TCR_Public/990407.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
     
     Wednesday, April 7, 1999, Vol. 3, No. 67

                   Headlines

APROGENEX: Files for Bankruptcy to Prevent Lawsuits
BIRRAPORETTI'S: Investor Group Buys Out of Bankruptcy
BRAZOS SPORTSWEAR: Notice of Bar Date
BRUNO'S: Court Grants Exclusivity Extension
BRUNO'S: Seeks To Market and Sell Four Properties

CAMPO ELECTRONICS: Trustee Applies To Employ Accountant
DOW CORNING: Arguments Over Interest Rates Continue
ELSINORE CORP: Notice of Final Decree; Case Closed
ERNST HOME CENTER: Hearing on Disclosure Statement
FIRSTPLUS FINANCIAL: Committee Taps Attorneys

JOTAN: Order Converts Case To Chapter 7
JUMBOSPORTS: Order Grants Motion to Sell Property
KIWI: Deadline to File a Proof of Claim
KIWI: Stanziale Appointed To Oversee Assets
KOO KOO ROO: Files Annual Report With SEC

LIBERTY HOUSE: Court Gives Three More Months On Plan
LIBERTY HOUSE: Order Authorizes D&O Insurance
LOTTOWORLD: Hearing on Disclosure Statement
MCGINNIS GLOBAL: Hearing on Disclosure Statement
MOBILE ENERGY: Seeks To Retain Blackburn as Expert Witness

PLANET HOLLYWOOD: Files Annual Report With SEC
RAYTECH CORP: Announces 1998 Results   
SABACOL INC: Order Extends Time To Assume/Reject Leases
SERVICE MERCHANDISE: Court Grants Requests
SERVICE MERCHANDISE: Report on DIP Financing

TCC INDUSTRIES: Files Notification of Late Filing
THE PENN TRAFFIC: Disclosure Statement; $300M DIP Approved
THOMSON RECOVERY: Double Day Announces Sale Approval
UNITED COMPANIES: Meeting of Creditors
WESTMORELAND COAL: Files Annual Report With SEC
WHITE ROSE: Reports Improved Operating Results

                   *********

APROGENEX: Files for Bankruptcy to Prevent Lawsuits
---------------------------------------------------
Aprogenex Inc. filed chapter 11 two weeks ago in an effort
to overcome objections to the sale of its intellectual
property and to hold off lawsuits filed by some of its
creditors, The Houston Business Journal reported. The
defunct Houston company has had no business operations for
the last two years and has been trying to sell its
intellectual property to a Chicago company, Vysys Inc., for
more than a year.

Attorney Joseph Epstein of Kirkendall & Igsur said a
bankruptcy filing became one of the few options to
facilitate the sale. He said shareholders blocked previous
attempts to sell a probe to test pregnant women's blood for
fetal abnormalities-an alternative to amniocentesis.
Epstein said the company filed two weeks ago with a plan to
facilitate the liquidation process quickly. He said the
proposal includes a sale of all the intellectual property
for $250,000 in cash and about 80,000 shares of Vysis. (ABI
06-Apr-99)


BIRRAPORETTI'S: Investor Group Buys Out of Bankruptcy
-----------------------------------------------------
Birraporetti's, a Houston-area chain known as an Italian
restaurant and an Irish bar, was bought out of bankruptcy
by a group of investors that includes original founder
Michael D. Horan, according to The Houston Business
Journal.

The chain expanded rapidly between 1986 and 1988, but it
held a high debt service when the Texas economy was
depressed. Horan has not been involved with the chain for
eight years. In 1991, he sold his group of restaurants to
outside investors under a court-approved bankruptcy
reorganization plan; his idea was that he and his parents
would retain an interest in the chain. The deal soured and
he filed a lawsuit against BP Acquisition Corp., owners
Philip S. and Hermann Sassower and two attorneys
representing Horan at the time. He said that his attorneys
had advised him to file for chapter 11 protection and then
sell to the Sassowers, but he said once the sale was
completed, the Sassowers and his attorneys removed him from
the company. The Sassowers made major changes and took away
the bar and pub-style motif that had made it so popular.
Today, the new owners plan to refocus on the Irish bar
concept. (ABI 06-Apr-99)


BRAZOS SPORTSWEAR: Notice of Bar Date
-------------------------------------
Brazos Sportswear, Inc. and its debtor affiliates provided
notice that the U.S. Bankruptcy Court for the District of
Delaware entered an order fixing May 17, 1999 as the last
date for all persons and entities, with certain exceptions
to file proofs of claim against one or more of the debtors.


BRUNO'S: Court Grants Exclusivity Extension
-------------------------------------------
Judge Walrath granted the Debtors an extension of their
exclusive period during which to file a plan of
reorganization through May 14, 1999, and granted a
concomitant extension of the exclusive period during which
to solicit acceptances of such plan through July 15, 1999.
(Bruno's Bankruptcy News Issue 16 31-Mar-99; Bankruptcy
Creditors' Service Phone 609-392-0900 FAX 609-392-0040)


BRUNO'S: Seeks To Market and Sell Four Properties
-------------------------------------------------
The Debtors seek to market and sell, through an auction,
four nonresidential real properties that they own in fee
and three leases associated with one such property.  The
properties have little value to the Debtors as part of
their ongoing business operations and may be of value to
third parties.

The five properties are located in Alabama.  Of the four,
three include a parcel of land and the vacant grocery store
located thereon.  The fourth property is a shopping center
located thereon, consisting of a vacant grocery store and
small shopping spaces subject to three leases under which
the Debtors are the lessors.

The auction is to be conducted on-site at each of the
properties on April 12 and 13, 1999 by Higgenbotham
Auctioneers International Ltd., Inc.  The Debtors have
agreed to pay Higgenbotham a fee equal to 10% of the
contract purchase price.

The properties to be auction are:

     Store   Location                             Auction
      No.    in Alabama    Address               Date/Time    
     -----   ----------    -------               ---------  
      64     Opelika       804 Columbus Parkway   Apr. 27            
                                                  2:30 p.m.

      66     Tallaedga     210 Hayes Street       Apr. 26  
  5:00 p.m.

     110     Valley        3300 20th Avenue        Apr. 27          
                                            5:30 p.m.

     135     Prattville    1714 East Main St.      Apr. 27      
                                                 10:00 a.m.


Approximately two weeks subsequent to the auction, at a
hearing to be held on May 13, 1999 at 3:00 p.m., the
Debtors will request approval from the Court. (Bruno's
Bankruptcy News Issue 16 31-Mar-99; Bankruptcy Creditors'
Service Phone 609-392-0900 FAX 609-392-0040)


CAMPO ELECTRONICS: Trustee Applies To Employ Accountant
-------------------------------------------------------
Wilbur R. Babin, the trustee appointed to administer the
estate of the debtor, Campo Electronics, Appliances, and
Computers Inc., seeks authority to employ the accounting
firm of PricewaterhouseCoopers LLP as the accountant for
the estate.  The firm's hourly rates range from $325 for
partners to $75 for para-professionals.


DOW CORNING: Arguments Over Interest Rates Continue
---------------------------------------------------
The Debtor's Amended Plan of Reorganization proposes that
Class 4 Claims held by Commercial Creditors will be honored
at par with interest at the 6.28% Federal judgment rate,
compounded annual on each anniversary of the Petition Date.  
The Case Interest Rate, according to the Plan, supersedes
any rate of interest specified in a pre-petition contract
to which the Debtor is a party.  

The Debtor asserts that "interest at the legal rate" means
the Federal judgment rate provided for in 28 U.S.C. Sec.
1961 in effect on the Petition Date, meaning 6.28%.  

In connection with the Court's approval of the Amended
Disclosure Statement, the Unsecured Creditors' Committee
urged Judge Spector to withhold his approval because, by
paying interest at the Federal judgment rate rather than
the contract rate or the applicable state statutory rate,
the Amended Disclosure Statement describes a plan that
cannot be confirmed as a matter of law.  Judge Spector
declined to send the parties back to the drafting table
and, instead, because this is a discrete issue in dispute
which is disclosed in the Amended Disclosure Statement,
directed the parties to brief the issue well in advance of
the June 28 confirmation hearing.

In a thirty-plus page Memorandum of Law, the Committee
outlines its case to Judge Spector that payment of the
Federal judgment rate is wrong.

In conversations with the Committee, the Debtor has
expressed its concern about the administrative nightmare
the estate will face if required to calculate 50 or more
different interest rates on claims.  The Committee
dismisses the Debtor's irrational fear.  Dow Corning has
had no trouble dealing with a variety of contractual
interest rates for the past 50 years, the Committee says,
and its finance professionals know how to calculate
interest payments.  "It did so in the past and can do so
again  It just does not want to," the Committee complains.  
Instead of doing the number crunching, the Committee
charges, Dow Corning would rather give its shareholders a
nine-figure windfall.

For these reasons, the Commercial Committee submits that
the Amended Plan fails to satisfy the "best interest of
creditors" test embodied in 11 U.S.C. Sec. 1129(a)(7) and
cannot be confirmed as a matter of law.  

In a Supplemental Memorandum, Bank of America NT&SA leaves
a door open for further negotiation, pointing to In re
Carter, 220 B.R. 411, 415 (Bankr. D.N.M. 1998), for the
proposition that the "legal rate" can be (x) the
contract rate, (y) the State statutory rate, or (z) any
rate to which the Debtor and its creditors agree.  If there
were to be any doubt, of course, BofA makes it clear that
it did not and does not agree to a 6.28% interest
rate under its pre-petition loan agreement with the Debtor.  

Angelo Gordon & Co., L.P., Franklin Mutual Advisors and
Appaloosa Management, L.P., holding $300,000,000 in
principal amount of commercial claims against Dow Corning,
finds the Debtor to be rigid, mean-spirited and
its behavior entirely reprehensible.  The Debtor has
steadfastly maintained that it is solvent throughout this
case.  Now, when payment is finally coming due, it
abrogates its contractual obligations in order to provide
its shareholders with a windfall.  The bankruptcy code does
not permit, and as a matter of policy could not permit,
solvent debtors to borrow money at 9% and pay it back at
6%.

Angelo, Franklin and Appaloosa urge the Court to direct
payment of 12% interest on Class 4 Claims.  They reason
that, in the absence of a bankruptcy filing, creditors
would have sued Dow Corning in Michigan state court.  State
court judgments in Michigan accrue 12% interest from the
date of judgment, compounded annually.  Mich. Comp. L. Sec.
600-6013(5).  

"Interest at the legal rate," Angelo, Franklin and
Appaloosa argue, means interest at 12% afforded by
applicable Michigan law.

The Bank of New York, as Indenture Trustee for $75,000,000
of 9.375% Debentures due 2008, $50,000,000 of 8.15%
Debentures due 2029, and $34,500,000 of Variable Rate
Series A Medium Term Notes, expresses its displeasure with
the proposed 6.28% Case Interest Rate and lends its full
support to the Committee's position.

The Chase Manhattan Bank, as nominee and holder of $150
million in bank debt under five pre-petition loan
agreements, cautions Judge Spector that denying debt
holders their negotiated interest rates will have a
significantly adverse impact on the debt markets.

A primary component of the capital markets system is the
primacy of debt over equity in the scheme of recoveries.  
Debt claims rank senior to equity interests.  Allowing the
Debtor to leap frog equity interests ahead of debt claims
will have a potentially dramatic and negative impact on the
credit markets, Chase says, while reminding Judge Spector
that it is one of the country's leading lenders.  The
elimination of contract rates of interest in a bankruptcy
will impair the liquidity of lenders' debt positions, Chase
cautions, explaining that liquidity impairment will reduce
credit availability and will increase financing costs in
the capital markets. (DOW CORNING BANKRUPTCY NEWS Issue
Number 64; Bankruptcy Creditors' Service, Inc. Phone 609-
392-0900  FAX 609-392-0040)


ELSINORE CORP: Notice of Final Decree; Case Closed
--------------------------------------------------
In the case of Elsinore Corporation, Elsub Management
Corporation, Palm Springs East Limited Partnership and Four
Queens, Inc., debtors, the Final Decree and Order Closing
the case was entered on March 25, 1999.


ERNST HOME CENTER: Hearing on Disclosure Statement
--------------------------------------------------
On March 31, 1999, Ernst Home Center, Inc. and EDC, Inc.
filed the debtors' joint Disclosure Statement and the
debtors' joint liquidation plan.  The hearing to consider
approval of the Disclosure Statement has been scheduled for
May 14, 1999, U.S. Bankruptcy Court, 1200 Sixth Avenue,
Room 427, Seattle, Washington 98101


FIRSTPLUS FINANCIAL: Committee Taps Attorneys
---------------------------------------------
The Official Unsecured Creditors Committee filed an
application authorizing the employment and retention of
Kane, Russell, Cleman & Logan PC as attorneys for the
Official Unsecured Creditors' Committee.  A hearing to
consider the application has been set for April 19, 1999.


JOTAN: Order Converts Case To Chapter 7
---------------------------------------
The Honorable Jerry A. Funk, U.S. Bankruptcy Court for the
Middle District of Florida, Jacksonville Division entered
an order converting the case of Jotan, Inc. and Southland
Container Packaging, Co., debtors to Chapter 7.  All orders
authorizing the debtor to continue business are rescinded
and the creditors committee is dissolved.  An additional
meeting of creditors is scheduled for April 28, 1999 at
9:00 AM at 311 West Monroe Street, Room 143C, Jacksonville,
Florida.  The Chapter 7 trustee is Gordon P. Jones.


JUMBOSPORTS: Order Grants Motion to Sell Property
-------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of
Florida, Tampa Division entered an order authorizing the
debtors, Jumbosports Inc., and its affiliates to sell
certain real property located in Colonie, New York to NYSUT
Building Corporation for a purchase price of $2.450
million.


KIWI: Deadline to File a Proof of Claim
---------------------------------------
In the case of Kiwi International Air Lines, Inc., the
Bankruptcy Court issued a notice of deadline to file a
proof of claim on March 30, 1999, providing that the   
deadline to file a poof of claim for all creditors in the
case (except a governmental unit) is July 19, 1999.


KIWI: Stanziale Appointed To Oversee Assets
-------------------------------------------
The Record Northern New Jersey reports on April 3, 1999
that a former board member of Kiwi International Air Lines
has been appointed to oversee the grounded airline's
assets, and said Friday he would work to keep the tiny
discount carrier alive.

Stanziale was appointed by U.S. Bankruptcy Trustee Patricia
A. Staiano and approved as the overseer of the airline's
assets late Thursday by U.S. Bankruptcy Judge Rosemary
Gambardella.

Gambardella said on Thursday that the trustee must examine
whether it is worthwhile to keep the company alive until
mid-April, when Kiwi is appealing the Federal Aviation
Administration's revocation of its operating certificate  
to the National Transportation Safety Board.

Stanziale on Friday said he plans to pursue the appeal and
"other legal options" to save the seven-year-old airline.

"Right now, liquidation is not an option," Stanziale said.
"The goal is to get the company back on its feet."

Kiwi filed for bankruptcy on March 23, the same day the
U.S. Department of Transportation threatened to shut down
the airline for inadequate financing and management.

The FAA stunned the airline a day later by revoking its
license to fly, saying the carrier was unable to fly its
six-city schedule safely. Last week, Kiwi surrendered the
last of its four leased jets.

Pan Am Airways, a former commercial airliner that flies
charters out of Portsmouth, N.H., initially offered to bail
out Kiwi with $3 million and a planned buyout.  But Pan Am
attorneys told Gambardella this week that Pan Am is
interested in buying Kiwi only if the airline regains its
flight certificate.


KOO KOO ROO: Files Annual Report With SEC
-----------------------------------------
Koo Koo Roo Enterprises Inc. filed its annual report for
the fiscal year ended December 27, 1998 with the SEC.
The Company operated 314 restaurants primarily under the
Chi-Chi's, El Torito, Casa Gallardo, Koo Koo Roo and
Hamburger Hamlet concepts at December 27, 1998.  The
company reports total debt of $239 million for 1998
compared to $202 million for 1997. The Company's ability to
make payments on and to refinance its indebtedness
and to fund planned capital expenditures will depend on its
ability to generate cash in the future. For the years ended
December 27, 1998 and December 28, 1997, the Company
recorded net losses of $63.1 million and $31.6 million,
respectively. For the same periods, the Company recorded
operating losses of $38.1 million and $11.6 million,
respectively.

The company reports sales of $472 million for 1998 compared
to $463 million for 1997.


LIBERTY HOUSE: Court Gives Three More Months On Plan
----------------------------------------------------
At a bankruptcy court hearing, Hon. Lloyd King gave Liberty
House and its creditors three more months to reach an
agreement on a reorganization plan, free from distractions
of lawsuits from two competing Liberty House boards of
directors; they have until June 24 to develop a plan with
his extension on a freeze on the legal battle, The Honolulu
Star-Bulletin reported. Each of the boards filed the
lawsuits last year, with each claiming to be in control of
the company. The battle began with the appointment of a
"new" board by major creditors last March, which then
triggered the chapter 11 filing. Judge King praised the
negotiating parties, including Liberty House, its owner,
JMP Realty Corp.; major creditors led by Bank of America
and the creditors' committee, representing about 2,000
small creditors, for their continued efforts to agree on a
single plan. Attorneys for the negotiators have obtained a
May 26 hearing date for a reorganization plan, which is the
first indication that there is progress in the ongoing
negotiations. (ABI 06-Apr-99)


LIBERTY HOUSE: Order Authorizes D&O Insurance
---------------------------------------------
By order entered March 25, 1999, The Honorable Lloyd King
authorizes the debtor to purchase Directors and Officers
Liability Insurance  from National Union Fire
Insurance Company of Pittsburgh, Pa. and allows
postpetition indemnification claims of Officers and
Directors as administrative expense claims.


LOTTOWORLD: Hearing on Disclosure Statement
-------------------------------------------
The hearing to consider the approval of the disclosure
statement of Lottoworld, Inc. d/b/a Lottoworld Magazine
will be held on May 13, 1999 at U.S. Bankruptcy Courthouse,
Fort Myers Federal Building and Federal Courthouse, Room 4-
117, Courtroom D, 2110 First Street, Fort Myers, Florida.

May 6, 1999 is fixed as the last day for filing and serving
written objections to the disclosure statement.


MCGINNIS GLOBAL: Hearing on Disclosure Statement
------------------------------------------------
In the case of McGinnis Global Fund, Ltd. and McGinnis
Partners Focus Fund, LP, debtors, a hearing will be held on
May 12, 1999 to consider the adequacy of the information
contained in the Disclosure Statement.  A hearing will be
held at S.A. Courtroom #3, U.S. Post Office Bldg., 615 E.
Houston St., San Antonio, Texas 78205.


MOBILE ENERGY: Seeks To Retain Blackburn as Expert Witness
----------------------------------------------------------
Mobile Energy Services Company, LLC and Mobile Energy
Services Holdings, Inc. seek authorization to employ and
retain Thomas Blackburn, as litigation support/expert
witness.  The debtors believe that the employment of
Blackburn will be beneficial to the estates given
Blackburn's substantial expertise and experience with
respect to pulp and/or paper manufacturing and processing.

Blackburn will review the various Project Contracts and
site issure related to agreements between the debtors and
Kimberly-Clark.  He will provide operational analyses of
the agreement and with respect to operational issues.  He
will provide expert testimony as needed.  Blackburn's
current hourly rate is $175.  Blackburn's services will not
duplicate the professional services to be rendered by
Forcap International, Inc., financial advisor to the
debtors.


PLANET HOLLYWOOD: Files Annual Report With SEC
----------------------------------------------
Planet Hollywood International Inc. filed its annual report
for the fiscal year ended December 27, 1998 with the SEC.

In 1998, the Company experienced declines in same unit
revenues and disappointing operating results at its
restaurants. As a result, the Company re-evaluated its long
term growth strategy. As of December 27, 1998, the Company,
together with its franchisees and licensees, operated 95
units, including 14 retail units only, located in 31
countries throughout the world, of which 60 are Company-
owned.

For the fiscal year 1998, the company reports a loss from
operations of over $200 million compared to income of $4.9
million in 1997. Total revenues decreased to $387.0 million
for fiscal 1998 from $475.1 million for fiscal 1997, a
decrease of $88.1 million or 18.5%


RAYTECH CORP: Announces 1998 Results   
------------------------------------                
Raytech Corporation (NYSE: RAY) reported record worldwide
sales and earnings for the year ended January 3, 1999. The
reported worldwide sales of $247.5 million exceeded 1997
sales of $234.5 million by $13 million or 5.5%.

The increased sales were driven by increased penetration of
the automobile original equipment market through the wet
friction segment which accounted for $10 million of the
increased sales. Inclusive in the overall wet friction  
growth was the acquisition of the outstanding shares of
Advanced Friction Materials Company in April 1998 which
positively increased revenues in the wet friction segment
by $3.6 million. The favorable growth in the automobile OE  
market was offset by reduced sales in the heavy duty and
agricultural markets due to the economic setbacks in South
America, Europe and Asia.

The aftermarket segment continued to improve sales
performance in 1998 reporting increased sales of $5.2
million over 1997 results. The improved results are due to
increased sales of this segment's filtration products.

The dry friction operation, serving primarily the European
market reported a sales decline of $2.2 million as compared
to 1997. This decline is caused by a variety of factors,
including negative foreign currency fluctuation and reduced
sales due to weak economic conditions.

Net income for the period increased 5.3% over 1997 with
recorded net income of $16.4 million as compared to $15.5
million in the prior year.

"Our record sales and record profits combined with
continued commitment to world-class manufacturing quality
and productivity, as demonstrated by our QS9000 and ISO
9001 achievements, made 1998 an excellent year," said
Albert A. Canosa, President and Chief Executive Officer of
Raytech Corporation.

The dry friction segment opened a new manufacturing
facility in Suzhou, China, Raybestos Friction Products
(Suzhou) Co., Ltd. The facility was officially  
opened in September 1998 and will be fully operational in
1999. The plant will primarily supply Volkswagen's China
operations.


SABACOL INC: Order Extends Time To Assume/Reject Leases
-------------------------------------------------------
By order entered on April 1, 1999, the U.S. Bankruptcy
Court for the Central District of California, Northern
Division, the debtor, the time in which the debtor,
Sabacol, Inc. shall assume and assign or reject leases of
nonresidential real property is extended to an including
the date the debtor confirms a plan of reorganization.


SERVICE MERCHANDISE: Court Grants Requests
------------------------------------------
The Tennessean reports on March 31, 1999 that the  
bankruptcy court has approved a host of initial
Chapter 11 moves by Service Merchandise Co. Inc., including
requests to pay operational wages and bills and to break
certain lease agreements.

The company continues to make changes to its upper-level
management with two promotions, including one to
fill its chief financial officer post. The jewelry and home
products chain said yesterday it had received court
approval to pay pre-and post-bankruptcy petition wages,
salaries, commissions,  workers' compensation, health
benefits, life and disability insurance and other  employee
obligations.

The court also authorized it to pay vendors and other
providers in the ordinary course of business since March
15, and to honor service programs, including warranties,
layaways and gift certificates. Requests by the company to
reject, or break, certain leases, including real estate and
aircraft, also were granted.

"One aircraft has been returned to the lessor," said
spokeswoman Ann Julsen of Sitrick and Company.

The company also announced the appointment of Thomas L.
Garrett Jr. to senior vice president and chief financial
officer, succeeding Sam Cusano, who last week was named
chief executive officer. Eric Kovats, 44, was appointed
vice president of hardlines stores organization, assuming
responsibility for the operations of the company's  
stores and replacing Harold Mulet, who has left the
company.


SERVICE MERCHANDISE: Report on DIP Financing
--------------------------------------------
Bank Loan Report states on April 5, 1999 that
according to documents filed with the Securities & Exchange
Commission, Citibank as administrative agent and BankBoston
as documentation agent have committed to $175 million each
for Service Merchandise Co. while National City, Heller
Financial and Jackson National Life Insurance Co. have each
accepted $100 million commitments. Foothill Capital will
provide $50 million.

The new deal, which will be syndicated further, comprises a
$100 million term loan and a $650 million revolver both of
which mature June 30, 2001. A sublimit of $200 million is
available for letters- of-credit.

Pricing is set initially at Libor plus 225 basis points.
The rate is adjustable to a low of Libor plus 175 basis
points and to a high of Libor plus 250 basis points based
on the company's average excess availability.

Fees include a 50 basis points closing fee and a commitment
fee of 37.5 basis points on the available revolving credit
commitment.

Back in January, with the company in violation of covenant
agreements on an outstanding $900 million facility, the
Service Merchandise board of directors gave embattled CEO
Gary Wittkin and lead banker Chase the boot after the two  
set in motion a DIP facility, the same type of loan Citi is
filing now. The rebel board then named turnaround
specialist Bettina Whyte, a principal of Jay
Alix & Associates, as interim CEO and approved Citi's first
loan to keep the company afloat.

Under Whyte, Service Merchandise announced it would close
134 of its 347 stores and said it would trim 270 jobs by
cutting the work force at its headquarters in Brentwood and
closing its Dallas distribution center.

News of the move came as no great surprise to Citi bankers,
who at the time of the January deal conceded that there was
only a 50-50 chance that the company would survive the next
year and are now granting the company a waiver on some of
its covenants. But with the January facility secured by the
same assets that backed the previous $900 million
transaction, lenders insisted they could still collect the
collateral or file a DIP facility at a later date.


TCC INDUSTRIES: Files Notification of Late Filing
-------------------------------------------------                            
TCC Industries, Inc. (TCC) (OTC Bulletin Board: TELC)
announced that it has filed a Notification of Late Filing
on  Form 12b-25 with the Securities and Exchange Commission
requesting a 15-day extension for the filing of its Annual
Report on  Form 10-K for the fiscal year ended December 31,
1998.  It is unlikely, however, that the Form 10-K
will be  filed by the extended date.  The reasons for the
request for extension were as  follows:

On January 8, 1999, TCC terminated most of the staff of its
wholly owned subsidiary, Barton Creek Capital Corporation
(BCC), and in March 1999, filed to withdraw BCC as a
National Association of Securities Dealers broker dealer.
The  business ceased operations effective as of December
31, 1998, and as a result,  TCC must revise its financial
statements for the fiscal year ended December 31, 1998.

In addition, as previously announced, TCC's wholly owned
subsidiary, TeleCom Industrial Group, Inc. (TIG), sold the
stock of its wholly owned subsidiary, Paladin Financial,
Inc., in January 1999.  TIG retained ownership of  
approximately $7.5 million of real estate loans and an
approximately  $2.4 million interest-only strip receivable,
and their related bank debt.  The bank has claimed a
deficiency and default and has demanded that TIG purchase  
the Loans. TIG disputes the claim that any amount is owing
to the bank and has so advised the bank and requested a
calculation of its claim.  TCC's financial  statements for
the fiscal year ended December 31, 1998 may need to be
revised to reflect the amounts realized for the loans.
Those amounts and the amount owed by the bank to TCC or by
TCC to the bank cannot be ascertained at this time.  In
addition, the bank has claimed a default under a credit
agreement  secured by the $2.4 million interest-only
strip and has demanded $1,548,000 as  payment in full. The
Company believes that the value of this strip is more than  
the debt and there is no deficiency.

The staff of TCC's other wholly owned subsidiary, Allen-
Lewis Manufacturing Company, has been reduced.  The
company's buildings have been listed for sale and alternate
rental space is being investigated.


THE PENN TRAFFIC: Disclosure Statement; $300M DIP Approved
----------------------------------------------------------
The Penn Traffic Company (OTC: PNFT) announced today that
the Bankruptcy Court for the District of Delaware approved
the Disclosure Statement for the Company's Joint
Plan of Reorganization. Penn Traffic plans to mail the
Disclosure Statement within the next two weeks to all of
its creditors and interest holders impaired by the Joint
Plan of Reorganization, to solicit votes for a confirmation
hearing on  the Joint Plan of Reorganization currently
scheduled for May 27, 1999.

Penn Traffic's Joint Plan of Reorganization implements the
prenegotiated financial restructuring of the Company and
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 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 common stock outstanding, immediately prior to the
restructuring, will be converted into one share of new
common stock for a total of approximately  107,000 shares
of additional new common stock.

Penn Traffic also announced that the Bankruptcy Court had
approved today its $300 million Debtor-In-Possession (DIP)
credit facility with a bank group lead  by Fleet Capital
Corporation as agent. The DIP facility currently has more
than  $100 million in unused borrowing capacity. As
previously announced, Penn  Traffic has obtained Bankruptcy
Court permission to continue during its Chapter  11 case to
provide for payment in full of all obligations as they
become due to  its trade creditors that continue to support
Penn Traffic with customary credit  and terms. Penn Traffic
has been making these payments since the commencement  of
the Chapter 11 case in early March 1999.

Implementation of the restructuring remains subject to
consummation of Penn Traffic's Joint Plan of
Reorganization, which requires, among other things,  
Bankruptcy Court approval; and no assurance of such
approval can be given.


THOMSON RECOVERY: Double Day Announces Sale Approval
----------------------------------------------------
Double Day Inc. (OTC BB:DBDY), the parent and trading
company of Thomson Recovery, announced Tuesday that
Thomson's contract to sell $ 1.3 million of coke inventory
to Brunswick Metals Co. has been approved by the Federal
Bankruptcy Court March 30, 1999.

According to Edward Kane, interim president and chief
executive officer: "While this sale only slightly
diminishes the high grade inventory at Thomson's Union Town
facility, it provides a needed cash flow boost and
guarantees the company's creditor payment plan and the
ultimate emergence of Thomson from further Bankruptcy court
proceedings." The terms of the sale are part of the public
record and Kane did not elaborate any further on specifics.
Kane did add, however, that the original terms had been
enhanced at the last minute by an actual bidding session
during the court proceedings. Further, in reference to the
bidding, Kane said he was encouraged by demand for the
company's product at the proceedings. Kane believes that
this has created a greater opportunity in future coke sales
of greater magnitude and profit.

Double Day Inc. is a resource recycling firm that
specializes in the conversion of non-hazardous
industrial wastes and by-products into usable products,
such as ferrous scrap briquettes, met coke pellets, metal
free sand and coal briquettes which are marketed in the
steel, foundry, cement and other energy intensive industrie


UNITED COMPANIES: Meeting of Creditors
--------------------------------------
In the case of United Companies Financial Corporation, et
al., debtors, a meeting of creditors will take place on
Friday April 23, 1999, 3:00 PM, 844 King Street, Room 2313,
Wilmington, Delaware 19801.


WESTMORELAND COAL: Files Annual Report With SEC
-----------------------------------------------
Westmoreland Coal Co. filed its annual report for the
fiscal year ended December 31, 1998. By order of the
Bankruptcy Court entered on December 23, 1998, the Chapter
11 Cases were dismissed.  The company reports cash provided
by operating activities was $55 million and $19 million in
1998 and 1997, respectively. The company reports coal
revenue in 1998 of $44 million compared to $47 million for
1997.  The company reports a net loss of $6 million for
1998 compared to income of $14 million for 1997.

In dismissing its bankruptcy, the company entered into a
Master Agreement with the Funds, the UMWA, and the Equity  
Committee.  The Company paid approximately $5.7 million to
holders of undisputed claims in early January, 1999. The
Company agreed to pay in full all arrearages, with
interest, under the Coal Industry Retirement Health Benefit
Act of 1992 ("Coal Act").  Pursuant to this commitment,  
the Company paid  approximately  $18.1 million to the
UMWA 1992 Benefit Plan and approximately $19.4 million to
the UMWA Combined Fund and together with the 1992 Plan, the
in early January, 1999.  The Company agreed to pay $4
million to the Funds in full satisfaction of all other  
asserted claims for damages, liquidated  damages,  
penalties, charges, fees and costs. The Company made this
payment on February 1, 1999.

The Company agreed to pay its future obligations to the
Funds as and when due. The UMWA 1974 Pension Trust ("1974  
Plan")  had  asserted  a claim  for withdrawal  liability
in the amount of approximately  $13.8 million against the  
Company to which the  Company  objects.  The Company and
the 1974 Plan agreed to resolve this dispute through
arbitration, as provided by law.

As required under the Coal Act, the Company agreed to
secure its obligation to provide retiree health  benefits
under the 1992 Plan by posting a bond, letter of credit,  
or cash collateral in the amount of three years benefits
(or $20.8 million). The Company has 60 days from January 4,
1999 to provide this security.

In addition, the Company agreed to secure its obligations
to the Funds by providing the Funds  with a Contingent  
Promissory  Note.  The original principal amount of the
Note is $12 million; the principal amount of the Note  
decreases  to $6 million in 2002. The Note is payable only
in the event the Company does not meet its Coal Act
obligations, fails to meet certain ongoing financial tests
specified in the Note,  fails to maintain the  required  
balance in the escrow  account  established  under an
escrow agreement, or fails to comply with certain covenants
set forth in a security agreement.


WHITE ROSE: Reports Improved Operating Results
-----------------------------------------------
The Canada Newswire reports on April 5, 1999 that White
Rose Crafts and Nursery Sales Limited announced a
significant increase in income before restructuring
charges for the 13 week period ended January 31, 1999.

Operating profit totaled $3.5 million during the latest
period, up from $640,000 for the year earlier period. The
higher operating profit, resulting primarily from improved
margins and a lower cost structure for the business,  
occurred despite a 12% decline in revenue.

Revenue for the second quarter decreased to $50.3 million
from $57.0 million the prior year. Same store sales
decreased 10.9% during this period. This decrease is due
primarily to lower inventory levels maintained during the
peak Christmas season as a result of the Company's status
under the Companies' Creditors Arrangement Act. Revenue for
the 26-week period ended January 31, 1999 was $88.7
million, down 8.7% from $97.1 million for the 26-week
period  ended January 25, 1998.

For the 13-week period ended January 31, 1999, the Company
incurred a loss of $15.7 million compared to net income of
$640,000 reported in second quarter of 1998. Included in
the loss for the current quarter are restructuring charges
of $17.6 million and a writedown of capital assets by $1.6
million. For the 26-week period ended January 31,1999,  the
Company incurred a loss of $20.7 million compared to a  
loss of $4.3 million for the 26-week period ended
January  25, 1998.

                  *********

The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to
conferences@bankrupt.com 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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