TCR_Public/991007.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, October 6, 1999, Vol. 3, No. 194

CASA LASALLE: Furniture Stores Announce Closing of Ohio Stores
DEVLIEG-BULLARD: Order Authorizes Debtor To Sell Powermatic
GENESIS DIRECT: Committee Taps Ravin, Greenberg
GENESIS DIRECT: Taps Gruppo, Levey as Financial Advisors
GULF STATES STEEL: Applies To Engage McDonald Investments

HARNISCHFEGER: Key Employee Retention Plan Wins Court OK  
ICF KAISER: Trumpets Proposed Debt-for-Equity Swap
ICO GLOBAL: Chairman Lundberg Resigns
JAY JACOBS: Seeks Approval of Auction
LOEHMANN'S: Order Authorizes Debtor To Retain DJM

MCGINNIS PARTNERS: Equity Seeks To Employ Consulting Experts
MERRY-GO-ROUND: How to Avoid Tax on $185 Million Settlement
MITA COPYSTAR: Mita to Emerge as a Kyocera Subsidiary
NEVADA BOB'S: Nevada Bob's Canada  - Largest Golf Retailer
PHILIP SERVICES: Confirmation Hearing Set

PLUMA INC: Plan of Liquidation of Assets
PRIMARY HEALTH SYSTEMS: Order Approves Employ of Arthur Andersen
SHOE CORP: Seeks To Extend Exclusivity
SUCCESS MULTIMEDIA: Debtors Authorized To Obtain Secured Credit
TELEPAD: Motion of Trustee To Approve Compromise

TELEPAD: Order Approves Disclosure Statement
TELETRAC, INC.: Confirmed Plan Wipes-Out Equity
TELETRAC INC: Settlement and Compromise With Associates Capital
UNITED COMPANIES FINANCIAL: Committee Taps Pentalpha Group
U.S. RESTAURANT: Completes $55 Million Sale
WESTERN DIGITAL: Just Ignore the Upside-Down Balance Sheet


CASA LASALLE: Furniture Stores Announce Closing of Ohio Stores
Hilco/Great American Group and its joint venture partner Gene
Rosenberg Associates Inc. announced today that they have won the
right in U. S. Bankruptcy Court to liquidate Casa LaSalle
Furniture Stores in Ohio.  Jeffrey Scott Yellen a Vice President
of Hilco/Great American Group, said that it is common for
retailers to seek professional assistance for these kind of
sales. "We specialize in conducting and supervising retail sales
of all kinds and have conducted major inventory management
projects throughout the United States and Canada." Jeffrey Yellen
also stated, "Our first priority is to review all customer
special orders. We anticipate the going out of business sale to
start mid-November." Casa LaSalle was a well respected furniture
retailer that had been in business since 1949.  "We've conducted
this type of sale for a variety of retail companies" said Sid
Lambersky a Vice President of Hilco/Great American Group, "in the
last 12 months we have liquidated over $ 2 billion worth of
merchandise for such clients as Levitz Furniture, Loehmann's,
Cosmetic Centers, Uptons, MJ Designs and Reliable Furniture.
Lambersky added that, "We can offer the customer first quality,
name brand furniture at exceptional prices in convenient
locations." Gene Rosenberg Associates is a leading liquidation
firm specializing in the furniture industry.  The Hilco/Great
American Group handles all aspects of the sale, including
supervising, staffing, marketing and financing the complete
operation of inventory liquidations and store closings.
The management of Hilco/Great American Group is comprised of
experienced personnel from a variety of retail organizations.  
Hilco/Great American Group is an international retail advisor,
strategic liquidation and financial firm, with offices in
Chicago, Boston, Toronto, New York and Los Angeles.

DEVLIEG-BULLARD: Order Authorizes Debtor To Sell Powermatic
The US Bankruptcy Court for the Northern District of Ohio,
Eastern Division, entered an order authorizing the debtor to sell
substantially all of the debtor's "Powermatic Assets."

As a result of an auction conducted on September 27, 1999 Jet
Equipment & Tools, Inc. was the prevailing bidder and agreed to
pay a purchase price of $8.5 million in exchange for the
Powermatic Assets.

GENESIS DIRECT: Committee Taps Ravin, Greenberg
The Official Committee of Unsecured Creditors of Genesis Direct
Inc. are seeking court approval to employ the law firm of Ravin,
Greenberg & Marks, P.A. as its Counsel.  A meeting for the
purpose of forming the Committee was convened by the Office of
the United States Trustee on Thursday, August 26, 1999.  

GENESIS DIRECT: Taps Gruppo, Levey as Financial Advisors
The debtors, Genesis Direct, Inc., et al. seek authority to
employ Gruppo, Levey & Co. as financial advisors to the debtors
to advise the debtors on matters relating to the sale of Carol
Wright Gifts, LLC and The Edge Company Catalog, LLC which are
debtors and subsidiaries of debtor Genesis Direct, Inc.  The
debtors believe that the retention of the firm is necessary in
order to assist the debtors with the sale of the companies.  The
firm shall provide the following services;

Prepare Descriptive information regarding the companies;

Assist in organizing and conducting internal meetings with regard
to developments in the sale of the companies;

Solicit interest from potential purchasers

Provide written updates to the debtors with respect to potential

Review and evaluate all indications of interest or proposals
receive from potential purchasers

Advise the debtors on strategic issues relating to the sale of
the companies;

Assist the debtors in developing a negotiating strategy for the
sale of the companies;

Assist the debtors in performing financial due diligence on
potential purchasers

Provide general assistance in implementing and closing the sale
of the companies.

GLC has requested that the debtors pay GLC an aggregate
transaction fee of $300,000 for the sale of the companies if the
sale occurs during the period when GLC is retained by the debtors
or within 6 months after expiration or termination of the GLC
Retention Agreement.

GULF STATES STEEL: Applies To Engage McDonald Investments
The debtor, Gulf States Steel, Inc. of Alabama seeks authority to
retain McDonald Investments Inc., as investment banker to the

The debtor alleges that due to the size and complexity of the
debtor's operations and finances, the fact that the debtor has
outstanding publicly-traded securities and the likely need of the
debtor to engage in a significant financing or M&A transaction in
order to reorganize, it is necessary to employ and retain
investment bankers to render such advisory services as will be
needed in connection with the case.

The firm will provide the following services:

Assist the debtor in the development of a long term business plan
based upon a review of the debtor's business, operations, and
financial projections;

Assist the debtor in determining an appropriate capital structure
for the debtor, including its debt capacity based on the long-
term business plan;

Assist the debtor in arranging for negotiating, and documenting
DIP financing or use of cash collateral during the Chapter 11
case, if requested;

Assist the debtor in evaluating, negotiating and documenting
capital markets transactions in connection with the debtor's
emergence from Chapter 11, including identifying sources of debt
or equity capital and negotiating the placement of such capital
on the debtor's behalf;

Participate in meetings and providing testimony as appropriate.

The debtor shall pay a retainer of fee of $150,000 and a cash fee
equal to 2% of all senior bank and nonbank debt raised plus 3.5%
of all subordinated debt raised; plus 5.75% of all equity raised.

HARNISCHFEGER: Key Employee Retention Plan Wins Court OK  
Harnischfeger Industries Inc. won court approval for a slightly
modified key employee retention and severance program, according
to an attorney for the pulp, paper and mining equipment
manufacturer. David Eaton of Kirkland & Ellis, counsel to
Harnischfeger, said that negotiations with an objecting creditor
led to a summary of new terms being added to the proposed plan,
which led to the plan's approval. (The Daily Bankruptcy Review
and ABI Copyright c October 6, 1999.)

ICF KAISER: Trumpets Proposed Debt-for-Equity Swap
ICF Kaiser International, Inc., tells its shareholders that its
recently-proposed debt-for-equity swap, although it will
substantially dilute shareholers' stake in the Company, will
enhance the long-term value of the enterprise and provide the
potential for common shareholders to recover some of that value
over time.  "Your affirmative vote on the proposals
related to the debt restructuring," the Company campaigns in its
recently-distributed proxy statement, "is important to our
efforts to reposition Kaiser."

Kaiser has $140 million of 13% notes outstanding and is unable to
attract a bank line of credit.  To turn that situation around,
the Company explains:

.  We have negotiated a debt reduction package to address the
Company's debt load and borrowing costs, steps which will be
important as we pursue new marketing opportunities and negotiate
contracts for large projects.

.  As a first step, on or shortly after October 1, 1999, the
Company will repurchase for cash all of its $15 million senior
notes for a discount price equal to 88% of par value ($13.2
million) plus accrued interest from June 30, 1999.

.  We are offering to restructure our $125 million senior
subordinated notes in a series of simultaneous transactions,
each of which is dependent upon consummation of the others:

.  We will purchase at least $35 million principal amount of the
senior subordinated notes for cash;

.  We will offer to exchange (1) redeemable convertible preferred
stock with a liquidation preference of $65 million (plus an
amount equal to accrued interest on the senior subordinated
notes to the date of closing), (2) 882,000 shares (approximately
15%) of our common stock and (3) up to $25 million of new senior
notes for the remaining senior subordinated notes. (After
completion of this exchange, the size of our Board will be
reduced to seven, and holders of the preferred stock will be
entitled to elect three of our seven directors.)

.  We will enter into a new revolving credit facility, which we
are negotiating with a major commercial bank. This new line of
credit will be used to vigorously pursue new, major engineering
and construction management contracts.

The restructuring of Kaiser's $125 million senior subordinated
notes will involve substantial dilution of common shareholders'
percentage ownership of the Company.  However, the restructuring
will reduce outstanding 13% debt by nearly $100 million (a nearly
$115 million reduction taking into account the repurchase of
senior notes). The transaction, Kaiser continues, "will restore
credibility to our balance sheet and reduce our interest and
dividend costs by more than one-half.  Moreover, the terms of the
restructuring provide the opportunity for long-term recovery of
value by our common shareholders."

ICO GLOBAL: Chairman Lundberg Resigns
ICO Global Communications CEO Olof Lundberg has resigned and will
be replaced by former deputy chairman of the board, Klaus Hummel,
according to Reuters. The telecommunications company recently
filed for bankruptcy protection, but Lundberg did not give a
reason for his departure. Hummel was the founding CEO of ICO in
1995. (ABI 06-Oct-99)

JAY JACOBS: Seeks Approval of Auction
Jay Jacobs, Inc., and J.J. Distribution Company, debtors, seek
authority and approval of the terms and conditions for an auction
of the debtors' leasehold interests in certain nonresidential
real properties, establishing cure amounts on leaseholds to be
auctioned, and setting a date to approve leasehold assumptions
and assignments.

The debtors assert that the decision to sell the leases is
supported by sound business judgment, given that the debtors
intend to close the stores and the distribution center.  The
auction will be held on October 18, 1999 at the offices of
Preston Gates & Ellis, 701 Fifth Avenue, 50th Floor, Seattle,
Washington 98104, relating to sixty of the parcels of
nonresidential real property.

LOEHMANN'S: Order Authorizes Debtor To Retain DJM
The US Bankruptcy Court for the District of Delaware entered an
order authorizing the retention and employment of DJM Asset
Management, LLC as the debtor's special real estate consultants
for the purpose of analyzing, re-negotiating or selling the
debtor's interest in certain leases pursuant to that certain Real
Estate Proposal to be executed by DJM and the debtor, and
authorizing the debtor to compensate DJM pursuant to a letter

MCGINNIS PARTNERS: Equity Seeks To Employ Consulting Experts
The Official Committee of Equity Security Holders of the debtors,
McGinnis Partners Focus Fund, LP and related cases, seeks a court
order authorizing it to employ Analysis Group/Economics and
Lawrence P. Weiner to assist the Investors' Committee in
conducting the investigation as defined in the Stipulation and
Agreement by and among the Creditors' Committee, the Investor's
Committee and the debtors which is incorporated in the joint plan
proposed for the debtors.

The Analysis Group will perform for the Investors' Committee
specific services including the following:

Analyze the debtors' transactions to determine the nature of
those transactions and the creditors' compliance with the
requirements of the documents supporting the transactions and
industry standards;

Educate counsel on the he nature of the debtors' transactions and
securities industry practices;

Assist counsel in evaluating debtors' business practices and the
business practices of the creditors;

Assist generally in the analysis of financial issues related to
the investigation;

Assist counsel in the evaluation and formulation of causes of
action held by the debtors' estates and in the preparation of the

Testify at the show cause hearing and other hearings on issues
relevant to the Investigation;

The billing rate for principals of the Group range from $325 per
hour to $500 per hour.  The billing rate for Mr. Weiner is $350
per hour.

MERRY-GO-ROUND: How to Avoid Tax on $185 Million Settlement
Deborah Hunt Devan, the Chapter 7 Trustee overseeing the
liquidation of Merry-Go-Round Enterprises, Inc., tells the
bankruptcy court in Baltimore that her tax advisors say the
entire $185,000,000 settlement extracted from Ernst & Young is
subject to federal income tax notwithstanding MGR's tax loss
carryforwards which exceed that amount.  Never at a loss for
creativity, however, Ms. Devan tells the Court that she has a
plan designed to skirt the alternative minimum tax liability.  

MGR's tax loss carryforwards, Ms. Devan is told by her tax
advisors, can only be used to offset 90% of the $185,000,000
recovery from E&Y.  That leaves $18.5 million of income exposed
to tax at a 35% rate.  

Ms. Devan's clever plan to avoid this tax bite is to retain
PricewaterhouseCoopers LLP to "develop and implement a strategy
to enact federal legislation that would modify the present law
AMT rules to provide an exemption, applicable to MGRE, to the 90%
limitation on the use of net operating losses."  Specifically,
Ms. Devan envisions that PwC, in an engagement led by Kenneth J.
Kies (a former Chief of Staff of the Congressional Joint
Committee on Taxation and former Chief Minority Tax Counsel on
the Ways and Means Committee for the House of Representatives)
from PwC's Washington, D.C., office, will draft the legislation,
lobby senators and congressmen, and represent Ms. Devan before
congressional committees and the United States Treasury

Ms. Devan agrees to pay a flat $80,000 fee to PwC for its
efforts, through December 31, 1999, to  save millions.  

MITA COPYSTAR: Mita to Emerge as a Kyocera Subsidiary
Mita Copystar America, Inc. announced today that its parent
company, Mita Industrial Co. Ltd. has submitted its
Reorganization Plan to the Osaka District Court in Japan.  The
Plan includes re-payment of 18% to unsecured creditors with
the balance of debt to be extinguished, excluding the secured
obligations.  The plan also includes the infusion of new capital
of 12 billion yen by Kyocera Corporation, and in return Mita will
change the name of the company to Kyocera Mita Corporation in the
beginning of the year 2000.  Mr. Kazuo Inamori, founder and
Chairman Emeritus of Kyocera Corporation will act as Director and
Advisor of Kyocera Mita Corporation.  Mr. Yasuo Nishiguchi,
President of Kyocera, will serve as Chairman and Representative
Director of Kyocera Mita Corporation. Mr. Koji Seki who is
currently Managing Director of Kyocera and Operational Trustee of
Mita, will serve as President and Representative Director
of Kyocera Mita Corporation.

With the stabilization of Mita's finances under Kyocera's
management, Mita will emerge from the Reorganization Proceeding
as a strong competitor with its new line up of digital copiers
and printers.  Mr. Yasuo Nishiguchi, Kyocera's President, stated
"Mita is a company poised for growth and great things.  As a
Kyocera company, we know that Mita will be a dominant force in
the world digital copier and printer markets in the new

After the plan is approved by the court, under Kyocera's
ownership there will be an integration of technologies and
resources between the companies. This will provide Mita with
enhanced research and development, state-of-the-art printer
controllers and network technology, and shortened development
times.  The result will be Mita products that are more innovative
and competitive from a feature and price standpoint.

For the last four years in a row, Kyocera Corporation has been
named as one of the best managed companies in the world.  With
the implementation of the Kyocera management know-how, and with
the integration of Kyocera's highly-efficient manufacturing,
"cell" production, and quality control systems into Mita
factories, Mita's customers will enjoy better and more reliable

Founded in 1959 as a manufacturer of fine ceramics, Kyocera
Corporation, based in Kyoto, Japan, has diversified from
microelectronic packaging and components into optical and
electronics systems, including cameras, laser printers and
telecommunications equipment.  Today, Kyocera is among the
leading manufacturers of high-tech ceramics, electronic
components, solar cells, PDC based cellular telephone handsets
and laser printers with sales in excess of $6.6 billion.  Kyocera
employs approximately 44,000 people in more than 20 nations,
including more than 21,000 outside of Japan.  

Mita, with USA headquarters in Fairfield, New Jersey, is one of
the world's leading document imaging companies with overall
worldwide sales of over $1.2 billion.  Mita is one of the world's
largest manufacturers and distributors of analog and digital
copiers and a leading provider of computer-connectable
peripherals including network laser printers, multi-functional
and wide format imaging solutions.  Mita employs approximately
5,000 people and is looking forward to being part of the Kyocera

NEVADA BOB'S: Nevada Bob's Canada  - Largest Golf Retailer
The Edmonton Sun reports on October 6, 1999, that Nevada Bob's
Canada Inc. became the largest golf retailer in the world
yesterday in a sale that saw it purchase 178 stores from its
bankrupt U.S. namesake.

The Calgary-based company sealed a deal to buy 37 corporate
stores and 115 franchises in the U.S. plus another 26 in 10 other
countries around the world from Las Vegas-based Nevada Bob's Pro
Shop Inc.

It also bought the worldwide rights to the powerful Nevada Bob's
name brand from the U.S. company, which had been operating under
Chapter 11 bankruptcy protection.

"I must say it feels pretty good," said Lyle Edwards, president
of the company, which mushrooms under the deal nearly fivefold to
233 stores, including its Canadian locations.

No price tag was announced for the stock-swap deal, in which
Nevada Bob's issued 35 million shares to Pro Shop shareholders at
$ 1 per share in exchange for the franchise rights and assets of
the failed American firm. That makes the company owned about 60%
by American interests, but Edwards said it has no intention of
leaving its Canadian roots.

"We will remain headquartered in Calgary and, at least for now,
we will remain listed on the Toronto Stock Exchange," he said,
adding the company may move to the NASDAQ exchange sometime in
the future.

It will concentrate on an aggressive campaign of expansion in the
United States and work to buy another 49 stores in Britain -- the
last remaining Nevada Bob's outlets the company doesn't own.

PHILIP SERVICES: Confirmation Hearing Set
The US Bankruptcy Court for the District of Delaware entered an
order approving the Disclosure Statement on September 21, 1999;
that the debtors are soliciting acceptances to the plan,
consisting of several plans jointly filed by the various debtors.  
The hearing to consider confirmation of the plan shall commence
on November 3, 1999 at 9:30 AM.

PLUMA INC: Plan of Liquidation of Assets
The debtor, Pluma, Inc. filed its Disclosure Statement and Plan
of Liquidation.  The plan provides for the orderly liquidation of
all of the assets of Pluma, Inc.  The plan recognizes that the
reorganization  Plum and the continuation of its operations as a
going concern is no longer feasible.  Given the present state of
the textile industry, the sale of Pluma as a going concern, at
least as currently configured, is not realistic.  Although the
value of all estate assets is less than the secured claim of the
Bank Group, the plan  "carves out" $750,000 of net proceeds from
the sale of estate property and provides certain other benefits
and potential recoveries that would otherwise go, in who whole or
in part to the Bank Group and earmarks the assume primarily for
distribution to the class of general Unsecured Creditors.

The plan provides for the sale of all estate property and the
distribution of the net proceeds of such sales to the Group in
satisfaction of its Allowed Secured Claim after sufficient
funding is set aside for the matters contained in the Liquidation  
Budget and for the Carve Out.  

PRIMARY HEALTH SYSTEMS: Order Approves Employ of Arthur Andersen
The US Bankruptcy Court for the District of Delaware entered an
order approving the employment of Arthur Andersen LLP as the
debtors' accountants and financial advisors.

SHOE CORP: Seeks To Extend Exclusivity
Shoe Corporation of America, Inc. and its affiliates, debtors
seek entry of an order extending approximately 120 days the
debtors' exclusive periods within which to file plans of
reorganization and to solicit acceptances thereof.  The debtors
seek extensions of their exclusive periods to file plans of
reorganization through February 9, 2000, and their exclusive
periods to solicit acceptances thereof through April 9, 2000.

The debtors state that since the inception of the case they have
taken steps to stabilize their business, and have negotiated
their use of cash collateral through the end of the year.  
However, it is only after reviewing and analyzing the results
from the fourth quarter in early 2000, typically their strongest
quarter, that the debtors and their professionals will be in a
position to formulate realistic plans of reorganization.  

SUCCESS MULTIMEDIA: Debtors Authorized To Obtain Secured Credit
The debtors, Success Multimedia Enterprises Inc. received an
offer from Mayflower Capital, LLC to provide post-petition
funding and to purchase the assets of the debtors for a total
purchase price of $5 million, together with $500,000 to $1
million in post-petition financing, the repayment of which will
be waived if Mayflower purchases the assets.

The Bankruptcy Court for the Southern District of New York
entered an order providing for a public auction sale on November
1, 1999 at 3:00 PM at the offices of Robinson Brog Leinwand
Greene Genovese & Gluck PC, 1345 Avenue of the Americas, 31st
Floor, New York, NY 10105.  Subsequent bids shall be in minimum
increments of $100,000.  In the event a higher and better offer
is accepted by the debtors, then the debtors shall pay out of the
proceeds of sale a break-up fee to Mayflower of approximately

The court found that the debtors have advanced reasons for
seeking to sell the assets outside of a plan for reorganization
and is a reasonable exercise of the debtor's' business judgment
to enter into the DIP Financing Agreement, the Acquisition
Agreement and the Comerica settlement.

A final hearing will be held in Alexander Hamilton custom House,
One Bowling Green, New York, NY on November 3, 1999 at 10:00 AM.

TELEPAD: Motion of Trustee To Approve Compromise
Kurt F. Gwynne, Chapter 11 Trustee of TelePad Corporation, seeks
entry of an order approving the compromise of a certain adversary
proceeding against the debt concerning the rights under certain
bids relating to the sale and installation of mobile computers in
Montgomery County, Maryland.  The compromise provides payment of
$195,000 to the debtor; allocation of proceeds generated by the
MC Installation Contract between L&E and the debtor such that the
debtor shall receive 10% of each payment contemplated by a
certain contract, which payments shall total $290,000.  From that
$290,000, the Trustee proposes to pay a $14,500 commission to
Wilbur D. Jones, the Trustee's proposed consultant; and mutual
releases except that the plaintiffs may retain claims totaling
$1.7 million against the debtors' estate, such claims to be
subordinate to the claims of the debtor's other unsecured

TELEPAD: Order Approves Disclosure Statement
On September 28, 1999, the US Bankruptcy Court for the District
of Delaware entered an order approving the Amended Disclosure
statement of Telepad Corporation.  The hearing on confirmation of
the amended plan shall be held at 9:30 AM on October 8, 1999.

The plan generally contemplates the liquidation of the debtor's
assets, including inventory, accounts, equipment, general
intangibles and the causes of action.  The plan further
contemplates the completion of negotiations concerning the bid
submitted by the debtor and L&E Computer Mobile Mounts, Inc. in
response to a request for proposals from Montgomery County, Md.
concerning the installation of ruggedized mobile subscriber
equipment and the performance under any contract for such
installation.  The plan contemplates the debtor's performance
under the bid concerning the purchase of PCMobile computers.
Montgomery County will not complete the contract if the debtor is
"not out of Chapter 11" within 30 days from September 9, 1999.  
The Trustee is negotiating agreements with other vendors
interested in purchasing the debtor's interests in the MC
Installation Bid and Contract and the MC PC bid and contract. The
bids and contracts could realize $915,500 for the estate.

Treatment of Claims Under the Plan:

Class 1 - Viasystems' Allowed Secured Claim

Class 2 - Lenders' Allowed Secured Claim

Class 3 - Other Priority Claims

Class 4 - Non-Priority Unsecured claims

Class 5 - Interests

All classes are impaired under the plan.

TELETRAC, INC.: Confirmed Plan Wipes-Out Equity
On September 15, 1999, the Bankruptcy Court entered an order
confirming the Second Amended Plan of Reorganization, dated
August 4, 1999, proposed by Teletrac, Inc.  Under the Plan,
holders of the Company's 14% Senior Note due 2007 (the "Old
Notes"), received their ratable portion of the collateral held in
the Old Notes collateral account (as the proceeds thereof) and,
at its election, its ratable portion of (i) newly issued common
stock par value $0.01 per share of the Company ("New Common
Stock"), (ii) $15 million principal amount of 9% Notes due 2004
("New Notes") and (iii) Class B Common Stock Purchase Warrants,
which entitle the holder thereof to purchase one share of New
Common Stock of the Company at a price of $7.40 per share ("Class
B Warrants"). In addition, the holders of the Old Notes will also
have the right to purchase newly issued 10% Senior Secured Notes
in the aggregate principal amount of $3 million due 2000
(the "Senior Secured Notes") and Class A Common Stock Warrants,
which entitles the holder thereof to purchase one share of New
Common Stock of the Company at a price of $0.05 per share ("Class
A Warrants").

As previously reported, on June 9, 1999 Teletrac, Inc., a wholly-
owned subsidiary of Teletrac Holdings, Inc. ("Holdings") filed a
voluntary petition (the "Petition") commencing a case under
Chapter 11 of the United States Bankruptcy Code with the United
States Bankruptcy Court for the District of Delaware which was
assigned to the Honorable Mary F. Walrath, United States
Bankruptcy Judge, entitled In re: Teletrac, Inc., Case No. 99-
2250 (MFW).

As of September 29, 1999, all equity interests in the Company and
Holdings shall be cancelled, and certain holders of equity of
Holdings will receive, from a portion of the distributions
payable to holders of old 14% Notes of Teletrac, Inc., a portion
of the New Common Stock, New Notes and Class B Warrants and
rights to purchase Senior Secured Notes and Class A Warrants
pursuant to the Plan.

Certain Holders of Category A Convenience Claims (as such term's
is defined in the Plan) will receive cash distribution as set
forth in the Plan and may elect to receive a ratable portion of
New Common Stock, New Notes, Class B Warrants and the right to
purchase Senior Secured Notes and Class A Warrants, in lieu of
the cash distribution.  Certain holders of Category B Convenience
Claims (as such term is defined in the Plan) will receive cash
distribution as set forth in the Plan.  Under the Plan, the
reorganized company will have 20,000,000 shares of New Common
Stock authorized of which 10,000,000 are to be issued and

TELETRAC INC: Settlement and Compromise With Associates Capital
The debtor, Teletrac, Inc. seeks entry of an order authorizing
and approving a compromise and settlement of an adversary
proceeding with Associates Capital Services Corporation and
Glenayre Electronics, Inc.

Associates filed a secured proof of claim against the debtor in
the amount of $858,025.90 arising from two installment contracts
by which the debtor purchased certain transmitters.

The compromise and settlement provides that the debtor will
executed a security agreement in favor of Associates in the face
amount of $81,250 plus interest at the rate of 8% per annum.

The debtor will grant Associates a security interest in 25
transmitters to secure its obligations under the Security

The debtor will surrender to the defendants 30 transmitters, and
the defendants will withdraw their proof of claim.

UNITED COMPANIES FINANCIAL: Committee Taps Pentalpha Group
The Official Committee of Unsecured Creditors of United Companies
Financial Corporation is seeking to retain Pentalpha Group, LLC
as advisor for the Committee with respect to valuation of and
maximization strategy for the debtors' trust residuals and
related assets and the debtors' servicing operations.  The
professionals to be responsible for the representation of the
Committee charge $500 and $600 per hour.

U.S. RESTAURANT: Completes $55 Million Sale
U.S. Restaurant Properties Inc., Dallas, announced that it has
completed a $55 million sale of preferred stock to a private firm
through a bankruptcy-remote subsidiary, which enabled U.S.
Restaurant to issue perpetual preferred stock with a yearly
obligation of 8.5 percent fixed for five years, according to a
newswire report. The company said this is considerably lower than
could be achieved through an offering through the parent. U.S.
Restaurant Properties is a self-advised real estate investment
trust (REIT) specializing in restaurant and service station
properties. The company owns and manages 934 core business
properties on which Burger King, Arby's, Chili's, Shell, Arco and
other fast food restaurants and service stations are operated.
U.S. Restaurant Chairman Fred Margolin said the majority of the
proceeds will be used for debt reduction and that this action
will have "a very positive effect on our debt coverage ratio."
(ABI 06-Oct-99)

WESTERN DIGITAL: Just Ignore the Upside-Down Balance Sheet
Western Digital Corporation, the well-known designer,
manufacturer and marketer of hard drives,
reports a $493 million loss on $2.7 billion in sales for the year
ending July 3, 1999.  Those operating losses turned Western
Digital's balance sheet upside-down at year-end, with liabilities
exceeding assets by $154 million.  

At July 3, 1999, the Company had $226.1 million of cash and cash
equivalents compared to $459.8 million at June 27, 1998. Net cash
used for operating activities was $139.5 million during 1999
compared to $39.0 million in 1998. Cash flows resulting from a
decrease in accounts receivable, lower inventories and higher
current liabilities were more than offset by the higher net loss
(net of non-cash charges). Significant uses of cash during 1999
were capital expenditures of $106.6 million. The capital
expenditures were incurred primarily to upgrade the Company's
production capability, the normal replacement of existing assets,
and further development of the Company's new computer information
systems. Partially offsetting these uses of cash was $15.0
million received in connection with stock option exercises and
Employee Stock Purchase Plan purchases.

The Company anticipates that capital expenditures in 2000 will
total approximately $75 million and will relate to retooling of
the Company's hard drive assembly lines in order to accommodate
new technologies and new product lines, normal replacement of
existing assets and expansion of production capabilities in
Malaysia. The Company's 2000 research and development programs
include planned spending of approximately $19 million in the
first three quarters of 2000 to complete development of its first
products by Connex, which are scheduled to begin shipping in
January 2000. The Company also anticipates cash expenditures of
$3.0 million and $16.0 million to be paid in 2000 for severance
and outplacement costs related to the Company's 1999 and 2000
restructuring programs, respectively.

Western Digital's Senior Bank Facility provides the Company with
up to a $125.0 million revolving credit line (depending on
borrowing base calculation) and a $50.0 million term loan, both
of which expire in November 2001. The Senior Bank Facility is
secured by the Company's accounts receivable, inventory, 66% of
its stock in its foreign subsidiaries and the other assets
(excluding real property) of the Company. At the option of the
Company, borrowings bear interest at either LIBOR or a base rate
plus a margin determined by the borrowing base, with option
periods of one to three months. The Senior Bank Facility requires
the Company to maintain certain amounts of net equity, prohibits
the payment of cash dividends on common stock and contains a
number of other covenants. The Company was in compliance at July
3, 1999 with all terms of the Senior Bank Facility. As of the
date hereof, the $50.0 million term loan was funded, but there
were no borrowings under the revolving credit li!
The term loan requires quarterly payments of $2.5 million
beginning in September 1999 with the remaining balance due in
November 2001. The costs of the product recall announced on
September 27, 1999 may result in the Company not being in
compliance with certain financial covenants in the Senior Bank
Facility in future periods. The availability of this facility
will depend upon, among other things, the actual cost of the
recall and the Company's ability to recover such costs from third

The Company has an equity draw-down facility with a bank which
allows the Company to issue up to $150.0 million (in monthly
increments of up to $12.5 million) in common stock for cash at
the market price of its stock less a 2.75% discount. As of July
3, 1999, the Equity Facility had not been used. During July
through September 29, 1999, the Company issued 6.2 million shares
of common stock under the Equity Facility for net proceeds of
$32.2 million.

The Company expects to continue to incur operating losses in
2000. The Company also had negative shareholders' equity as of
July 3, 1999. However, the Company had cash balances of $226.1
million as of July 3, 1999. In addition, the Company has
restructured or is in the process of restructuring its operations
and has other sources of liquidity available. In light of these
conditions, the Company has the following plans and other

     (A) The Company plans to reduce expenses and capital
expenditures substantially as compared to historical levels due
to: (1) Recent restructurings; (2) Reduced general and
administrative spending; and (3) Reduced infrastructure resulting
from the sale of its Santa Clara disk media operations.

     (B) The Company has the following additional sources of
liquidity available to it: (1) $150.0 million Equity Facility
(partially utilized as of September 1999); (2) Sale of land in
Irvine, California (sold on August 9, 1999 for approximately $26
million); (3) Other unencumbered real estate which can be sold or
financed; and (4) Other equity investments that may be disposed
of during 2000.

     (C) The recent exchange of Debentures for common stock
reduces the shareholders' deficiency of the Company.

"Based on the above factors," Western Digital tells investors in
its latest annual report, "the Company believes its current cash
balances, its Equity Facility, and other liquidity vehicles
currently available to it, will be sufficient to meet its working
capital needs through 2000."


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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter, co- published by
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