TCR_Public/990709.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, July 9, 1999, Vol. 3, No. 130                                              
                           
                    Headlines

AHERF: Hearing Seeking Approval of Global Settlement
BIOPORT CORP: Anthrax Vaccine Company In Trouble
BMJ MEDICAL: Requests Time to Assume/Reject Leases
CRIIMI MAE: Stipulation To Pay First Union National Bank
CROWN BOOKS: Hearing on Approval of Disclosure Statement

DAILEY INTERNATIONAL: Committee Seeks Approval of Counsel
DEGEORGE FINANCIAL: Sent Back To Connecticut
FACTORY CARD: Committee Objects to Equity Committee
FACTORY CARD: Seeks Extension of Exclusivity
GARDEN BOTANIKA: Reports June Comparable Store Sales

HARNISCHFEGER: Receives Court Nod For $750 M Financing
HARNISCHFEGER: Taps Jay Alix & Associates
HOMEPLACE STORES: Entry of Order Confirming Plan
IMAGYN MEDICAL: Committee Seeks To Employ Counsel
JUNO LIGHTING: 7.9% Shared Stock Ownership Yields Single Control

KELLEY OIL & GAS: Name Change & Reverse Stock Split
KENWIN SHOPS: Third Amended Consolidated Disclosure Statement
LATTICE SEMICONDUCTOR: Acquisition Gives A Competitive Edge
LATTICE SEMICONDUCTOR: Profitable Year-End Showing
LATTICE SEMICONDUCTOR: Prospectus Outlines Shares Being Offered

LOEWEN: Court Approves Sale of Aircraft Lease to Keystone
MONTGOMERY WARD: Operating Report For Month of May
NATIONAL RECORD MART: Fiscal Year-End Brings Net Loss
PARAGON TRADE: Kimberly-Clark Objects To Bidding Procedures
PHP HEALTHCARE: Seeks To Reject Certain Leases

QUALITECH STEEL: Exclusivity is Terminated
SAMSUNG: Closing Failed Carmaker Creates Government Anxiety
SOUTH BEND STAMPING: Workers Remain Optimistic
TRANSTEXAS: Sent Back To Texas
USCI INC: Dogged By Lawsuits Company Admits To Jeopardy

WILSHIRE FINANCIAL: Notice of Effective Date
WIRELESS ONE: MCI Worldcom Beats Out Cerberus To Fund Debts
WORLDCORP ACQUISITION: Seeks Court Approval of Attorneys

BOND PRICING FOR WEEK OF July 6, 1999

                    **********

AHERF: Hearing Seeking Approval of Global Settlement
----------------------------------------------------
The Chapter 11 Trustee, William J. Scharggenberger is seeking
entry of an order approving a global settlement agreement among
the Trustee, the debtors, Allegheny General Hospital, Allegheny
Singer Research Institute and Allegheny University Medical
Centers, the Official Committee of Unsecured Creditors and The
Healthcare Alliance for Western Pennsylvania.  A hearing will be
held on July 22, 1999 at 2:00 PM before the Honorable M. Bruce
McCullough, US Bankruptcy Court for the Western District of
Pennsylvania, 54th Floor, USX Tower, 600 Grant Street,
Pittsburgh, Pennsylvania.  The total consideration for the global
settlement is $25 million.  AHERF shall be substituted as the
sole member of the non-debtor entities by the governing entity.
Certain debtors shall transfer to the non-debtor entities all of
their assets and certain employment agreements.


BIOPORT CORP: Anthrax Vaccine Company In Trouble
------------------------------------------------
The Des Moines Register reports on July 4, 1999 that the
only U.S. company that produces anthrax vaccine faces
serious financial trouble.

Top officials from BioPort Corp. said renovation delays and other
transition problems after their purchase of the vaccine
production facility from the state of Michigan have pushed the
company close to bankruptcy.  Unless the Pentagon agrees to
nearly triple the price it pays for the vaccine -from $ 3.50 to
about $ 10 per dose -company officials said they have little hope
of meeting the terms of a $ 29 million Defense Department
contract.

The fact that the contract is proving untenable only months after
BioPort took over the plant last autumn drew expressions of alarm
and exasperation from Rep. Christopher Shays, R-Conn., who this
past week chaired a House subcommittee hearing on the matter. He
pressed BioPort executives on how they could have so
miscalculated, and he chided Pentagon authorities for making a
critical program dependent on a newly established manufacturer
that evidently was undercapitalized and overly optimistic about
its prospects.

"The current procurement strategy should raise grave concerns
about the security of the sole production facility and the
predictability of vaccine supply," Shays said. "BioPort's
financial troubles engender fears that cost- cutting will affect
vaccine quality."   Testifying for the Pentagon, retired Rear
Adm. David Oliver Jr., a senior acquisition official, said there
is enough vaccine stockpiled to meet the Pentagon's needs through
August 2000. (ABI 08-July-99)


BMJ MEDICAL: Requests Time to Assume/Reject Leases
--------------------------------------------------
The debtors, BMJ Medical Management, Inc. seek an extension of
time within which the debtors may assume or reject unexpired
leases of non-residential real property.

A hearing will take place on July 23, 1999 at 9:30 AM before the
Honorable Mary F. Walrath, US Bankruptcy Court for the District
of Delaware, 824 North Market Street, Wilmington, Delaware 19801.

The leases are essential assets in the Chapter 11 cases.  They
relate to the corporate headquarters and to the properties where
the Medical Groups practice medicine.  These cases are complex,
they involve 26 affiliated Medical Groups, over 500 creditors,
and more than $50 million in assets, and they are further
complicated by the 45 remaining leases. The debtors state that
they have not had sufficient time to evaluate the leases.  The
debtors' development of a reorganization plan has been vigorously
opposed by certain Medical Groups, and the debtor has had to
spend significant time focusing on litigation.  The debtor has
negotiated closings of certain transactions which will provide
the debtor over $25 million in cash.  The debtors' exclusivity
expires on August 20, 1999 and the debtors are attempting to
prepare a plan and Disclosure Statement by that date.  The bar
date in the case is July 6, 1999.  The debtors request an
extension of time through November 22, 1999 to make a
determination whether to accept or reject their remaining leases.


CRIIMI MAE: Stipulation To Pay First Union National Bank
--------------------------------------------------------
The debtor, CRIIMI MAE Management, Inc. seeks court approval of a
stipulation and order relating to the treatment of an final
payment of the secured claim of First Union National Bank.  A
hearing on the motion is scheduled for August 6, 1999.

The debtor agrees that the Bank has an allowed secured claim in
the amount of $1,387,828.91 plus fees and interest.  Upon court
approval of the Stipulation, the debtor is authorized to pay the
allowed secured claim in full.


CROWN BOOKS: Hearing on Approval of Disclosure Statement
--------------------------------------------------------
A hearing will be held on August 12, 1999 at 10:00 AM before the
Honorable Roderick R. McKelvie in the US Bankruptcy Court for the
District of Delaware, J. Caleb Boggs Federal Building, 844 King
Street, Wilmington, Delaware, to consider the adequacy of the
information contained in the Disclosure Statement of Crown Books
Corporation and its affiliates.


DAILEY INTERNATIONAL: Committee Seeks Approval of Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Dailey
International Inc., et al., consists of the following members:

Credit Suisse Asset Management
Federated Investment Counseling
Federated Investment Management Company
Oaktree Capital Management, LLC

The Committee voted to retain the law firm of Debevoise &
Plimpton as its counsel and to retain the law firm of Morris,
Nichols, Arsht & Tunnell as its co-counsel.

The law firm of Debevoise & Plimpton will be responsible to
represent and advise the Creditors Committee in its
communications with the debtors, Weatherford International, Inc.,
the Office of the US Trustee, individual creditors.  The firm
will represent and advise the Creditors Committee in connection
with the chapter 11 plan filed by the debtors, the acquisition
agreement between the debtors and Weatherford, the voting
agreement and the formulation, negotiation and confirmation of
any reorganization plan.  The firm will advise the Committee with
respect to the case, and file all necessary papers and motions.

The firm of Morris, Nichols, Arsht & Tunnell will charge its
current hourly rates for its services.  For attorneys, those
rates range from $365 per hour to $190 per hour.


DEGEORGE FINANCIAL: Sent Back To Connecticut
--------------------------------------------
The Bankruptcy Court for the District of Delaware recently sent
DeGeorge Financial Corp. to Connecticut on June 1, The Delaware
Law Weekly reported yesterday. DeGeorge, a mortgage lender for
do-it-yourself home builders, had filed for chapter 7 to
liquidate, listing assets of $1 to $10 million and liabilities of
more than $100 million. Bankruptcy Judge Peter J. Walsh moved
DeGeorge because the company had engaged in suspect transactions
that he said were more easily investigated in Connecticut,
    
The practice of large out-of-state entities filing in Delaware
has come under scrutiny in Congress. A provision in H.R. 833
would eliminate "place of incorporation" as a venue choice, thus
sharply reducing the number of cases filed in Delaware. These two
new cases may reflect a greater sensitivity by the courts to
transfer venue, to show that a change in the law is   
unnecessary.


FACTORY CARD: Committee Objects to Equity Committee
---------------------------------------------------
The Official Committee of Unsecured Creditors of Factory Card
Outlet Corp. And Factory Card Outlet of America Ltd. Objects to
the motion of Ronald Chez, Allstate Insurance Company and certain
other entities for the appointment of an Official Committee of
Equity Security Holders.

The Committee believes that if the debtors are not already
insolvent on a book basis, they are approaching insolvency.  The
Committee believes that the appointment of an equity committee is
not warranted and shareholder interests are adequately
represented.  They point out that the appointment of an equity
committee would result in significant delay and substantial
unwarranted costs.  The Committee also believes that it is too
early in the case to appoint an equity committee.


FACTORY CARD: Seeks Extension of Exclusivity
--------------------------------------------
The debtors, Factory card Outlet Corp., and Factory Card Outlet
of America, Ltd., seek approval of an extension of the exclusive
periods during which the debtors may file a plan of
reorganization and solicit acceptances thereof.

A hearing will be held on July 22, 1999 at 2 PM.

While the debtors and the Creditors' Committee commenced
negotiations regarding the provisions of a plan, neither believe
that such negotiations will be completed within the debtors'
initial exclusive filing period.  They believe that t a central
element of the formulation of a plan should be an analysis of the
debtors' financial and operation results for their third and
fourth quarters of fiscal 1999, which periods encompass the
holiday seasons.  Consequently, the debtors request extensions of
their exclusive periods to and including January 18,2000 and
March 18, 2000.  To date, the debtors have conducted store
closing sales in 27 stores, and have rejected a total of 29
stores, and will either assume and assign or reject at least 11
more stores at a hearing to be held on July 9, 1999.


GARDEN BOTANIKA: Reports June Comparable Store Sales
----------------------------------------------------
Garden Botanika, Inc. (OTC BB:GBOT) today reported
comparable store sales for June (the five-week fiscal period
ended July 3, 1999). Comparable store sales decreased 11% from
sales in June of 1998 for the 149 stores open at least one
complete fiscal year. Total sales declined to $ 5.1 million from
$ 7.9 million in the prior year, primarily due to a decrease in
the number of stores from 280 to 150. During the month,
under authority of the U.S. Bankruptcy Court, the Company
completed the process of liquidating and closing an additional 90
stores, which stores have been excluded from the comparable store
base and whose sales for the past month were not included in the
above totals. For the month, combined mail order and Internet
sales were $ 301,000, and the Company recognized $248,000 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. For the twenty-two weeks
ended July 3, 1999, sales decreased to $ 27.5 million from $ 36.5
million in the comparable prior period. Included in total sales
are mail order and Internet sales of $ 1.2 million and the
recognition of $ 1.3 million in revenue from sales of annual
memberships in the Company's discount shopping "Garden
Club" program. Garden Botanika markets botanically based cosmetic
and personal care products through its 150 stores across the
U.S., through its own catalog and on the Internet.   


HARNISCHFEGER: Receives Court Nod For $750 M Financing
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the Harnischfeger Industries, Inc. (NYSE: HPH) $750 million
credit facility with The Chase Manhattan Bank. Harnischfeger
previously had received interim approval to access a portion of
the facility.

Chief Executive Officer John Nils Hanson said, "Harnischfeger now
has substantial funding in place, which should further reassure
customers, suppliers and employees worldwide that we can continue
providing industry-leading support to the mining equipment and
pulp and, paper machinery markets. Final approval of this
facility underscores Chase's high level of confidence in our
strong global brand franchises at Joy, P&H and Beloit."

Harnischfeger Industries, Inc. is a global company with business
segments involved in the life-cycle management of equipment for
underground mining (Joy Mining Machinery), surface mining (P&H
Mining Equipment), and pulp and papermaking (Beloit Corporation).


HARNISCHFEGER: Taps Jay Alix & Associates
-----------------------------------------
The Debtors seek the Court's authority to retain Jay Alix &
Associates in these chapter 11 cases to provide senior management
services and make the decisions crucial to the Debtors'
reorganization efforts.  

Robert Dangremond will serve as the Debtors' Chief Restructuring
Officer with senior management status working as a member of the
Debtors' senior management team and reporting to the Debtors'
chief executive officer.

Kenneth Hilz will serve as the Debtors' Interim Chief Financial
Officer until such time as a permanent replacement is recruited
at which time it is anticipated that he will continue to work
with Robert Dangremond in fulfilling tasks of the reorganization
as well as cooperating, as requested, with the new chief
financial officer.

Jay Alix & Associates will bill for its services on an hourly
basis.  The firm will receive a $250,000 "evergreen" Retainer
from the Debtors.  Additionally, the Debtors have also agreed to
pay JA&A a $2,500,000 confirmation bonus if the Debtors confirm a
Plan of Reorganization within fifteen months of June 7, 1999.  If
the Debtors do not confirm a Plan of Reorganization within
fifteen months of June 7, 1999, then the confirmation bonus will
be decreased by $100,000 for each month thereafter, subject to a
$1,000,000 floor.  (Harnischfeger Bankruptcy News Issue 4;
Bankruptcy Creditors' Services Inc.)


HOMEPLACE STORES: Entry of Order Confirming Plan
------------------------------------------------
The US Bankruptcy Court for the District of Delaware entered an
order on June 4, 1999 confirming the first amended joint plan of
reorganization of the HomePlace Group Committee.  The Effective
Date of the Plan occurred on June 15, 1999.


IMAGYN MEDICAL: Committee Seeks To Employ Counsel
-------------------------------------------------
The Committee of Unsecured Creditors applied for orders
authorizing and approving the employment and retention of
Anderson Kill & Olick PC and Walsh, Monzack and Monaco, PA. as
local counsel.

Anderson Kill is expected to render the following services:

Assist and advise the committee in its consultations with the
debtors relative to the administration of these cases;

Represent the Committee at hearings held before the court;

Assist and advise the Committee in its examination and analysis
of the conduct of the debtors' affairs and the reasons for the
filings of the cases;

Review and analyze all applications, motions, orders, statements
of operations and schedules filed with the court by the debtors
or third parties - and advise the committee with respect thereto;

Assist the committee in preparing applications, motions, and
orders in support of positions taken by the Committee, as well as
prepare witnesses and review documents in this regard;

Apprise the court of the committee's analysis of the debtors'
operations;

Assist the Committee in its negotiations with debtors or other
parties with respect to any proposed plan of reorganization.

Confer with accountants and other professionals retained by the
committee.

Assist the Committee in its consideration of any plan of
reorganization.

Assist the Committee with such other services as may contribute
to the confirmation of a plan of reorganization; and

Assist the committee in performing such other services as may be
in the interest of creditors, including appropriate litigation
respecting the estate.


JUNO LIGHTING: 7.9% Shared Stock Ownership Yields Single Control
----------------------------------------------------------------
Juno Lighting Inc. reports that as of June 24, 1999, Gabriel
Capital L.P., a Delaware limited partnership, is the holder of
591,254 shares of common stock, or 3.2% of the outstanding shares
of common stock of the company. Also, as of June 24, 1999, Ariel
Fund Ltd., a Cayman Islands corporation, is the holder of 872,246
shares of common stock, or 4.7% of the outstanding shares of
common stock of Juno Lighting. Gabriel Capital and Ariel Fund are
managed investment vehicles and neither is the beneficial owner
of the cited shares. Gabriel Capital, as Investment Advisor to
Ariel Fund, shares the power to vote and to direct the voting of
and the power to dispose and direct the disposition of the
872,246 shares of common stock owned by Ariel Fund. Accordingly,
Gabriel Capital may be deemed to be the beneficial owner
of 872,246 shares of common stock, or 4.7% of the outstanding
shares of common stock.  As the General Partner of Gabriel, J.
Ezra Merkin has the power to vote and to direct the voting of and
the power to dispose and direct the disposition of the 591,254
shares of common stock owned by Gabriel Capital L.P.  In
addition, as the sole shareholder and president of Gabriel
Capital, Merkin may be deemed to share the power to vote and to
direct the voting of and the power to dispose and direct the
disposition of the 872,246 shares of common stock owned by Ariel
Fund.  Accordingly, Merkin may be deemed to be the beneficial
owner of 1,463,500 shares of common stock, or 7.9% of the
outstanding shares of common stock in the company. Merkin is also
the sole shareholder, sole director and president of Gabriel
Capital.


KELLEY OIL & GAS: Name Change & Reverse Stock Split
---------------------------------------------------
The holder of a majority of the issued and outstanding voting
stock of Kelley Oil & Gas Corporation, has delivered to Kelley
Oil & Gas a written consent to action by the stockholders of the
company consenting to an amendment to the Certificate of
Incorporation of the company.

If a vote were taken on the approval of the amendment at a duly
called meeting of the company's stockholders, holders of the
company's common stock, $.01 par value, and $2.625 convertible
exchangeable preferred Stock, $1.50 par value, would be entitled
to vote on the amendment, and the amendment would be approved on
the vote of holders of a majority of the outstanding shares of
common stock and convertible preferred, voting as a single class.

The majority shareholder holds 72,144,048 shares of common stock
out of a combined total of 127,755,863 shares of outstanding
common stock and convertible preferred, representing
approximately 56.5% of the outstanding voting stock of the
company.

The amendment will change the name of the company to Contour
Energy Co., set the authorized capital stock of the company at
22,000,000 shares, 20,000,000 of which are designated as common
stock, par value $.10 per share, and 2,000,000 of which are
designated as preferred stock, par value $1.50 per share and
effect a reverse stock split in which each ten shares issued and
outstanding immediately after the close of business on July 30,
1999 will be combined and converted into a single share of new
common stock, and each holder of a number of shares of common
stock not evenly divisible by ten will receive for any remaining
shares, in lieu of fractional shares, the right to receive an
amount in cash per share equal to the closing price of the common
stock on July 30, 1999 as reported by The Nasdaq Stock Market.

The company is sent this information to all stockholders of the
company as of the record date, June 18, 1999, to inform them that
the above action will be taken by the company on July 30, 1999.


KENWIN SHOPS: Third Amended Consolidated Disclosure Statement
-------------------------------------------------------------
The Third Amended Disclosure Statement of Kenwin Shops, Inc., et
al. Was approved on June 8, 1999 by the US Bankruptcy Court for
the Southern District of New York.  The plan of reorganization of
Kenwin Shops, Inc., debtor, provides for the full payment of
priority debt and secured debt, if any, and offers the holders of
Allowed Unsecured Claims 75% of the Allowed Amount of their
claims without interest over a 2 year period from the Effective
Date with an initial Distribution o f50%.  The discounted present
value of the distributions to holders of unsecured claims is
approximately 68%.  A hearing on confirmation of the plan is
scheduled for July 28, 1999 at 2:00 PM.

Treatment of Claims and Interests Under the plan:

Class 1 - Administration Expense Claims -  Unimpaired.

Class 2 - BOL's Secured Claim - Unimpaired. (BOL filed a proof of
claim in the sum of $1,960,934)

Class 3 - Priority Claims - Unimpaired.

Class 4 - Priority Claims - Unimpaired

Class 5 - Tax Claims - Unimpaired. To be paid in full in cash
over a period not exceeding 6 years from the date of assessment
of such allowed tax claim plus interest at 8% per year.

Class 6 -Unsecured Claimholders - Impaired. To be paid 50% on the
Effective Date and 12 1/2% on both the one year and on the two
year anniversary of the claim date.

Class 7 - D&A's Claim - Impaired.

Class 8 - Equity Interest Holders - Impaired


LATTICE SEMICONDUCTOR: Acquisition Gives A Competitive Edge
-----------------------------------------------------------
On June 15, 1999, Lattice Semiconductor Corporation, a Delaware
corporation, purchased all of the outstanding capital stock, $.01
par value of Vantis Corporation, a Delaware corporation, from
Advanced Micro Devices, Inc., a Delaware corporation, for an
aggregate purchase price of $500,080,000.

The acquisition was made pursuant a Stock Purchase Agreement
entered into between Lattice and Advanced Micro Devices on April
21, 1999. Following the acquisition, Vantis is now a wholly owned
subsidiary of Lattice.

The purchase price for the shares of Vantis was determined by
arms'-length negotiation between Lattice and Advanced Micro
Devices, and was funded in part with cash reserves held by
Lattice, and in part with the proceeds of borrowings from ABN
AMRO Bank, N.V., as administrative agent for a syndicate of
banks. The ABN AMRO credit facilities consist of a $60
million three-year revolving credit facility, and a $220 million
three-year term loan. Aggregate borrowings from the credit
facilities for the acquisition were approximately $253,000,000 as
of June 15, 1999.

The acquisition strongly positions Lattice to deliver innovative,
higher density programmable solutions and further strengthens its
leadership position in the PLD marketplace.  Following the
acquisition, the combined company will be one of the world's
leading providers of high density programmable devices. Lattice
will have a significant presence in the majority of leading
telecom and datacom customers and an unparalleled breadth of PLD
product offerings versus the competition. Based on proforma
financial results for calendar 1998, the combined revenues of the
two companies would have been approximately $400 million.

"Customers, employees and shareholders will benefit from this
highly strategic move by Lattice," stated Cyrus Y. Tsui,
president and chief executive officer. "The expanded product
line, increased R&D resources and extended market reach of the
combined company will greatly enhance our ability to compete in
the market and meet the rapidly changing needs of our customers."

"We are excited to be joining the Lattice team," said Frank
Barone, chief operating officer of Vantis. "We believe that the
combined strength of our two organizations will greatly expand
our presence in the attractive PLD market."


LATTICE SEMICONDUCTOR: Profitable Year-End Showing
--------------------------------------------------
Lattice Semiconductor Corporation designs, develops and markets
high performance programmable logic devices ("PLDs") and related
development system software. The company is the inventor and
world's leading supplier of in-system programmable PLDs. Lattice
introduced ISP devices to the industry in 1992. PLDs are standard
semiconductor components that can be configured by the end
customer as specific logic functions, enabling shorter design
cycle times and reduced development costs.  Lattice products are
sold worldwide through an extensive network of independent sales
representatives and distributors, primarily to original
equipment manufacturers of communication, computing, industrial
and military systems. Lattice was founded in 1983 and is based in
Hillsboro, Oregon.

The company has had profitable years in each of the last five
years 1994 through 1998.  During the last fiscal year ended April
3, 1999, on revenues of $200,072,000 the company showed a net
income of $42,046,000.  The prior year, ended March 28, 1998, on
revenues of $245,894,000 Lattice saw net income of $56,567,000.


LATTICE SEMICONDUCTOR: Prospectus Outlines Shares Being Offered
----------------------------------------------------------------
Lattice Semiconductor Corporation is issuing a prospectus
relating to 50,098 shares of common stock, $0.01 par value, of
the company that are issuable upon exercise of a warrant granted
to Bain & Company, Inc., the selling stockholder identified in
the prospectus. The selling stockholder is offering all of the
shares to be sold in the offering. Lattice will not
receive any of the proceeds from the offering.

Risk factors are spelled out in detail and can be reviewed at
http://www.sec.gov/cgi-bin/srch-edgar?0001047469-99-025416on the  
Internet, without charge.


LOEWEN: Court Approves Sale of Aircraft Lease to Keystone
---------------------------------------------------------
Both the U.S. Bankruptcy Court and the Ontario Court have
authorized the debtors to sell their Hawker Siddeley HS125
aircraft lease to Keystone Aviation LLC.  

B. Douglas Bodie, TLGI's Director of Real Estate told Mr. Justice
Farley that the aircraft is a redundant asset. Prior to the
Filing Date, as part of its effort to strengthen the financial
performance and operational efficiencies of its business, the
Company undertook the process of disposing, through sale,
assignment or otherwise, of their nonproductive assets: assets
that are not necessary to the ongoing operation of the
funeral home and cemetery businesses. The Company believes that
disposing of the nonproductive assets is an essential component
to streamlining their ongoing business operations and
implementing their reorganization strategy, Mr. Bodie explained.  

In March 1999, Mr. Bodie related, the Company retained two
separate consultants in the aircraft industry to perform an
inspection and a valuation of the Aircraft. The consultants
advised the Company that the Aircraft had a wholesale value
ranging from approximately US$3,000,000 to US$3,900,000 and a
retail value ranging from approximately US$4,100,000 to
US$4,650,000. The Company then undertook extensive marketing
efforts to identify potential purchasers for the Aircraft.  After
identifying potential purchasers, the Company conducted a silent
auction for the Aircraft.  In this process, the Company solicited
bids from a wide variety of parties and kept the bidding open for
six weeks. Eight parties submitted bids in the silent auction,
ranging from US$3,000,000 to US$4,350,000.  The Company accepted
the highest bid, which was submitted by Keystone Aviation, LLC.  

The Monitor advised Mr. Justice Farley that, after conducting a
preliminary review of the transaction, he concurs with the
Applicants' conclusion that $4.3 million equates to market value.  

"The sale would appear to be favourable to Loewen and the
stakeholders since it will dispose of a redundant asset for what
appears to be a reasonable price and terminate ongoing lease
payments," Mr. Justice Farley found.  "Therefore, I have no
difficulty in approving the sale.  In essence the transaction
goes on to allow the lessor, CIBC, to be paid out on the lease
almost all of the proceeds of sale," Mr. Justice Farley
continued.


MONTGOMERY WARD: Operating Report For Month of May
--------------------------------------------------
For the fiscal month ending May 1, 1999, Montgomery Ward Holding
Corp. reports a net loss of $32 million on net sales including
leased and licensed departments of $193 million.


NATIONAL RECORD MART: Fiscal Year-End Brings Net Loss
-----------------------------------------------------
National Record Mart, Inc., a Delaware corporation, founded in
1937, operates in a single industry segment as a specialty
retailer of prerecorded home entertainment products, including
compact discs, audio cassettes, videos and related accessories.
According to Billboard magazine, the company is the fourth
largest specialty retailer of prerecorded music in the country as
measured by number of stores. The company is a leading specialty
music retailer in its core western Pennsylvania/eastern Ohio
market.

As of March 27, 1999, the company operated 174 stores in 30
states primarily in the eastern part of the United States. It has
five distinct store concepts: National Record Mart or NRM Music;
Waves Music; Music Oasis; Vibes Music; and the newest concept,
Music X.

National Record Mart Inc. operates on a fiscal year ending in
March.  For the fiscal year ended March 31, 1999 revenues were
$129,902,083 but losses were sustained in the net amount of
$1,691,341.  The prior fiscal year ended March 31, 1998 revenues
were $112,488,429 and the company experienced a net income of
$892,648.


PARAGON TRADE: Kimberly-Clark Objects To Bidding Procedures
-----------------------------------------------------------
Kimberly -Clark Corporation ("K-C") filed an objection to the
debtor's motion to establish bidding procedures with respect to a
Wellspring offer to purchase its assets.  Specifically, K-C
objects tot he expenditure of between $1 and $3 million to pursue
the auction of the debtor's assets through the he stalking horse
of Wellspring.  These amounts will be payable even if the debtor
and other parties in interest decide to pursue a stand-alone
plan.  K-C believes that the enterprise value of $325 million
must be shown to be fair; that the new subordinated Notes will in
fact be $200 million.  K-C is concerned that the Notes rate may
be too low, and that the Notes are to contain other features
which could impair their value, such as "interest in kind", which
K-C believes is unnecessary.  Significant features of the new
Notes are also not sufficiently defined according to K-C and the
terms of the note covenants are defined only generally.  And K-C
also complains that the proposed bidding process gives too much
discretion to the debtor and does not afford K-C an opportunity
to participate in the process.  Only Paragon decides what
constitutes a better offer, and whether it should reject any
Qualified Bids.


PHP HEALTHCARE: Seeks To Reject Certain Leases
----------------------------------------------
The debtor, PHP Healthcare Corporation filed a motion authorizing
the rejection of certain Master Equipment Lease Agreement
Schedules entered into in connection with a certain Master
Equipment Lease Agreement between the debtor and Newcourt
Communications Finance Corporation.  The equipment covered by the
leases are phone equipment systems in Georgia, New Jersey, South
Carolina, North Carolina and California.  The debtor no longer
needs the equipment in that it relates to operations that are no
longer being performed by the debtor.


QUALITECH STEEL: Exclusivity is Terminated
------------------------------------------
By agreement of the debtors, Qualitech Steel Corporation and
Qualitech Steel Holdings Corp., and on the motion of Enron
Capital & Trade Resources Corporation, the court entered an order
on June 24, 1999 terminating the exclusivity period of the
debtors effective July 1, 1999.


SAMSUNG: Closing Failed Carmaker Creates Government Anxiety
-----------------------------------------------------------
A move by South Korea's Samsung Group to close its failed
carmaker has ignited a row with the government, which is
increasingly worried about the economy's impact on general
elections next year.  Analysts said the conflict could undermine
the country's much-praised restructuring efforts.

"One bankruptcy will not harm the national credit rating but if
the bankruptcy situation is handled on a political basis, then I
think that will raise a lot of questions in the minds of rating
agencies," said Henry Morris, director of IRC Ltd.

Samsung Group applied last week to put loss-making Samsung Motors
Inc under court receivership, in clear defiance of the
government's long standing goal of having the company absorbed by
another local carmaker, Daewoo Motor Co.  Samsung also said its
billionaire chairman, Lee Kun-hee, would use four million shares
he owns in unlisted Samsung Life Insurance Co to pay off
part of Samsung Motors' debt of some 4.3 trillion won ($3.7
billion).

The government at first welcomed the decision, but soon began
pressuring Samsung to do more.  President Kim Dae-jung told
reporters on Wednesday that Samsung should handle the liquidation
in a way that would not hurt the local economy or its citizens.
Samsung's entry into the already crowded car market was approved
under the government of former President Kim Young-sam, a highly
controversial decision which critics said was based on political,
not economic, considerations.  Samsung Motor's assembly plant was
built in Pusan, the power base of Kim Young-sam and the
opposition Grand National Party, and citizens there have demanded
Samsung plants be kept running.

President Kim's party does not have a majority in the parliament
and is due to battle the main opposition in general elections now
less than 10 months away.  Kim Dae-jung's government is now being
criticised for handling the exit of Samsung Motors as a political
matter.  "The government has failed to maintain a consistency in
handling the issue.  I think political considerations were a
factor," said Jang Ha-sung, a Korea University professor, who
leads a pro-reform movement of non-governmental organisations.

So far, Samsung has refused to make further concessions.
"We have already applied for court receivership and we have no
other plans except to follow whatever ruling the court makes on
our application," a Samsung Group spokesman said.  Morris at IRC
Ltd said: "There's one bankruptcy law for all companies. Now
that the company is (technically) in bankruptcy, I think the law,
the system, has to work."  The court reviewing Samsung's
receivership application is due to make a ruling after listening
to the result of consultations between creditors to Samsung
Motors.

Samsung has said the shares its chairman Lee Kun-hee has pledged
against Samsung Motors' debt are worth at least 2.8 trillion won
but local media reports have said creditors believe that is
vastly inflated.  Shares of Samsung Life, majority owned by Lee
and Samsung Everland Co controlled by his son, are not publicly
traded. ($1-1,171 won)  


SOUTH BEND STAMPING: Workers Remain Optimistic
----------------------------------------------
The South Bend Tribune reports on July 4, 1999 that from the
plant manager to production line workers, the people at South
Bend Stamping still have hopes the plant can be saved.

There is an effort that could involve city, state and federal
officials in helping a new company acquire the South Bend
operation.

A liquidator in mid-June acquired the assets of South Bend
Stamping in bankruptcy court. The plant ceased production of
sheet metal automotive parts Wednesday. Tecumseh Metal Products
Corp. of Farmington Hills, Mich., owns the South Bend Stamping
business. The building is owned by Chicago-based Allied Products
Corp.

The plant was originally built by Studebaker Corp. in the 1920s.
Studebaker planned to close the plant in 1964 when it ceased auto
production in South Bend.  It was rescued the first time by
Allied Products, which acquired the plant and kept it in
operation.  In 1991, Allied Products announced plans to shut it
down. But then it was rescued again when EWI Inc. took over the
operation.  EWI got into financial difficulty in 1996, and the
South Bend plant was rescued a third time when Tecumseh took
over.  One of the main problems in bringing South Bend Stamping
back to life would be to regain the confidence of the plant's
customers.

Customers such as General Motors, Ford and DaimlerChrysler
usually supply the dies used to produce such things as fenders,
hoods and doors on South Bend Stamping's huge presses.
In recent days, customers have removed many of their dies so that
parts production can be moved to other plants.  Hourly employees
of South Bend Stamping assembled at the Local 5 United Auto
Workers' hall Friday to collect paychecks.

"It wouldn't take us long to get things set up," said Briggs, a
30-year veteran.  He said the South Bend plant has made a good
reputation for itself in doing "factory assist work." This
involves such things as stamping urgently needed parts, short-run
production orders and end-of-the-model-year production work.

Dale Grimm, a millwright with more than 33 years at South Bend
Stamping, said he believes the plant's work force is highly
productive and has always made money for its owners.

Ron Valentine Sr., who has more than 21 years with South Bend
Stamping, said he believes management should have provided more
information to workers about the company's status. "We didn't
have enough time to assess the situation and get more help,"
Valentine said.  He has been through a succession of companies
that had either decided to close the plant or had experienced
financial difficulties. "First it was Allied Products, then it
was EWI and now Tecumseh. It's a little too much,"
Valentine said.

Frank "Tiny" Wasielewski, chairman of the Local 5 bargaining
committee, also expressed optimism the plant could be saved
again.  However, in response to a fellow worker's question on how
he was doing, Wasielewski responded: "I've had better days."


TRANSTEXAS: Sent Back To Texas
------------------------------
The Bankruptcy Court for the District of Delaware recently sent
TransTexas Gas Corp. to Texas in late May. TransTexas is a
subsidiary of TransAmerican Energy Corp., which was the second
largest chapter 11 filed in Wilmington this year, with $1.85
billion in assets and $1.56 billion in debts. Bankruptcy Judge
Mary F. Walrath returned the TransTexas case to Texas, stating
that it would be more convenient for smaller creditors and that
there were several issues relating to Texas law.
    
The practice of large out-of-state entities filing in Delaware
has come under scrutiny in Congress. A provision in H.R. 833
would eliminate "place of incorporation" as a venue choice, thus
sharply reducing the number of cases filed in Delaware. These two
new cases may reflect a greater sensitivity by the courts to
transfer venue, to show that a change in the law is
unnecessary. (ABI 08-July-99)


USCI INC: Dogged By Lawsuits Company Admits To Jeopardy
-------------------------------------------------------
USCI Inc. is a reseller of wireless services in the United States
with eight years of wireless communications, marketing and sales
experience.  Before becoming a reseller, it acted as an agent for
major United States cellular and paging carriers in the sale of
cellular and paging services through national distribution
channels.

On May 11, 1999, USCI's current Board of Directors resigned their
directorships and Joshua Berkowitz, Bryan Finkel and Henry
Reinhold were elected directors in their place.  Bruce Hahn also
resigned as Chief Executive Officer of USCI, Inc. and all of its
subsidiaries, but continues as an Executive Vice President of the
newly organized subsidiary, Americom On Line.Com, Inc. focusing
his attention on the sales and marketing of the new prepaid
cellular and e-commerce strategies.  In addition, Mr. Bruce
Layman has been appointed Executive Vice President of Operations
and interim Chief Operating Officer.

In October 1997, USCI had entered into an agreement with
RadioShack, a division of Tandy Corporation, which appointed USCI
exclusive provider of cellular communications services to
RadioShack's approximately 250 retail locations in the greater
New York metropolitan area.  Subsequently, the agreement was
amended to cover Puerto Rico and the Virgin Islands.  During
the next 12 months, RadioShack accounted for more than 78% of the
cellular subscribers which the company acquired.  On October 1,
1998, RadioShack agreed to an amendment to add digital services
to Ameritel's product offerings.  In October 1998, RadioShack
terminated its agreement with USCI and instituted a lawsuit in
which they claim that USCI owes RadioShack $11.2 million in
commissions and other fees.  USCI filed an answer denying
RadioShack's claims and filed a counterclaim against
RadioShack/Tandy in which USCI claims that the actions and
conduct of RadioShack caused USCI to incur substantial damages in
excess of RadioShack's claims.

USCI states that it believes its defenses to the RadioShack
claims are meretorious and that its counterclaims are valid and
enforceable, but there is no assurance that USCI will be
successful in either defending against the suit or in prevailing
in its counterclaims.  In the event that RadioShack is successful
in obtaining a judgment against USCI, the company indicates it
does not currently have the funds to pay any judgment and the
failure to do so could subject it to both voluntary or
involuntary bankruptcy proceedings.  Further, the company says
that as a result of lack of capital following the termination the
RadioShack contract, various vendors have instituted lawsuits
against USCI's inactive subsidiary, U.S. Communications, Inc.
aggregating approximately $500,000 and USCI is attempting to
negotiate settlements of these outstanding claims, some of
which have been reduced to judgment.

Suits have also been instituted against USCI's wholly-owned
subsidiary, Ameritel Communications, aggregating approximately
$225,000, not including the lawsuit by RadioShack.  Its inactive
subsidiary, Wireless Communications Centers, Inc., has one
lawsuit for approximately $20,000 which has been reduced to
judgment.  In addition, USCI, Inc., the parent corporation, is
the subject of one lawsuit for approximately $35,000, not
including the lawsuit by RadioShack.

Year-end financial figures show the company sustained a net loss
of $42,494,373 on revenues of $41,089,160.  In the prior year
losses were $28,786,604 on revenue of $9,811,890.  The company
has shown net losses over the last five years 1998 through 1994.


WILSHIRE FINANCIAL: Notice of Effective Date
--------------------------------------------
The Effective Date of the Prepackaged Plan of Reorganization of
Wilshire Financial Services Group Inc. was June 10, 1999.


WIRELESS ONE: MCI Worldcom Beats Out Cerberus To Fund Debts
-----------------------------------------------------------
On June 23, 1999, Wireless One, Inc. announced its agreement to a
$36 million financing commitment on more favorable terms than
previously announced.  The company signed a commitment letter
from MCI Worldcom, Inc. to provide the financing.  MCI is the
company's current debtor-in-possession lender and has stated it
is the holder of at least two-thirds(in dollar value) of the
company's outstanding senior notes.

Henry Burkhalter, President and CEO stated, "On May 18, 1999,
Wireless One announced that the company had received a commitment
for $36 million of financing from Cerberus Capital Management,
L.P. that would provide the company with the funds needed to
implement a plan of reorganization and enable the company to exit
bankruptcy a stronger, more viable company.  Thereafter, MCI
indicated that it would be willing to provide similar
financing on more favorable terms to the company. The company
then sought the best financing terms from both Cerberus and MCI
and is most appreciative of the efforts put forth by each of
those companies.

As a result of those efforts, the interest rate will be 10
percent annually payable, at the company's option, either
quarterly or at maturity, fees will be one percent of the loan
amount and there is no provision for warrants to acquire equity
in the company."

The Commitment Letter contemplates that the financing would
mature two years from the closing date, except in certain
circumstances, and thus would provide the funds needed by
Wireless One to repay the approximately $20 million of existing
debtor-in-possession financing and to fund the future working
capital needs of the company.  On June 22, 1999, Wireless
One received authorization from the United States Bankruptcy
Court for the District of Delaware to enter into the Commitment
Letter.

Upon consummation of the financing and so long as it is not
repaid, MCI, as lender, would have the right to approve any
revisions to the proposed plan of reorganization that the company
filed with the Bankruptcy Court on March 15, 1999, except for any
revisions to the allocation of the equity of the reorganized
company.  As announced on May 14, 1999 and described in the
company's quarterly report for the quarter ended March 31, 1999,
the company is reviewing the appropriateness of the provisions of
the plan of reorganization proposed by it in light of recent
developments in the company's industry.

The closing of the financing is subject to a number of
conditions, including negotiation of final documentation and
approval by the Bankruptcy Court.  A hearing on the approval of
the financing is scheduled for July 20, 1999.

Wireless One, Inc.'s exclusive licenses in the MMDS and WCS
spectrums enable the company to provide digital broadband (i.e.,
high-capacity) wireless access (commonly known as "BWA") services
(such as high-speed Internet connection, data transmission and
telephone).  In addition, the company provides analog wireless
multichannel subscription television programming (commonly known
as "wireless cable") services primarily in small to mid-size
markets in the southern and southeastern United States.

The Company has an eCommerce partnership with Netgateway, Inc.
whereby Netgateway has created an electronic mall at
www.wirelessonemall.com.  The mall allows businesses to set up
economical eCommerce "storefronts" to offer products and services
and gives consumers a convenient, no charge and secure place to
shop on the Internet.

The company also has a marketing alliance with DIRECTV, Inc. that
enables it to provide expanded television programming via Direct
Broadcast Satellite signal.


WORLDCORP ACQUISITION: Seeks Court Approval of Attorneys
--------------------------------------------------------
The debtor, WorldCorp Acquisition Corp., seeks court
authorization for the retention of Young Conaway Stargatt &
Taylor LLP and Wilmer, Cutler & Pickering as counsel for the
debtor.  The debtor also seeks approval to retain Arthur Andersen
LLP as accountants and financial advisors to the debtor.

The firm of Wilmer, Cutler & Pickering will be paid hourly rates
ranging from $335 to $515 for partners, and ranging from $195 to
$440 for counsel and associates.

Arthur Andersen received a retainer of $20,000 for pre-petition
services rendered and out-of-pocket reimbursements.  The
customary hourly rates of Arthur Andersen's corporate
restructuring personnel range from $175 per hour to $495 per
hour.


BOND PRICING FOR WEEK OF July 6, 1999
=====================================
DLS CAPITAL PARTNERS provides the
Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07                12 - 14 (f)
Amer Pad & Paper 13 '05              62 - 64
Asia Pulp & Paper 11 3/4 '05         78 - 79
Boston Chicken 7 3/4 '05              5 - 6 (f)
E & S Holdings 10 3/8 '06            52 - 54
Geneva Steel 11 1/2 '01              21 - 22 (f)
Globalstar 11 1/4 '04                67 - 69
Hechinger 9.45 '12                   11 - 13 (f)
Iridium 14 '05                       17 - 19
Jitney Jungle 10 3/8 '07             33 - 36
Loewen 7.20 '03                      63 - 64 (f)
Planet Hollywood 12 '05              19 - 21 (f)
Samsonsite 10 3/4 '08                81 - 83
Service Merchandise 9  '04           22 - 23 (f)
Sterling Chemical 11 3/4 '06         78 - 80
Sun Healthcare 9 1/2 '07             17 - 20 (f)
Sunbeam 0 '18                        17 - 18
TWA 11 3/4 '06                       65 - 67
Vencor 9 7/8 '05                     30 - 32 (f)
Zenith 6 1/4 '11                     22- 25 (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, Yvonne L. Metzler and Lexy Mueller, Editors.
Copyright 1999. All rights reserved.  ISSN 1520-9474.  

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