TCR_Public/980109.MBX     T R O U B L E D   C O M P A N Y   R E P O R T E R

         Friday, January 9, 1998, Vol. 2, No. 6
                      
                       Headlines

ALLIANCE ENTERTAINMENT: Last Day to File Proofs of Claim
EVANSVILLE BREWERY: Who is Going to Rescue this Deal?
FINANCIAL INSTRUMENTS: Collapse Takes Toll on Hundreds
FLAGSTAR: Distribution Record Date January 2, 1998
FONE AMERICA: 80% Revenue Loss in Dispute Caused Filing

HOMEPLACE: Blames Too Rapid Expansion for Filing
KIA: Plans 18 Dealerships in Southeast Michigan
MAX: Stays Afloat with A Payment to Planes' Lessor
METRO HOME CARE: Caretenders Acquires Florida Provider
MIDCOM COMMUNICATIONS: Court Approves Asset Sale to WinStar

MOBILEMEDIA: Wants to Lease New Headquarters Space
MOLTEN METAL: Limited Objection to The Blackstone Group
PARTY WORLD: Administrative Claims Bar Date
POCKET: Order Extending Exclusivity
POCKET: Order to Compel Lease Cure

SA TELECOMMMUNICATIONS: Limited Objection to Cornwell
TODAY'S MAN: Effective Date December 31, 1997
TODAY'S MAN: Objection to Motion to Change Ballots
ZENITH: Hires Dangremond, Turnaround Expert

DLS CAPITAL PARTNERS: Bond Pricing for Week of January 5

                       --------

ALLIANCE ENTERTAINMENT: Last Day to File Proofs of Claim
---------------------------------------------------------
The debtor, Alliance Entertainment Corp. filed a motion
requesting that the court set a "Bar Date," that is the  
final date by which creditors must file proofs of claim.  
The debtors are requesting that February 27, 1998 is set as
the Bar Date.  The presentment date is January 16, 1998.

The debtors believe that the circumstances justify the
fixing of a Bar Date at this time.  The debtors have
completed and delivered to their major creditor
constituencies their long range business plan.  This plan
is expected to lay the foundation for a plan of
reorganization.  In order for the debtors to formulate a
viable plan or plans, they must ascertain the nature,
extent and scope of the claims asserted.


EVANSVILLE BREWERY: Who is Going to Rescue this Deal?
-----------------------------------------------------
The Evansville Courtier reported on January 3, 1998 that
Evansville Brewing officials and the prospective buyer
accused each other Friday of breaking promises, apparently
leaving the deal to salvage the brewery sale up to a U.S.
Bankruptcy Court judge.  The dispute is expected to be one
point of a hearing scheduled for Tuesday in Indianapolis
before Judge Basil H. Lorch III.

Michael Lynch, chief executive officer of the investment
group Michigan Avenue Partners, missed a deadline of midday
Friday to submit a deposit and a signed agreement to extend
the time for closing the purchase of the brewery for
$3 million. On Tuesday, Lynch postponed a scheduled meeting
to close the deal.

Brewery bankruptcy attorney Stanley Talesnick said Lynch
was to send the signed agreement to Talesnick's
Indianapolis office, first by noon Wednesday. After that
deadline was missed Lynch agreed to provide the agreement
by noon Friday and had agreed to wire $100,000 to cover
brewery operations until the closing.

Talesnick's office said Friday that Lynch sent neither. In
Evansville, brewery President Stephen W. Cook said he did
get a copy of a modified extension agreement from Lynch,
"but there were so many changes made that it wasn't
acceptable."  Cook said Michigan Avenue officials added to
the agreement their requirement that their brewery permits
and licenses be secured first by present brewery
management.

"We can't do that for them. They have to do that," Cook
said. "They have not even made that application yet.
They've known about that since August. ... We can advise
them but we can't make that application for them."
Lynch said Friday he can't run the brewery unless he is
licensed to brew beer, and that his financial backers won't
release money until all permits are in place.

And Lynch charged that it was Talesnick's responsibility to
take care of the permits and licenses. Talesnick was not
available late Friday to respond.  "They have to assign the
brewing license to us. That's a condition of the purchase
agreement. ... If I have to litigate to get it done, I'll
do it," Lynch said.

And Lynch said he refused to turn over the $100,000
"because Talesnick wants Cook to have total control." Lynch
said he demanded that payroll checks coming out of the
deposit be signed both by Cook and Lynch's own chief
financial officer, James McCall.  Lynch put up $250,000 in
earnest money Dec. 16, the day Lorch ruled his the best bid
for acquiring the 147-year-old brewer of such labels as
Sterling, Falls City and Gerst. He vowed he will not
forfeit the sum, a possibility if he
is found in default.

Talesnick said Friday he had not been contacted by Lynch on
Friday before the deadline; Lynch said Talesnick failed to
return phone calls from him and from Lynch's attorney.
Talesnick said he sent a letter to Lynch on Wednesday
warning that if Friday's deadline was missed, the brewery
deal was off. But a statement from his office seemed to
leave an opening for "other developments."

Lynch said Friday the sale to his company is not in doubt.
He said he has the money to close the sale on Tuesday, and
said he is scheduled to talk with state Alcoholic Beverage
Commission officials about permits and licensing the
same day.  Tuesday's bankruptcy court hearing is set for 2
p.m. Indianapolis time (1 p.m. in Evansville).

In October, Lynch attempted to swing a deal to buy the
brewery, but missed a deadline for providing earnest money
of $250,000. The brewery then declared bankruptcy.


FINANCIAL INSTRUMENTS: Collapse Takes Toll on Hundreds                    
------------------------------------------------------                      
The Denver Business Journal reported on January 2, 1998
that the collapse of Financial Instruments Corp. has left a
web woven from strands of broken trust and shattered
dreams.  Investors in the bankrupt Englewood company came
from all across the country and all walks of life - savvy
entrepreneurs to blue-collar retirees making their first
investment. Most gave money based on the strong
recommendations of friends, relatives and financial
advisers.

U.S. Bankruptcy Court records show at least 752 investors
could lose most of the $10 million they had invested with
the Englewood company. It has $2 million to $3 million in
assets located primarily in Costa Rica.

Financial Instruments and its related companies borrowed
money from investors, promising most returns ranging from
30 percent to 100 percent every nine months.  It also sold
stock at $1 a share with the promise of a lucrative public
offering next year. The company told investors the high
returns would come from building and selling affordable
housing and other developments in Central America.

"It was a Ponzi scheme," said Katherine Addleman of the
Securities and Exchange Commission's Central Regional
Office. In a Ponzi scheme, money from recent investors is
used to pay off earlier investors rather than to generate
revenue.

The Securities and Exchange Commission has a civil suit
pending against the Englewood company's owner, John Aptt, a
Castle Rock resident. Regulators obtained a court order to
shut the company down and freeze its assets in May.

The FBI has joined the investigation, according to Mark
Loewenstein, a court-appointed supervisor, and investors
said the bureau has contacted them. A spokesman for the FBI
said he could neither confirm nor deny any investigation.
Loewenstein took Aptt's companies into Chapter 11
bankruptcy in an effort liquidate assets without a costly
legal battle.


FLAGSTAR: Distribution Record Date January 2, 1998
--------------------------------------------------
Judge Wm. Thurmond Bishop entered an order on December 30,
1997 establishing January 2, 1998 as the Distribution  
Record Date as defined in the Amended Joint Plan of
Reorganization.


FONE AMERICA: 80% Revenue Loss in Dispute Caused Filing
-------------------------------------------------------
The Communications Daily reported yesterday that
Fone America (FA) sought Chapter 11 bankruptcy protection
in U.S. Bankruptcy Court, Portland, Ore., citing an 80%
revenue loss in a dispute with a major sales agent, DAT
Services. The Company said it sued DAT seeking $20 million
in damages. FA Pres. Peter Jacobs said it also suffered
when Electric Lightwave competitive LEC attached accounts
receivables and bank accounts on a "hit-and-run" basis,
"making it impossible to plan cash flow or attract
additional investment capital." He said the introduction of
prepaid cellular phones and wireless messaging products
have been successful, although "we could not recover from
the loss" of DAT's revenue.


HOMEPLACE: Blames Too Rapid Expansion for Filing
------------------------------------------------              
The Dayton Daily News reported on January 7, 1998 that              
HomePlace Stores Inc. blames a too-rapid expansion and the
loss of a major loan.  HomePlace Stores Inc., a fast-
growing Cleveland-area housewares chain with a newly-opened
Beavercreek store, has stumbled and filed for Chapter 11
bankruptcy reorganization.

The three-year-old chain of home accessory superstores had
ballooned to 98 outlets in 22 states before it voluntarily
filed for protection from creditors Monday in U.S.
Bankruptcy Court, Wilmington, Del.

Robert Hurwitz, chairman and chief executive, blamed
overuse of debt to finance both the breathless expansion
and day-to-day operations. Hurwitz said a planned infusion
of $100 million from overseas investors fell through,
undermining the company's financial structure.  A source
close to the company said the uncertain financial climate
in Asia caused a major Japanese investor to withdraw.

Hurwitz said post-filing loans will keep open all stores
including the 55,000 square-foot unit at 2720 Towne Road,
Beavercreek, which opened in October.  `Our sales
associates and employees will continue to be paid as if no
proceeding had been filed,' he said. He said the goal is to
continue in business after the company completes bankruptcy
reorganization.  No layoffs were announced, but Hurwitz
said the company is evaluating all
stores.

HomePlace listed assets of $314.3 million and liabilities
of $307.2 million. Hurwitz said sales in 1997 exceeded $423
million.  He said the company had a successful Christmas
season.

A professor of marketing at the University of Dayton, said
Hurwitz may have let growth get out of control. `It sounds
like they were trying to extend themselves to serve a
market that was beyond their resources.' Kurt Barnard,
president of  Barnard's Retail Trend Report, a trade
publication, said HomePlace failed to distinguish itself
from industry leaders Bed, Bath & Beyond and Linens &
Things. `All that HomePlace did was imitate. Instead of
getting their house in order, they went on a wild expansion
binge.'


KIA: Plans 18 Dealerships in Southeast Michigan
------------------------------------------------
The Detroit News reported on January 8, 1998 that Kia
Motors Corp., the bankrupt South Korean automaker, plans to
open up to 18 dealerships in southeast Michigan beginning
later this year.  Kia entered the U.S. market in 1994 and
wants up to 500 dealers in the 48 continental states by the
end of this year. It has 332 U.S. dealers in 32 states now,
including 11 outlets that opened in Ohio last month.

Kia markets the four-door Sephia compact sedan, priced from
$9,995 to $14,555, and the four-door Sportage sport-utility
vehicle starting at $14,895. It plans to introduce a two-
door Sportage this spring, followed by a minivan
and subcompact car in 2000, and a mid-size sedan in 2001.

"We're confident Michigan consumers will recognize our
products as good, affordable values," said Greg Warner,
chief operating officer of Kia's U.S. sales arm.
The automaker, struggling under $10.4 billion of debt with
the collapse of South Korea's economy, hasn't disclosed
specific plans to enter Michigan until now.

It had a vehicle display at the 1996 North American
International Auto Show in Detroit, but is skipping the
1998 show to cut costs.  "We want to focus our auto show
efforts on markets we plan to enter in the first six months
of 1998," Warner said. "We're targeting Michigan in the
second half."  Kia's sales jumped 66 percent last year to
55,325 units, doubling its share to 0.4 percent of the U.S.
market. Warner says U.S. sales should rise "substantially"
this year with an expanded product lineup.


MAX: Stays Afloat with A Payment to Planes' Lessor
--------------------------------------------------
The Gazette reported on January 6, 1998 that Mountain Air
Express made a critical $721,000 payment to the maker and
lessor of its airplane fleet Monday, ensuring the commuter
airline will continue flying. Last week, a U.S. Bankruptcy
Court Judge in Denver ruled that MAX could continue the
lease agreement it has had with Dornier Aviation for four
32-seat turboprop planes in its fleet.

But MAX would have defaulted on the agreement - and
potentially lost its fleet - had it not paid Monday what it
owed Dornier in back rent and as a prepayment for January.
MAX pays $238,000 per month for four planes. It owed that
amount, plus interest, having missed November and December
payments. The airline filed for Chapter 11 bankruptcy
protection Nov. 6.

The company recently received court approval for a
financing plan to help pull the airline out of bankruptcy.
MAX officials hope to emerge from bankruptcy in March.


METRO HOME CARE: Caretenders Acquires Florida Provider               
------------------------------------------------------
Caretenders HealthCorp (Nasdaq:CTND) today announced the
acquisition of the assets of Metro Home Care, Inc.
(Metro) a Ft. Myers, Florida based provider of Medicare-
certified home health services.  Metro operates in the
southwest Florida communities of Sarasota, Port
Charlotte, Englewood, Punta Gorda, Cape Coral, Ft. Myers,
Bonita Springs and Naples.  According to 1996 State of
Florida statistics, Metro is the second largest home health
provider in its service territory.  Metro provided over
160,000 home health visits and generated over $12 million
in revenues in the twelve months ended November, 1997 with
a substantial presence in each of its branch markets.

"We expect Metro to provide us with a strong base of
business around which we can further develop our
Caretenders SeniorCare Solutions(TM) home health and
adult day care product offerings to the area's large senior
population," said William B. Yarmuth, Chairman and CEO.  
"The demographics of the service territory are outstanding.  
This acquisition should serve as a launching pad and base
of operations for expansion of our service offerings, and
potentially, for future acquisitions within the State of
Florida."

Metro had been operating under a plan of reorganization
with Caretenders managing its operations under the
supervision of the Federal court since mid-
November 1997.  In the transaction, Caretenders acquired
substantially all Metro's assets, assumed certain of its
trade liabilities, entered into a settlement agreement with
Metro's senior lender and entered into an agreement
with the Health Care Financing Administration providing for
the assumption of liabilities and Metro's Medicare Provider
Agreement.  Financial terms of the deal were not disclosed.

Caretenders initiated operations in Florida in 1997 with
the acquisition of a small Medicare-certified intermittent
home health agency in Ft. Lauderdale and the acquisition of
an adult day care center in West Palm Beach. The Company
has begun planning for the addition of adult day care
centers in Metro's service territory and will continue to
seek acquisitions of other home health and adult day care
providers in the state.

Caretenders HealthCorp provides home and community based
health care services in Kentucky, Maryland, Alabama,
Massachusetts, Connecticut, Indiana, Ohio, Virginia and
Florida.


MIDCOM COMMUNICATIONS: Court Approves Asset Sale to WinStar       
-----------------------------------------------------------
MIDCOM Communications Inc. announced on January 7, 1998
that the U.S. Bankruptcy Court has approved the sale of
substantially all of the assets of MIDCOM and its Cel-Tech
International and PacNet Inc. subsidiaries to WinStar
Communications Inc. for $92 million pursuant to the Amended
Asset Purchase Agreement entered into between the
companies.  

The anticipated closing date for the sale is on or about
Jan. 20, 1998, subject to closing conditions set forth in
the agreement.  

Founded in 1989, MIDCOM provides a broad range of
telecommunications services to small and medium-sized
businesses nationwide.  The company has regional offices
throughout the nation and currently invoices approximately
100,000 customer locations monthly.  MIDCOM and its
subsidiaries filed for protection under Chapter 11 of the
U.S. Bankruptcy code on Nov. 7, 1997.

WinStar Communications, Inc. is a national local
communications company, serving business customers, long
distance carriers, fiber-based competitive access
providers, mobile communications companies, local telephone
companies, and other customers with broadband local
communications needs. The company provides its Wireless
Fiber(SM) services using its licenses in the 38 GHz
spectrum. The company also provides long distance, Internet
and information services.


MOBILEMEDIA: Wants to Lease New Headquarters Space
--------------------------------------------------
The debtors, MobileMedia Communications, Inc., et al, are
seeking court authorization to lease new corporate
headquarters.  The gross annual cost of the current
Ridgefield Park Space in Ridgefield Park, New Jersey is
approximately $2.2 million.  Pursuant to the terms of the
new Sublease, covering premises in Fort Lee, New Jersey,
the debtor would realize an annual savings in excess of $1
million in base rent.  The debtors anticipate cost savings
totaling $2.3 million between the two leases, as well as
receiving an addition year of occupancy under the new
Sublease.  These savings do not reflect the cost of a
rejection claim by the current Landlord.


MOLTEN METAL: Limited Objection to The Blackstone Group
-------------------------------------------------------
The Official Unsecured Creditors' Committee filed a Limit
Objection to the debtors' application for authority to
employ the Blackstone Group L.P. as financial advisor.  The
Committee objects to the application on the grounds that
the proposed restructuring fee of 1.25% of the face amount
of any indebtedness restructured is unwarranted because it
may be wholly unrelated to the value of any services
rendered or results obtained by Blackstone.  

The Committee does not object to the $125,000 per month
fee, or the transaction fee of 1.25% of the total
enterprise value of a transaction, but the Committee feels
that the restructuring fee is unwarranted in this case.  
The Committee proposes that any Blackstone success fee be
calibrated based on a percentage of the total enterprise
value of the restructured debtor and opposes a fee based on
face amount of debt.


PARTY WORLD: Administrative Claims Bar Date
-------------------------------------------
The Bankruptcy Court has established February 19, 1998 as
the Bar Date by which all creditors holding Administrative
Claims which arose prior to December 29, 1997 must file
requests for payment of such Administrative Claims with the
Bankruptcy Court.


POCKET: Order Extending Exclusivity
-----------------------------------
The exclusive period for the debtors to obtain acceptances
to their plan or plans of reorganization is extended
through and including January 14, 1998.


POCKET: Order to Compel Lease Cure
----------------------------------
Judge E. Stephen Derby entered an order compelling the
debtor, Pocket Communications, Inc. to timely perform post-
petition lease obligations and to immediately assume or
reject its unexpired lease of non-residential real property
with  Ariport Industrial Park Associates.  The debtor must
cure all defaulted post-petition rents and fees and if not
cured within 15 days after this order, Pocket must assume
or reject the lease.


SA TELECOMMUNICATIONS: Limited Objection to Cornwell
----------------------------------------------------
SA Telecommunications Inc. and certain of its directly or
indirectly wholly-owned subsidiaries filed a limited
objection to the employment of Cornwell Consulting
Services, Inc. as financial and telecommunication
consultants to the Official Committee of Unsecured
Creditors.

The debtor objects to the proposed monthly billing by
Cornwell, as there are severe cash shortages and the
deb5tors believe that they could receive interim
compensation in equal percentages as funds become
available, and the debtor objects to the appropriateness of
some of the services to be provided by Cornwell as being
beyond what is appropriate for the Committee's
professionals in these cases.


TODAY'S MAN: Effective Date December 31, 1997
---------------------------------------------
Pursuant to the second Amended Jont Plan of Reorganization
confirmed by a court order entered December 12, 1997, the
Effective Date pursuant to section 9.2 of the Plan occurred
on December 31, 1997.


TODAY'S MAN: Objection to Motion to Change Ballots
--------------------------------------------------
Today's Man Inc. and ifs affiliates oppose the relief
sought by OTA, L.P., Leon Frenkel and Cypress Management in
their motion to approve amendments to their respective
ballots to select the "Maximum Stock Option" offered under
the plan of reorganization.  The plan described a menu of
distribution options that could be selected by unsecured
creditors like OTA, Frenkel and Cypress in respect of the
plan.  

OTA, Frenkel and Cypress all voted to reject the plan, and
presumptively elected the standard distribution.  They
later change their rejections to acceptances, after their
objection to the plan was resolved.  Now, according to the
debtors they are asking for relief which will materially
change the pattern of distribution already locked in under
the plan, asking for Maximum Stock Distributions in lieu of
the elected Standard Distribution.  The debtor claim that
if they receive the relief that they seek, the value of the
Maximum Stock Option to all other timely electing creditors
will be significantly reduced.  Today's Man believes that
proper notice should go to affected creditors and that
there should be an emergency hearing on the merits of the
motion.


ZENITH: Hires Dangremond, Turnaround Expert
-------------------------------------------
Zenith Electronics Corp. has hired turnaround expert Robert
N. Dangremond to try to restore profitability for the
Glenview-based television maker. Dangremond, 54, is a
principal in Jay Alix & Associates, a New York-based
company that specializes in corporate restructurings.  He
was chairman and chief executive officer of printing
equipment maker AM International Inc. - now called
Multigraphics Inc. - in Mount Prospect from 1993-95 and
then became president and CEO of Forstmann & Co., a New
York-based clothing fabrics maker. He steered both
companies through bankruptcy reorganizations.  He will
serve as acting chief financial officer at Zenith, the
company said. He replaces Roger A. Cregg, 41, who resigned
to join another company.


DLS CAPITAL PARTNERS: Bond Pricing for Week of January 5
--------------------------------------------------------
The following are prices for selected issues:

Alliance Entertainment 11 1/4 '05        5- 6 (f)
Amer Telecasting 0/14 1/2 '04           25 - 29
APS 11 7/8 '06                          52 - 54
Bradless 11 '02                          5 - 6 (f)
Brunos 10 1/2 '05                       35 - 36
CAI Wireless 12 1/4 '02                 27 - 29
Cityscape 12 3/4 '04                    45 - 47
Echo Bay 11 '27                         80 - 84
Flagstar 11 1/4 '04                     38 - 40 (f)
Harrah's Jazz 14 1/4 '01                28 - 30 (f)
Hechinger 9.45 '12                      73 - 75
HIll's 12 1/2 '03                       80 - 81
Grand Union 12 '04                      54 - 55
Great Bay 10 7/8 '04                    78 - 80 (f)
Levitz 9 5/8 '03                        34 - 36
Liggett 11 1/2 '99                      66 - 69
Marvel 0 '98                             4 - 5
Mobilemedia 9 3/8 '07                   10 - 14 (f)
Mosler 11 '03                           77 - 80
Royal Oak 11 '06                        71 - 74
Speedy Muffler 10 7/8 '06               67 - 70
Stratosphere 14 1/4 '02                 52 - 58
Trump Castle 11 3/4 '03                 93 - 94
Wickes 11 5/8 '03                   94 1/2 - 95 1/2

Prices firmed this week as year-end selling abated.  A lack
of supply in the distressed market is still a major
complaint.  Great Bay (Sands Hotel) filed and joins our
list.

                         ---------

A listing of meetings, conferences and seminars appears   
every Tuesday.  
  
Bond pricing, appearing each Friday, is supplied 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, Editor.   
  
Copyright 1998.  All rights reserved.  This material
is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding,
electronic re-mailing and photocopying) is strictly
prohibited without prior written permission of the
publishers.   
  
Information contained herein is obtained from sources
believed to be reliable, but is not guaranteed.   
  
The TCR subscription rate is $575 for six months   
delivered via e-mail.  Additional e-mail subscriptions
for members of the same firm for the term of the initial   
subscription or balance thereof are $25 each.  For   
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at 301/951-6400.  
       
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