TCR_Public/980323.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
   Monday, March 23, 1998, Vol. 2, No. 56              

ADVANCED VOICE TECH: Case Summary & 20 Largest Creditors
ALPHASTAR TELEVISION: Court Dismisses Bankruptcy Cases
BRADLEES: $81 Million EBITDA Turnaround in Fiscal 1997
DECORATIVE HOME: Confirmation Hearing Reset For March 30
INTEGRAL PERIPHERALS: Filed for Chapter 11 Protection

JAYHAWK ACCEPTANCE: Anticipates a Profit in 1998
KIA MOTORS: Announces Details of 2nd Stage Survival Plan
LOT$OFF: Series B Preferred Stock Converted To Common Stock
MARVEL: Toy Biz Fourth Quarter-Year End Financial Results

P.I.E. MUTUAL: Heads for Extinction
PAN AM: Reduces Fleet Size; Adopts Charter Strategy   
PARAGON TRADE: Announces Fourth Quarter Results             
PAYLESS CASHWAYS: To Reduce Size of Headquarters
RELIANCE ACCEPTANCE: Class Action Suit Filed

SENTINEL IMAGING: Seeks Bankruptcy Protection
THE KLEID COMPANY: Case Summary & 20 Largest Creditors
V.O.C. ANALYTICAL: Files for Protection Under Chapter 11

ADVANCED VOICE TECH: Case Summary & 20 Largest Creditors

Debtor:  Advanced Voice Technologies
         71 West 23rd Street
         New York, NY 10010

Type of business: Voice messaging technology and                
educational services to schools and parents.

Court: Southern District of New York

Case No.: 98-41492    Filed: 03/3/98    Chapter: 11

Debtor's Counsel: John H. Drucker
                  Kevin R. Toole
                  Angel & Frankel, PC
                  460 Park Avenue
                  New York, New York 10022-1906
                 (212) 752-8000

Total Assets:              $1,831,406
Total Liabilities:         $2,346,402
                                                   No. of
                                         Amount    Holders
                                         ------    -------
Fixed, liquidated secured debt         $225,000          1
Contingent secured debt                      $0          0
Disputed secured debt                        $0          0
Unliquidated secured debt                    $0          0

Fixed, liquidated unsecured debt      $2,121,402       115  
Contingent unsecured debt                    $0          0
Disputed unsecured debt                      $0          0
Unliquidated unsecured debt                  $0          0

No. of shares of preferred stock              0          0
No. of shares of common stock         4,321,497        110  

20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
MLG,INC.                           Contract       $108,342
Dr. Jerold P. Bauch                    Loan       $105,000   
CIAMPA Organization                Contract        $90,362
Choate Hall & Stewart        Legal Services        $89,175
Trustees of the Masonic Hall          Lease        $46,899
Allen Evans Assoc. Inc.            Contract        $40,200
M&M Creative Services              Contract        $22,523
Sierchio & Albert, PC        Legal Services        $22,344
Lyon & Lyon LLP              Legal Services        $18,825
Ellen Langer, PHD                      Loan        $17,500
Barack, Ferrazzano,          Legal Services        $14,640
Amer. Stock Transfer           Trade Vendor        $12,750
Elizabeth Landau                       Loan        $12,550
Depository Trust Company           Contract         $9,510
The New York Media Group, Inc.        Trade         $9,274
Bell Technologys Group, Ltd.       Contract         $9,228
Trellis Software                      Trade         $9,132
Edinfo Press                     Goods Sold         $8,292
Bekin Van Lines             Moving Services         $7,954
Naft Computer Services    Computer Services         $7,709

ALPHASTAR TELEVISION: Court Dismisses Bankruptcy Cases
The U.S. Bankruptcy Court in Wilmington, Del., has agreed
to dismiss the bankruptcy cases of AlphaStar and Tee-Comm
Distribution Inc.  The court granted the lenders' motion
yesterday and retained jurisdiction for the limited purpose
of determining certain issues regarding a purchase price
dispute with Champion Holding Co.  The creditors' committee
supported the dismissal after reaching agreements with the
banks regarding payment of the panel's professional fees
and expenses. (Federal Filings, Inc. 19-Mar-1998)

BRADLEES: $81 Million EBITDA Turnaround in Fiscal 1997
On March 17, 1998 Bradlees, Inc. reported a net loss for
fiscal 1997 (52 weeks ended January 31, 1998) of
$22.6 million, or $1.98 loss per share, compared with a net
loss of $218.8 million, or $19.17 loss per share, in the
prior year.  The fiscal 1997 operating loss (before
interest, reorganization items and asset impairment
charge) was $5.2 million, compared with an operating loss
of $96.7 million in the prior year, an improvement of $91.5
million.  In addition, the company reported annual fiscal
1997 EBITDA (earnings before interest, taxes, depreciation
and amortization) of $35.1 million, an $81.2 million
improvement over the prior year.

Bradlees also reported a net profit of $25.9 million, or
$2.29 per share, for the fiscal 1997 fourth quarter (13
weeks) ended January 31, 1998, its second consecutive
quarterly net profit, compared with a net loss of $59.2
million, or $5.19 loss per share, for the fourth quarter
(13 weeks) ended February 1, 1997.  Operating earnings
(before interest, reorganization items and asset impairment
charge), which benefited from an improved gross margin rate
performance and certain additional cost reduction
initiatives, were $33.7 million in this year's fourth
quarter, compared with an operating loss of $1.5 million in
the prior year's fourth quarter.  Fourth quarter EBITDA was
$45.5 million, compared with EBITDA of $11.2 million in the
prior year.

Total sales for the fourth quarter were $461.6 million,
down from $463.0 million in the prior year, due to one less
store in operation. Comparable store sales stabilized
during the important fourth quarter and were unchanged from
last year's fourth quarter.  Total sales for fiscal
1997 were $1.4 billion, down from $1.6 billion in fiscal
1996, due primarily to 27 stores closed during the prior
year.  Annual comparable-store sales declined 5.0 percent
due to a significant reduction in the number of promotional
activities in 1997 that had historically poor profit

Peter Thorner, Chairman and Chief Executive Officer, said,
"Bradlees' EBITDA and earnings levels exceeded the amounts
set forth in our fiscal 1997 business plan and represent a
significant improvement over the prior two years.  The
magnitude of this improvement in operating performance
will permit the company to emerge from Chapter 11 by the
middle of this year.  We expect to file a plan of
reorganization next month. (Bradlees Bankruptcy News - 17-

DECORATIVE HOME: Confirmation Hearing Reset For March 30
After Decorative Home Accents, Inc. received some
objections to its reorganization plan, its plan
confirmation hearing was postponed and rescheduled for
March 30.  Indenture trustee Firstar Bank of Minnesota N.A.
has objected to confirmation of the plan, arguing that it
gives certain Class 4 bondholders superior registration
rights to new common shares, rights and over-subscription
options designated for class members. (Federal Filings,
Inc. 19-Mar-1998)

INTEGRAL PERIPHERALS: Filed for Chapter 11 Protection
Boulder-based Integral Peripherals filed for Chapter 11
bankruptcy protection last week, after money from its Asian
investors dried up. The filing by the maker of small
computer disk drives came in the wake of February layoffs
at the company's headquarters and the departure of
President and Chief Operating Officer Larry Birtzer.

Chief Executive Officer Steve Volk said he expects the
company to emerge from reorganization in two to three
months. He also said Integral has a new investor.
(Rocky Mountain News - 03/19/98)

JAYHAWK ACCEPTANCE: Anticipates a Profit in 1998
Jayhawk Acceptance Corporation reported a net loss of
$14,867,000 for the three months ended December 31, 1997,
compared to a net loss of $57,770,000 for the same quarter
in 1996.  Revenues for the fourth quarter of 1997 were
$3,552,000, versus $16,174,000 for the same quarter of
1996.  Net loss for the full year 1997 was $40,998,000
compared to a net loss of $49,738,000. Revenues for 1997
were $35,548,000, compared to $53,566,000 in 1996.

The fourth quarter net loss is largely attributable to a
special charge of $12,536,000 taken to write down
automotive installment contracts receivable to
estimated net realizable value and to establish as a
liability the estimated fixed amount due to automotive
dealers under the confirmed plan of reorganization pursuant
to Chapter 11 of the U.S. Bankruptcy Code (the Plan).

As a result of the Plan, the Company no longer splits
collections 80% to a Dealer's pool and 20% to the Company.
Based on collections to date in the first quarter of 1998,
the Company anticipates that it will report a profit in the
first quarter of 1998.

KIA MOTORS: Announces Details of 2nd Stage Survival Plan
South Korea's insolvent Kia Motors on Friday
released details of its "second-stage survival plan"
including a cut in annual auto output and a relocation of
its production facilities. Release of the details,
including a production cut from 700,000 to 600,000 units
annually, followed a warning by President Kim Dae-Jung on
Thursday that the problem of troubled conglomerates could
not be allowed to drag on.

The president singled out Kia, Halla and Hanbo
conglomerates as troublemakers sucking up scarce bank loans
and causing social troubles. It was his strongest comment
yet on the fate of the three insolvent conglomerates.
Kia Motors, one of the country's four largest car makers,
filed for court receivership last year when its parent
group collapsed under debts of more than 10 trillion won
(6.7 billion dollars).

On Thursday, Kia officials insisted that Kim had not
necessarily meant that Kia Motors, which has been dogged by
persistent speculation that it would be sold to Samsung
Motors Inc., should be closed.  Samsung began turning out
mid-sized passenger cars in March, despite daunting
difficulties which could be best solved by taking over an
existing auto maker.

"We will be able to get back on our feet if creditors,
including the state-financed Korea Development Bank, swap
loans for equity shares," Kia Motors spokesman Chun Sang-
Jin told AFP.  "Most probably, the Korean Development Bank
will emerge as our main shareholder in a court decision
before the end of this month," he said.

Included in the second stage financial plan are relocation
of the auto production facilities to the firm's complex in
the Asan Bay area to bring all the company's operations
under the same roof. The company, under its restructuring
plan has already cut down the number of its directors from
73 to 38 and replaced half of them with outside directors,
and trimmed its departments from 199 to 139.

LOT$OFF: Series B Preferred Stock Converted To Common Stock
San Antonio based LOT$OFF Corporation announced today that
it had received court approval of its Motion for Leave to
Consolidate Certain Steps to Be Taken Pursuant to its
Confirmed Plan of Reorganization from Judge Leif M. Clark
at a hearing in the United States Bankruptcy Court for the
Western District of Texas, San Antonio Division.  The
Motion, which was supported by the Class 7 Agent, sought to
consolidate certain steps to be taken pursuant to the
Company's plan of reorganization, as amended and modified,
confirmed by the Court on June 3, 1997 and effective June
16, 1997.

The Court determined that the Motion was "well-founded and
should be granted" and entered an order authorizing the
Company "to consolidate the treatment of Class 7 Creditors
by the issuance of two shares of Common Stock in lieu of
any single share of Series B Preferred Stock, Series A
Conversion Rights or Series A Preferred Stock as the case
may be, which would otherwise have been issued pursuant to
the Confirmed Plan."  

The Court also ordered, among other things, that the
Company "may continue to issue such two shares of Common
Stock in lieu of one share of Preferred Stock to holders of
Class 7 Allowed Claims, until all such Allowed Claims are
paid in full with Common Stock and/or cash at which time
LOT$OFF's obligations to the holders of Allowed Class 7
Claims shall be fully satisfied."  

Prior to the Court's order, the Company had 2,532,440
shares of Common Stock and 798,210 shares of Series B
Preferred Stock (convertible into 1,596,420 shares of
Common Stock) outstanding.  As a result of the Court's
order, the Company now has 4,128,860 shares of Common Stock
outstanding and no shares of Series B Preferred Stock.

LOT$OFF's obligation to the holders of Class 7 Allowed
Claims is secured up to the face amount of such claims by
certain net proceeds from important litigation brought by
the Company.  To the extent the Company receives such net
proceeds up to the face amount of Class 7 Allowed Claims,
holders of such claims will now receive Common Stock and/or
cash in full satisfaction of their claims.

MARVEL: Toy Biz Fourth Quarter-Year End Financial Results
Toy Biz, Inc. reported financial results for the fourth
quarter and year ended December 31, 1997.  For the quarter,
net sales were $41.2 million with a net loss of $13.5
million, or $0.48 per share, compared to net sales of $54.0
million and net loss of $2.5 million or $0.09 per share in
the fourth quarter a year ago. For the year ended
December 31, 1997, net sales were $150.8 million with a net
loss of $29.5 million or $1.06 per share, compared to net
sales of $221.6 million and net income of $16.7 million or
$0.61 per share for the year ended December 31,

The Company noted that its results, starting in the fourth
quarter of 1996, were negatively impacted by the financial
difficulties and subsequent bankruptcy of Marvel.  The
Company further noted that fourth quarter and year
end results for 1997 continued to be negatively impacted by
the Marvel bankruptcy and related non-recurring charges,
including sales allowances as well as professional service
fees and other transaction costs related to current and
previous proposals to combine Toy Biz and Marvel.

Joe Ahearn, President and Chief Executive Officer of Toy
Biz said, "Although the financial results for the fourth
quarter and year end continue to reflect the negative
impact of the Marvel bankruptcy on the Company's business,
the performance of a number of our products was very

Although it is not normal Company policy to comment on
future results, in light of the Company's disappointing
performance during 1997 and the recent progress on the
Marvel Plan of Reorganization, Mr. Ahearn issued the
following comment on the Company's 1998 1st quarter: "The
announcement of a May 4th confirmation hearing on our Plan
of Reorganization for Marvel has added some stability to
the Company's marketing and sales efforts and consequently
we expect that the Company will generate a profit for the
1st quarter of 1998."

As previously announced, Toy Biz has put forward a proposal
to combine Toy Biz and Marvel.  The Toy Biz proposal has
the support of Marvel's Senior Secured Creditors and the
Official Committee of Marvel's Unsecured Creditors.
In commenting on the Marvel situation, Mr. Ahearn noted,
"We continue to be pleased with the progress that has been
made in our efforts to bring this situation to a close.  
The recent support received from Marvel's Unsecured
Creditors Committee is a further step in the right
direction."  A hearing before the court overseeing Marvel's
bankruptcy on the motion to confirm Toy Biz's Plan of
Reorganization is scheduled for May 4th.

Midcom sued its former Chief Executive Officer Ashok Rao
for the return of more than $1.7 million he received for
stock redemptions, severance pay, benefits, and property
transfers.  According to the complaint, filed with the U.S.
Bankruptcy Court in Detroit on March 12, the payments are
either fraudulent conveyances or preferences that the
company is entitled to avoid. (Federal Filings, Inc. 19-

P.I.E. MUTUAL: Heads for Extinction
An Ohio judge is almost certain to liquidate the assets of
a bankrupt Columbus-based medical malpractice insurer with
which thousands of doctors had policies, Ohio officials
said. P.I.E. Mutual Insurance Co.'s (PIE) board of trustees
agreed earlier this week to give up its challenge to Ohio
officials' request that a court dissolve the company.

The board decided to agree to the liquidation after hearing
from the accounting firm Coopers & Lybrand, whom it had
hired to examine the company's books. The decision comes
after several other insurers, which had expressed interest
in taking over PIE, backed off. PIE's former president and
chief executive, and two other top executives, who were
fired by the board on Dec. 13, are being investigated by
state and federal officials for fraud and embezzlement.
Ohio is also suing the executives, claiming they illegally
received $11.3 million from the company, and demanding that
they return it.
(Daily Record Baltimore - 03/19/98)

PAN AM: Reduces Fleet Size; Adopts Charter Strategy   
Pan Am said that it has rejected seven leases of 737-400
aircraft leased from International Lease Finance Corp.
("ILFC"), effective between Friday, March 20 and Wednesday,
April 1, and will seek approval of these lease rejections
at a hearing in the Bankruptcy Court on Friday, March 20.
Five of the rejections would be effective on Monday; six of
the planes are scheduled for charter flights over the

Pan Am has also today informed the Miami Heat that Pan Am
will no longer fly the Heat after next Wednesday.
"Pan Am's business strategy is to operate as a charter
carrier while it pursues reorganization discussions with
its Creditors' Committee," David A. Banmiller, Pan Am's
President and CEO said. "The company's scaled down
operations are projected to be both cash positive and
profitable. Pan Am also continues in discussions with
investor groups," he added.

Pan Am had retained the seven ILFC planes while negotiating
with investors who had premised offers on the availability
of those planes. Keeping the ILFC planes generated rent
accruals of approximately $60,000 per day, which exceeded
charter revenues Pan Am was able to generate after it
ceased regular scheduled service last month. Both the
Creditors' Committee and the U.S. Trustee had
questioned the further retention of the ILFC leases.

The Creditors' Committee has indicated its support for the
company's decision to reject the ILFC leases. Pan Am noted
that the U.S. Trustee's motion to convert its
reorganization efforts to a Chapter 7 liquidation was
largely based upon projected losses under the ILFC leases.

PARAGON TRADE: Announces Fourth Quarter Results             
Paragon Trade Brands, Inc. reported its fourth quarter and
full year 1997 financial results.  The results reported
reflect the unfavorable patent infringement judgment which
the Company is currently appealing, as well as the
Company's subsequent Chapter 11 filing which was
necessitated by the judgment.  

Paragon reported a net loss of $224.9 million, or $18.82
per share, for the fourth quarter ended December 28, 1997,
including non-recurring fourth quarter charges of
approximately $211 million, substantially all of which are
non-cash.  These non-recurring charges include a $200
million loss contingency related to the patent infringement
judgment and associated litigation expenses.

The balance of the non-recurring charges is related to an
asset impairment associated with certain computer software
and related consulting costs which had previously been
capitalized and the tampon manufacturing assets of the
Feminine Care business.  Net sales for the quarter were
$136.4 million compared to $142.4 million for the same
period last year.

For the twelve months ended December 28, 1997, the Company
reported a net loss of  $212.7 million, or $17.86 per
share, compared to net earnings of $21.1 million, or $1.76
per share, for the year ended December 29, 1996.  Net sales
for the twelve months were $562.0 million compared to
$581.9 million for the year ended December 29, 1996.  
Excluding non-recurring charges, operating
earnings before interest, taxes, depreciation and
amortization ("EBITDA") totaled approximately  $63 million.

As has been previously reported, on December 30, 1997, the
Delaware District Court issued an opinion finding that two
of The Procter & Gamble Company's inner-leg gather patents
were valid and infringed by the Company's "Ultra" diaper
products.  The Company is pursuing a motion for a new trial
or to alter or amend the judgment and at the same time has
filed an appeal of the District Court's decision.  

PAYLESS CASHWAYS: To Reduce Size of Headquarters
Payless Cashways Inc., the Kansas City-based home
improvements retailer that in December emerged from Chapter
11 bankruptcy protection, is reducing the size of its
headquarters office after trimming its headquarters staff
by 175.

The company will retain 170,000 square feet at 2 Pershing
Square and release about 45,000 square feet in the spring,
said Larry Glaze of Glaze Commercial Real Estate Advisors
Inc./ CRESA, who assisted Payless with its lease
restructuring and extension.
(Kansas City Business Journal - 03/13/98)

RELIANCE ACCEPTANCE: Class Action Suit Filed
A class action has been commenced in the United States
District Court for the Western District of Texas on behalf
of both purchasers of Reliance Acceptance Group, Inc.
("Reliance") common stock during the period March 14,
1995 to November 14, 1997 (the "Class Period") as well as
persons whose ownership of shares (regardless of when
acquired) entitled them to vote at the Company's November
15, 1996 shareholder meeting where shareholders approved a
split-off transferring the Company's most valuable assets
to insiders.  Reliance was previously known as Cole Taylor
Financial Group, Inc.  

The complaint charges that Reliance, the Taylor family,
certain other insiders, its auditors and its financial
advisors inflated the assets and income of the Company's
subprime auto loan business by grossly understating its
bad loan reserve thereby defrauding purchasers of Reliance
stock during the Class Period in violation of the
Securities Exchange Act of 1934 and state law.

This enabled the Taylor family to induce shareholders to
approve a spin-off to the Taylors, Reliance's dominant
shareholders, of the profitable Cole Taylor Bank subsidiary
while leaving the public stockholders with Reliance's Cole
Taylor Finance Co. subsidiary.  At the time of the
shareholder vote defendants represented the finance
subsidiary as a rapidly growing and profitable subprime
auto loan business when, in fact, it was technically

Only a few days after the February 12, 1997 completion of
the spin-off, defendants began to reveal Reliance's
problems.  In the following nine months, defendants were
forced to announce $110 million in charges against income
to add to Reliance's loan loss reserves.  

In light of these belated disclosures, Reliance recently
filed for bankruptcy protection.  Its stock price plummeted
to less than $0.25 per share from its Class Period high of
$31.25.  Plaintiff is represented by Kahn & Associates,

SENTINEL IMAGING: Seeks Bankruptcy Protection
ColorSpan Corporation, primary operating subsidiary of
Lasermaster Technologies, Inc. announces that on February
20, 1998 the United States District Judge confirmed
a jury verdict in favor of ColorSpan against Sentinel
Imaging, a division of Sentinel Business Systems, Inc. in
the amount of $2,174,080.12, plus interest,
which ColorSpan calculates to be another $189,561.00,
defeating all requests from Sentinel for relief from the
jury verdict in this matter.

Additionally, the Court imposed an injunction on Sentinel
prohibiting Sentinel from selling ColorSpan ink systems
with Profiler chips which use the trade secrets
misappropriated from ColorSpan.  The Court further
concluded that ColorSpan was entitled to begin actions to
collect the judgment.

On February 11, 1998, ColorSpan sued Sentinel in another
separate action arising from Sentinel's violation of
ColorSpan's copyrighted ColorMark(TM) color management
software.  ColorSpan is currently considering further legal
action against at least one individual who is an officer
and director of Sentinel.  Such action may be based in part
on Sentinel's stipulation during the original court
proceedings that certain confidential internal ColorSpan
documents were found in the basement of the director.

On March 18, 1998 Sentinel filed a voluntary petition for
Chapter 11 bankruptcy protection.  Sentinel has indicated
it intends to seek permission of the bankruptcy court to
allow it to use encumbered funds which it alleges will
be needed to operate the business.  Sentinel has not yet
indicated how creditor claims will be satisfied or how it
will satisfy the judgment in favor of ColorSpan and any
liability arising from the recently filed suit.

THE KLEID COMPANY: Case Summary & 20 Largest Creditors

Debtor:  The Kleid Company Inc.
         530 Fifth Avenue
         New York, NY 10036-5101

Court: Southern District of New York

Case No.: 98B-41699    Filed: 03/11/98    Chapter: 11

Debtor's Counsel: Robert R. Leinwand
                  Robinson Brog Leinwand Greene et al
                  1345 Avenue of the Americas
                  New York NY 10105-0143

Total Assets:              $9,947,794.01
Total Liabilities:        $14,539,427.75

20 Largest Unsecured Creditors:

   Name                                       Amount
   ----                                       ------
Conde Nast Publications                   $1,682,497
Kiplinger Washington                        $970,333
530 Fifth Avenue RPF 111                    $794,243      
Smithsonian Magazine                        $606,801
Millard Group, Inc.                         $594,975
List Services Corp                          $495,226
The Taunton Press                           $384,699
Direct Media                                $312,517
Media Marketplace                           $280,841
Novus Marketing, Inc.                       $264,620
Seventeen Magazine                          $255,106
Outside Magazine                            $225,875
Compuname Inc.                              $214,682
Kids Discover                               $200,148
Stevens Knox List Mgemt                     $196,974
Horizon Mangement Services                  $186,484
American List Counsel                       $181,922
RL Polk & Company                           $166,952
Pro Football Publications Inc.              $164,566
Disney Magazine Publishing                  $140,376

V.O.C. ANALYTICAL: Files for Protection Under Chapter 11
V.O.C. Analytical Laboratories, Inc., has announced
that it has filed for reorganization and protection under
Chapter 11 of Federal Bankruptcy laws, effective February
26, 1998.

The decision to reorganize under Chapter 11 protection was
reached by management when negotiations for bridge
financing prior to an anticipated $5 million equity
offering broke down.  The failure to reach full agreement
in negotiations, involving the secured lenders and the
bridge financing source, disrupted V.O.C.'s ability to
complete its equity offering.

V.O.C. is currently focusing its energies and resources on
its more profitable East Coast operations, including the
26,000 square foot state-of-the-art laboratory facility in
Boca Raton and the network of sales and service offices in
Florida, the southeast and the midwest.  V.O.C. has begun
an orderly shutdown of its Glendale, California laboratory
that will convert that laboratory into a sales and service


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