note and second, to the New SDA Note, and if there
are any net proceeds remaining after payment of the New
Shrum Note and the New SDA Note in full the debtor shall
retain the funds and use them to support the operation of
its business.  The reorganized debtor shall authorize and
issue 15 million shares of New AGT Common for distribution
under the plan.

CALIFORNIA COASTAL: Annual Meeting of Stockholders
The annual meeting of stockholders of California
Coastal Communities, Inc., a Delaware corporation will be
held at the Mellon Bank Building, 8 Loockerman Street,
Dover, Delaware, on May 18,1999, commencing at 9:00 a.m.
local time, to consider and act upon the following:

(1) To elect five directors of the Company, each for a
term of one year.

(2) To consider and vote upon two (2) amendments to the
Company's Amended and Restated Certificate of Incorporation
to effect a 1:100 reverse stock split which will cash out
approximately 11,200 odd-lot stockholders who each hold
either beneficially or of record less than 100 shares, and
who, in the aggregate, hold approximately 235,300 shares
(2%), immediately followed by a 100:1 forward stock split
which is intended to preserve the current stock price per
share on the Nasdaq National Market.

(3) To consider and vote upon the ratification of the
appointment of Deloitte & Touche LLP as independent
auditors of the Company.

CRIIMI MAE: Suspends Litigation
The National Mortgage News reports on March 22, 1999 that
Rockville, MD-Criimi Mae Inc. has reached an agreement with
Citicorp Securities Inc. under which pending litigation
will be suspended for a four-month period and the parties
will cooperate in the sale of two classes of investment-
grade commercial mortgage-backed securities and $370
million of commercial mortgages. The litigation involves
nearly $40 million of certain subordinated tranches of

If the sales of the mortgages and the two classes of Criimi
Mae CMBS Corp. Commercial Mortgage Loan Trust Certificates,
Series 1998-1 are successful, Criimi Mae said it will use
its portion of the net proceeds to help fund its  
reorganization under Chapter 11 of the U.S. Bankruptcy
Code. In cooperation with Criimi Mae, Salomon Smith Barney
will sell the CMBS and Citicorp Real  Estate Inc. will sell
the commercial mortgages, which Criimi Mae had originally  
planned to securitize.

Criimi Mae chairman William B. Dockser said the pact was
the fourth such agreement with major creditors since
December. The others involved Merrill Lynch Mortgage
Capital Inc., German American Capital Corp., and Morgan
Stanley & Co. International Ltd.

Since the bankruptcy filing, Criimi Mae has suspended its
loan origination, underwriting, and securitization
businesses as well as its acquisition of CMBS.

DENBURY RESOURCES: Proxy Statement/Prospectus
Denbury Resources Inc.  is calling a special meeting of
stockholders to vote on:

- the move of the company's domicile from Canada to the
United States as a Delaware corporation;

- the sale of 18,552,876 of Denbury's common shares to an
affiliate of the Texas Pacific Group, referred to as "TPG,"
our largest shareholder, for U.S. $100 million, or $5.39
per share; and

- the increase in the number of common shares available for
issuance under the company's employee stock purchase and
stock option plans.

The special meeting will be held on April 20, 1999 in
Calgary, Alberta.

FACTORY CARD: Announces $50 Million in DIP Financing
Factory Card Outlet Corp., Naperville, Ill., announced that
it has obtained preliminary approval from the bankruptcy
court for a new $50 million debtor-in-possession facility
from Foothill Capital Corp. and Paragon Capital LLC,
according to a newswire report. The company and its
subsidiary, Factory Card Outlet of America Ltd., filed
chapter 11 on March 23 in order to facilitate a
reorganization to address operational and liquidity
problems. (ABI 29-Mar-99)

FWT INC: Not Satsfying Working Capital Requirements
Currently, the Company is not generating sufficient funds
from operations to satisfy working capital requirements. As
of March 15, 1999,the Company had approximately $1.0
million in availability under the terms of the Revolving
Credit Facility; provided, however, the Company would
havehad no availability under the Revolving Credit Facility
as of such date ifan affiliate of the Company had not
provided a guaranty to the lenders thereunder.
In addition, the Company is currently in default under
certain covenants of the Revolving Credit Facility.  As a
result of these defaults, the lenders under the Revolving
Credit Facility can elect to declare all amounts of
principal and accrued interest outstanding under the
Revolving Credit Facility immediately due and payable. Such
lenders have not accelerated these outstanding amounts.

In addition to the liquidity difficulties, the Company is
experiencing administrative difficulties, including (i) the
resignation of the Company's vice president of finance (who
was the Company's last officer) and the Company's
controller and (ii) the delay in performing certain
essential corporate functions, such as timely preparation
of financial statements. However, Leary, Masson &
Associates continues to provide services based on
the directions of the Company's Board of Directors and
continues to assist the existing employees of the Company
in managing the day-to-day operations.

GEOGRAPHICS INC: 10Q For Period Ended December 31
Geographics, Inc. reports that for the three months ended
December 31, 1998, sales decreased over $3 million to
$5,310,126 compared to the same period one year ago. For
the nine months ended December 31, 1998, sales decreased
approximately $8 million to $16,693,816 compared to the
nine month period ending December 31, 1997.
The decrease is primarily due to the sale of the Core
Business and the loss of Office Max.

For the three months ended December 31, 1998, the company
reports income of $355,621 compared to a loss of $504,593
for the same period one year ago.  For the nine months
ended December 31, 1998, the company reports income of
$1,285,815 compared to a loss of $4,336,216 for the
corresponding period of 1997.

The Company entered into a short-term 4th forbearance
agreement with its lender, effective November 30, 1998,
pursuant to which the lender agreed to extend the
expiration date of the revolving credit facility to April
1, 1999 to permit borrowings of up to $5.5 million.

GOLDEN BOOKS: Notification of Late Filing
Golden Books Family Entertainment Inc. reports a late
filing of its 10K with the SEC. The company states that it
is currently working to file a plan of reorganization  and
a disclosure  statement.  The company's reduced staff is  
unable to meet the requirements  of providing  information  
to the Bankruptcy  Court  including the filing of the plan
of reorganization and the related disclosure statement and
at the same time complete the Form 10-K  requirements.  The  
company expects to file the Form 10-K no later than the  
fifteenth  calendar day following the due date.

HARVARD INDUSTRIES: Dividend of Purchase Right Declared
On March 24, 1999, the Board of Directors of Harvard
Industries, Inc., a Delaware corporation declared a
dividend of one preferred share purchase right on each
outstanding share of the Company's common stock, par value
$0.01 per share payable to stockholders of record on April
5, 1999.

With certain exceptions, each Right, when exercisable,
entitles the holder thereof to purchase from the
Company one one-hundredth of a share of Series A Junior
Participating Preferred Stock, par value $0.01 per share,
of the Company at an exercise price of $30 per one one-
hundredth of a Preferred Share, subject to adjustment.

The terms of the Rights are set forth in a Rights Agreement
between the Company and State Street Bank and Trust
Company, a Massachusetts trust company, as Rights Agent.

LIVENT: Class Action Filed
Pomerantz Haudek Block Grossman & Gross LLP  
announced that it has filed a Complaint seeking class
action status in the United States District Court for the
Southern District of New York on behalf of  purchasers of
9-3/8% Senior Unsecured Notes Due 2004 of during the period
from October 10, 1997 through August 10, 1998.  Named as
defendants are Garth Drabinsky, Myron Gottlieb, Gordon
Eckstein, Robert Topol, Maria Messina, H. Garfield Emerson,
Martin  Goldfarb, A. Alfred Taubman, CIBC Oppenheimer, and
Deloitte & Touche Chartered Accountants.

The Complaint charges that the defendants violated Sections
10(b) and 20(a) of the Exchange Act of 1934, and Sections
11, 12(2) and 15 of the Securities Act of 1933, by, inter
alia, misleading investors via the dissemination of  
materially false and misleading information to the
investing public which overstated Livent's assets and
earnings in the Company's financial statements  
for fiscal years 1996 and 1997, as well as the first
quarter of 1998.

Specifically, the Complaint alleges that during the Class
Period, defendants misled Livent's financial condition to
the public by, among other things (a) executing sales
agreements between Livent and third parties that contained
side agreements that required Livent to pay back amounts
advanced by the other parties to the agreements, resulting
in the overstatement of revenue and the understatement of
the Company's liability; (b) transferring costs associated  
with particular theatrical shows to capitalized fixed asset
accounts, resulting in the understatement of expenses; (c)
transferring costs from a currently running show to another
show that had either not yet opened or that had a longer
amortization period, resulting in the understatement of
expenses; and (d) removing from the Company's books and
records expense and accounts payable entries, resulting in
the understatement of expenses and liabilities.

As a result of defendants' conduct, Livent reported
inflated revenues and understated losses for fiscal year
1997 and the first quarter of 1998.  For fiscal year 1997,
Livent reported a pre-tax loss of $62.1 million when the  
Company's true loss was at least $83.6 million. Moreover,
Livent overstated its pre-production costs and understated
its production expenses, resulting in the overstatement of
net income. For fiscal year 1997, Livent overstated its
pre-production costs by approximately $23.9 million.

On August 10, 1998, Livent issued a press release
disclosing than an internal investigation had uncovered
accounting irregularities that included improper  
revenue recognition and the failure to record or improper
deferral and capitalization of expenses.  As a result, the
Company restated its financial statements for the years
1995, 1996, and 1997, as well as the first quarter of  
fiscal 1998.  This restatement had a cumulative adverse
effect on net income in excess of $98 million. Moreover,
the Company suspended defendants Drabinsky and Gottlieb.

MCA FINANCIAL: Matrix Bancorp Reports on Investigation
Matrix Bancorp Inc. announced that its investigation of the
events surrounding the MCA Financial Corp. collapse has
been substantially completed, according to a newswire
report. As of Dec. 31, Matrix Financial had about $5
million in mortgage loans on its balance sheet that had
been acquired from MCA. Its investigation revealed that
certain of the loans may have been sold or pledged as
collateral to various parties multiple times. The
investigation also showed that several of the mortgage
loans had servicing issues, such as an instance in which
loans owned by Matrix Financial and serviced by MCA had
previously been paid off, but for which MCA as servicer had
not remitted the payoff proceeds. Matrix has determined
that as a result of transaction undertaken by Matrix
Financial and United Financial, another of Matrix Bancorp's
subsidiaries, that a loss is probably and reasonably
estimable. Subsequently, Matrix has recorded a loss of $2.3
million as of Dec. 31. (ABI 29-Mar-99)

MEDMAX: Files Chapter 11 and Seeks Buyer
MedMax Inc. filed chapter 11 on Friday, two weeks after it
posted going-out-of-business signs at its three remaining
stores, The Detroit Free Press reported. The Southfield,
Mich., health care superstore chain has about $3.7 million
in secured debt with about 1,000 creditors, according to
court documents. MedMax hopes to find a buyer for all or
part of its business, which used to include 12 stores in
three states. The two-and-a-half-year-old company has never
made money as a wellness chain aimed at the aging
population, and cash flow problems have escalated in recent
month. (ABI 29-Mar-99)

MERCURY FINANCE: Files Information With SEC
On July 15, 1998, MFN Financial Corporation f/k/aMercury
Finance Company, a Delaware corporation, filed a voluntary
petition for relief in connection with its plan of
reorganization under Chapter 11 of Title 11 of the United
States Code in the United States Bankruptcy Court for the
Northern District of Illinois, which was assigned to the
Honorable Erwin I. Katz, U.S.Bankruptcy Judge.

On March 10, 1999, the Court entered an order confirming
the Company's Second Amended Plan of Reorganization (the
"Plan"). The effective date of the Plan was March 23, 1999.

Under the Plan, the Company's senior lenders will receive
new senior secured notes equal to 75 percent of the face
value of their then current outstanding balance after the
receipt of Excess Cash (as defined in the Plan) and their
pro rata share of 9,500,000 shares of the initial equity of
the reorganized company. The holders of subordinated notes
will receive $22.5 million in new junior unsecured
subordinated notes.

The shareholders of the Company will receive their pro rata
share of (i) 500,000 shares of the initial equity of the
reorganized company and (ii) three series of warrants, each
exercisable for 580,000 shares of the common stock of the
reorganized company, with expiration dates of three, four
and five years, respectively, from the effective date of
the Plan. The exercise price of the Series A Warrants will
be $15.34, the exercise price of the Series B Warrants will
be $21.81 and the exercise price of the Series C Warrants
will be $28.27.

Pursuant to the Plan, the Company will transfer to a
certain trust established under the Plan (the "Liquidating
Trust"), on the Effective Date, (i)$5 million in cash, (ii)
the Company's claims against KPMG Peat Marwick and
(iii) $250,000 in cash for fees and costs to be incurred in
connection with the Liquidating Trust. Holders of
Securities Fraud Claims (as defined in the Plan)
will receive a share of the beneficial interests in the
Liquidating Trust in complete settlement, satisfaction and
discharge of their claims. In accordance with the Plan, the
Company will also pay (i) $13.35 million into funds
established for the benefit of holders of certain
indemnification claims against the Company on the Effective
Date and (ii) upon verification, costs and expenses
of officers, agents and employees who are no longer
employed by the Company as of the first day immediately
following the Effective Date (other than the claims
of the estate of James A. Doyle and John N. Brincat in
respect of which no obligations shall be assumed), to the
extent such costs and expenses are incurred after the
Effective Date in connection with their participation in an
agency or government investigation, which costs and
expenses are limited to $250,000 in the aggregate. The
Company has also agreed to (i) pay John N. Brincat $100,000
and (ii) release Mr. Brincat from all claims the Company
may have against him, in complete settlement, satisfaction
and discharge of any claims Mr. Brincat may have against
the Company, subject to the approval of the United States
District Court for the Northern District of Illinois by a
final non-appealable order.

Under the Plan, the reorganized company will have
50,000,000 shares of Common Stock, par value $.01 per
share, authorized, 10,000,000 shares of which are to be
issued and outstanding. No shares are reserved for future
issuances in respect of claims and interests filed and
allowed under the Plan.

NEUROMEDICAL: Files Chapter 11
Citing losses of $36.6 million in 1997 from $13.8 million
in 1994, Neuromedical Systems Inc. announced that it filed
chapter 11 on Friday, with assets of $34.8 million and
liabilities of $9.6 million, according to a newswire
report. The company plans to sell its intellectual property
rights to AutoCyte Inc. for $4 million in cash and 1.4
million shares. In January, the company retained
Houlihan Lokey Howard & Zukin to help it identify strategic
options. Neuromedical, based in Upper Saddle River, N.J.,
supplies cytology screening and anatomic pathology
diagnostic equipment and services. AutoCyte, Burlington,
N.C., makes an integrated automated sample preparation and
image analysis system to support cytotechnologists and
pathologists in cervical cancer screening. (ABI 29-Mar-99)

NU-KOTE HOLDING: Motion To Extend Exclusivity Denied
The Honorable Keith M. Lundin entered an order on March 17,
1999 denying the motion to extend the debtors' exclusivity
period to file and obtain acceptance of the plan of

PICO PRODUCTS: Quarter Report For Period Ended January 31
Pico Products Inc., filed its Form 10Q with the SEC for the
quarterly period ended January 31, 1999.  For the three
month period ended January 31, 1999 compared to the same
period in 1998, sales decreased 19.8% from 6.46 million to
5.18 million. A return to profitability is contingent upon
the Company obtaining adequate financing to purchase
product inventory. The terms of the Company's senior debt
facility were recently revised in connection with the sale
of the Company's trap and filter manufacturing business.
The Company had approximately $6,768,000 outstanding under
the senior facility and the Company's borrowings exceeded
its calculated borrowing base by $290,000 on January 31,
1999. At January 31, 1999, the Company was in violation of
several of the financial covenants under its senior and
subordinated debt, including covenants with respect to
quarterly sales and earnings.

SCHWEGMANN GIANT: Case Summary & 20 Largest Creditors
Debtor:  SGSM Acquisition Company LLC
         5300 Old Gentilly Road
         New Orleans, Louisiana

Court: District of Delaware

Case No.: 99-715    Filed: 03/23/99    Chapter: 11

Debtor's Counsel:  

Paul, Weiss, Rifkind, Wharton & Garrison
Stephen J. Shimshak
Andrew N. Rosenberg
Loren F. Levine
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000

James L. Patton, Jr.
S. David Peress
Young, Conaway Stargatt & Taylor
PO Box 391
Wilmington, Delaware 19899
(302) 571-6600
20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
Supervalu Inc.                   Trade debt         $5.6 m
Schwegmann National Bank & Trust Money Orders       $3.9 m
LA Coca Cola Bottling            Trade debt     $1,294,067
Brown's Velvet Dairy             Trade debt     $1,278,318
St. Rose Nursery                 Trade debt       $535,961
Penner & Welsch    Trade debt    $417,990
Frito-Lay    Trade debt       $300,166
Jefferson Building   Trade debt       $256,510
Peter A. Mayer                   Trade debt       $245,842
Barbe's Dairy, Co.               Trade debt       $211,650
Glazers/NOBA/CACTUS              Trade debt       $210,992
Pepsi-Cola/Seven-Up Beverage     Trade debt       $204,232
Times-Picayune Publishing co.    Trade debt       $197,017
Commercial Equipment Service     Trade debt       $191,635
Louisiana Pride Seafood, Inc     Trade debt       $159,557
Nabisco Biscuit Company          Trade debt       $157,127
Magnolia Liquor Co. Inc.         Trade debt       $141,041
Anderson-Gemco Gulf Coast NE     Trade debt       $136,578
Community Coffee Co. LLC         Trade debt       $134,123
BPE Inc.                         Trade debt       $132,270

STEELTECH: May File Bankruptcy If Debt Restructuring Fails
Steeltech Manufacturing Inc., a Milwaukee metal fabricating
company, may seek bankruptcy protection if its creditors
don't accept a complex debt  restructuring plan offered by
the company this week. The future of the firm and its 80
workers hangs on the outcome. Steeltech concedes its
future, without the debt restructuring, looks "bleak,"
according to a copy of the plan. Steeltech, which at one
time employed about 220 people, continues to lose money as
it labors under nearly $30 million in debt.

The restructuring proposal asks its secured creditors who
are owed $22.2 million to accept a collective payment of
about $7.3 million in cash. The plan also calls for all
creditors to receive stock in a new, diversified holding
company of which Steeltech would be a part.

"Either we get this proposal accepted by our creditors, or
we'll file a Chapter 7," said Hugh Nelson, Steeltech's vice
president of marketing.  "There's no way these people are
going to get paid anything if we file that.  Everybody
would have to take a haircut."   Without a reorganization,
Steeltech is doomed, said company President Chuck
Wallace. He said the company must generate new business
beyond government contract work and eliminate its heavy
debt load to survive.

The proceeds from the sale of the stock, which would be
traded on European exchanges, would be used as working
capital and to pay Steeltech's senior secured creditors.  
Under the plan, a European investment bank would be paid up
to 10% of the proceeds for overseeing the stock sale.

Steeltech's current business of metal finishing and
coating, automotive remanufactured components, tire
manufacturing and tire wholesale distribution.  Steeltech
estimates the four divisions would generate about $145
million in annual sales. The Steeltech operation would
contribute about $15 million.

The creditors have until April 3 to consider the proposal.
They want to know how Steeltech arrived at its proposed
payments.  Steeltech owes Super Steel $5.4 million but is
proposing  to pay the company $1.6 million in cash.
Meanwhile, Steeltech owes the City of Milwaukee $5.9
million but wants to pay the city $4.1 million in cash.  
Steeltech owes the state Department of Commerce $1.8
million but wants to pay $300,000 in cash.

Steeltech, founded in 1990, continues to lose money.
Despite a $2 million contract it landed in June to
assemble, fabricate and paint the steel panels  
and trusses for Miller Park's roof, the company posted  an
operating loss of $107,887 for 1998. (Milwaukee Sentinel

TELEGROUP: Letter of Intent With Interoute Communications   
Telegroup, Inc. announced that it had signed a Letter of
Intent with Interoute Communications Group Limited based
in London U.K in which Interoute proposes, subject to the
satisfaction of certain conditions, including the
completion of a full investigation of Telegroup and
negotiation and execution of a sale and purchase agreement,
to acquire substantially all of Telegroup's U.S. assets
and all of the issued share capital of its European  
subsidiaries and certain other Telegroup subsidiaries.  The
transaction would be accomplished through a sale pursuant
to Section 363(b) of the U.S. Bankruptcy Code. Both parties
will make best efforts to complete a Sale and Purchase
Agreement by April 28, 1999, and close the transaction by
the end of May, subject to Bankruptcy Court approval.

"The transaction with Interoute, if completed, would
benefit Telegroup's customers, agents and employees," said
Clifford Rees, Telegroup's Chief Executive Officer.
"Interoute is a well-capitalized company with a strong  
management team. Interoute's extensive global network and
multiple interconnect and direct operating agreements will
expand Telegroup's product offering and lower its cost base
in many key markets around the world."

Interoute is an international telecommunications company
focused on providing high quality, competitively priced
international and domestic long distance telecommunications
services to retail and wholesale customers around the
globe. The company has approximately 1,000 employees.  
Interoute is 77% owned by the Sandoz Family Foundation.

Telegroup provides national and international long distance
telecommunications services, serving residential and small
and medium-sized business customers in more than 200
countries worldwide. The company also provides value-added  
wholesale services to over 40 domestic and international
telecommunications carriers. Telegroup operates a global,
digital, facilities-based network, the Telegroup
Intelligent Global Network (R), which consists of 25 Nortel
DMS 250/300 and Excel LNX voice switches in 12 countries,
23 Nortel Passport ATM switches, 6 enhanced services
platforms, 26,000 miles of owned and leased capacity on
digital fiber-optic cable links, and leased parallel data  
transmission capacity.

USTEL INC: Reports Filing Chapter 11 Petition to SEC
A Voluntary Petition for Bankruptcy under Chapter 11 of the
United States Bankruptcy Code was filed by UStel, Inc. in
the United States Bankruptcy Court, Western District of
Washington on March 10, 1999.

No reorganization plan has been filed to date.  The
Company is currently in negotiation with various parties
interested in acquiring  all or substantially all of the
assets of the Company.  The Company is working to
finalize the terms for the sale of all or substantially all
of its assets.  Finally, the Company expects to execute a
post-petition Loan and Security Agreement with Coast
Business Credit and Goldman Sachs Credit Partners that
will enable the Company to operate as a debtor in
possession, leaving existing directors and officers in
possession of the operations of the  Company subject to the
supervision and orders of the United States Bankruptcy
Court, for at least the next ninety (90) days.
WESTMORELAND COAL: Affiliate Completes Sale
Westmoreland Coal Company announced that its affiliate  
LG&E-Westmoreland has completed the sale of all of its  
remaining interest in its 79.6 MW natural gas fired
cogeneration  project in Rensselaer,  New York,  to Fulton
Cogeneration Associates, L.P., an affiliate of The Coastal  
Corporation.  The Partnership is 50% owned by Westmoreland
Energy, Inc., a wholly-owned subsidiary of Westmoreland  
Coal  Company, and 50% owned by LG&E Power, Inc.  Closing
of the transaction occurred simultaneously with yesterday's
execution of the definitive purchase agreement.  

Westmoreland's projected share of the net proceeds is in
excess of $33 million.

WILSHIRE FINANCIAL: Meeting of Creditors
On March 3, 199, Wilshire Financial Services Group Inc.,
debtor, filed a petition for relief under Chapter 11.  A
meeting of creditors is scheduled for April 12, 1999 at
10:00 AM at the J. Caleb Boggs Federal Building, 844 King
Street, Room 2313, Wilmington, Delaware 19801.  A hearing
to consider approval of the Disclosure Statement and
confirmation of the plan has been scheduled for April 12,
1999 at 4:00 PM in the U.S. Bankruptcy Court, 824 Market
Street, 6th Floor, Wilmington, Delaware 19801.  The debtor
will remain in possession of its property and will continue
to operate its businesses unless a trustee is appointed.

WORLDWIDE DIRECT: Committee Taps Cornwell Consulting
The Official Committee of Unsecured Creditors of Worldwide
Direct, Inc. et al., debtors, seeks to employ Cornwell
Consulting Services, Inc. as management consultants for the
Committee.  The Committee requests that Cornwell conduct
the necessary operational review of the telecommunications
portions of the debtors' businesses and operation.  
Cornwell agreed to perform the services on an estimated
budget of $36,000.

On March 18, 1999, Judge Mary F. Walrath entered an order
authorizing SmarTalk TeleServices, Inc., ("SMTK") debtor,
to borrow pursuant to the Credit Agreement and the
Affiliates may guaranty such borrowings, up to $10,000,000
which shall be used for the purpose of providing working
capital for SMTK in accordance with the terms and
conditions of the Credit Agreement.

Meetings, Conferences and Seminars
April 5-6, 1999
      21st Annual Current Developments in
      Bankruptcy and Reorganization Conference
         PLI Conference Center, New York, New York
            Contact: 1-800-260-4PLI or

April 15-18, 1999
      Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800

April 19-20, 1999
      21st Annual Current Developments in
      Bankruptcy and Reorganization Conference
         Grand Hyatt, San Francisco, California
            Contact: 1-800-260-4PLI or

April 22-23, 1999
      Conference on Revised Article 9 of
      the Uniform Commercial Code
         Sheraton New York Hotel, New York, New York
            Contact: 1-800-CLE-NEWS

April 22-25, 1999
      69th Annual Chicago Conference
         Westin Hotel, Chicago, Illinois
            Contact: 1-312-781-2000 or   

April 26-27, 1999
      Bankruptcy Sales, Mergers & Acquisitions
         The Mark Hopkins, San Francisco, California
            Contact: 1-903-592-5169 or   

April 28-30, 1999
      INSOL Bermuda '99 Conference of the Americas
         Castle Harbour Marriott Resort

April 30-May 4, 1999
      Annual Meeting and conference, including a one-day
      program on cross-border insolvencies
         Shangi-La Hotel, Bangkok, Thailand
            Contact: 011-66-2-233-0055

May 28-31, 1999
      51st Annual New England District Meeting
         Equinox Resort, Manchester Village, Vermont
            Contact: 1-413-734-6411   

June 3-6, 1999
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800

July 1-4, 1999
      Western Mountains Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722
July 10-15, 1999
      105th Annual Convention
         Chateau Mont Tremblant, Mont Tremblant, Quebec
            Contact: 1-312-781-2000 or

July 15-18, 1999
      Northeast Bankruptcy Conference
         Mount Washington Hotel & Resort
         Bretton Woods, New Hampshire
            Contact: 1-703-739-0800

August 4-7, 1999
      Southeast Bankruptcy Workshop
         The Ritz-Carlton, Amelia Island, Florida
            Contact: 1-703-739-0800

August 29-September 1, 1999
      1999 Convention
         Grove Park Inn, Asheville, North Carolina
            Contact: 1-803-252-5646 or

September 16-18, 1999
      Southwest Bankruptcy Conference
         The Hotel Loretto, Santa Fe, New Mexico
            Contact: 1-703-739-0800

December 2-4, 1999
      Winter Leadership Conference
         La Quinta Resort & Club, La Quinta, California
            Contact: 1-703-739-0800


The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to are encouraged.  
Bond pricing, appearing in each Friday edition of the TCR,
is provided by DLS Capital Partners, Dallas, Texas.

S U B S C R I P T I O N   I N F O R M A T I O N     
Troubled Company Reporter is a daily newsletter, co-
published by Bankruptcy Creditors' Service, Inc.,
Princeton, NJ, and Beard Group, Inc., Washington, DC.  
Debra Brennan and Lexy Mueller, Editors. Copyright 1999.  
All rights reserved.  ISSN 1520-9474.  

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