TCR_Public/990423.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
     
     Friday, April 23, 1999, Vol. 3, No. 79

                   Headlines

ACME METALS: Notice of Deadline For Filing Proofs of Claim
AEROPERU: Files Bankruptcy Petition in Florida
AMERICAN RICE: Hearing on Disclosure Statement
BIENVENIDA: U.S. Judge Dismisses Bienvenida Chapter 11      
BISCAYNE APPAREL: Operating Statement

CAI WIRELESS: MCI Worldcom To Buy CAI For $414 Million
FULCRUM DIRECT: Seeks Extension of Post-Petition Financing
GITIC: Trouble Recovering Assets
GOLDEN BOOKS: Predicts Positive EBITDA By 2000
GULF STATES STEEL: Missed $12.8 Million Interest Payment

HOME HEALTH: Seeks To Extend Time To Assume/Reject Leases
KELLY OIL: Annual Meeting Set For May 27
KOMAG INC: Annual Meeting of Stockholders
MCA FINANCIAL: BBK Secures Financing Through May
NEUROMEDICAL SYSTEMS: Committee Taps Counsel

PINNACLE BRANDS: Seeks Order Extending Exclusivity
PITTSBURGH BREWING: Bronx Firm Offers $27.6 Million           
RINCON ISLAND: Bar Date Set For June 11
SERVICE MERCHANDISE: Court Approves Real Estate Consultant
SOUTHERN PACIFIC: Committee Supports Break Up Fee

TELEGROUP INC: Court Approves Alvarez & Marsal
UNITED COMPANIES: Close To Finalizing Agreement With Aegis
UNITED COMPANIES: Seeks Authorization to Reject Leases
UNITED COMPANIES: Taps Kirkpatrick & Lockhart LLP
UNITED PETROLEUM: Taps J.H. Cohn as Accountants

UNITEL VIDEO: Seeks to Replace its Primary Credit Facility
WILLCOX & GIBBS: Parts Distributor Files Chapter 11
WIZ INC: IRS Withdraws Claim; Disclosure Statement Hearing
WORLDWIDE DIRECT: Taps Sachnoff & Weaver and A. Andersen

BOND PRICING: For Week of April 19, 1999

                   *********

ACME METALS: Notice of Deadline For Filing Proofs of Claim
----------------------------------------------------------
All creditors of Acme Metals Incorporated holding claims of
any kind against any of the debtors that arose on or before
the Petition Date are required to file at or before 4:00 PM
on June 1, 1999 a proof of claim form establishing such
proof of claim.


AEROPERU: Files Bankruptcy Petition in Florida
----------------------------------------------
Peruvian national airline AeroPeru, which filed for
bankruptcy in Peru last month, filed for bankruptcy in the
Southern District of Florida to protect its assets in the
United States, according to Reuters. AeroPeru will collect
all its U.S. receivables and says it hopes to begin flying
soon at the conclusion of its 60-day shutdown, which was
announced on March 10. The airline's major shareholders
include AeroMexico and Delta Air Lines Inc., and the Lima
government, which owns 20 percent of the airline, said it
may provide financial aid to the airline if it restructured
its $174 million in debt. (ABI 22-Apr-99)


AMERICAN RICE: Hearing on Disclosure Statement
----------------------------------------------
The hearing to consider approval of the Disclosure
Statement of American Rice Inc. will take place on May 3,
1999, 9:00 AM, US Bankruptcy Court, 615 Leopard Street,
Wilson Plaza North, Corpus Christi, Texas.


BIENVENIDA: U.S. Judge Dismisses Bienvenida Chapter 11      
------------------------------------------------------
Newsday reports on April 22, 1999 that a federal bankruptcy
judge dismissed the bankruptcy case  of the company that
owns Long Island's only Spanish-language station.

"They're effectively put out of business," Michael Macco,
the Huntington bankruptcy lawyer for Bienvenida
Communications Group, said after U.S. Bankruptcy Judge
Melonie Cyganowski dismissed the company's Chapter 11
case. The case was filed in July to stop foreclosure of its
property.

Bienvenida owned WNYG/1440 AM in Babylon, but on April 9,
the FCC awarded the station's broadcast license temporarily
to Bonita Bequet, a bankruptcy trustee liquidating the
estate of the station's previous owners, Sol and Muriel
Hornestein.

Macco told the court that a foreclosure proceeding
involving the station's real estate is going forward in
State Supreme Court.


BISCAYNE APPAREL: Operating Statement
-------------------------------------
Biscayne Apparel Inc. reports a Balance Sheet of March 31,
1999 reports operating loss of $155,274 and a cash balance
of $0.  M&L International Inc. reports for the period
February 5, 1999 though March 31, 1999 net sales of
$1,243,254 and net loss of $35,048.


CAI WIRELESS: MCI Worldcom To Buy CAI For $414 Million
------------------------------------------------------                    
MCI Worldcom, the nation's No. 2 provider of long-distance
calling service, is buying CAI Wireless Systems for about
$414 million. In the tentative agreement, MCI agreed to pay
$24 per share in cash for more than 17.24 million CAI
shares. CAI Wireless has been seeking a partner since  
its emerged from bankruptcy protection in October 1998.

CAI stock value surged 59 percent to $20 per share earlier
this month with reports that MCI Worldcom and Sprint were
interested in acquiring it. MCI Worldcom acquired the debt
of CAI and several other struggling wireless companies at
the end of March. At that time, CAI's stock was valued at
$6 per share.

CAI operates six analog-based wireless subscription video
systems in New York City, Rochester and Albany,
Philadelphia, Washington, D.C., and Norfolk/Virginia Beach,
Va. CAI also owns wireless channel rights in Long  
Island, Buffalo and Syracuse, Providence, R.I., Hartford,
Conn., Boston, Baltimore, Md., and Pittsburgh. (Buffalo
News - 04/19/99)


FULCRUM DIRECT: Seeks Extension of Post-Petition Financing
----------------------------------------------------------
Fulcrum Direct Inc. and its debtor affiliates seek
authority to further extend the term and increase the
aggregate amount of the post-petition loan facility with
IBJ Schroder Business Credit Corporation.  The loan
facility continues to be the only source of financing
available to Fulcrum, and Fulcrum is still unable to secure
other DIP  financing  Fulcrum says that extending the loan
facility nunc pro tunc to February 27, 1999 through April
30, 1999 and increasing the aggregate amount to $3,457,000
is essential to ensure that Fulcrum will have adequate time
and resources to maximize the value of its estates.  

Pursuant to several order Fulcrum has sold substantially
all of its assets.  The debtor is still in the process of
reviewing its books and record to ascertain, analyze and
pursue potential claims that its estates may have against
third parties, including any avoidance actions.


GITIC: Trouble Recovering Assets
--------------------------------
A bankrupt Chinese investment trust gave a
gloomy  account of its finances on Thursday, saying that
only about one-third of its  assets could be recovered for
repaying creditors, Dow Jones Newswires reported.

The Guangdong International Trust and Investment Corp., or
Gitic, has debts of 38.78 billion yuan ($4.69 billion). It
said that of 21.29 billion yuan ($2.57 billion) in assets,
just 6.5 billion yuan ($786 million) can be recovered.

Creditors were angered that they were not allowed to ask
questions in the meeting in Guangzhou, in southern China,
Dow Jones reported. Meanwhile, a Chinese court report
concluded that the creditors' efforts to  get their money
back will be further stymied by debtors who refuse
to  acknowledge what they owe.

Gitic lent 11.31 billion yuan ($1.36 billion) to 268
customers, but just 46 of them have acknowledged their
debts, said the report, which was prepared by  
the People's High Court of Guangdong Province. A copy of
the report was obtained by Dow Jones.

In February and March, the court sent repayment notices to
all 268 debtors,  but just 90 of them with total
obligations of 4.5 billion yuan ($544 million)  have
responded. Of those 90, 44 debtors with obligations of 2.5
billion yuan ($302 million) "have disputed the amount of
indebtedness," making full recovery doubtful, the  
report said. Meanwhile, the court told 59 banks on Thursday
that they cannot be recognized as creditors of Gitic
because they did not properly document their claims.
About 61 percent of Gitic's loans were made to
manufacturing companies, while 3 percent were made to
property companies and 1 percent to financial  
institutions.

The Chinese government allowed Gitic, the main investment
arm of China's wealthiest province Guangdong, to go
bankrupt earlier this year in a move that rattled the
financial community and forced several banks in Hong Kong
to write  off loans.


GOLDEN BOOKS: Predicts Positive EBITDA By 2000
----------------------------------------------
Golden Books Family Entertainment Inc.'s preliminary
financial projections for the next three years, filed as an
exhibit to the company's disclosure statement, predicts
that the children's book publisher will generate positive
EBITDA by next year. (The Daily Bankruptcy Review and ABI
Copyright c April 22, 1999)


GULF STATES STEEL: Missed $12.8 Million Interest Payment
--------------------------------------------------------
Robert Schaal, Chairman and CEO of Gulf States Steel,
announced that the Company had not made its $12.8 million,
semi-annual bond interest payment, which was due
yesterday.

While monthly shipments are improving and backlogs are
growing, allowing the Company to bring back some of the
previously laid-off workers, sales prices continue to be
depressed. "Keeping our mill operating to continue to serve
our customers with superior quality and service is our
first priority. We have been getting good support from our
vendors and customers, but with these depressed
prices, there is simply not enough cash generated from
operations to make the interest payment and to meet our
operating obligations, including purchasing raw
materials and other necessities to support improving order
rates," Mr. Schaal said. Although there is a 30-day period
during which the Company can make the interest payment in
order to avoid being in default, "I do not foresee a
sufficient improvement in market conditions or our cash
position to change the situation," Mr. Schaal said.

The Company is currently in confidential discussions with
bondholder representatives covering the full range of
financial restructuring alternatives, including
restructuring of the bonds and obtaining consent for
additional borrowings. The Company has employed BT Alex.
Brown, investment bankers, to assist in that endeavor.


HOME HEALTH: Seeks To Extend Time To Assume/Reject Leases
---------------------------------------------------------
The debtor, Home Health Corporation of America, Inc., et
al. seek an extension of time within which the debtors may
assume or reject unexpired leases of nonresidential real
property.  The debtors seek an order extending the period
for 120 days, through and including August 17, 1999.  The
debtors are parties to a large number of leases that
pertain to commercial premises for sales, storage, patient
visitation and executive and administrative offices.  The
debtors have rejected approximately 16 leases, yet they say
that it will be virtually impossible for the debtors to
devote the resources necessary to complete their analysis
and make informed decisions thereto within the first 60
days of these cases.

The debtors are also seeking approval to employ Goldman &
Marshall PC as special counsel to collect outstanding
accounts from payors and accounts against individuals.  The
firm will be paid $200/hour for attorneys.


KELLY OIL: Annual Meeting Set For May 27
----------------------------------------
KELLEY OIL & GAS CORPORATION announces that its annual
meeting of stockholders will be held on May 27, 1999
at the Chase Conference Center on the eleventh floor,
270 Park Avenue (between 47th and 48th Streets), New York,
New York 10017, at 10:30 a.m. EDT on Thursday, May 27,
1999. The stockholders will be asked to vote
on the election of a Board of Directors comprised of seven
members to serve until their successors have been elected
or appointed.


KOMAG INC: Annual Meeting of Stockholders
-----------------------------------------
The annual  meeting of  stockholders of Komag, Incorporated
will be held at Komag, Incorporated, Building 9, 1705
Automation Parkway, San Jose,  California,  95131 on
Tuesday, May 25, 1999, at 10:00 a.m. for the following
purposes:

1. To elect the Board of Directors for the following year.

2. To approve an amendment to the Company's 1988 Employee  
Stock Purchase  Plan to increase  the number of shares  
reserved for issuance thereunder by 2,550,000 shares.

3. To consider and vote upon a proposal to approve the sale
and issuance by the Company from time to time of up to $250
million of Common Stock or securities  convertible into
Common Stock in  private  transactions  through  October 1,
2000 at a price below book value but at or above the then
current market price of the Common Stock.

4.  To amend the Company's Restated  1987 Stock  Option  
Plan to increase  the  number  of  stock  options  to  be  
granted  to re-elected  non-employee  Board  members  under
the  Automatic Option Grant Program from 7,500 to 12,000
shares annually.

5.  To ratify the appointment of Ernst & Young LLP as
independent auditors of the Company for the fiscal year
ending January 2, 2000.


MCA FINANCIAL: BBK Secures Financing Through May
------------------------------------------------
BBK, Ltd., the corporate turnaround and revitalization
company, has negotiated $2.25 million in additional interim
financing to continue limited operations of MCA Financial
Corp.  The funding allows the continuation of operations
through May.  Details about the interim financing are just
one of several announcements made today by B. N. Bahadur,  
CEO of BBK, Ltd., who was appointed Conservator of MCA
following MCA's collapse in January.

A total of 28,576 creditors of MCA Financial Corp. and its
11 operating entities including RIMCO Financial Corp. are
currently identified as being owed money by the companies.  
In addition to the interim financing renegotiation,  
Bahadur also announced the following additional information
about the MCA  bankruptcy situation:

A ruling on the U.S. trustee's motion to dismiss the
bankruptcy case is scheduled today before U.S. Bankruptcy
Judge Steven Rhodes.

A resumption of the 341 meeting of creditors, which began
March 17, 1999, will take place at 1:30 p.m., April 28,
1999, at the Detroit City County Building Auditorium, 1316
City County Building, Detroit, Mich.

Attorney Joseph Spiegel is working with the pool investors'
creditor group to resolve their issues.

The Conservator is actively considering resolutions
regarding RIMCO Financial Corp., including the possible
sale of its assets.

Bahadur also advised that customers holding MCA mortgages
or land contracts, or making rent payments to RIMCO, should
continue to make payments in the same manner as they have
in the past.  Payments are being processed as they are
received.


NEUROMEDICAL SYSTEMS: Committee Taps Counsel
--------------------------------------------
The Official Committee of Unsecured Creditors of
Neuromedical Systems, Inc. seeks authority to employ and
reatin the law firm of Buchanan Ingersoll PC as its
counsel.  The firm will give the Committee legal advice
with respect to its duties and powers in these cases;
prepare legal papers; represent the Committee in
litigation; assist the Committee in its investigation of
the conduct and financial condition of th ee debtor, the
operation and managemnt of the debtor's businesses and
other matters relevant to the formulation of a plan.  The
firm will charge its customary hourly rates which for te
professionals involved range from $230 per hour to $100 per
hour.

The Committee also seeks authority to retain and employ
Blank Rome Comisky & McCauley LLP as local counsel.


PINNACLE BRANDS: Seeks Order Extending Exclusivity
--------------------------------------------------
The debtors, Pinnacle Brands, Inc. and its debtor
affiliates seek an order extending the debtors' exclusive
periods within which to file a plan or plans of
reorganization and solicit acceptances thereof.  The debtor
seeks an extension of approximately 45 days, to and
including June 3, 1999 and further extending the Exclusive
Solicitation Period also for approximately 45 days, to and
including August 3, 1999.

The debtors recently concluded the sale of their
Optigraphics assets and are now undertaking the claims
reconciliation process.  In addition, the debtors are
engaged in the process of formulating and finalizing a
consensual liquidating plan of reorganization and have had
numerous discussions with their various creditor
constituencies regarding obtaining their consent to such a
plan.

The debtors state that an extension of the Exclusive
Periods is necessary and appropriate to enable the debtors
to conclude the plan negotiation process with their
creditor constituencies and to work towards the
implementation of a consensual plan that would provide for
the distribution of the proceeds from the performance and
playoff sales and the disposition of any remaining assets.


PITTSBURGH BREWING: Bronx Firm Offers $27.6 Million           
---------------------------------------------------
The Pittsburgh Post-Gazette reports on April 22, 1999 that  
Pittsburgh Brewing, whose previous attempts at merger
proved to be all foam, has agreed to be acquired by a small
Bronx, N.Y., beer distributor for about $27 million in
stock.

Capital Beverage, which rang up sales of $8.6 million last
year distributing Pabst Blue Ribbon and Olde English 800 in
New York City, said it hopes to complete the acquisition in
the third quarter. The company posted a 1998 operating loss
of $1.2 million as sales fell 37 percent from 1997 levels.  
Capital has not turned an annual profit since it was formed
in December 1995.

The Bronx distributor will give 3.6 million shares of its
stock to Pittsburgh Brewing's owners, more than doubling
the number of Capital shares outstanding. At Capital's
closing price yesterday of 73/4, the deal is valued  
at $27.6 million.

Pittsburgh Brewing's current owners paid about $30 million
for the Lawrenceville brewery when they acquired it at a
bankruptcy auction four years ago. Capital said it expects
to offer employment contracts to some Pittsburgh  
Brewing executives, although who would be covered hasn't
been settled. Carmine Stella, chairman, president and chief
executive officer of Capital, said the acquisition will
give the company a chance to build its portfolio of  
beer brands discarded by larger brewers and distributors.
Capital was named exclusive New York state distributor for
Pittsburgh Brewing's brands last fall.  Pittsburgh
Brewing's current owners, an investment group led by Joseph  
Piccirilli, came in after brewery owner Michael P. Carlow
was accused of masterminding a $31.3 million check-kiting
scheme. Carlow pleaded guilty to bank fraud and other
charges and is serving an eight-year sentence in federal  
prison. Since Piccirilli's group arrived, the brewery's
Iron City and IC Light brands have continued to lose market
share to Coors and other competing brands.

The proposed merger comes as Pittsburgh Brewing negotiates
a new labor agreement with its union work force. The
brewery's current labor agreement expires April 30.  The
contract covers about 200 employees.  Teaming up with
Capital would make Pittsburgh Brewing part of a publicly  
traded company, something Piccirilli's group has wanted to
do since buying the brewery. Failing to win backing for an
offering of its own, Pittsburgh Brewing searched for
alternatives. Last summer, it announced plans to merge with  
Independence Brewing, a publicly held Philadelphia brewer.
That deal collapsed in September.

Two months later, Pittsburgh Brewing said it would merge
with Red Bell Brewing, a Philadelphia brew pub operator. At
the time, Red Bell was trying to go public by acquiring
Lion Brewery, a publicly held regional brewery based in  
Wilkes-Barre. Red Bell lost that battle and said in
February it was dropping plans to merge with Pittsburgh
Brewing.


RINCON ISLAND: Bar Date Set For June 11
---------------------------------------
The U.S. Bankruptcy Court for the Central District of
California has set a deadline of June 11, 1999 for
creditors of the debtor, Rincon Island Limited Partnership
to file claims against the debtor's estate.


SERVICE MERCHANDISE: Court Approves Real Estate Consultant
----------------------------------------------------------
The US Bankruptcy Court for the Middle District of
Tennessee, Nashville Division entered an order  authorizing
the debtors, Service Merchandise Company, Inc., et al. to
employ and retain The Keen Venture as special real estate
consultant.


SOUTHERN PACIFIC: Committee Supports Break Up Fee
-------------------------------------------------
The Official Creditors' Committee of Southern Pacific
Funding Corporation and the Bank Of New York support the
debtor's motion for authority to pay a break up fee.  The
debtor seeks the court's authority to pay the successful
Phase Two Bidder $2 million from the proceeds of a sale of
the debtor's remaining significant assets.  

A hearing to consider the Disclosure Statement of the
debtor is set for May 7, 1999 at 9:00 AM in US Bankruptcy
Court, 5th Floor, Courtroom #1, 1001 SW 5th Avenue
Portland, Oregon 97204.


TELEGROUP INC: Court Approves Alvarez & Marsal
----------------------------------------------
In the case of Telegroup, Inc., debtor, the US Bankruptcy
Court for the District of New Jersey authorized the
employment of Alvarez & Marsal, Inc. as the debtor's crisis
and restructuring consultants.  Alvarez & Marsal shall be
compensated at the rate of $180,000 per month plus
reasonable out-of-pocket expenses.


UNITED COMPANIES: Close To Finalizing Agreement With Aegis
----------------------------------------------------------
States SEC reports on April 22, 1999 that in a press  
release dated April 16, 1999, United Companies Financial
Corporation announced that it is close to finalizing an
agreement with Aegis Mortgage Corporation to sell
approximately 126 of the retail branch locations and
related assets of its subsidiary UC Lending(R) and has
filed a motion today with the Bankruptcy Court  to approve
certain bidding procedures.  In addition, the Company
announced that  C.  Geron Hargon has stepped down from his
position as Chief Operating Officer to facilitate the
transition to Aegis.


UNITED COMPANIES: Seeks Authorization to Reject Leases
------------------------------------------------------
United Companies Financial Corporation seeks court
authorization for the rejection of certain unexpired leases
and subleases of nonresidential real property.  

The debtors have evaluated the leases and subleases and
have determined that the continuing costs associated with
retaining and attempting to market the leases and subleases
are significantly greater than any potential value that
might be realized by any future sale.  The debtors request
that the rejection of each of the respective leases and
subleases be effective either April 1, 1999, if vacated or
the earlier of the date that the debtors vacate the leased
premises and April 21, 1999. The debtors list approximately
60 subleases and leases that are the subject of this
motion.


UNITED COMPANIES: Taps Kirkpatrick & Lockhart LLP
-------------------------------------------------
United Companies Financial Corporation, et al., seek to
employ Kirkpatrick & Lockhart LLP to serve as special
counsel in connection with an investigation of the debtors'
business practices being conducted by the US Dept. of
Justice and the US Department of Housing and Urban
Development.  The debtors request that the court approve
the employment of the firm to represent the debtors in
connection with the joint investigation involving the
debtors' lending practices under the federal Fair Housing
Act, Equal Credit Opportunity Act and Real Estate
Settlement Procedures Act, including producing information
and documents to DOJ And HUD attending meetings, and
performing legal research and preparing responses to DOJ
and HUD's claims.


UNITED PETROLEUM: Taps J.H. Cohn as Accountants
-----------------------------------------------
United Petroleum Corporation, debtor, seeks a court order
approving the appointment of J.H. Cohn LLP as accountants
and financial advisors to the debtor.  The debtor is
seeking to hire the firm to perform certain accounting and
consulting services.  The services include preparing
financial information required to be attached to the
Debtor's disclosure statement, including but not limited to
operating and cash flow projections and liquidation
analyses.  The firm will conduct an audit of the debtor's
financial statements for the year ended December 31, 1998;
prepare and file tax returns; assist in the preparation of
reports for the US Trustee's office and the court; review
accounting systems; appear at creditors' committee
meetings; and consult with counsel for the debtor.  The
firm will charge its normal billing rates which range from
$340 per hour for partners to $125 per hour for staff
accountants.


UNITEL VIDEO: Seeks to Replace its Primary Credit Facility
----------------------------------------------------------
Unitel Video Inc., a production facilities and services
provider for entertainment companies, announced on Tuesday
that it is in default of its primary credit facility and is
in negotiations with various lenders on a replacement
facility, according to Reuters. Unitel had advanced $10.6
million in obligations under the facility to March, when it
was due to replace a letter of credit of $8.6 million. The
company's lender continues to provide discretionary
financing and has said it would delay any action on the
default until May 17. The company also reported on Tuesday
a second-quarter loss of $1.6 million.


WILLCOX & GIBBS: Parts Distributor Files Chapter 11
---------------------------------------------------
Willcox & Gibbs Inc., a distributor of replacement parts,
supplies and ancillary equipment to manufacturers of
apparel and other sewn products, filed chapter 11 in the
District of Delaware and is seeking to implement a pre-
negotiated financial restructuring plan it has made with an
informal committee of holders of its 12 1/4 percent senior
notes, according to a newswire report. The proposed
restructuring plan calls for the substantial deleveraging
of the company by canceling its existing $85 million in
principal amount of 12 1/4 percent senior notes in exchange
for $5,206,250 in cash, a principal amount of $30 million
for a new issue of 7 percent senior notes and 850,000
shares of Class A common stock, representing 80 percent of
the shares of company common stock.

The plan also provides for the cash payment in full of all
pre-petition trade claims, and the company announced it has
agreed to a $23 million debtor-in-possession (DIP)
revolving credit facility with The CIT Group/Business
Credit Inc., and a DIP term loan of $7.5 million provided
on a subordinated basis by other lenders, all subject to
approval of the bankruptcy court. Peter J. Solomon Co. Ltd.
has served as the company's financial advisor pursuant to
its restructuring.
(ABI 22-Apr-99)


WIZ INC: IRS Withdraws Claim; Disclosure Statement Hearing
----------------------------------------------------------
The disclosure statement hearing for the Wiz Inc. was held
more than eight months after the consumer electronics
retailer filed its reorganization plan and realized it had
a $100 million tax claim to deal with. The delay was the
result of work that had to be done to deal with the
Internal Revenue Service's assertion that it had
administrative and priority claims. The IRS has withdrawn
its claim. (The Daily Bankruptcy Review and ABI Copyright c
April 22, 1999)


WORLDWIDE DIRECT: Taps Sachnoff & Weaver and A. Andersen
--------------------------------------------------------
The debtors, Worldwide Direct Inc., et al., seek to employ
Sachnoff & Weaver, Ltd. as Special Regulatory and
Administrative Compliance Counsel. Specifically, the
debtors seek to retain the firm to represent the debtors in
various pending federal, state and municipal regulatory
actions and in connection with certain internal company
investigations related to such actions including but not
limited to representing the debtors before the SEC in
connection with a formal order of private investigation
entered by the SEC; representing the debtors in response to
various state and municipal taxing authority audits;
advising the debtors regarding certain federal tax
compliance issues; and assisting the debtors in performing
an internal investigation relating to various accounting
issues.  The firm will also assist the debtors in winding
up their business interests on a state by state basis.  The
firm will advise the debtors with respect to compliance
with taxes, and they will investigate the debtors'
compliance with a variety of fiscal, tax, and regulatory
issues.

The firm will charge the debtors its regular hourly rates
for services performed in these cases.  Currently the rates
range from $230 to $460 per hour for members, $200 to $285
for of counsel and senior attorneys, from $175 to $235 for
associates, and from $90 to $160 for paraprofessionals.

The debtors also seek authority to employ Arthur Andersen
LLP as accountants for the bankruptcy estates.  SmarTalk is
seeking to retain an independent external accounting firm
to file taxes, and to ensure that SmarTalk complies with
all laws regarding the wind-down and termination of its
prior employee-benefit pans; its obligations under COBRA
and its reporting obligations.  Arthur Andersen will charge
SmarTalk hourly rates which currently range from $350 to
$560 for partners, from $200 to $340 for managers, and from
$70 to $250 for its seniors and staff.


BOND PRICING: For Week of April 19, 1999
========================================
DLS Capital Partners, Inc.

Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07               7 - 9 (f)
Amer Pad & Paper 13 '05            61 - 63
Amresco 9 7/8 '04                  80 - 81
Boston Chicken 7 3/4 '05            4 - 5 (f)
Brunos 10 1/2 '05                  18 - 20 (f)
Cityscape 12 3/4 '05               10 - 13 (f)
E & S Holdings 10 3/8 '06          45 - 50
Geneva Steel 11 1/2 '01            18 - 21 (f)
Globalstar 11 1/4 '04              73 - 75
Iridium 14 '05                     56 - 58
Loewen 7.20 '03                    49 - 51
Penn Traffic 8 5/8 '03             49 - 51 (f)
Planet Hollywood 12 '05            26 - 28 (f)
Samsonite 10 3/4 '08               75 - 77
Service Merchandise 9 '04          23 - 24 (f)
Sunbeam 0 '18                      10 - 11
TWA 11 3/8 '06                     49 - 50
Vencor 9 7/8 '05                   15 - 18 (f)
Zenith 6 1/4 '11                   30 - 32 (f)


                   *********

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-
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Debra Brennan and Lexy Mueller, Editors. Copyright 1999.  
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via e-mail. Additional e-mail subscriptions for members of
the same firm for the term of the initial subscription or
balance thereof are $25 each.  For subscription
information, contact Christopher Beard at 301/951-6400.  
       
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