TCR_Public/990607.MBX        T R O U B L E D   C O M P A N Y   R E P O R T E R
             Monday, June 7, 1999, Vol. 3, No. 108


ACCESS BEYOND: Trustee Seeks To Hire Professionals
ADVANCED MEDICAL: Company Completes Court Authorized Asset Sale
AMERICAN TELECASTING: Plans Merger With Sprint
BOSTON CHICKEN: Exclusivity Extended - With Caveat

BRUNO'S: Hearing To Consider Approval of Disclosure Statement
CELLEX BIOSCIENCES: Hearing on Confirmation of Plan
CODON PHARMACEUTICALS: Court Approves Consultant To Committee
DISCOVERY ZONE: Seeks Authority To Employ Special Counsel
EATON'S: Federated May Be Interested In Purchase of Assets

EDISON BROS: Asset Purchase Agreement With CODA Acquisition Group
EDISON BROS: Receives Extension For Lease Determination
ENTEX INFORMATION: Company Optimistic About Future Despite Losses
FACTORY CARD: Seeks Authority To Employ Real Estate Attorney
GARDEN BOTANIKA: Seeks Extension To Assume/Reject Leases

GORGES QUIK TO FIX FOODS: Losses Stay Level Despite Revenue Falling
HUNGARIAN TELEPHONE: Current Qtr. Produces More Revenue, Less Loss
INTERACTIVE NETWORK: AT&T Subsidiary Now Owns 20.1% Of Common Stock
KELLEY OIL & GAS: Incurs Losses But Pays Off Credit Facility
LIVENT: Unsecured Creditors Hope for Higher Bid

MCA FINANCIAL: Seeks Extension of Exclusivity
MEDPARTNERS: Announces Extension of Interim Settlement Agreement
MOBILE ENERGY: Seeks Order Approving Key Employee Program
MOBILEMEDIA: Arch Completes Merger
MONTGOMERY WARD: Plan Premised On Consolidation

PENN TRAFFIC: Many Shareholders Remain Bitter
PHP: Plan Based On Bondholder/Lender Deal
ROOM PLUS: Seeks To Extend Time To Accept/Reject Leases
SYNCOM INC: USA Digital Announces Agreements To Purchase Control
UNITED COMPANIES: United Delays Filing Financials With SEC

URANIUM RESOURCES: Investment Firms Beneficial Ownership Reported
WSR: Objection To Extension of Exclusivity


ACCESS BEYOND: Trustee Seeks To Hire Professionals
Morton P. Levine, in his capacity as Chapter 11 Trustee for Access
Beyond Technologies, Inc., n/k/a Hayes Corporation (Hong Kong) Ltd.,
et al, seeks authority to engage and designate Robert D. Wilcox as
his special counsel for the limited purposes of pursuing any pending
and future litigation with respect to outstanding accounts

By separate application, the Trustee seeks authorization to hire
Ahart & Associates LLC as CPA for the Trustee.  The Trustee seeks to
employ the firm to assist him with the Trustee's duties in the
administration of the estate, including, but not limited to,
determining the tax consequences of the proposed sale of the assets
of the debtors, preparation of tax returns and Trustee reports,
reviewing the books and records of the debtors, reconciling
accounts, advising the Trustee as to pre- and post-petition
transactions and recovery claims, and to advise the Trustee
concerning the same, and to testify as an expert, if necessary.  The
firm will charges for its services on an hourly basis. The firm's
fees range from $175 to $95 per hour for accountants.

The Trustee also seeks to retain and employ Levine & Block as
counsel to the Trustee.  The firm will serve as primary counsel to
assist the Trustee during the pendency of these cases.  The firm
charges $250 per hour for services of a partner.

ADVANCED MEDICAL: Company Completes Court Authorized Asset Sale
On May 3, 1999, the United States Bankruptcy Court for the District
of South Carolina entered an order approving the Disclosure
Statement of Advanced Medical Products Inc.  The company filed the
disclosure on March 23, 1999.  June 11, 1999 is the last day for
filing ballots accepting or rejecting the plan of reorganization
filed March 23, 1999, and June 21, 1999 is the date of the hearing
on the confirmation of the plan of reorganization.

On May 10, 1999, the United States Bankruptcy Court for the District
of South Carolina entered an order authorizing the sale of Advanced
Medical Products, Inc.'s assets free and clear of all liens,
encumbrances and interests.

On May 11, 1999, pursuant to the court order entered on May 10,
1999, Advanced Medical Products, Inc. sold all assets, including
equipment, inventory, and accounts receivable, outside the ordinary
course of business, free and clear of all liens and encumbrances and
other interests.  Biosensor Corporation purchased the assets and
assumed all of the secured debt, employee and commission
liabilities, and all customer warranty and service liabilities of
Advanced Medical Products. In addition, Biosensor made a payment of
$68,000 for certain priority claims and administrative expenses, and
to pay outside unsecured creditors.  Biosensor and its subsidiaries
agreed not to participate in distribution of payments toward
unsecured claims, although their claims exceed unsecured claims by
all non-affiliated creditors combined. Biosensor also agreed to
assume Advanced Medical's lease obligations and would expect to
continue to operate the business at the present Columbia, SC

AMERICAN TELECASTING: Plans Merger With Sprint
On May 27, 1999 American Telecasting mailed out proxy statements to
its stockholders advising that American Telecasting's board of
directors had unanimously approved a merger agreement between Sprint
Corporation and the company. The proposed transaction involves the
merger of a newly formed company, which is wholly owned by Sprint,
with and into American Telecasting with American Telecasting
surviving the merger. Effectively, the merger will enable Sprint to
acquire all American Telecasting's outstanding shares of common

In the merger, each share of American Telecasting Class A common
stock will be exchanged for $6.50 in cash.  In order to complete the
merger, the merger agreement must be adopted by the holders of a
majority of outstanding shares of American Telecasting common stock.
The merger is also subject to obtaining antitrust and communications
regulatory approval, as well as other conditions.

American Telecasting reports that after considering a number of
factors, including the opinion of its investment banker, Lazard
Freres & Co. LLC, the board of directors unanimously approved the
merger agreement and the merger. In addition, the board declared the
merger advisable and fair to American Telecasting stockholders.

Stockholders will vote at the special meeting to be convened for
that purpose on June 25, 1999, at 10:00 a.m., local time, at the
Marriott Hotel, 5580 Tech Center Drive, Colorado Springs, Colorado
80919.  The company is seeking proxy votes from all stockholders who
will not be in attendance.

Appliance Recycling Centers of America generates revenues from both  
retail and recycling.  Retail revenues are sales of appliances,
warranty and service revenue and delivery fees. Recycling revenues
are fees charged for the disposal of appliances and sales of scrap
metal and reclaimed chlorofluorocarbons generated from processed

Total revenues for the three months ended April 3, 1999 were
$2,818,000 compared to $2,635,000 for the three months ended April
4, 1998, a 7% increase, however, the company still showed a net loss
of $398,000.  During the same period in 1998 losses reached

Currently, Appliance Recycling has eight retail locations. The
company has plans to close three to four of its smaller stores and
consolidate the sales into its existing stores. It does not plan to
expand its retail business into new geographic markets at this time.

In April 1999, the company signed a contract with Edison to continue
its refrigerator recycling program through December 30, 1999. Unlike
its previous contracts, the contract for 1999 does not provide for a
minimum number of refrigerators to be recycled. The contract is
expected to generate higher recycling volumes in 1999 compared to

BOSTON CHICKEN: Exclusivity Extended - With Caveat
While the court approved the debtor's request for extended
exclusivity, Judge Case ordered that "at any time from and after
June 3, 1999, without further Order, the exclusive periods set forth
shall be terminated ten days following written notice from General
Electric Capital Corporation and Bank of America National Trust and
Savings Association, in their capacity as agents to the Debtors,
with a copy to the U.S. Trustee and the counsel for
the Unsecured Creditors' Committee, stating that they have received
direction to terminate exclusivity from (i) the Requisite Lenders
and (ii) the holders of more than fifty percent of those certain
loans to Debtors under (a) that certain Secured Revolving Credit
Agreement dated December 9, 1996 and (b) that certain Master Lease
Agreement No. 2, dated December 9, 1996."

The Court further ordered that "none of the Debtors shall take any
action that would (i) amend or modify this Order, (ii) further
extend the Debtors' exclusive periods beyond the dates provided, or
(iii) adversely affect or interfere with the rights of GE Capital
and Bank of American to terminate the Debtors' exclusive periods"
unless such action is consented to in advance in writing by the
DIP/1996 Majority Lenders.

The Court will hold a hearing on the Motion and any objections
thereto on June 29, 1999, at 10:00 a.m.

BRUNO'S: Hearing To Consider Approval of Disclosure Statement
A hearing to consider the approval of the Disclosure statement of
PWS Holding Corporation, Bruno's Inc., et al., will be held before
the Honorable Sue L. Robinson, US District Judge, at the United
States district Court for the District of Delaware, 844 King Street,
Wilmington, Delaware 19801 at 2:00 PM on June 23, 1999.

CELLEX BIOSCIENCES: Hearing on Confirmation of Plan
The U.S. Bankruptcy Court for the District of Minnesota entered an
order approving the Disclosure Statement filed by Cellex
Biosciences, Inc.

A hearing to consider confirmation of the plan will be held on June
28, 1999 at 9:30 AM in Courtroom No. 228A, US Courthouse, 316 North
Robert Street, St. Paul, Minnesota.

CODON PHARMACEUTICALS: Court Approves Consultant To Committee
Judge Joseph J. Farnan entered an order approving the employment and
retention of Susan Airhart as technical consultant tot he Committee
in the cases of Codon Pharmaceuticals, Inc. and Oncor, Inc.

DISCOVERY ZONE: Seeks Authority To Employ Special Counsel
The debtors, Discovery Zone, Inc. and its affiliates seek court
authority to employ and retain Andrews Davis Legg Bixler Milsten &
Price as special counsel for debtors.  The firm will perform certain
legal services in connection with the consummation of Settlement
Agreements with the contractors Kellogg & Kimsey Inc. and Mac-K
Construction, Inc.  The debtors have agreed to pay the firm at its
normal hourly rates that range from $275 per hour to $150 per hour
for the services of its attorneys who will be working on this case.  
The firm has received a retainer of $10,000.

EATON'S: Federated May Be Interested In Purchase of Assets
Federated Department Stores, Cincinnati, is reportedly close to
making a deal for the assets of struggling Canadian retailer T.
Eaton Co., according to a newswire report. Yet a spokesperson
for Eaton's said "I'm not aware of any decision, that's just
speculation." Yesterday Eaton's announced it will close five stores,
and earlier this week it reduced its pre-season inventory order
for the fall-a sign, analysts say, that the company is making way
for new buyers to make their own arrangements. Eaton's, the oldest
department store chain in Canada, went public last year after it
filed for bankruptcy. In February, Federated was rumored to be
preparing a bid, but when it was expected the announcement would
come, Federated announced it was taking over a catalog and Internet
retailer. Sears Canada Inc. and Hudson's Bay Co. are both interested
in some Eaton stores, but only at the "right" price.

EDISON BROS: Asset Purchase Agreement With CODA Acquisition Group
The Debtors have entered into an Asset Purchase Agreement with CODA
Acquisition Group to sell and assign to CODA Acquisition certain
assets relating to the CODA/JW Businesses for an aggregate purchase
price of $10,300,000.  The price is subject to adjustments at
Closing based upon changes in projected inventory levels and cash
flow.  The Debtors have asked Judge Walrath to authorize the sale
free and clear of liens, claims, and encumbrances.

The property of the Debtors to be transferred include the following
property associated with CODA/JW Businesses:

1. Certain Real Property Leases together with Other Leases and
Contracts including equipment, personal property and intangible
property leases, rental agreements, licenses, contracts,
agreements, orders, purchase orders, licenses and similar
arrangements used exclusively in the CODA/JW Businesses

2. Any real property improvements

3. Equipment and tangible personal property, not including inventory

4. All intangible personal property, books, and records used
exclusively in connection with the CODA/JW Businesses, including,
without limitation, the names "CODA," "JW," "Jeans West,"
"Riggings" and "J. Riggings"

5. All accounts receivable, excluding receivables with respect to
credit cards, arising out of the operations of the CODA/JW
Businesses and all causes of action relating or pertaining to
the foregoing

6. All supplies, goods, materials, work in process, including
purchase orders, inventory, and stock in trade owned by the
Debtors exclusively for use or sale in the ordinary course of
the CODA/JW Businesses

7. Cash within each of the stores constituting Property of $200
per store

The Asset Purchase Agreement is subject to the following auction

1. All bidders must agree to be bound by all the terms and
conditions of the Asset Purchase Agreement except as may be
modified by the bid as to the Purchase Price

2. Prior to the Commencement of the auction, all bidders must be
deemed "financially qualified" by the Debtors' investment banker
3. the initial overbid must be in an amount not less than $500,000
more than the Purchase Price

4. any successive bids thereafter must be made in additional
increments of not less than $200,000 over the prior bid

The Debtors have agreed to pay CODA Acquisitions, after closing of a
transaction under a higher and better offer, a break-up fee of
$350,000 and return to the Buyer its deposit together with all
interest accrued thereon.

A hearing will be held in Judge Walrath's Courtroom on June 8 at
3:00 p.m. (Edison Brothers Bankruptcy News Issue 30; Bankruptcy
Creditors' Service Inc.)

EDISON BROS: Receives Extension For Lease Determination
Judge Walrath granted the Debtors' motion to extend the period for
determining whether to reject or assume its leases, but changed the
expiration date to July 31.  The Debtors had asked for the time to
be extended until September 7, 1999.  Judge Walrath also modified
the terms to include a requirement that the Debtors come to an
agreement with "certain landlords for early assumption or
rejection." (Edison Brothers Bankruptcy News Issue 30; Bankruptcy
Creditors' Service Inc.)

ENTEX INFORMATION: Company Optimistic About Future Despite Losses
ENTEX is a leading provider of distributed computing infrastructure
services in the United States, managing more than 700,000 personal
computer desktops largely at Fortune 1000 companies. The company
provides a complete spectrum of integrated technology solutions
ranging from desktop and network outsourcing and professional
services to dispatched point-solution services.

Revenues were $121.5 million for the three months ended March 28,
1999 as compared to $111.2 million for the three months ended March
29, 1998, an increase of $10.3 million or 9.3%. The company says the
increase reflects increased demand from existing customers and the
addition of new large accounts.

Loss from operations was $10.8 million for the three months ended
March 28, 1999 as compared to $10.5 million in the quarter ended
March 29, 1998. These losses when added to the loss from the
discontinued operation of TAS (see below) of $26.4 million for the
three months ended March 28, 1999, resulted in an overall loss of
$47.3 million as compared to a net income of $4.9 million for the
first three months of 1998.  The sale, and consequent
liquidation costs, of TAS contributed heavily to the losses of the
first quarter. Additionally loss in revenue from the operations of
the departing division reduced income.  Partially offsetting these
items was the company's lower selling, general and administrative

As reported here earlier on May 10, 1999, Entex Information Services
Inc. sold certain assets (inventory, land and building, and fixed
assets) of its Technology Acquisition Services Division to CompuCom
Systems, Inc. The transaction was structured as an asset sale for
cash. As mentioned in that earlier article the sale included all of
the inventory and equipment in the company's Erlanger, Kentucky
Integration Center and its Corporate Account Call Center in Mason,
Ohio. Over 1000 employees in the company's former TAS Division will
become employees in CompuCom. After giving effect to the proceeds of
$137.4 million received by the company for the transaction, and
after accounting for the write-off of goodwill, inventories and
fixed assets and deal-related expenses, the transaction resulted in
a loss for ENTEX.

Entex reports, at the end of March, this year, trade receivables of
$255,746, and vendor receivables of $39,419.  The company expects to
collect such receivables and use the net proceeds to pay down debt.

At March 28, 1999, Entex had secured credit lines totaling $575
million, with $356.9 million outstanding under these lines. An
aggregate amount of $281.9 million was outstanding under the IBM
Credit Corporation working capital line of credit, of which $192.4
million was interest bearing. In addition, $75 million was
outstanding under the line of credit with Finova Capital
Corporation, none of which was interest bearing. In May 1999, the
line of credit with Finova Capital Corporation was paid in full and,
as a result of the disposal of TAS Division, the IBMCC working
capital line of credit was reduced to reflect lower inventory
financing requirements.

At March 28, 1999, the company had no material commitments other
than obligations under its credit facilities, term notes and
operating lease facilities.

FACTORY CARD: Seeks Authority To Employ Real Estate Attorney
The debtors, Factory Card Outlet Corp., and Factory Card Outlet of
America Ltd., seek court authorization to employ the law office of
Roy G. Rehbock PC as special real estate attorney for the debtors.

The firm will provide the debtors with real estate related legal
advice and will review real estate related legal documents during
the pendency of these cases.

In respect of services relating to the review , negotiation,
drafting and execution of leases, the debtors propose to pay Rehbock
$2,000 per lease.

GARDEN BOTANIKA: Seeks Extension To Assume/Reject Leases
The debtor, Garden Botanika, Inc. sees an extension of time to
assume or reject nonresidential real property leases from June 19,
1999 until the date of the confirmation of a plan, or June 30, 2000,
whichever is earlier.

The debtor currently operates 240 retail stores in 38 states and the
District of Columbia.  The leases for 90 stores are scheduled for
rejection as of June 3, 1999.  Thereafter, the debtor will be
operating 150 stores in 31 states, and a distribution center and a
manufacturing facility.  The remaining leases are subject to the
extension request.  The debtor is working with the Unsecured
Creditors Committee and its professionals to evaluate its leases,
considering the size and location of the leased premises, rent
structure, the marketability of each lease, and how different store
configurations might affect merchandising strategies and the
possible sale of the business.  The debtor has retained Keen Realty
Consulting, Inc. to assist the debtor in attempting to negotiate
rent reductions at its various retail locations.  The premature
assumption or rejection of the debtor's remaining 153 leases could
negatively impact or totally frustrate the debtors' prospects for

GORGES QUIK TO FIX FOODS: Losses Stay Level Despite Revenue Falling
Gorges/Quik-to-Fix Foods, Inc., is a wholly owned subsidiary of
Gorges Holding Company.  The company produces, markets and
distributes value added processed fresh and frozen beef, and to a
lesser extent pork and poultry.  Gorges purchases fresh and frozen
beef, pork and poultry, which it processes into a broad range of
fully cooked and ready to cook products generally falling into one
of two categories, value added products and ground beef.

Total sales decreased $12.5 million, or 25%, from $49.6 million in
the three month period ended March 28, 1998 to $37.0 million in the
three month period ended April 3, 1999.  This decrease was said to
be primarily due to decreases in the sales of ground beef as a
result of the company's exiting the ground beef business, and the
sales to national account customers of value added products.  Net
loss increased $0.1 million, or 2.6%, from $2.5 million in the three
month period ended March 28, 1998 to $2.6 million in the three month
period ended April 3, 1999.

The number of shares of Gorges' common stock outstanding at May 18,
1999 was 1,000. There is no public trading market for shares of the
company's common stock

HUNGARIAN TELEPHONE: Current Qtr. Produces More Revenue, Less Loss
Hungarian  Telephone and Cable Corp., together with its consolidated
subsidiaries, is engaged primarily in the provision of
telecommunications services  through its  majority-owned operating
subsidiaries, Kelet-Nograd Com Rt., Raba Com Rt., Papa es Tersege
Telefon  Koncesszios Rt. and Hungarotel  Tavkozlesi Rt. The company
earns substantially all of its telecommunications revenue from
measured service fees, monthly line rental fees, connection fees,
public pay telephone services and ancillary services (including
charges for additional services purchased at the customer's

The company groups its products and services into the following
categories:  Telephone  Services - local dial tone and switched  
products and services that  provide  incoming  and  outgoing  calls  
over the  public  switched network.  This category includes  
reciprocal compensation revenues and expenses (i.e. interconnect).
Network  Services -  point-to-point  dedicated  services  that  
provide a private  transmission  channel for the company's
customers' exclusive use between two or more locations, both in
local and long  distance applications.  Other Service  and  Product  
Revenues - PBX  hardware sales and service revenues, as well as
miscellaneous other telephone service revenues.

During the first three months of 1999 the company's revenues were
$11,205, producing a net loss of $1,154.  In the first three months
of 1998 revenues were $9,372 and losses were $9,868.

INTERACTIVE NETWORK: AT&T Subsidiary Now Owns 20.1% Of Common Stock
Tele-Communications, Inc., a wholly-owned subsidiary of AT&T Corp.,
acquired 2,942,907 shares of Interactive Network, Inc. common stock
upon consummation of a settlement agreement among Interactive
Network, Inc., TCI, the National Broadcasting Company, Sprint and
Motorola. The settlement agreement was conditioned upon the entry of
a final non-appealable order confirming Interactive's plan of
reorganization  under Chapter 11 of the Bankruptcy Code by the
United States Bankruptcy Court for the Northern District of
California. A final, non-appealable order confirming the plan
was entered on April 22, 1999.

The 2,942,907 shares of common stock are subject to the terms of a
voting agreement which was entered into in connection with the
approval of the plan.  AT&T presently beneficially owns 7,773,815
shares of Interactive's common stock, including the 2,942,907 shares
which were issued in connection with the approval of the plan and
consummation of the settlement agreement. The 7,773,815 shares of
common stock owned by AT&T represent 20.1% of the total of the
30,840,441 shares of common stock outstanding as
of December 31, 1998, plus the 7,814,588 shares of common stock that
were issued in connection with the consummation of the settlement
agreement and the approval of the plan.

The power to vote or to direct the voting of the 2,942,907 shares of
common stock issued in connection with the settlement agreement is
subject to the terms of the voting agreement.  AT&T has sole voting
power over the remaining 4,830,908 shares beneficially owned by
AT&T. AT&T has sole power to dispose of, or to direct the
disposition of, the shares of common stock beneficially owned by it.

KELLEY OIL & GAS: Incurs Losses But Pays Off Credit Facility
Kelley Oil & Gas Corp. has netted losses of $12,123 on revenues of
$15,668 during the first quarter of 1999.  In 1998, first quarter,
Kelley sustained losses of $5,968 on revenues of $23,071.

In April 1999, the Company entered into an exploration and
development agreement with Phillips Petroleum Company relating to
certain of  Kelley's interests in the Bryceland, West Bryceland and
Sailes fields in northern Louisiana.  The company received an $83
million cash payment (subject to certain post-closing adjustments),
retained a 42 Bcf, 8-year volumetric overriding royalty interest and
a 1% override on the excess of production above such royalty
interest and retained 25% of its working interest its
Cotton Valley formation. In addition, Phillips, will at its risk and
expense, operate, develop, exploit and explore the properties
thereby relieving the company of significant operating, exploration
and development costs in the future. The effective date of the
transaction was May 1, 1999 and it closed on May 17, 1999.

Earlier, as of March 31, 1999, the company was in default on certain
covenants under the credit facility.  In addition, a review of the
borrowing base was scheduled for May 1, 1999, at which time Kelley
expected the current $117 million borrowing base to be lowered. The
excess of the amounts outstanding over the new borrowing base would
have been due and payable within 30 days. The company received
waivers of these defaults through May 17, 1999, at which time all
amounts due under the credit
facility were repaid and the credit facility was terminated.

The company also recently completed a private issuance of Senior
subordinated notes.  Under the terms of the notes certain
restrictive covenants will no doubt make it difficult for the
company to obtain a credit facility in the future.

LIVENT: Unsecured Creditors Hope for Higher Bid
An attorney for the unsecured creditors of Livent Inc., Toronto,
said yesterday that committee members believe there may be a higher
bid for the company, which would top the $115 million bid by SFX
Entertainment Inc., Reuters reported. SFX's proposal is subject to
bankruptcy courts in both the United States and Canada, and the New
York bankruptcy court has scheduled a hearing on the sale procedures
for next Wednesday. The Unsecured Creditors' Committee met this week
to evaluate SFX's offer, and it has until Tuesday to object to any
of the sale procedures Livent proposes. (ABI 04-June-99)

MCA FINANCIAL: Seeks Extension of Exclusivity
The debtors, MCA Financial, and its debtor affiliates filed a motion
to extend the exclusive period within which to file plan(s) of
reorganization an additional 90 days to September 8, 1999, and the
deadline for obtaining acceptances of the plan likewise be extended
90 days to November 8, 1999.

MEDPARTNERS: Announces Extension of Interim Settlement Agreement
MedPartners Inc. (NYSE: MDM) said that the California Department of
Corporations yesterday sought and received an order from the
Superior Court of the State of California further extending the time
period for the finalization and completion of an anticipated
definitive settlement agreement regarding MedPartners' California
physician management operations. This order extends the provisions
of the agreement announced on May 11, 1999 until Wednesday, June 9,

On May 11, 1999, MedPartners and the State of California reached
an interim agreement to begin implementation of the principal terms
of the previously announced proposed settlement agreement regarding
MedPartners' California physician management operations. Pending
completion of and final approval by the US Bankruptcy Court of a
definitive settlement, the interim agreement allows MedPartners to
proceed with its transition plan for the orderly and timely
disposition of the existing operations of MedPartners Provider
Network Inc. (MPN) and MedPartners' California physician practice
management assets.

MOBILE ENERGY: Seeks Order Approving Key Employee Program
The debtors, Mobile Energy Services Company, LLC and Mobile Energy
Services Holdings, Inc. seek an order approving the debtors'
adoption and implementation of a certain key employee retention and
severance program for salaried employees.

The continued and increased efforts of the debtors' salaried
employees are necessary for the debtors to maintain their operations
and work twoard a plan of reorganization and thus maximize the
return to creditors and equity holders.    The Key Employee
Retention and Severance Program is designed to induce the salaried
employees to remain and focus their efforts on their jobs.

The total cost of basic severance, enhanced severance, retention
benefit and accrued vacation is approximately $750,000.

MOBILEMEDIA: Arch Completes Merger
Arch Communications Group, Inc. (Nasdaq: APGR) and MobileMedia
Corporation today announced completion of their merger and
consummation of MobileMedia's Plan of Reorganization. With the
merger, MobileMedia (which operates as MobileComm) completes its
Chapter 11 proceeding.

The combination, the industry's largest merger in terms of total
units in service acquired, creates the nation's second largest
paging and wireless messaging company with more than seven million
units-in-service and sales and service coverage in all 50 states.

"We are delighted to complete our merger with MobileMedia," said C.
Edward Baker, Jr., Arch chairman and chief executive officer.
"Together, the combined company is exceptionally well positioned for
growth. With over seven million units in service throughout the
United States, comprehensive coverage in all 50 states, and a strong
presence in key distribution channels, Arch now clearly has the
size, scale and strategic assets to be an even stronger competitor
in the rapidly evolving paging and wireless messaging industry."

Baker added that Arch's new management team, which includes
executives from both companies, is already moving forward with
integration plans in a process that may take up to 24 months to
complete. "While we do not underestimate the challenge of
integrating two like-sized companies," Baker noted, "we expect a
smooth integration of our two companies, benefitting from knowledge
gleaned during 34 previous Arch acquisitions."

J. Roy Pottle, executive vice president and chief financial officer,
added, "The merger also puts us in a stronger financial position
with total annual revenues approaching $800 million and Earnings
Before Interest, Taxes, Depreciation and Amortization (EBITDA) of
approximately $250 million, all before the benefit of merger
synergies." Pottle also noted that "Arch's balance sheet has
improved significantly with the addition of $217 million of new
equity, as has our leverage ratio (debt to EBITDA) which is
now among the healthiest in the messaging sector." Pottle said
Arch's leverage ratio is approximately 5.4 times pro forma 1999
annualized EBITDA, a decrease from approximately 7.0 times, based on
pro forma debt at merger close of approximately $1.35 billion.

Baker noted that Arch expects to improve its financial performance
even further over the next few years as it begins to achieve the
benefits from merger synergies. First-year cost savings alone are
estimated to total $25 million, with additional savings anticipated
in the second 12 months after closing.

"Although we will implement our integration plans in a deliberate
and timely manner," Baker said, "we are confident that numerous
synergies between Arch and MobileComm can be achieved fairly soon,
allowing us to significantly grow our industry presence and product
offerings as well as further enhance financial results."

The newly constituted Arch will expand from four to five operating
divisions, Baker added. It also now has substantially greater
distribution strength, immediate access to advanced messaging
technology, and increased strength in its corporate marketing
function. In addition, Arch's Dallas- based national
call center is among the most sophisticated in the industry.

MobileMedia's Third Amended Joint Plan of Reorganization was
confirmed by the U.S. Bankruptcy Court for the District of Delaware
on April 12, 1999. MobileMedia filed a voluntary petition under
Chapter 11 of the U.S. Bankruptcy Code on January 30, 1997 in order
to implement a major financial and operational restructuring.
MobileMedia and Arch announced their initial merger agreement on
August 19, 1998. It was amended in
September and December 1998, and in February 1999.

Arch Communications Group, Inc., Westborough, MA, is now the
second largest paging and wireless messaging company in the United
States with more than seven million units in service nationwide.
Founded in 1986, it provides local, regional and nationwide
narrowband wireless messaging services to customers in all 50
states, the District of Columbia and in the Caribbean. MobileMedia
Communications, Inc., doing business as MobileComm, is a wholly-
owned subsidiary of Arch Paging Inc. It is not associated with
MobilComm, Inc. of Cincinnati, Ohio. Arch now has approximately
5,600 employees and operates approximately 300 offices and
Company-owned stores across the country. Additional information on
Arch and MobileComm is available on the Internet at and

MONTGOMERY WARD: Plan Premised On Consolidation
The Joint Plan is premised upon and provides for, among other
things, the substantive consolidation of Montgomery Ward & Company
Incorporated, MW Holdings (its parent company), and its 57 debtor
subsidiaries (excluding Lechmere and Signature).  Accordingly, the
59 Consolidating Debtors, for all purposes related to the Plan,
including for purposes of voting, confirmation and distributions to
creditors and equity security holders, ask the Court to
provide for the substantive consolidation of their estates so that,
as of the Effective Date of the Plan:

(a) all assets and liabilities of Montgomery Ward and the
Consolidating Subsidiaries shall be treated as though they were
merged into and with the assets and liabilities of MW Holding;

(b) no distributions will be made under the Plan on account of
intercompany claims among the Consolidating Debtors;

(c) no distributions will be made under the Plan on account of
equity interests in the Consolidating Subsidiaries;

(d) all guarantees of the Consolidating Debtors of the obligations
of any other Consolidating Debtor shall be deemed eliminated so
that any claim against any Consolidating Debtor and any
obligation or guarantee thereof executed by any other
Consolidating Debtor and any joint or several liability of any  of
the Consolidating Debtors shall be deemed to be one         
obligation of the Consolidating Debtors; and

(e) each claim filed in the chapter 11 case of any of the
Consolidating Debtors shall be deemed filed against the
Consolidating Debtors, and shall be deemed one claim against and
obligation of the Consolidating Debtors.

The proposed substantive consolidation will treat the Consolidating
Debtors as a single entity with respect to voting, confirmation and
distributions, the Debtors explain.  The current legal and corporate
structures of the Consolidating Debtors, however, will be unaffected
by the proposed substantive consolidation, and, as provided in the
Plan, will be subject to the right of the reorganized Consolidating
Debtors to effect restructuring transactions with respect thereto.  

Holders of secured claims will not be affected by the requested
substantive consolidation, because they will be unimpaired under the
Plan and would be unimpaired if there were separate plans for each
of the Consolidating Debtors.  In addition, all intercompany claims
among the Consolidating Debtors and all equity interests in the
Consolidating Subsidiaries will be unaffected by the requested
substantive consolidation.  

Further, such limited substantive consolidation will not affect pre-
petition or post-petition guarantees required to be maintained (i)
in connection with executory contracts that have been or will be
assumed or that were or will be entered into during the chapter 11
cases or (ii) pursuant to the Plan.

Accordingly, by this Motion, the Consolidating Debtors request that,
pursuant to sections 105(a) and 1123(a)(5)(C) of the Bankruptcy
Code, they be substantively consolidated as described above and in
the Plan.

Lechmere, a wholly-owned subsidiary of Montgomery Ward, is not
seeking to substantively consolidate the assets and liabilities of
Lechmere with the Consolidating Debtors.

Signature Financial/Marketing, Inc., and its subsidiaries are also
wholly-owned subsidiaries of Montgomery Ward.  Signature and its
subsidiaries, however, are not Debtors in these chapter 11 cases.  
Likewise, this Motion seeks no relief with respect to Signature or
its subsidiaries.

Sections 105(a) and 1123(a)(5)(C) of the Bankruptcy Code, the
Debtors point out, empower a bankruptcy court to authorize
substantive consolidation.

The tests used in other cases, although phrased differently,
identify two general factors that must be examined in the context of
a substantive consolidation analysis:

(i) whether there is a "substantial identity" or an inseparable  
interrelationship" or "entanglement" between the debtors to be
consolidated and

(ii) whether the benefits of consolidation outweigh the harm or
prejudice to creditors, including whether creditors relied upon the
separate identity of one of the entities to be consolidated such
that they would be prejudiced by consolidation.

Spencer H. Heine, Executive Vice President, General Counsel and
Secretary of MW Holding and Montgomery Ward told Judge Walsh that
there is a substantial identity and an extensive interrelationship,
interdependence and entanglement between and among the Consolidating
Debtors.  Because almost all financial information disseminated to
the public by the Consolidating Debtors was prepared and presented
on a consolidated basis, Mr. Heine explained, creditors could not
have reasonably relied on the separate identity of one or more
Consolidating Debtors in extending credit to the Consolidating
Debtors. The interrelationship and entanglements don't stop with the
financial records, Mr. Heine testified, they exist further in the
Debtors' business operations, decision making processes, store
operation, real estate ownership and leasing arrangements, personnel
and benefit management, the Centralized Cash Management System, the
DIP Financing package, cross-collateralization under borrowing
agreements, overlapping boards of directors, and common management.

David Kurtz, Esq., representing the Debtors at this morning's
hearing, reminded Judge Walsh that the Debtors do not seek
substantive consolidation of Lechmere's estate into the
Consolidating Debtors' estates.  Quite simply, Mr. Kurtz explained,
the tests articulated under applicable case law don't apply.  
"Creditors knew that they were doing business with Lechmere
and relied on the Lechmere name and business reputation, not that of
Montgomery Ward," Mr. Kurtz related.

Further, Mr. Kurtz argued, substantive consolidation will allow the
Consolidating Debtors to make equitable distributions in
satisfaction of unsecured claims while eliminating the cost involved
in preparing and filing 59 separate plans of reorganization with 59
separate liquidation analyses.  In addition, substantive
consolidation will eliminate the administrative burden and cost of
tabulating votes with respect to the plans of the 59 Debtors, as
well as the need for the calculation and separate treatment of
intercompany claims' and the resolution of any attendant fraudulent
conveyance, preference and equitable subordination issues.  Further
still, substantive consolidation will substantially reduce the
professional fees and expenses related to the confirmation and
implementation of the Joint Plan.

Douglas Rosman, Esq., representing various Lechmere Creditors led by
Oak Investments, interposed his clients' objection to the Motion
because, they assert, it is unfair to pay Lechmere creditors half of
what Montgomery Ward creditors receive under the Joint Plan.  

That, Mr. Kurtz pointed-out, is not an objection to this Motion.  
Nothing in Oak's commentary about fairness touches on whether it is
appropriate for the 59 Consolidating Debtors to be substantively

Lechmere operated under a different business name, had separate
management, issued separate purchase orders, cut its own checks, was
party to its own leases, and had a separate working capital
financing arrangement, Mr. Kurtz pointed-out.  But, those facts have
nothing to do with the consolidation of the 59 entities that are the
subject of this Motion.  

Judge Walsh found that the facts before the Court militate in favor
of consolidating the 59 debtor entities requested by this Motion.  
Accordingly, Judge Walsh granted the Debtors' request.  Judge Walsh
made it clear, however, that this ruling is without prejudice to the
right of any Lechmere creditor to bring a motion or complaint before
the Court to make their case for why Lechmere should be
substantively consolidated into Montgomery Ward's estate.  

Richard Mason, Esq., representing the Creditors' Committee, noted
that, in the event such a motion were brought before the Court, the
Committee may reconsider its position concerning treatment of
Lechmere creditors under the Joint Plan and could recommend that the
dividend be lowered.  

"That veiled threat is offensive," Mr. Rosman countered.  A group of
Lechmere creditors believe they are being treated unfairly.  There
is no reason for the Committee to attempt to punish the very
creditors to which it owes a fiduciary duty.  (Montgomery Ward
Bankruptcy News Issue 41; Bankruptcy Creditors' Service)

PENN TRAFFIC: Many Shareholders Remain Bitter
The Charleston Gazette reports on June 2, 1999 that The Penn Traffic
Co. will emerge from bankruptcy this month as new company, free of
debt and ready to regain supremacy as a regional grocery chain in
West Virginia and three other states.

Many of the shareholders have suffered big losses, and they are not
consoled by the losses of the largest stockholder, Chairman Gary
Hirsch.  After losing more than $285 million over the past five
years, Penn Traffic filed for bankruptcy in a prearranged deal with
its major creditors, who agreed to forgive $1.1 billion worth of
debt in exchange for control of the company. The creditors also
agreed to spend $100 million on new stores, expansions and

When its bankruptcy is over, Penn Traffic will issue 19 million
shares of new stock to its new owners. Existing stockholders will
watch their holdings squeezed into one share of new stock for every
100 shares of old stock they presently own. Penn Traffic Chairman
Gary Hirsch is the largest individual shareholder with 2.1 million
shares, or roughly 20 percent of the company.

Hirsch indirectly controls another 1.5 million shares through
partnerships, family-owned stock and options to buy stock. The other
7 million shares are held by less than 1,000 stockholders.

Penn Traffic stock opened Friday at 21 cents a share in over-the-
counter trading. Its stock has been valued as high as $5.18 within
the last year. No one knows the value of the stock in the new Penn
Traffic Co. until it starts trading.

Penn Traffic operates 216 supermarkets in New York, Pennsylvania,
Ohio and West Virginia. It employs 19,000 people under five trade
names: P&C Foods, Big Bear, Big Bear Plus, Bi-Lo Foods and Quality
Markets. The company's losses have not prevented people from
continuing to buy Penn Traffic shares, even as it becomes penny

PHP: Plan Based On Bondholder/Lender Deal
PHP Healthcare Corp.'s liquidating plan, proposed jointly by the
company and lender NationsBank N.A., is based on a settlement of
claims between the bank and bondholders. Under the proposal,
NationsBank would have an allowed claim of about $78.4 million and
bondholders would receive a $5 million distribution uninterrupted by
NationsBank's claims, plus one half of any proceeds distributed
afterwards. The dispute between the bondholders and lender, which
extended an $80 million loan to the medical management company
before last year's bankruptcy filing, revolved around the scope of
the subordination of bondholders' claims to those of NationsBank.
Although the creditors' committee had questioned the validity of
NationsBank's security, "the [plan] Proponents believe that the
Committee supports this settlement in principle." PHP is asking the
U.S. Bankruptcy Court in Wilmington, Del., to schedule a June 25
disclosure statement hearing.  (The Daily Bankruptcy Review and ABI
Copyright c June 4, 1999)

ROOM PLUS: Seeks To Extend Time To Accept/Reject Leases
The debtor, Room Plus, Inc. applies for an order granting the debtor
a 120 day extension of time, up to and including October 23, 1999,
to assume or reject 15 nonresidential real property leases.  The
debtor alleges that it has been focusing its efforts on reducing its
costs and expenses.  However, additional time is needed to analyze
the value of the leases.  The debtor is not in a position at this
time to make a determination as whether to assume or reject he
leases.  Furthermore, the debtor is presently negotiating post-
petition financing with its lender, the outcome of which may affect
the assumption of the debtor's Paterson, New Jersey lease, covering
the debtor's manufacturing and operating facility.

SYNCOM INC: USA Digital Announces Agreements To Purchase Control
USA Digital, Inc. (BB:UDIG), announced that it has entered into
agreements to purchased control of Syncom, Inc., a Florida
corporation that operates, a Gainesville, Florida-based
Internet Service Provider with a customer base of 2,500 subscribers.
Syncom, Inc. is currently operating under the protection of Chapter
11 of the United States Bankruptcy Code in the Northern District of

"We are properly positioned and prepared to present the Court with a
viable plan that will allow to emerge from Chapter 11
protection," stated Mark D. Cobb, President of USA Digital. "Under
our plan will become the first ISP owned and operated by
USA Digital and the backbone of our Internet operation."

USA Digital intends to achieve critical mass through the aggressive
acquisition of Internet Service Providers (ISP), Interconnect
Companies and Switchless Resellers and by purchasing their customer
base and revenue stream. While simultaneously developing an Internet
infrastructure and Super Pop for the co-location of independent ISPs
and Inter-Exchange Carriers to allow for the integration of High
Speed Internet access and Internet Telephony.

USA Digital, Inc. has recently been formed to take advantage of the
opportunities that have been created by the explosion of the
Internet and the Information Super Highway, along with the recent
deregulation of the telecommunication's industry by the
Telecommunications Act of 1996 (the "Act"). The Company's objective
is to become a $ 100 million company in two years. The Company plans
to accomplish this objective by aggressively acquiring local
communication vendors and switchless resellers that have
previously built a loyal customer base, and providing an entire line
of Convergent Communications products and services with the emphasis
on Internet Solutions to these newly acquired customers. Initially,
USA Digital will concentrate its activities in the nine State
BellSouth region.

UNITED COMPANIES: United Delays Filing Financials With SEC
United Companies Financial Corp. has advised the SEC that it will be
late in filing financial information for the first quarter 1999.  On
March 1, 1999, the company, together with certain of its
subsidiaries, filed a voluntary petition for relief under chapter 11
of title 11 of the United States Code with the United States
Bankruptcy Court for the District of Delaware. United Companies
continues to manage its businesses as a debtor-in-possession.

An annual report for the year ended December 31, 1998, has not yet
been filed by the company.  The company says the delay is the  
result of recent circumstances including the bankruptcy proceeding,
the loss of key accounting and finance personnel and the fact that
the company's independent auditors have not yet completed their
audit of its financial statements for the year ended December 31,
1998.  Since the annual report for 1998 is not yet complete United
Companies reports that circumstance is causing the delay of first
quarter 1999 filing.

URANIUM RESOURCES: Investment Firms Beneficial Ownership Reported
Uranium Resources Inc. has issued a report designating those
entities which are beneficial owners of more that 5% of the
outstanding shares of common stock of the company.  Those owners
reported are Lindner Asset Management, Inc., formerly known as
Ryback Management Corporation, with the sole voting power of
3,000,000 shares, representing 19.3% of total outstanding common
stock shares; Lindner Dividend Fund, a separate series of Lindner
Investments, with 2,125,000 shares, representing 13.7%; and Lindner
Bulwark Fund, a separate series of Lindner Investments, with 875,000
shares, representing 5.6% of the outstanding common stock shares.

Linder Asset Management, Inc., a Michigan corporation, is a
registered investment adviser, providing investment advisory
services to a number of investment company clients, including
Lindner Dividend Fund and Lindner Bulwark Fund.  Dividend Fund and
Bulwark Fund are separate series of Lindner Investments, a
Massachusetts business trust, a registered investment company.

WSR: Objection To Extension of Exclusivity
Charon Investments, LLC, the largest single creditor of the debtors,
WSR Corporation, R&S/Strauss, Inc., National Automotive Stores, Inc.
and National Auto Corp., joins the creditors' committee in objection
to the extension of exclusivity that the debtors are seeking.

Charon Investments alleges that the debtors have yet to propose a
plan of reorganization, and they do not even suggest that hey will
do so at any point in the near future.  It is Charon's understanding
that no substantive plan discussions have occurred with the
Committee, and the debtors have been unable to increase their access
to trade credit.  Such access is of crucial importance to the
debtors' ability to reorganize.  Charon also states that a more open
process to attract investment would be in the best interests of all
parties.  Charon also says that the debtors' statements that they
are working closely with the Committee are all untrue.


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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, Yvonne L. Metzler and Lexy Mueller, Editors.
Copyright 1999. All rights reserved.  ISSN 1520-9474.  

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