TCR_Public/990722.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
      Thursday, July 22, 1999, Vol. 3, No. 139                                              

ACME METALS: Seeks Order Extending Time To Assume/Reject Leases
AHERF: Analysts Claim It Is Recovering Well
ARROW AUTOMOTIVE: Notice of 3rd Extension of Stipulation
CAMDEN, NJ: Files Chapter 9

COSTILLA ENERGY: Transaction Includes Ownership Of 4M Shares
CROWN PAPER: Sells New Hampshire Mills For $45 Million
DANKA BUSINESS SYSTEMS: 5th & 6th Amendment To Credit Agreement
FPA MEDICAL: Plan Effective July 8
FIRSTPLUS FINANCIAL: Committee Objects to Relief From Stay

FIRSTPLUS FINANCIAL: Committee Objects To Sale of Mortgage Loans
GANTOS INC: Appoints New Auditors
HEALTHCOR HOLDINGS: Sells Home Medical Equipment Division
HECHINGER: Names Richard Lynch - CEO; Don Stallings - President
HECHINGER: Receives Court Approval For $700M DIP

LEVITZ FURNITURE: Klaff Realty Acquires $93M Portfolio
LIFEONE: Court Upholds Involuntary Bankruptcy Dismissal
LOEHMANN'S INC: Seeks Agreement With Liquidation Agent
LOEHMANN'S INC: To Retain PricewaterhouseCoopers as Consultant
LOEWEN GROUP: Receives Final DIP Financing Approval

MEDPARTNERS: Court Approves Sale of So California Assets
MOBILE ENERGY SERVICES: Seeks Order Further Extending Exclusivity
NATIONAL HEALTH & SAFETY: Files Chapter 11 Bankruptcy Proceedings
ONE STOP WIRELESS: phoneXchange Receives $ 750,000 and Assets
PHP HEALTHCARE: Notice of Solicitation of Bids

PINNACLE BRANDS: Seeks Extension of Exclusivity
PONDEROSA FIBRES: Court Confirms Reorganization Plan
PRIMARY HEALTH SYSTEMS: Order Extends Exclusivity
QUALITECH STEEL: Banks Are Set To Take Possession
SANTA FE GAMING: Court Approves Pioneer Interest Payment

SOUTHERN MINERAL: Announces Restructuring Plans
STARTER: Applies To Employ Peter Apatow, CPA
SYNCRONYS SOFTCORP: Case Converted To Chapter 7
THORN APPLE VALLEY: Objects To Termination of Exclusivity

WESTERN DIGITAL: Offers 1,608,898 Shares To Investor
WIRELESS ONE: MCI WorldCom Finalized Plans For Purchase
WORLDCORP: Subsidiary Follows Parent, Files Chapter 11 Bankruptcy
WORLDWIDE DIRECT: Taps Joseph Finn Co. as Auctioneers
ZENITH: Soliciting Bondholder Votes


ACME METALS: Seeks Order Extending Time To Assume/Reject Leases
The debtors, ACME Metals Incorporated, and its debtor affiliates
seek an order extending, to and including November 29, 1999, the
time in which the debtors must move to assume or reject
approximately 25 unexpired leases of nonresidential real

The debtors are presently formulating a business plan that will
serve as the first step in formulating a reorganization plan.  
The debtors are current on their monthly payments and they
represent that they are seeking a short extension of time to make
the determination with respect to their leases.

AHERF: Analysts Claim It Is Recovering Well
One year after Allegheny Health, Education and Research
Foundation collapsed under $ 1.3 billion in debt and placed the
future of eight southeastern Pennsylvania hospitals in jeopardy,
analysts said Tuesday the medical network was recovering well.

Tenet Healthcare Corp., a for-profit hospital chain that acquired
the Philadelphia-area facilities last fall from Allegheny for $
345 million, "probably found things in worse shape than they
imagined," said Alan Zuckerman, director of Health Strategies &
Solutions, a Philadelphia health care management consulting firm.

"Things were sliding downhill when they came in and probably
continued in that direction for some time," he said Tuesday.
"Trying to get their internal house in order and discovering the
complexity of this market was probably more of a chore than they

Before Santa Barbara, Calif.-based Tenet inked the deal, many of
Allegheny's 14,000 employees and health care groups feared the
facilities would be shuttered. Charges of financial mismanagement
abounded, hospitals reported supply shortages, research grants
were in jeopardy, and Vanguard Health Systems Inc. backed out of
a deal to buy the troubled facilities.

"What a nightmare it was for Pennsylvania health care," said
Patrick Michael Plummer, founder and chief executive officer of
U.S. Lifeline, a Carlisle, Pa.-based publisher of health industry
information. Allegheny's problems didn't appear overnight,
however. Its 1987 entry into Philadelphia, propelled by chief
executive Sherif S. Abdelhak, was the first in a string of
acquisitions that created Pennsylvania's only statewide hospital
network and one of the largest nonprofit chains in the
country. Within a decade, it was running a university, 14
hospitals and about 300 physicians' practices. Based in
Pittsburgh, most of its operations, employees and patients were
in the crowded Philadelphia market 300 miles away.

Then in October 1997, 1,700 Philadelphia-area employees were laid
off. The following June, the board of directors ousted Abdelhak,
who was blamed for the organization's financial problems.

On July 21, 1998, Allegheny's Philadelphia empire crumbled when
company officials filed for Chapter 11 bankruptcy protection for
its area hospitals and Allegheny University of the Health
Sciences. Vanguard, of Nashville, Tenn., made an offer to buy six
hospitals for $ 460 million but later withdrew it.

"Tenet got the hospitals for a steal," Plummer said. Using an ad
campaign with the slogan "Let the healing begin," Tenet announced
the purchase in November. Despite the formidable task, Tenet -
the only for-profit health system in Philadelphia - is doing a
good job at returning the ailing hospitals to health, Plummer
said. For example, Tenet has converted the individual hospital
purchasing contracts into part of its national contract, saving
"millions and millions of dollars right away," he said. Tenet and
its subsidiaries own and operate 123 acute care hospitals and
related services employing 112,500 people in 18 states.

Tenet also changed the previous centralized control of the
Pennsylvania hospitals in Pittsburgh to a more self-governing
approach. Each hospital now has its own chief executive officer
and a local board, said Lee Domanico, a senior vice president for

"As you might imagine in a bankruptcy, there were lots of
problems from morale to management infrastructure systems,"
Domanico said. "But we eliminated unnecessary overhead that was
housed in Pittsburgh, we improved our productivity and
management, and we worked aggressively to improve relationships
with physicians." Still, hurdles remain. A patients' rights
advocacy group that feared Tenet's foray into Philadelphia
would put profits before patients is adopting a wait-and-see

"Tenet has been willing to come to the table and talk, but they
haven't responded as quickly as we wanted," said Evonne Tisdale,
assistant director of the Philadelphia Employment Project. The
group wants Tenet to guarantee emergency and other "medically
necessary" care to the poor.

"Making employees and physicians believe they should hang in
there is probably the biggest thing they've had to deal with so
far," Zuckerman said. That includes convincing new people to sign
on, he said. Domanico agrees that the task of building better
relationships with hospital staff remains. "We presently are
working aggressively to improve customer service in all of
our facilities, to add to patient satisfaction and employee
morale," he said. Philadelphia also has a hospital glut and
something will have to give somewhere, Plummer said. Tenet laid
off about 200 workers in February, blaming cuts on a 20 percent
decrease in patient volume. The Temple University and University
of Pennsylvania health systems have also made recent cuts.

The city has 77 hospitals - "definitely on the large side for the
population base," Plummer said. "I wouldn't be surprised if
Philadelphia got down to 70 hospitals in the next 12 months."

"There's a real need for resizing of (Philadelphia's) hospitals,"
Zuckerman said. "We may have postponed the day of reckoning. But
not too far down the road, the weak links are going to drop out."

ARROW AUTOMOTIVE: Notice of 3rd Extension of Stipulation
Arrow Automotive Industries, Inc., the debtor, and BankBoston NA
and Norwest Business Credit, Inc. and BankBoston NA as agent for
the lenders have agreed to extend further the term of the Amended
Stipulation Authorizing Use of Cash Collateral. A replacement
cash collateral budget is agreed to by the parties with July 30,
1999 as the new end of the Specified Period.

CAMDEN, NJ: Files Chapter 9
Camden, N.J., filed for chapter 9 protection yesterday, citing
the state's refusal to release millions of dollars in aid,
according to Reuters. Camden City Attorney John A. Misci Jr. said
the filing was in response to a "dire emergency" created late
last week when the state refused to release aid payments of about
$15 million, which is more than 10 percent of the city's annual
budget. State officials say they withheld
the payments and will withhold even more state aid until the city
agrees to sign a "memorandum of understanding" that would give
state auditors more authority over Camden's budget. Mayor Milton
Milan is unwilling to sign the memorandum, Misci said.
Per state law, the city is required to seek state approval before
filing for bankruptcy; Misci said he advised the mayor of the law
but Milan decided to move ahead with the filing because the
emergency was too great to allow a delay. Misci said the city
will continue to provide vital services. (ABI 20-July-99)

Commercial Financial Services, Inc., (CFS) debtor, by its
attorneys, requests that the court enter an order authorizing CFS
to retain Dove Brothers, LLC and Phillip Pollack & Co., Inc. to
market , auction and sell virtually all of the tangible assets of
the CFS estate.  The auction is tentatively scheduled for
September 29, 1999.  CFS estimates that the auction of the assets
will yield gross proceeds of between $6 and $8 million.  CFS
proposes that Dove and Pollack be entitled to compensation equal
to a 5% buyers' premium on the gross proceeds of the sale fo the
assets.  Dove and Pollack estimate that their out-of-pocket
expenses will be $295,000.

COSTILLA ENERGY: Transaction Includes Ownership Of 4M Shares
Prize Energy Corp., a Delaware corporation, Prize Operating
Company, a Delaware corporation and wholly-owned subsidiary of
Prize Energy, and Prize Energy Resources, L.P., a Delaware
limited partnership of which POC is the sole general partner has
acquired 4,000,000 shares of common stock of Costilla Energy.
Beneficial ownership of these shares equates to a 28.4%
ownership of the outstanding shares of common stock of Costilla
Energy. Prize Energy Corp. is a private independent oil and gas
company that owns and operates most of its assets through its
partnership and Prize Operating Company.  Its primary business
address is Tulsa, Oklahoma.

On June 29, 1999, the Prize Energy partnership acquired from
Pioneer Natural Resources USA, Inc., a Delaware corporation, and
Pioneer Resources Producing L.P., a Delaware limited partnership,
certain oil and gas properties and related assets and the
aforementioned 4,000,000 shares of common stock, under a Purchase
and Sale Agreement dated May 16, 1999, among Prize
Energy Corp., (subsequently assigned to the partnership), Pioneer
USA and Pioneer Resources.  Pioneer USA had previously acquired
the shares in connection with certain agreements among Pioneer
USA, Pioneer Resources and Costilla Energy relating to  
Costilla's attempt to acquire the same oil and gas properties
which were ultimately acquired by the Prize Energy partnership
under the Purchase Agreement.

The Agreement and the transactions contemplated may be terminated
at any time on or prior to the closing of the Purchase Agreement
transactions.  The class of equity securities relates to the
common stock, par value $.10 per share, of Costilla Energy, Inc.
Termination may be made by either contracting party if the  
closing does not occur by 5:00 P.M. August 18, 1999; provided no
party is in material default or breach of any provision
of the Purchase Agreement.

CROWN PAPER: Sells New Hampshire Mills For $45 Million
On July 9, 1999, Crown Vantage Inc. said it has completed the
sale of its pulp and paper mills in Berlin and Gorham, N.H., to a
subsidiary of American Tissue Corp. for approximately $45
million. Crown Vantage will continue to outsource from American
Tissue Corp. the production of its branded printing papers made
at the mills under a strategic marketing alliance announced

"In evaluating our business opportunities, we determined that the
Berlin and Gorham operations were not consistent with our current
strategic direction," said Crown Vantage President and Chief
Executive Officer Robert A. Olah. "We are now focusing our
efforts more intensively on specialized, value-added papers used
in printing, publishing and packaging, where we expect our
strongest growth, and have exited the market pulp and commodity
white papers markets.

"This divestiture is in keeping with our strategy to reduce debt
and improve cash flow and liquidity. It also allows us to more
fully concentrate on the success of our remaining nine mills and
to better focus our capital and human resources on continuing the
shift from a manufacturing-oriented business to a marketing-
driven organization. With the completion of this transaction, we
are now reviewing various recapitalization options to further
strengthen our financial position," Olah said.

The company will apply net proceeds from the sale to pay down
debt stemming from its origin as a spin-off company from the
former James River Corporation in 1995. Crown Vantage said it
will apply a minimum of $10 million as a permanent reduction to
its senior secured term loan with the balance funding reduction
in its revolving loan and certain retained liabilities related to
the Berlin-Gorham facilities. The revolving commitment from Crown
Vantage lenders has not been reduced, resulting in
improved liquidity. A $5 million (net) letter of credit
will be terminated as part of the transaction and thus available
as part of the revolving commitment.

The company said it believes that operating results going forward
will be stronger without the New Hampshire operations, based on
1998 pro forma data. The combined operations at Berlin and Gorham
accounted for nearly 20 percent of Crown Vantage net sales of
$851 million in 1998. However, on a pro forma basis Crown Vantage
gross margins without the two mills would have been about 25
percent higher. The company's operating profit for 1998
before special charges would have been about $11.5 million,
compared to an operating loss of $8.3 million on an actual basis.

"In addition to eliminating the historical losses experienced by
these facilities, we will avoid major capital expenditures that
would have been required, particularly in the environmental
area," Olah said. "We now can refocus management and capital on
those operations and market niches that have strategic importance
for us.  All in all, we believe this is a major
step toward regaining profitability for Crown Vantage."

The company continues to own and operate nine papermaking
facilities in the United States and Scotland with 26 paper
machines and a variety of coating, waxing, embossing, calendering
and sheeting equipment dedicated to producing high value-added
specialty papers. Annual manufacturing capacity continues to
exceed 750,000 tons of paper. Additionally, Crown Vantage will
continue to market and sell about 150,000 tons a year of printing
and publishing papers made at the Gorham paper mill for a period
of at least three years. To facilitate execution of the ongoing
marketing and outsourcing agreement, Crown Vantage will retain a
manager on site at Berlin-Gorham.

"We're breaking new ground for our industry as we launch our
marketing and outsourcing alliance with American Tissue Corp.,"
Olah said. "That opens the possibility for us to produce and
commercialize our brands with even greater flexibility, enhancing
our ability to match capacity to the changing needs of the

Crown Vantage is pursuing an ongoing strategy to increase sales
and target-market share by focusing its business in value-added
areas. These include its high quality premium printing paper
brands such as Graphika(R), King James(R)Cast Coat, Squire(R)
lightweight opaque papers, and the Curtis(R) Collection of text,
cover and writing papers. They also include coated groundwood
publishing papers for magazines, catalogs and commercial
printing, and customized specialty packaging and converting
papers that are developed and produced for specific customer end-
use products such as coated label papers, disposable medical
garments, paper plates, sandwich wrappings, coffee filters and

Separately, the company said it expects to report improved
operating results due to stronger sales volume and improving
market conditions when it releases its second quarter results
during the fourth week of July.

DANKA BUSINESS SYSTEMS: 5th & 6th Amendment To Credit Agreement
As of June 15, 1999, Danka Business Systems plc entered into the
fifth amendment to its credit agreement amending its
multicurrency credit agreement with a consortium of international
banks.  On July 13, 1999 the sixth amendment to its credit
agreement, together with the fifth amendment, received the
required approval of a majority in interest of the lenders and
amended the credit agreement, effective July 9, 1999.

The credit agreement has been amended to require minimum levels
of adjusted consolidated net worth, cumulative consolidated
EBITDA and ratio of consolidated EBITDA to interest expense.  The
amendments continue through July 31, 2000 the waiver of
compliance, with the requirements of certain other covenants,
that was waived in the waivers granted to the company by
the bank lenders in October 1998 and February 1999.

Terms of the amendments include an aggregate commitment by the
lenders of $995.6 million, effective July 9, 1999 through July
31, 2000. Danka paid a fee of $2.0 million related to the
execution of the fifth amendment and an additional payment equal
to $10.0 million is to be paid pursuant to the sixth amendment on
the earliest to occur of:  (i) July 31, 2000, (ii)
repayment of all amounts due under the credit agreement, and
(iii) sale of the company's outsourcing subsidiary, Danka
Services International.

Payments of approximately $2.4 million, $4.7 million and $9.3
million become due on October 31, 1999, December 31, 1999 and
March 31, 2000, respectively, if any amounts remain outstanding
under the credit agreement at those dates. With respect to the
period from July 1, 1999 through September 30, 1999, Danka will
be required to pay a fee equating to 0.25% annual interest on the
average outstanding loans under the credit agreement
if the average outstanding loans exceed $650.0 million.  During
the period from October 1, 1999 through December 31, 1999 this
fee will be increased to equate to 0.75% interest if the average
outstanding loans in that period exceed $650.0 million and 0.25%
if they do not.  Those rates will increase to 1.25% and 0.50%,
respectively, during the period from January 1, 2000 to March 31,
2000 and to 1.50% and 0.75%, respectively, during the period from
April 1, 2000 through July 31, 2000.

In addition, the sixth amendment permits the company to incur up
to $40 million  of additional indebtedness at any one time to
third parties to finance the purchase of high volume digital
copiers and secure such loans with liens upon the financed

The company agreed in the sixth amendment to use its best efforts
to sell the assets or equity of Danka Services International at a
price not less than their fair market value and on commercially
reasonable terms, subject to prior approval of the sale by the
majority in interest of the bank lenders.

Danka is required to apply 60% of the first $200 million of net
proceeds of any asset dispositions received prior to October 31,
1999 to repayment of amounts due under the credit agreement, to
so apply 80% of the next $200 million of such net proceeds and to
so apply 90% of any additional net proceeds to the extent any
amounts are outstanding under the credit agreement.  The company
is required to make such repayments with 80% of
such net proceeds received after October 31, 1999 up to the
excess of $400 million over the aggregate net proceeds received
on or before October 31, 1999 and 90% of any additional net
proceeds received after October 31, 1999.  The lenders
commitments under the credit agreement will be reduced by the
amount of all such repayments.

FPA MEDICAL: Plan Effective July 8
FPA Medical Management Inc., Miami, announced yesterday that its
Modified Second Amended Joint Plan of Reorganization, which the
Bankruptcy Court for the District of Delaware confirmed on May
26, was effective July 8, according to a newswire report. Under
the plan, FPA sold its clinical operations in Kansas City, San
Antonio and Florida to Humana Inc. and its remaining clinical
operations and the operations of Sterling Healthcare Group
Inc., a wholly-owned FPA subsidiary, to Coastal Physician Group
Inc. The FPA Creditor Trust, established for unsecured creditors,
also became effective on July 8. B.N. Bahadur of BBK Ltd,
Southfield, Mich. is trustee of the FPA Creditor Trust, and FPA
former Executive Vice President and General Counsel James A.
Lebovitz has been named the Plan Administrator for reorganized
FPA. (ABI 20-July-99)

FIRSTPLUS FINANCIAL: Committee Objects to Relief From Stay
The Official Unsecured Creditors' Committee of FirstPlus
Financial, Inc. objects to the motion of class plaintiffs in
Kahler et al. v. FirstPlus Financial Group, Inc., et al. for
relief from the automatic stay.  The Committee believes that the
plaintiffs' motion is not ripe for consideration until such time
as the Bar Date has passed and the court and other parties in
interest can determine the true existence of the potential
members.  The Committee also believes that the plaintiffs'
position is without merit and ignores the requirements,
procedures and underlying policy of he Code, to properly provide
each creditor with payment for its claim.    The Committee argues
that the plaintiffs must file proofs of claim with the court.

FIRSTPLUS FINANCIAL: Committee Objects To Sale of Mortgage Loans
The Official Unsecured Creditors' Committee objects to FirstPlus
Financial Inc.'s motion to sell a certain 2,790  mortgage loans
with a total face value of over $89 million to U.S. Bank National
Association, ND, to approve portfolio loan and sale agreement,
and to apply the proceeds of the sale to the claims of the lien
holders.  The Committee states that the sale as structured may
not achieve maximum value for the estate.

The Committee objects to the lack of a timetable for competitive
bidding, it says that the incremental bid requirements are
excessive, that the bid procedures are objectionable as they
require that competing bids may not be conditional in any
respect, and the Committee objects to the fee of almost $225,000
for Western Interstate Bancorp.

GANTOS INC: Appoints New Auditors
On July 12, 1999, Gantos Inc. appointed the accounting firm of
Deloitte & Touche LLP, independent public accountants, to audit
and report upon the financial statements of the company for the
year ending January 29, 2000. The Audit Committee of the Board of
Directors of the company approved the appointment. The company
assures the SEC that during the two most recent fiscal years, and
the subsequent interim period before engaging Deloitte &
Touche LLP, neither the company, nor anyone acting on its behalf,
consulted with Deloitte & Touche, LLP regarding the application
of accounting principles to a specified transaction, or the type
of audit opinion that might be rendered on the company's
financial statements.

HEALTHCOR HOLDINGS: Sells Home Medical Equipment Division
On June 30, 1999, HealthCor Holdings, Inc., a Delaware
corporation entered into and consummated an Asset Purchase
Agreement with Lincare Inc., a Delaware corporation. The Purchase
Agreement provided for, among other things, the acquisition by
Lincare of substantially all of the business and assets of
HealthCor's Home Medical Equipment Division for a purchase price
of $12 million plus an additional $1 million of assumed
liabilities. The assets disposed of include the operating assets
of the business in addition to all intangible assets,
intellectual property, all lists, records and files pertaining to
customers, all computer software and systems and related
licenses.  The liabilities assumed by Lincare include all debts,
liabilities and obligations of every kind incurred in connection
with Lincare's conduct of business or ownership of the purchased
assets from and after the closing date.

HECHINGER: Names Richard Lynch - CEO; Don Stallings - President
July 20, 1999--Hechinger Company announced the appointment of
Richard J. Lynch, Jr., 47, as chief executive officer, effective
immediately.  Lynch, who has been consulting for Hechinger
regarding its business operations, had previously served as
president and chief operating officer at The Sports
Authority. With his appointment today, Lynch also becomes a
member of Hechinger's board of directors. Lynch replaces Mark R.
Adams, who resigned from the Company to pursue other business
interests.  In addition, Hechinger announced the appointment of
Don Stallings as president and chief operating officer.
Previously, Stallings was executive vice president and chief
operating officer.  

HECHINGER: Receives Court Approval For $700M DIP
July 21, 1999--Hechinger Company announced today that it has
received Bankruptcy Court approval for up to $ 700 million in
debtor-in-possession ("DIP") financing from BankBoston Retail
Finance Inc. The Company said it will use the financing to fund
the normal business operations and other cash needs
during the bankruptcy proceeding.  As previously announced,
Hechinger Company filed on June 11 a voluntary petition under
Chapter 11 of the U.S. Bankruptcy Code in order to facilitate its
efforts to develop and implement an operational restructuring and
financial reorganization.

LEVITZ FURNITURE: Klaff Realty Acquires $93M Portfolio
Klaff Realty, LP, has announced the acquisition of two national
real estate portfolios from Levitz Furniture Corporation.  The
two portfolios, which Klaff purchased with joint venture partner
Philadelphia, Penn.-based Lubert/Adler Funds, total approximately
4.7 million square feet and were acquired for $93 million.

The portfolios were available for sale as a result of Levitz' s
restructuring plan following the company's bankruptcy filing in
late 1997.  To emerge from bankruptcy, the company needed to sell
its real estate assets. The Klaff-Lubert/Adler joint venture was
the successful purchaser.  Financing was provided by New York-
based CDC Mortgage Capital.

"We view this as an outstanding opportunity to create value in
key retail markets across the country, especially in California
and the Northeast." said Hersch Klaff, president of Chicago,
Ill.-based Klaff Realty, LP.  "We intend to reposition most of
these properties through redevelopment."

Levitz Furniture was founded in 1910 and has been known as one of
the premier furniture retailers in the country, with sales
exceeding $800 million in 1997. The company filed for bankruptcy
in September of that year and is in the midst of an aggressive
restructuring plan, which includes closing unprofitable stores
(downsizing from 127 to 63) and focusing the business on major
geographic corridors.

Historically, Levitz occupied large stores - 150,000 sf to
180,000 sf - and divided the space between showrooms and on-site
storage warehouses. The retailer's strategy going forward is to
downsize into a 40,000 sf to 60,000 sf store concept either in
existing locations or strip centers, while closing the warehouse
portion of the existing operating locations.

The restructuring plan included the sale of two property
portfolios. The first is a sale/leaseback transaction that
enabled Levitz to sell its real estate assets to the Klaff-
Lubert/Adler joint venture and subsequently lease back each
store.  Levitz will then give control of the warehouse portion
to the joint venture to lease to third parties.  The second
portfolio included properties that Levitz intends to close,
primarily for geographic reasons.

The first transaction involved 23 stores totaling 3,463,044
square feet of mostly free-standing showroom/warehouse facilities
situated primarily in the Northeast (Pennsylvania, New Jersey,
New York) and California.  Ten of the properties were owned by
Levitz and sold to the joint venture and 13 were leaseholds.  The
Klaff-Lubert/Adler joint venture acquired these interests
for $69,938,000.  The total capitalization of this portfolio has
been estimated at more than $100 million.

The second transaction involved 11 properties totaling 1,217,572
square feet, mostly in the South Florida market and the
Northeast.  The acquisition price was $23,600,000, with total
capitalization budgeted at $35 million.  The acquisition
included five fee-owned properties and the right to take
assignment of the leases of the remaining stores.

As operating partner, Klaff Realty, LP, is responsible for the
acquisition, property management, redevelopment, marketing,
leasing and eventual disposition of the portfolio.

1999 Levitz Store Portfolio

Closed Stores

Miami                               Miami
10200 Quail Roost Dr.               7795 SW 6th Street
Cutler Ridge, FL                    Plantation, FL
107,792 sf                          64,120 sf

Miami (Palmetto)                    Independence
1400 NW 167th St.                   3920 D. Noland Road
Miami, FL                           Independence, MO
181,244 sf                          53,915 sf

Arlington                           West Palm Beach
2901 E. Pioneer Pkwy                3001 Okeechobee Blvd.
Arlington, TX                       Palm Beach, FL
76,448 sf                           32,579 sf

Kansas City                         Glen Burnie
9325 Rosehill Road                  50 Orchard Road
Lenexa, KS                          Glen Burnie, MD
167,465 sf                          149,787 sf

Baltimore                           Rockville
6610 Baltimore National Pike        12011 Rockville Pike
Baltimore, MD                       Rockville, MD
41,914 sf                           156,437 sf

Falls Church
2950 Gallows Road
Falls Church, VA
155,871 sf

Sale/leaseback Properties

Farmingdale                         Willowbrook
90 Price Pkwy.                      531 Route 46
Farmingdale, NJ                     Fairfield, NJ
180,229 sf                          157,229 sf

Minneapolis                         Cherry Hill
12301 Dupont Ave. S.                1001 Church Rd.
Burnsville, MN                      Cherry Hill, NJ
167,905 sf                          157,093 sf

Langhorne                           Mesa
1661 E. Lincoln Hwy                 225 S. Dobson Rd
Langhorne, PA                       Mesa, AZ
158,687 sf                          149,882 sf

Northridge                          Redondo Beach
19350 Nordhoff St.                  1601 Kingsdale Ave.
Northridge, CA                      Redondo Beach, CA
185,643 sf                          190,352

San Francisco                       San Leandro
900 Dubuque Ave                     3199 Alvardo St.
South San Francisco, CA             San Leandro, CA
157,700 sf                          242,294 sf

Fresno                              Sacramento
4525 W. Shaw Ave                    4741 Watt Ave.
Fresno, CA                          North Highlands, CA
123,926 sf                          154,181 sf

Hartford                            Modesto
55 Graham Place                     1604 Sisk Rd.
Southington, CT                     Modesto, CA
160,396 sf                          64,347 sf

Paramus                             Portland 2
545 Route 17 South                  9770 SW Scholls Ferry
Paramus, NJ                         Tigard, OR
155,615 sf                          39,999 sf

Roosevelt Field                     Portland
895 E. Gate Blvd.                   13631 SE Johnson
Garden City East, NY                Milwaukie, OR
148,534 sf                          156,293

Woodbridge                          Seattle 2
429 Route 1 South                   20111 46 Ave West
Iselin, NJ                          Lynwood, WA
92,078 sf                           66,133 sf

St. Paul                            La Puente
3201 Country Dr.                    17520 E. Castleton
St. Paul, Mn                        City of Industry, CA
166,122 sf                          71,729 sf

2420 N. Oxnard Blvd.
Oxnard, CA
152,959 sf

LIFEONE: Court Upholds Involuntary Bankruptcy Dismissal
The U.S. Court of Appeals for the Fifth Circuit affirmed the
decision of the U.S. District Court for the Western District of
Louisiana dismissing the involuntary bankruptcy petition
against LifeOne Inc., North Bethesda, Md., according to a
newswire report. Black Sea Investments Ltd. and Autost Anstalt
Schaan had appealed the U.S. District Court's ruling ordering the
bankruptcy court to dismiss the involuntary petition filed
against LifeOne last August. (ABI 20-July-99)

LOEHMANN'S INC: Seeks Agreement With Liquidation Agent
The debtor, Loehmann's Inc. seeks approval of an agreement with a
liquidation agent to conduct store closings.  The debtor has
targeted 14 stores for closure .  The debtor has selected the
Hilco/Great American Group to conduct the GOB sales and to act as
a "stalking horse" for soliciting competitive bids from other
professional liquidators.

The Agent will guarantee to the debtor a minimum return on the
GOB sales equal to 25.1% of the aggregate of the retail price of
each item of inventory at the stores.  The agent shall make the
guaranteed payment to the debtor in cash within 48 hours after
receipt of and verification of the certification of the inventory
by the inventory taking service.  After payment of the Guaranteed
payment and GOB expenses, the agent is entitled to retain
additional proceeds.

LOEHMANN'S INC: To Retain PricewaterhouseCoopers as Consultant
The debtor, Loehmann's Inc. seeks to retain and employ
PricewaterhouseCoopers LLP as strategic retail consultant to the
debtor, nunc pro tunc to June 7, 1999.  Among the services it
will provide to the debtor, PricewaterhouseCoopers will review
existing business plan assumptions relative to industry and
competitive forces; develop optimal merchandising strategy
maximize gross margin dollars, through in-depth analysis of
merchandise performance and sourcing; review and assess store
lay-out and in-store merchandising strategy to enhance space
productivity; analyze consumer research to validate repositioning
initiatives; review and assess customer marketing and promotional
strategy; assess store level execution and location variables
versus core competitive set to enhance sale and customer shopping
patronage; review a pro-forma analysis of the revised business
strategy assumptions to assess feasibility and performance
potential; facilitate a series of strategic planning sessions
with key members of management; document the debtor's revised
business strategy; attend meetings with creditors and make
presentations to the debtor's board of directors and with mutual
consent, provide any other strategic advisory services concerning
a restructuring.

The firm will charge its customary hourly rates for the services
performed.  The following personnel will have primary
responsibility for consulting with the debtor:

Michael Korotkin $695/hr.
Jennifer Crites $490/hr.
Christa Hart $496/hr.
Terrance Grossman $360/hr.
Kiera Magher $230/hr.
Andrew Pressner $185/hr.

LOEWEN GROUP: Receives Final DIP Financing Approval
The Loewen Group Inc., Vancouver, announced that the bankruptcy
court has given final approval for its $200 million debtor-in-
possession (DIP) facility led by First Union, according to a
newswire report. The Loewen Group filed chapter 11 in the
District of Delaware and also filed for creditor protection under
the Canadian Companies' Creditors Arrangement Act (CCAA) on June
1. The company owns or operates more than 1,000 funeral homes and
more than 400 cemeteries in North America and the United Kingdom.
(ABI 20-July-99)

MEDPARTNERS: Court Approves Sale of So California Assets
MedPartners Inc., Birmingham, Ala., has received approval from
the bankruptcy court on its definitive agreement with the state
of California that will provide a comprehensive settlement
related to its California physician practice management assets,
including the operations of MedPartners Provider Network Inc.,
which is in chapter 11, according to a newswire report.
MedPartners expects the settlement will be effective in two
weeks. The court also approved the sale of virtually all of the
remaining Southern California assets, including the sale of
physician practice management assets related to Mullikin Medical
Group and Southern California Medical Corp. to KPCAcquisition
Corp. the court also approved the sale of assets related to
Talbert Medical Group and MedPartners' hospice and home health
operations. (ABI 20-July-99)

MOBILE ENERGY SERVICES: Seeks Order Further Extending Exclusivity
The debtors Mobile Energy Services Company LLC and Mobile Energy
Services Holdings, Inc. seek an order further extending their
exclusive periods.  The debtors seek an extension through to and
including October 18, 1999 and December 13, 1999 for their
exclusive periods to file a plan and solicit acceptances to a
plan, respectively.

The debtors represent that they have been working closely with
the Ad Hoc Bondholders committee throughout this matter and as a
result have made significant headway toward the formulation of a
successful plan of reorganization. The debtors have embarked upon
several significant projects, such as the installation of the
refurbished steam turbine, which are crucial for the long term
viability of the Energy Complex and a successful plan of
reorganization relating thereto.  The debtors are currently
negotiating with S.D. Warren, Kimberly Clark, the Ad Hoc
Bondholders Committee and other parties in interest in an attempt
to resolve such issues.  The debtors anticipate that these issues
will either be resolved by agreement or alternative courses of
action pursued before October 18, 1999.

NATIONAL HEALTH & SAFETY: Files Chapter 11 Bankruptcy Proceedings
On July 1, 1999, National Health & Safety Corporation, a Utah
corporation having its principal offices in Warminster,
Pennsylvania, voluntarily filed for reorganization under Chapter
11 of the United States Bankruptcy Code in the Untied States
Bankruptcy Court of the Eastern District of Pennsylvania.

Management of the company anticipates that it will file a Plan of
Reorganization for consideration by its creditors and
shareholders and for ultimate approval by the Bankruptcy Court.  
As of this date no definitive plan has been presented to the

ONE STOP WIRELESS: phoneXchange Receives $ 750,000 and Assets
July 21, 1999--phoneXchange Inc. (OTCBB:PHNE) announced it has
received $ 750,000 in cash and certain assets from the Bankruptcy
Estate of One Stop Wireless of America Inc.

The Chapter 11 plan of reorganization confirmed by the Federal
Bankruptcy Court on June 29, 1999, call for $ 750,000 in cash and
certain assets to be invested in phoneXchange in exchange for
200,000 shares of the company's common shares issued under Rule
144. The company plans to use the cash and assets for network
build-out and expansion, as well as working capital. phoneXchange
is a  majority-owned subsidiary of Integrated Communication
Networks Inc. (OTCBB:ICNW).

"This confirmation by the Bankruptcy Court has re-affirmed
phoneXchange's Business Plan and will assist in rapidly expanding
our International Long Distance Service," said David J. Chadwick,
president and chief executive officer of phoneXchange Inc. "We
are very excited of the positive outcome of this lengthy process
and look forward to focusing our efforts on build-out and
network expansion."

phoneXchange Inc., is one of the fastest growing U.S.-based
wholesale carriers of both domestic and international
telecommunication services. The company is an emerging
multinational carrier focusing primarily on the international
long distance market. The company offers highly reliable, low-
cost switched voice and data services on a wholesale basis,
primarily to U.S. based carriers. phoneXchange provides
international long distance service through more than 200 foreign
termination relationships, international gateway switches,
leased and owned transmission facilities and resale arrangements
with other long distance providers.

PHP HEALTHCARE: Notice of Solicitation of Bids
PHP Healthcare Corporation is soliciting offers to purchase
certain HCC assets. An auction will take place on July 30, 1999
at the offices fo Richards, Layton & Finger, Wilmington.  The
bidding procedures include a requirement of an initial cash bid
of at least $2.85 million, which is $150,000 in excess of an
offer already received.  It must be accompanied by proof in a
form satisfactory to PHP of the offeror's financial ability to
consummate its offer to take an assignment of the HCC assets; it
must include a $75,000 cash deposit.  A hearing to approve the
assumption and assignment of the HCC Assets to the highest and
best bidder will be held on August 3, 1999 at 2:00 PM.

PINNACLE BRANDS: Seeks Extension of Exclusivity
The debtors, Pinnacle Brands, Inc. et al. seek an order extending
the debtors' exclusive periods within which to file a plan or
plans of reorganization and solicit acceptances thereof.  A
hearing will be held before the Honorable Mary F. Walrath on July
29, 1999 at 10:00 AM.

By this motion, the debtors seek entry of an order further
extending the exclusive filing period for approximately 45 days,
to and including September 1, 1999, and further extending the
Exclusive Solicitation Period for approximately 45 days, to and
including November 1, 1999.

The debtors have concluded the sale of their Optigraphics assets
to Performance and are now undertaking the claims reconciliation
process,  In addition, the debtors are engaged in the process of
formulating and finalizing a consensual liquidating plan of
reorganization and have had numerous discussions with their
various creditor constituencies regarding obtaining their consent
to such a plan.    The debtors represent that given the current
status of these cases, an extension of the exclusive periods is
necessary and appropriate to enable the debtors to conclude the
plan negotiation process with their creditor constituencies and
to work towards the implementation of such a consensual plan
which would provide for the distribution of the proceeds from the
Performance and Playoff sales and the disposition of any
remaining assets.

PONDEROSA FIBRES: Court Confirms Reorganization Plan
The U.S. Bankruptcy Court in Reading, Pa., has confirmed a
reorganization plan for Ponderosa Fibres of Pennsylvania
Partnership filed by the company's bondholders. "In
particular, the Court specifically finds that the amount of
Claims arising under the Bonds properly allowed and classified as
unsecured deficiency claims in Class 3 is, in the aggregate,
$50,000,000 and that each holder of one or more Bonds has an
allowed unsecured claim in Class 3 in an amount equal to such
holder's pro rata share of $50,000,000," the court's June 24
order concluded. As reported, the recycled wastepaper de-inking
pulp mill operator's bondholders filed a reorganization plan and
disclosure statement on Feb. 26, three months after the company's
exclusivity was allowed to expire. The disclosure statement and
plan were amended on April 27 and, after a hearing that day, the
court subsequently approved both documents. Under the amended
plan, the company would be restructured as a limited liability
company managed by a board of five managers appointed by Elliot
Associates L.P., Westgate International L.P., Trust Company of
the West, B III Capital Partners, L.P. and parent Ponderosa
Fibres of America Inc. The plant was expected to reopen during
the summer. The confirmation order also approved an exit
facility for the company comprised of up to $15 million, which
will be used to fund distributions under the plan, as well as the
creation of an escrow account funded by up to $8 million to be
used for working capital needs upon emergence from Chapter 11.
(The Daily Bankruptcy Review and ABI Copyright c July 20, 1999)

PRIMARY HEALTH SYSTEMS: Order Extends Exclusivity
The US Bankruptcy Court for the District of Delaware entered an
order on July 13, 1999 extending the exclusive periods of the
debtors through and including August 31, 1999 for the filing
period, and November 1, 1999 for the period during which the
debtor shall have the exclusive right to solicit acceptances.

QUALITECH STEEL: Banks Are Set To Take Possession
With no buyer on the horizon, Qualitech Steel Corp.'s banks are
set to take possession of the ailing steel company next month,
under an order made in U.S. Bankruptcy Court Monday.

And that's potentially bad news for Indiana taxpayers, who,
once the banks take control, will have to repay millions of
dollars in state-backed bonds used to lure the plant to Indiana
three years ago.

The bankruptcy court on Monday accepted a "credit bid" from the
banks valued at $ 180 million.  In effect, those lenders, who are
owed more than $ 265 million, are trading part of their debt for
ownership of the Hendricks County company. A specific closing
date has yet to be established. However, Qualitech executives and
lawyers said other steel companies are still interested in the
Pittsboro company, even though no deal could be reached prior to
Monday's court hearing.

"We still think there ought to be a deal," said William Kohn,
an attorney for Qualitech.

Taxpayers are involved in the financially ailing steel company
because of a state and local incentive package aimed to bring
Qualitech and its hundreds of jobs to Indiana. As part of its
financing, Qualitech issued $ 33 million in "moral obligation
bonds" that paid a lower interest rate because they were backed
by the state. The banks have collateral and are the highest-
ranking creditors Qualitech has.  Other creditors - which include
the state - are known as "unsecured creditors," don't have such
collateral. Qualitech is hoping to find a buyer that will agree
to pay the moral obligation bonds.  Kohn said the company's goal
is to reach an agreement with a steel company before the August
date when the banks take possession.

Several steel companies have examined Qualitech's operations.
Qualitech met with potential buyers late last week but couldn't
negotiate a sales agreement. One of them, a group headed by
Steel Dynamics Inc. of Butler, remains interested in purchasing
Qualitech, but has been at odds with the banks. Two foreign
corporations, Japan's Mitsubishi and Spain's Sidenor SA, have
talked about jointly trying to buy Qualitech but haven't made a
decision to pursue a deal. Meanwhile, Kohn said the interest of
another potential bidder, Ispat International, owner of Ispat
Inland Steel, has cooled. For now, however, the banks are in
control of Qualitech's fate. The banks on Monday agreed they
would give one group of unsecured creditors a 5 percent stake in
Qualitech when the deal is closed. Another group, which includes
the state and its obligation for the bonds, will receive a $ 7.5
million note that is due in 2010.

An attorney for the banks said that they were prepared to put in
up to $85 million dollars into Qualitech's operations.  That
includes $30 million the banks already provided since Qualitech
filed for Chapter 11 bankruptcy protection in March. As things
stand now, the steel operations in Pittsboro will no longer be
affected by the bankruptcy case once the banks take possession in
August. The steel mill, which employs about 300 people, continues
to operate and is trying to expand its production. The bankruptcy
court will still oversee distribution of funds to creditors.

SANTA FE GAMING: Court Approves Pioneer Interest Payment
Pioneer Finance Corp., a subsidiary of Santa Fe Gaming Corp.,
announced that the Bankruptcy Court for the District of Nevada
issued an order yesterday approving the cash payment by Pioneer
Finance of 50 percent of the interest due on the 13.5 percent
first mortgage notes for the period Dec. 1, 1998-May 31, 1999,
according to a newswire report. The interest payments are
expected to be paid before the end of the month. In accordance
with the court order, cash interest payments with respect to the
notes for which consents were not received will be held in
reserve until confirmation of a reorganization plan. (ABI 20-

SOUTHERN MINERAL: Announces Restructuring Plans
Southern Mineral Corporation (Nasdaq: SMIN) announced that its
Board of Directors has approved a restructuring of the Company
that involves a $20.6 million equity infusion, the sale of
certain properties in Texas and an exchange offer for its 6.875%
Convertible Subordinated Debentures due 2007.  The restructuring
plan comes after an extensive process by the Company to evaluate
strategic opportunities for the Company to maximize shareholder
value.  The Company expects that the restructuring, including the
equity infusion, and the asset sale will improve the Company's
financial condition and allow the Company to pursue new
opportunities for growth in the future.

The sale of the Company's properties consists of the sale of
certain proven and unproven property interests in Texas to ANR
Production Company, for $16.28 million, subject to certain
adjustments.  The properties include all of the Company's
interest in the Brushy Creek and Texan Gardens Fields in
Dewitt, Lavaca and Hidalgo counties of Texas.  The transaction is
expected to close by early August 1999, following the
satisfaction of certain conditions, but is not conditioned on the
restructuring transactions described below. The Company expects
that the proceeds from the sale will be used primarily
for reduction of its domestic bank indebtedness with the
remainder, if any, for general corporate purposes.

The financial restructuring involves a $20.6 million equity
investment by affiliates of EnCap Investments L.L.C. (EnCap) in
exchange for 43,829,787 newly issued shares of the Company's
Common Stock pursuant to a Stock Purchase Agreement, which number
of shares will represent a controlling interest in the Company.  
With over $1 billion in funds under management, EnCap Investments
L.C. is an institutional funds management firm specializing in
financing the upstream and midstream sectors of the oil and gas
industry. EnCap is a wholly-owned subsidiary of El Paso Energy
Corporation (NYSE: EPG).

The EnCap transaction is conditioned upon, among other things,
exchange of at least 98% of the Company's outstanding Convertible
Debentures for a combination of cash, Common Stock and warrants
to purchase Common Stock and receipt of certain third party
consents.  For each $1,000 principal amount of Convertible
Debentures (including accrued interest), the Company will offer
to exchange (1) 377.8 shares of Common Stock, (2) warrants to
purchase 188.9 shares of Common Stock for a period of three years
for an exercise price of $1.50 per share, and (3) $241.50 in
cash.  Consummation of the restructuring is also conditioned upon
shareholder approval of the issuance of the additional shares to
EnCap and the shares and warrants to the debenture holders.  
Certain fees will be payable to EnCap in connection with the

If the exchange offer is unsuccessful, but certain other
conditions are met, the Company may proceed with the EnCap
investment and the restructuring of its capital structure through
a prepackaged plan of reorganization under Chapter 11
of the U. S. Bankruptcy Code.

Southern Mineral Corporation is an oil and gas acquisition,
exploration and production company that owns interests in oil and
gas properties located along the Texas Gulf Coast, the Mid-
Continent, Canada and Ecuador.  The Company's principal assets
include interests in the Big Escambia Creek field in Alabama
and the Pine Creek field in Alberta, Canada.  The Company's
Common Stock is listed on the Nasdaq National Market under the
symbol SMIN, and its Convertible Debentures are listed on the
Nasdaq Smallcap Market under the symbol SMING.

STARTER: Applies To Employ Peter Apatow, CPA
The debtors, Starter Corporation, et al. seek court authority to
employ Peter Apatow, CPA as accountant.  Apatow will prepare
federal and state income tax returns and payroll tax returns,
which may be necessary and he will research and respond to any
specific tax claims raised against the debtors, including, but
not limited to, management of state tax examinations in process
and management of state income tax refunds resulting from mark-
to-market adjustments, examinations and overpayments.  He will
also render tax consulting services regarding the bankruptcy
proceeding, business windup, and ordinary vs. capital gain
treatment on bulk asset sales.  Apatow's hourly rate is $100.

SYNCRONYS SOFTCORP: Case Converted To Chapter 7
July 20, 1999--Syncronys Softcorp (OTC BB:SYCR) announced on
Tuesday that at a hearing in Syncronys's Chapter 11 bankruptcy
case pending before the United States Bankruptcy Court for the
Central District of California, the bankruptcy court converted
Syncronys's Chapter 11 bankruptcy case to Chapter 7.

The hearing was set by the bankruptcy court as an Order to Show
Cause why Syncronys's Chapter 11 case should not be dismissed or
converted.  The Bankruptcy Court set the hearing after denying
Syncronys's Disclosure Statement. Syncronys requested the
Bankruptcy Court to dismiss its Chapter 11 case.

Syncronys is profoundly disappointed in the Court's decision.
Management is considering filing a Motion for Reconsideration. If
the Motion for Reconsideration is filed, there is no assurance
that such Motion will be granted.

THORN APPLE VALLEY: Objects To Termination of Exclusivity
The debtor claims that the Committee misread provisions in an
interim order for the extension of exclusivity, believing that
the Bank Group had "veto power over any plan."

The debtor disagrees with the Committee's interpretation of the
Interim Order and Final Order as giving the Bank Group such veto
power.  The debtor denies that its estate is administratively
insolvent and that the debtors did not attempt to negotiate a
plan.  Furthermore, the court has determined that it will
consider both the IBP and the Excel transaction at the same time,
making the Committee's objection moot.  The debtor states that
none of the factors which constitute cause for shortening of
exclusivity are present, whereas the factors which justified
denial of termination are present.

The debtors, Thorn Apple Valley, Inc., et al. seek authority to
obtain secured credit, in addition to that previously obtained,
for payment of costs and expenses incurred in the ordinary course
of the debtor's business. In order to continue their operations
through the period within which the debtors expect to consummate
the Proposed Sale, the debtors require the use of additional
financing beyond the amounts provided for in the existing DIP
Financing Order.  

The amended DIP Facility will consist of a revolving credit
facility of up to $57.4 million, which amount shall include all
pre-petition indebtedness other than the prepetition Term Loan
prepetition principal balance of which term loan was
approximately $70 million plus the New Funds Amount.

WESTERN DIGITAL: Offers 1,608,898 Shares To Investor
Western Digital Corporation is offering 1,608,898 shares of its
common stock to an institutional investor.  The announcement is
made in a prospectus supplement.  The common stock will be
purchased at a negotiated purchase price of $6.21543442 per
share. This price reflects the average of recent trading prices
of the company's common stock on the New York Stock Exchange, net
of a 2.75% discount. Western Digital will not pay any commissions
or other compensation in connection with the sale of common

The net proceeds to the company from this offering will be $10
million. Western Digital plans to use the net proceeds for
general corporate purposes, including working capital. Pending
use of the net proceeds for any of these purposes, the company
advises it may invest in short-term investment grade instruments,
interest-bearing bank accounts, certificates of deposit, money
market securities, U.S. government securities or mortgage-backed
securities guaranteed by federal agencies.

On July 15, 1999, the last reported sales price of Western
Digital's common stock on the New York Stock Exchange was $6 7/8
per share. The common stock sold under the prospectus supplement
will be listed on the New York Stock Exchange.

As of July 3, 1999 and before the issuance of shares pursuant to
this prospectus supplement, the company had 90,608,828 shares of
common stock outstanding.

WIRELESS ONE: MCI WorldCom Finalized Plans For Purchase
Wireless One will become subsidiary of MCI WorldCom (MCIW), which
is paying shareholders $22.61 million in cash ($1.31 per share)
for company.  Earlier this year, MCIW was reported to have
made investments in Wireless One bonds.  "MCI WorldCom has the
resources to accelerate our strategies to deploy Wireless One's
high-speed 2-way wireless data transmission services to
businesses in the company's 11 southeastern states footprint,"
Wireless One CEO Henry Burkhalter said.  Under amended
reorganization plan, Wireless One said holders of its 2 series of
unsecured notes will be paid all principal and accrued interest
or "full accreted value" of senior notes.  It said amended
reorganization plan still is subject to approval by bankruptcy
court.  MCIW has acquired wireless cable operators CAI Wireless
and PrimeOne Tele-TV this year, with Strategic Development Vp
Robert Finch saying last week that company would do more if price
were "fair" (CD July 14 p2). Wireless One has licenses in MMDS
and WCS spectrum and has marketing alliance with DirecTV.

WORLDCORP: Subsidiary Follows Parent, Files Chapter 11 Bankruptcy
On July 2, 1999, WorldCorp's 80%-owned subsidiary, WorldCorp
Acquisition Corp. filed a voluntary  petition  for relief under
Chapter 11 of the United States  Bankruptcy Code. Acquisition's
Chapter 11 case has been consolidated  for  purposes  of  
administration  with  In  re WorldCorp, Inc., which was filed
February  12,  1999 and is  currently  pending in the Bankruptcy  
Court for the District of Delaware.  No trustee or examiner has
been appointed in either case. Any plan of  reorganization  is
expected  to  provide  for a  restructuring  of indebtedness of
both corporations.

Acquisition, a Delaware corporation, is a holding company.
Acquisition owns interests in World Airways, Inc., a provider of
air transport outsourcing services; and The Atlas Companies,  
Inc., formerly known as Paper Acquisition Corp., a maker of  
specialty  papers.  WorldCorp has guaranteed certain indebtedness
of Acquisition and has granted liens on certain of its assets to
secure that guarantee.  In addition, Acquisition has granted
liens on certain of its assets to secure obligations of
WorldCorp.  WorldCorp's assets consist primarily of 80% of the
stock of Acquisition and approximately 28% of the stock of
InteliData Technologies Corporation, a publicly traded marketer
of telecommunications products and services.

WorldCorp filed its Chapter 11 petition on February 12, 1999,  
together with a proposed plan of reorganization that had been
prenegotiated with representatives  of its  various  creditor  
constituencies and an accompanying disclosure statement. On March
21, 1999, WorldCorp proposed a First Amended Plan of  
Reorganization  in an attempt to deal with objections  raised by
holders of WorldCorp's 10%  Senior  Notes  due September  30,  
2000.  Subsequently, most of the Senior Notes were purchased by  
Rothschild  Recovery Fund,  L.P., the  holder  of the largest  
amount of  WorldCorp's  7% convertible  Subordinated Debentures
due 2004.  Both the original proposed plan of reorganization and
the proposed First Amended Plan contemplated a  restructuring   
of the obligations of  both  WorldCorp  and   Acquisition.  
Acquisition and Rothschild Recovery Fund were proponents of both

On July 9, 1999, WorldCorp and  Acquisition  entered  into a  
proposed settlement with World Airways,  a 49%-owned  subsidiary
of Acquisition that is also a creditor of  WorldCorp.  The  
settlement,  which is subject to Bankruptcy Court  approval,  
contemplates  the  transfer  of  Airways shares to Airways in
satisfaction  of its  claims  against  WorldCorp  and
the sale to Airways or its designated buyer for cash of
additional Airways shares owned by Acquisition. The Acquisition
Chapter 11 case was filed in preparation for seeking approval of
and implementing the proposed settlement with Airways.

On July 14, 1999, WorldCorp and Acquisition filed a  lawsuit  in
the Bankruptcy Court against Sun Paper Advisors,  Inc., Sun
Capital  Partners, Inc. and the following  companies:  Sun Paper
Limited  Partnership,  Frye Acquisition Partners,  Beacon  Hill  
Financial  Investment  Partners I Limited  Partnership, Transcom  
Investments  N.V.,  Mabufin  N.V.,  Indofin N.V.,  and Philip
Roman & Company for recovery of property  transferred
and the avoidance of obligations  incurred and liens granted to
Sun Advisors,  Sun Capital and the Paper  Shareholders  in
connection with the acquisition  of  Atlas  in  April  1998.   
WorldCorp and Acquisition seek a complete  rescission of this
transaction such that WorldCorp and the Paper  Shareholders will
be restored to full ownership of their original assets, and all
liabilities,  obligations and liens incurred by WorldCorp in the
transactions will be canceled. Additionally, WorldCorp
seeks damages, including compensation for the loss of value of
WorldCorp's assets since April 20, 1998.

Pursuant to a settlement agreement with Rothschild Recovery Fund
that was approved by the Bankruptcy Court on June 17, 1999,  
Patrick F. Graham resigned as an officer and director of
WorldCorp and Acquisition as of that date. Subsequently, on June
28, 1999, Mark Feldman replaced Mr. Graham as a director of  
WorldCorp  and Acquisition  and was also appointed President and
Chief  Executive  Officer of WorldCorp  and  Acquisition.  
Acquisition has retained Mr. Joseph Dryer as its Corporate
Secretary and Treasurer.

WORLDWIDE DIRECT: Taps Joseph Finn Co. as Auctioneers
One of the debtors, SmarTalk, seeks court approval to employ
Joseph Finn Co. as auctioneer for certain excess inventory and
equipment.  Joseph Finn Co. will charge a buyer's premium of 10%
at the auction as its compensation for auction services.  Also,
Joseph Finn Co. will receive the reimbursement of up to $3,500
for the actual and reasonable costs of the auction, including
advertising, site and sale preparation, labor, and armored car

ZENITH: Soliciting Bondholder Votes
Glenview, Illinois-based Zenith Electronics Corp. began
soliciting bondholder votes for its prepackaged plan of
reorganization. The plan, which will replace $103.5 million of
6.25 percent convertible subordinated debentures with $50 million
of new 8.19 percent senior debentures due November 2009,
received the backing of a bondholder group in April. The voting
deadline is Aug. 20. The company intends to promptly file the
accepted plan in U.S. Bankruptcy Court and seeks its
confirmation. The company will continue to operate its
business as normal under Chapter 11, Zenith said.


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