TCR_Public/990507.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, May 7, 1999, Vol. 3, No. 88

                   Headlines

AMNEX, INC: Announces Bankruptcy Filing
AMPACE: Debtor Offers Adequate Protection to Mercedes Benz
BARNEY'S: Hires Former Federated CEO
BRUNO'S: Expects To File Plan By May 15
CARIBBEAN CIGAR: Order Authorizes Attorneys

CRIIMI MAE: Establishes Special Reorganization Committee
CRIIMI MAE: Files Supplement To Exclusivity Extension
EDISON BROTHERS: Meeting of Creditors
ERD WASTE: Proposes Auction of Assets
FACTORY CARD: Reports Nasdaq Notificaiton To Delist Stock

GARDEN BOTANIKA: Reports April Sales   
HOME HEALTH: Taps Total Project Solutions
IFUSION COM: Committee To Prosecute Recanati
JUMBOSPORTS: Rejection of Leases
LESLIE FAY: First Quarter 1999 Results

LIBERTY HOUSE: Hearing on Disclosure Statement
LTCB: Wants $500 Billion Yen To Any Takeover Firm
MDR ASSOCIATES: Meeting of Creditors
MEDPARTNERS: Court Approves Stipulation
MOBILE ENERGY SERVICES: Seeks Extension of Exclusivity

MOBILEMEDIA: Arch Reports First Quarter Results
PAL: To Fight Export-Import Bank
PERK DEVELOPMENT: Objection of Creditors' Committee
PITTSBURGH PENGUINS: NHL Files Plans to Sell Penguins
STORMEDIA: Court Authorizes Hiring of Dove Brothers

SYNCRONYS: Hearing on Disclosure Statement Continued
THORN APPLE VALLEY: S&P Lowers Ratings
VENCOR: Ventas and Vencor Agree to Extend Arrangements
WESTERN FIDELITY: Order Approves Disclosure Statement
WORLDWIDE DIRECT: SmarTalk Seeks To Reject Leases
YAMAICHI SECURITIES: Considers Bankruptcy Filing

BOND PRICING FOR WEEK OF MAY 3, 1999

                   *********

AMNEX, INC: Announces Bankruptcy Filing
---------------------------------------
AMNEX, Inc. announced that its Board of Directors has
authorized the filing of a Petition under Chapter 11 of the
Federal Bankruptcy Code.  The Petition is being filed
today.   Additionally, a Petition under Chapter 11 of the
Federal Bankruptcy Code is being filed today by a
subsidiary of the Company, American Network Exchange, Inc.
("ANEI").

The Company is currently in default under the terms of
certain of its financial instruments.  Additionally, on May
4, 1999, Jackson National Life Insurance Company ("JNL"),
the lender to Crescent Public Communications Inc.  
("Crescent"), the Company's payphone subsidiary, presented
a notice to the Company and Crescent alleging defaults
under Crescent's loan agreement and notifying the Company
of JNL's purported exercise of the right to vote the  
shares of Crescent to oust the current officers and
directors of Crescent and replace them with the nominees of
JNL.  The Company is reviewing all of its available lights
and remedies with respect to the actions of JNL, its  
representatives and others.

During the last two weeks intensive negotiations have been
conducted among the Company, its principal stockholders,
existing lenders and prospective lenders and investors in
an effort to obtain ongoing financing.  The negotiations
have not been successful and the Company has been unable to
obtain the financing necessary to enable it to continue its
operations and those of ANEI outside of the protection of
the Bankruptcy Court.

Accordingly, each of the Company and ANEI is today filing a
petition seeking protection under the reorganization
provisions of Chapter 11 of the Federal Bankruptcy Code.  
The Company is exploring opportunities for possible
debtor in possession financing to enable the Company and
ANEI to continue operations for  a period of time.  During
that period the Company may seek purchasers for portions of
its business on a going concern basis and otherwise
seek to  maximize values.  There is no assurance that these
efforts will be successful.   In the event that the Company
is unable to obtain debtor in possession  financing so as
to enable it to continue operations, the Company will have
no choice other than to liquidate on as orderly a basis as
possible.


AMPACE: Debtor Offers Adequate Protection to Mercedes Benz
----------------------------------------------------------
Ampoace Corporation and Ampace Freightlines, Inc., debtors,
state that the debtors are prepared to pay Mercedes Benz
Credit Corporation $28,800 each month until some or all of
the collateral is surrendered or the debtors confirm their
poans of reorganization.  The debtors have already made
such a payment for April, 1999.


BARNEY'S: Hires Former Federated CEO
------------------------------------                      
Three months after emerging from bankruptcy, Barney's
has hired the former top executive of Federated Department
Stores to lead the clothing retailer's revival bid.

Barney's announced Wednesday that Allen Questrom will be
its new CEO, replacing Tom Shull, who earlier this year
said he planned to leave the high-end merchant.

Questrom, 59, joined Barney's board of directors in
January, two years after he retired from Federated, where
he worked for more 30 years. In 1990, after a two-year
stint as the head of Dallas-based Neiman Marcus,  
Questrom returned to Federated as chairman and CEO, guiding
the Cincinnati-based retailer out of Chapter 11 bankruptcy
reorganization. He also presided over a period of major
growth as Federated bought R.H. Macy & Co. Inc. and  
Broadway Stores Inc.

Questrom is receiving no salary and will be compensated
with equity in the company, according to officials for
Barney's new owners, Bay Harbour Management and
Whippoorwill Associates. Founded in the 1920s in New York
City by the Pressman family, Barney's evolved into a
retailer known for expensive merchandise and a hip, urban  
clientele. It's not unusual for Barney's shoppers to find
$500 jeans and $2,000 suits from top designers such as Jil
Sander and Gucci. But the company ran into financial
trouble in the 1990s as it launched an aggressive expansion
plan. By 1996, it was forced to file for Chapter 11  
bankruptcy court protection.

Barney's emerged from bankruptcy in January under Shull, a
former executive with Meridian Ventures Inc., which had
been hired two years earlier to help  shore up the
company's finances. The Pressman family, which ran Barney's
until last year, no longer has an active role at the
company. When Shull announced plans to leave at the end of
May, there were reports that Barney's was looking for a
leader with both strong merchandising and financial skills.

Barney's now owns seven stores and 13 outlet shops.


BRUNO'S: Expects To File Plan By May 15
----------------------------------------
Bruno's Inc. expects to file a plan of reorganization with
the U.S. Bankruptcy Court in Wilmington, Del., before May
15. Bruno's made the disclosure in a recent filing with the
Securities and Exchange Commission. Bruno's also reported
that it has voluntarily reduced its maximum allowable
borrowings under its debtor-in-possession financing
agreement from $200 million to $100 million. The
supermarket chain stated that it does not anticipate that
it will need the additional borrowing capacity and the
reduction will decrease the fees paid by the company
under the loan agreement. Bruno's on March 11 received
court approval of an extension of its exclusive periods to
file a plan of reorganization and solicit plan acceptances
to May 14 and July 15, respectively. (The Daily Bankruptcy
Review and ABI Copyright c May 6, 1999)


CARIBBEAN CIGAR: Order Authorizes Attorneys
-------------------------------------------
The Honorable Richard Stair, Jr. entered an order on April
27, 1999 approving the employment of James C. Cone and the
law firm of Jenkins & Jenkins attorneys, PLLC to act as
attorneys for the estate.


CRIIMI MAE: Establishes Special Reorganization Committee
--------------------------------------------------------             
CRIIMI MAE Inc. (NYSE: CMM) announced  that a Special
Reorganization Committee of the Board of Directors has been  
established to evaluate the several proposals received from
major financial institutions for private equity investments
that would be part of a plan of reorganization.  The
Committee, composed of the Company's four outside  
directors, will also oversee the ongoing development of the
entire plan of reorganization under which the Company could
emerge from Chapter 11.  Robert E.  Woods has been
appointed Lead Director of the Committee.  Mr. Woods
is Managing  Director and head of loan syndications for the
Americas at Societe Generale.   Before that, he was
Managing Director and Head of the Real Estate Capital  
Markets and Mortgage-Backed Securities Division at
Citicorp.

On October 5, 1998, CRIIMI MAE and two affiliates filed for
protection under Chapter 11 of the U.S. Bankruptcy Code.  
Before filing for reorganization, CRIIMI MAE had been
actively involved in acquiring, originating, securitizing  
and servicing multifamily and commercial mortgages
and mortgage related assets  throughout the United States.
Since filing for Chapter 11 protection, CRIIMI MAE has
suspended its loan origination, loan securitization and
CMBS  acquisition businesses. The company, however,
continues to hold a substantial  portfolio of subordinated
CMBS and, through its servicing affiliate, acts as a  
servicer for its own as well as third party
securitizations.


CRIIMI MAE: Files Supplement To Exclusivity Extension
Request
------------------------------------------------------
CRIIMI MAE Inc. and its affiliated debtors filed a
supplement to the motion requesting an extension of
exclusive periods to file plans of reorganization and
solicit acceptances thereof for a period of six months (to
August 2, 1999 and October 3, 1999 respectively).

The debtors formulated the supplement due to the recent
actions that the debtors have taken with respect to
formulating a consensual plan of reorganization.

The debtors anticipate filing a plan of reorganization by
August 2, 1999.  Wasserstein Perella has submitted an
information memorandum to 14 potential bank lenders and
expects to receive proposals with respect to the bank debt
within the next few weeks.  During the week of April 19,
1999, the debtors received several substantial proposals
from major financial institutions concerning a private
equity placement of up to $200 million.  Once the equity
portion is in place, the debtors will be in a position to
solidify the bank debt and high yield debt elements on the
best available terms.


EDISON BROTHERS: Meeting of Creditors
-------------------------------------
On March 9, 1999, Edison Brothers, Inc. and its debtor
affiliates filed their voluntary petitions for relief under
Chapter 11.  A meeting of creditors is scheduled for May
14, 1999 at 10:00 AM at the J. Caleb Boggs Federal
Building, 844 King Street, Room 2313, Wilmington, Delaware
19801.


ERD WASTE: Proposes Auction of Assets
-------------------------------------
The debtors, ERD Waste Corp., et al., are diversified waste
management companies.  Faced with the prospect of a
liquidation, the company has formed Millennium
Environmental Services, Inc., a New York corporation formed
by the members of the debtors' current management and they
have approached The Chase Manhattan Bank to explore the
purchase of Chase's claims.  

The debtors propose to conduct an auction of substantially
all of their assets.  The debtors seek authority from the
court to allow Millennium, as the purchaser of Chase's
claims to credit bid the Chase claims, in consideration for
the sale and transfer of substantially all of the debtor's
assets.

The debtors' obligations to Chase include a pre-petition
principal obligation of $7.5 million and DIP financing in
the principal sum of $915,000.

In the absence of a sale of their assets, the debtors will
no longer be able to operate their businesses and may be
forced to terminate operations.  The proposed auction and
sale represents the culmination of substantial efforts to
locate a party to invest in the debtors to enable them to
propose and confirm a plan and to continue as a going
concern.  Despite the debtors' best efforts, the attempt to
consummate such a transaction have not succeeded.


FACTORY CARD: Reports Nasdaq Notificaiton To Delist Stock
---------------------------------------------------------
Factory Card Outlet Corp. (Nasdaq:FCPYQ) announced that it
has received notification that Nasdaq's staff has
determined to delist the Company's common stock from the
Nasdaq national market.  Nasdaq said the determination was
based on the potential impact of the Company's pending
chapter 11 case on Factory Card Outlet's stockholders.  
The Company intends to request a delisting hearing before
NASDAQ's Listing Qualifications Panel.  The Company's stock
will continue to be listed on the Nasdaq national market,
although trading continues to be halted, until the  
hearing process is completed.

Factory Card Outlet is a chain of company owned stores
offering a vast assortment of party supplies, greeting
cards, gift wrap and other special occasion merchandise at
everyday value prices.


GARDEN BOTANIKA: Reports April Sales   
------------------------------------                    
Garden Botanika, Inc. reported sales for April (the four-
week fiscal period ended May 1, 1999).

Sales decreased 27% to $5.1 million from $7.0 million in
April 1998. Store sales decreased 24% due to a decrease in
the total number of stores from 280 to 240 and a 14%
decline in comparable store sales (for the 149 stores open
at least one complete fiscal year). Included in total sales
are mail order and Internet sales of $182,000 and the
recognition of $275,000 in revenue from sales of annual
memberships in the Company's discount shopping "Garden
Club" program, which membership sales are amortized over
the course of a year. The prior year period also included a
commercial sale of $600,000. During the month, the Company
closed five stores under authority granted by the U.S.  
Bankruptcy Court, terminated one lease and began the
liquidation process for the closing of 90 additional
stores. These 96 stores have been excluded from the
comparable store base.

For the thirteen weeks ended May 1, 1999, sales decreased
17% to $17.9 million from $21.7 million in the comparable
prior period. Store sales declined 20% due to a 12%
decrease in comparable store sales and a 14% decrease in
the total number of stores. Included in total sales are
mail order and Internet sales of  $689,000 and the
recognition of $786, 000 in revenue from sales of
annual  memberships in the "Garden Club" program.

Garden Botanika markets botanically based cosmetic and
personal care products through its 150 stores across the
U.S. and its own catalog. The Company's headquarters are
located at 8624-154th Avenue NE, Redmond, Washington 98052,  
and its website address is www.gardenbotanika.com.


HOME HEALTH: Taps Total Project Solutions
-----------------------------------------
The debtors, Home Health Corporation of America, Inc., et
al. seek court authority to employ Total Project Solutions,
Inc. as office project management and design consultant.

The firm would develop and implement a project plan in
connection with the relocation of the debtors' personnel
between and among their office locations.  The total
project cost will not exceed $14,900.


IFUSION COM: Committee To Prosecute Recanati
--------------------------------------------
A stipulation and order authorizing the Official Committee
of Unsecured Creditors to prosecute the debtor's claims
against Michael Recanati will be presented to the Honorable
Prudence Carter Beatty, US Bankruptcy Court, Southern
District of New York on May 13, 1999.  

The Committee has taken the lead role in investigating
whether any claims may exist in favor of the debtor against
Prudential Securities, Inc. and 511 Equities Corp. who
asserted secured and unsecured claims against the debtor in
an amount exceeding $7 million and Michael Recanati the
former Chairman of the Board, CEO and controlling common
shareholder of IFusion.  The Committee believes after an
investigation that possible claims and causes of action
exist.


JUMBOSPORTS: Rejection of Leases
--------------------------------
The debtor, JumboSports, Inc. gives notice of filing its
Notice of Rejection of Lease at the following stores:

Augusta, Georgia
Quad Cities, IA
Virginia Beach, Virginia
Dayton, Ohio
Charlotte SW, North Carolina


LESLIE FAY: First Quarter 1999 Results
--------------------------------------           
The Leslie Fay Company, Inc.(Nasdaq: LFAY) reported a 35.1%
increase in net sales to $61.1 million for its first
quarter ended April 3, 1999, from $45.3 million for its
first quarter ended April 4, 1998.  Gross profit margin of
27.3% for the first quarter of 1999 improved from 26.5% for
the year-ago quarter.  Excluding the operations of Warren
Apparel Group acquired on October 27, 1998, Leslie Fay's  
net sales for the first quarter of 1999 increased 11.7% to
$50.5 million, and its gross profit margin was 26.7%.

Leslie Fay's net income for the first quarter of 1999 grew
to $4.3 million, or $0.71 per basic share and $0.70 per
diluted share, from net income of $3.8 million, or $0.55
per basic share and $0.54 per diluted share, for the year-
ago quarter.

Leslie Fay's results for both years include a $1.1 million
offset to operating expenses, representing the amortized
portion of the amount by which revalued net assets exceeded
stockholder equity on June 4, 1997, the date the company  
emerged from bankruptcy.  This positive, non cash offset to
expenses amounted  to $0.19 per diluted share, for the 1999
period and to $0.16 per diluted share,  for the 1998
period.

The company's EBITDA for its first quarter of 1999 improved
29.8% to $6.7 million from $5.1 million for the year-ago
quarter. As previously announced, during the  
third quarter of 1998, Leslie Fay repurchased 817,100
shares, or about 12% of the total outstanding, pursuant to
a share buyback plan announced in April.  As of May l,
1999, there were 6,041,138 basic shares outstanding.


LIBERTY HOUSE: Hearing on Disclosure Statement
-----------------------------------------------
A proposed plan of reorganization of equity holders, JMB
Realty Corporation and Pacific Lease Finance LLC was filed
on April 30, 1999.  The hearing to consider the motion for
approval of the Disclosure Statement will be held at the
courtroom of the Honorable Lloyd King, US Bankruptcy Court,
1132 Bishop Street, 3rd Floor, Honolulu, Hawaii 96813 at
9:30 AM on May 26, 1999.


LTCB: Wants $500 Billion Yen To Any Takeover Firm
-------------------------------------------------            
Kyodo News reports on May 6, 1999 that the Long-Term Credit
Bank of Japan (LTCB) will propose that the government lend
up to 500 billion yen to any foreign firm that agrees  
to take over LTCB, sources close to the failed bank said
Thursday.

It will also ask the government to give a banking license
to a new subsidiary to be set up in Japan by such a foreign
entity, the sources said. LTCB, insolvent with bad loans,
was put under state control last October.

Giving a banking license to such a foreign acquirer would
be necessary if the government is to invoke the bank-
recapitalization law, the sources said.

The law -- enacted last October -- empowers the government
to lend money to a financial institution if such credit is
necessary to prevent a collapse of a bank from disrupting
the entire banking system.  But the law mandates that such
public money can only go to a financial institution or
company that has a Japanese government license to engage in  
banking operations. With the proposal, LTCB hopes to add
foreign financial institutions, nonbank financing firms and
nonfinancial companies to a list of possible acquirers,  
besides reluctant Japanese banks that have such licenses
already, the sources said.

The Financial Reconstruction Commission (FRC) and the
Financial Supervisory Agency (FSA) are ready to approve the
proposal to have the state-run Deposit Insurance Corp. lend
public funds to such a foreign entity in this manner,  
other sources said.  The government-appointed managers of
LTCB have been sounding out major Japanese banks as to
whether they are ready to take over LTCB's operations,
along with parts of the bank's assets and liabilities.

FRC chief Hakuo Yanagisawa initially expressed hope of
finding an acquirer by the end of April but none has
materialized. LTCB and the government now say  
they want to find an acquirer by the end of May.
The major banks that have been asked to take over LTCB have
refused to comply, saying they could get in financial
trouble if they took over its second-category problem loans
-- including loans to heavily indebted
construction  companies with serious cash-flow problems.

The sources close to LTCB said the government would have to
lend up to 500 billion yen to an acquiring entity, if LTCB
were to be operated as an international bank under the
capital-adequacy rule of the Bank for International
Settlements (BIS).

The BIS rule mandates that banks operating internationally
have capital equal to at least 8% of their outstanding
loans.  Even if the government is to enable LTCB to operate
as a bank specializing in domestic banking operation, it
would still have to lend more than 200 billion yen to such
an acquirer, to meet a Japanese banking regulation, the
sources said.  The regulation stipulates that a bank
operating domestically must have capital equivalent to at
least 4% of its outstanding loans.  The FRC said last week
that LTCB had a capital deficit of 2.65 trillion yen  
last October, with 22.96 trillion yen in liabilities
against 20.3 trillion yen in assets.


MDR ASSOCIATES: Meeting of Creditors
------------------------------------
A petition for reorganization under Chapter 11 of the
Bankruptcy Code has been filed in the US Bankruptcy /Court
for the District of Delaware by MDR Associates Partnership
on April 9, 1999.  A meeting of creditors will take place
on may 28, 1999 at 1:00 PM, 844 King Street, Room 2313,
Wilmington, DE 19801.


MEDPARTNERS: Court Approves Stipulation
---------------------------------------
The US Bankruptcy Court for the Central District of
California, Los Angeles Division, entered an order
approving that certain stipulation wherein MedPartners
Provider Network, Inc. ("MPN") compensates certain
providers for health care services.  The company will
establish a provider account, into which MPN shall deposit
at least $18 million.  Monthly payments will be made to
Capitation Providers.  On the first Calculation Date, the
MPN provider account disbursement agent shall exclude from
distribution $23.5 million so long as there is at least
$41.5 million in the account.  So long as MPN is not in
material default, the Consenting Providers shall continue
to provide services to MPN's enrollees during the term in
accordance with their contracts and ordinary business
practice and course of dealing.


MOBILE ENERGY SERVICES: Seeks Extension of Exclusivity
------------------------------------------------------
Mobile Energy Services Company, LLC and Mobile Energy
Services Holdings, Inc. seek an order extending their
exclusive periods.  The debtors seek a 90-day extension of
the 120-day exclusive period during which only the debtors
may file a plan of reorganization and the 180-day exclusive
period during which the debtors may solicit acceptances.  

The debtors seek an extension to and including August 12,
1999 for filing a plan, and an increase to and including
October 12, 1999 for solicitation of acceptances.

The debtors list all of the activities undertaken by the
debtors since the filing of the case.  The debtors had to
respond to two complex motions by Kimberly-Clark, they
received authorization for use of cash collateral, they
have commenced installation of a refurbished steam turbine
generator, which will provide a more reliable source of
electrical power upon the closure of the Pulp Mill and they
have filed all schedules and statements.  The debtors are
currently negotiating the terms of a Key Employee Retention
and Severance Plan with the ad hoc Bondholders Committee.  

The debtors further intend to develop their business plan
with input from the ad hoc Bondholders Committee, and
following completion of their business plan, the debtors
will need time to negotiate the treatment of claims under a
plan of reorganization with the Bondholders and other
parties-in-interest hence they are seeking these extensions
of exclusivity.  


MOBILEMEDIA: Arch Reports First Quarter Results
-----------------------------------------------
Arch Communications Group, Inc. (Nasdaq: APGR) announced
EBITDA for the quarter ended March 31, 1999 of $35,032,000  
and pro forma  EBITDA, reflecting its pending acquisition
of MobileMedia Corporation, of $65 million.

Service revenues for the first quarter were $90,529,000 and
net product sales totaled $3,433,000, providing net
revenues of $93,962,000.  On a pro forma basis, Arch and
MobileMedia generated service revenues of $191 million and
net revenues of $196 million.  Arch also announced that it
added 53,000 net paging units in service during the first
quarter, bringing total units in service at March 31, 1999
to 4,329,000.  Upon completion of Arch's merger with
MobileMedia in early June, Arch will have more than seven
million units in service.

The combination with MobileMedia will make Arch the second
largest paging and wireless messaging company in the United
States and expand its sales and service operations to all
50 states.  The transaction also will significantly  
strengthen Arch's balance sheet and create opportunities
for growth.

First quarter net loss to common stockholders was
$49,637,000, compared to $45,839,000 in the first quarter
of 1998.  The loss was negatively impacted by  
$3.4 million due to the Company's adoption of financial
accounting rules which require that certain start-up and
organization costs are immediately expensed as opposed to
capitalized and amortized over time.  The first quarter
impact represents the unamortized portion of start-up and
organization costs that were deferred in prior years.


PAL: To Fight Export-Import Bank
--------------------------------
Philippine Airlines will fight an attempt by the  
U.S. Export-Import Bank to seize Boeing jets used by the
ailing flag carrier on its long-distance flights, a company
lawyer said Thursday.  Philippine Airlines lawyer Estelito
Mendoza said the carrier will oppose the Ex-Im Bank's
petition with a U.S. Bankruptcy Court to allow the
seizure of the  four Boeing 747-400 jumbo jets it helped
the airline acquire.

PAL, Asia's oldest airline, has been unable to repay more
than $2.2 billion in debt, owed largely to U.S. and
European creditors.

In a letter Wednesday to Manila's Securities and Exchange
Commission, the Ex-Im Bank said it began the recovery move
after deciding PAL's financial rehabilitation process
"lacks fundamental attributes of transparency, fairness  
and predictability."

In a response Thursday to the Ex-Im Bank, SEC chairman
Perfecto Yasay said the move violates the bank's earlier
commitment to follow the SEC's jurisdiction in the
airline's rehabilitation.  Yasay told reporters the Ex-Im
Bank approved PAL's rehabilitation plan in March, thereby
submitting itself to the SEC's jurisdiction. If the Ex-Im
Bank has complaints about PAL's rehabilitation process, it  
should bring a case to a court in the Philippines, not the
United States, Yasay said.

The four Boeing aircraft are used daily for PAL's long-haul
flights, mainly to U.S. destinations, and their seizure
would jeopardize the company's international flight
operations, Philippine officials said.


PERK DEVELOPMENT: Objection of Creditors' Committee
---------------------------------------------------
The Official Joint Committee of Unsecured Creditors objects
to the disclosure statement filed by Perk Development
Corporation as agent for itself and Brambury Associates.

The Committee states that the disclosure statement does not
contain adequate information, that it contains information
which is in direct conflict with the provisions of the
liquidation plan and that it describes a plan that is not
confirmable.

The Committee is disturbed by releases to management from   
liabilities and by a liquidation plan attempting to obtain
the benefits of a discharge.  The Committee also states
that disclosure concerning tax claims is inconsistent with
the debtors' objection to the IRS and New York State claims
previously filed in these cases and subsequently withdrawn.  
The disclosure statement also does not address the issue of
substantive consolidation and it improperly places
reclamation in a class separate and apart from
administrative claims.  The Committee offers to propose an
alternative plan that will generally adopt the debtors'
structure with some streamlining and clarifications and
with the major substantive changes including:

No separate classification of reclamation claims.

All administrative expenses paid in full at confirmation
out of Net Sale Proceeds.

$500,000 Committee/FFCA settlement fund distributed to
general, non-priority unsecured creditors as if cases
consolidated.

Reasonable fund created from Net Cash Proceeds to fund
necessary costs

Committee continues in lieu of Plan Administrator

Debtors current principal and officers to be responsible
for all tax returns of debtors with costs to come from Net
Sale Proceeds

Avoidance proceeds to be split between general, non-
priority, unsecured creditors and the taxing authorities on
a negotiated basis.

All other assets to be distributed first to tax liens, then
to unpaid priority creditors, then to general unsecured
creditors.

No discharges

No Cavalcanti-Kendall or other third party releases or
exculpations

No waiver of subordination rights


PITTSBURGH PENGUINS: NHL Files Plans to Sell Penguins
-----------------------------------------------------
The National Hockey League plans to dissolve and sell the
Pittsburgh Penguins franchise if U.S. Bankruptcy Court does
not approve former player Mario Lemieux's reorganization
plan by May 31, even though the NHL supports Lemieux's
takeover bid, according to a newswire report. The NHL,
which previously announced their intentions weeks ago,
filed its plans Wednesday with U.S. Bankruptcy Judge
Bernard Markovitz, stating that the NHL would disband the
Penguins franchise next month if there is no new ownership.
"There is no new revelation in this, but (the NHL) had
to...signal its position. We felt it was something we were
compelled to do," said William Daly, the NHL's vice
president for legal affairs. "This is a fallback plan, as
our primary goal and objective is to keep the Penguins in
Pittsburgh as a viable franchise. But it must be done on an
appropriate timetable," he said. "The Penguins can't
operate in Pittsburgh next year unless (the Lemieux plan
goes through). There's no money there to operate it." Judge
Markovitz already has said that May 31 is too soon and the
creditors will not vote on Lemieux's plan by then. A
subsequent hearing is scheduled for June 24, a date with
which Daly said the NHL is "very concerned." (ABI 06-May-
99)


STORMEDIA: Court Authorizes Hiring of Dove Brothers
---------------------------------------------------
The Honorable Arthur S. Weissbrodt entered an order
approving the application of the debtors Stormedia
Incorporated and its affiliates to employ Dove Brothers LLC
as auctioneers.


SYNCRONYS: Hearing on Disclosure Statement Continued
----------------------------------------------------
Syncronys Softcorp (OTC BB:SYCR) Thursday announced that
the company's hearing on its Disclosure Statement
previously scheduled for April 23 has been continued to
June 17, 1999, in the Central District of California's U.S.
Bankruptcy Court.

The April 23 hearing was continued to provide Syncronys
with the opportunity to amend its Plan of Reorganization
and Disclosure Statement as required by the Bankruptcy
Court.

Ron Bender, a partner in Levene, Neale, Bender & Rankin,
bankruptcy counsel to Syncronys, stated: "Together with
Syncronys, we are in the process of amending the Plan of
Reorganization and Disclosure Statement which Syncronys
intends to file with the Bankruptcy Court on May 12, 1999,
in time to be considered for approval by the Bankruptcy
Court at the June 17th hearing."


THORN APPLE VALLEY: S&P Lowers Ratings
--------------------------------------
Standard & Poor's today lowered its ratings to 'D' from
single-'A'/'A-1' on the $5.5 million Michigan Strategic
Fund Adjustable Rate Demand Limited Obligation Revenue
Bonds (Thorn Apple Valley Inc. Project) Series 1993
following the interest payment default on May 3, 1999. The
ratings were removed from CreditWatch, where they were
placed on Apr. 19, 1999.  These rating actions reflect Old
Kent Bank's failure to honor draws on its LOC, the
contingent source of credit protection to bondholders in
this  transaction, and the bankruptcy of Thorn Apple
Valley, the underlying obligor.  The Trustee, Chase
Manhattan Trust Co. N.A., and Old Kent Bank are
disputing the extension of the LOC.

The ratings on the bonds were based upon the LOC of Old
Kent Bank.  The original LOC expiration date was Dec. 16,
1998.  In advance of the expiration date of the LOC, the
prior Trustee, PNC Bank, Ohio, reported to Standard &  
Poor's that the LOC was extended for one year in accordance
with the extension provisions of a 1993 agreement between
Thorn Apple Valley and Old Kent Bank, and, additionally, a
consultation with the LOC bank.  The Trustee continued to  
draw upon the LOC and received payment from Old Kent Bank
for each of the monthly interest payments due in January,
February, and March 1999.  Thorn Apple Valley filed for
Chapter 11 bankruptcy on March 5, 1999. The Trustee  
presented a drawing for interest on March 31, 1999.  Old
Kent Bank informed the Trustee that it would not honor the
drawing, claiming that the LOC expired Dec.  16, 1998, and
had not been extended.  The Trustee, Chase Manhattan Trust
Co.  N.A., the successor trustee to PNC Bank, Ohio, paid
the interest due on April 1.  In advance of the May 3
interest payment date, the Trustee drew on the Old Kent
Bank LOC, and this draw was not honored.


VENCOR: Ventas and Vencor Agree to Extend Arrangements
------------------------------------------------------             
Ventas, Inc. (NYSE: VTR) announced that the Company and
Vencor, Inc. (NYSE: VC), its principal tenant, have agreed
to extend through May 7, 1999 the term of the standstill  
agreement which the parties entered into on April 12, 1999
to allow the companies to continue ongoing discussions
concerning Vencor's capital structure and its lease
obligations to the Company, including the payment of May
rent. The amended standstill agreement will extend for two
days the obligations of each of the Company and Vencor to
refrain from pursuing any claims against the other or any
third party relating to the April 1998 reorganization and
the Company's agreement not to exercise its remedies for
non-payment of rent under its lease agreements with Vencor.
The amended standstill agreement will terminate on the
earlier of May 7, 1999 or any date that a voluntary or
involuntary bankruptcy proceeding is commenced by or
against Vencor. Following the termination of the amended
standstill agreement, the Company will be entitled to
exercise its rights and remedies under the lease
agreements.

Ventas previously announced an agreement between the
Company and Vencor that any statutes of limitations or
other time constraints in a bankruptcy proceeding that
might be asserted by one party against the other would be  
extended or tolled from April 12, 1999 until May 5, 1999.
The parties have agreed not to extend this arrangement.

Ventas, Inc. is a real estate company whose properties
include 219 nursing centers, 45 hospitals and eight
personal care facilities operated in 36 states.


WESTERN FIDELITY: Order Approves Disclosure Statement
-----------------------------------------------------
On April 27, 1999, the US Bankruptcy Court for the District
of Colorado approved the Disclosure Statement of Western
Fidelity Funding, Inc.  The hearing on confirmation of the
plan is scheduled for June 21, 1999 at 9:00 AM in courtroom
B, US Bankruptcy Court, US Custom House, 721 19th Street,
Fifth Floor, Denver, Colorado 80202-2508.


WORLDWIDE DIRECT: SmarTalk Seeks To Reject Leases
-------------------------------------------------
In order to relieve the bankruptcy estates of further
administrative liability with respect to the leases,
SmarTalk requests that the court enter an order rejecting a
certain office lease in Boston, Mass.; an office lease in
Dublin, Ohio, an office lease in Cleveland, Ohio, an
agreement regarding a location in Charlotte, North
Carolina, an agreement regarding a location in Orlando,
Floria; an agreement for the provision of
telecommunications services and facilities, a lease at
Britton Woods, and an office lease in San Francisco,
California. The debtor is also seeking approval of a
stipulation regarding a lease pursuant to which SmarTalk
and Emerson compromised certain claims.


YAMAICHI SECURITIES: Considers Bankruptcy Filing
------------------------------------------------
According to a Kyodo News report on May 6, 1999,
Yamaichi Securities Co., a major brokerage house that  
ceased to be a going concern after collapsing in November
1997, is considering filing for bankruptcy with the Tokyo
District Court by the end of this month, industry sources
said Thursday.

Since the company has a capital deficit, if it fails now
the Bank of Japan (BOJ) is likely to see the special loan
it extended to the company right after the collapse go
sour, the sources said.

Yamaichi, formally one of Japan's "Big Four" securities
houses, was forced to suspend its operations after piling
up huge off-the-book liabilities and facing liquidity
shortages. Since the business suspension, Tokyo-based
Yamaichi has been working on its own liquidation, with all
branches closed and most employees dismissed on March 31
this year. A skeleton staff is now engaged in returning and
liquidating what little is left of customers' assets as
well as the company's own.

The BOJ has been insisting that its special loan, provided
to prevent a crisis in the financial industry, be repaid by
the securities industry's fund for protecting investors.
But the industry is likely to reject such a call, saying
that the fund's role is to protect investors and does not
cover a case like the BOJ's loan, the industry sources
said. The sources say Yamaichi still has some 300 billion
to 400 billion yen in outstanding loans to the BOJ.

Meanwhile, Yamaichi's capital deficit, which amounts to
just over 30 billion yen, could balloon to nearly 80
billion yen if it loses a court battle with 14 insurance
companies that have provided a combined 43 billion yen in  
subordinated loans to the company.

The insurers are claiming that their subordinated loans
should be considered as having ordinary claims, rather than
subordinated claims, on assets in the event of the
borrower's collapse because they had not been fully
informed of the true state of Yamaichi's financial standing
when the loans were extended.

Yamaichi's assets are also facing the possibility of a
further contraction if land prices continue dropping, which
will erode the value of its property holdings, and the
yen's value against other currencies rises, which will curb  
the value of its assets denominated in foreign currencies,
the sources said.  Yamaichi has been placing its customers'
assets under the care of the government's legal affairs
bureau so that the company can relieve itself of the
responsibility of protecting them from creditors.
By the end of this month, 1.3 billion yen worth of
customers' cash assets, which are most likely to be first
targeted by creditors for recollection, will have been
transferred to the bureau, the sources said.


BOND PRICING FOR WEEK OF MAY 3, 1999
====================================
DLS Capital Partners, Inc.

Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07              7 - 8 (f)
Amer Pad & Paper 13 '05           63 - 65
Amresco 9 7/8 '05                 85 - 87
Asia Pulp & Paper 11 3/4 '05      79 - 80
Boston Chicken 7 3/4 '05           4 - 5 (f)
Brunos 10 1/2 '05                 16 - 18 (f)
Cityscape 12 3/4 '05              10 - 11 (f)
E & S Holdings 10 3/8 '06         45 - 50
Geneva Steel 11 1/2 '01           22 - 24 (f)
Globalstar 11 1/4 '04             68 - 70
Iridium 14 '05                    40 - 42
Loewen 7.20 '03                   47 - 48
Penn Traffic 8 5/8 '03            49 - 51 (f)
Planet Hollywood 12 '05           23 - 26 (f)
Samsonite 10 3/4 '08              73 - 76
Service Merchandise 9 '04         23 - 24 (f)
Sunbeam 0 '18                     12 - 13
TWA 11 3/8 '06                    51 - 52
Vencor 9 7/8 '05                  16 - 18(f)
Zenith 6 1/4 '11                  31 - 33 (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-
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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