TCR_Public/980511.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, May 11, 1998, Vol. 2, No. 93                  

                  Headlines

ALLIANCE ENTERTAINMENT: Earnings for Month Ended 3/31/98
AMICI MEI: Casa Donaldo's Debts/Assets                           
CALL 4 WIRELESS: Files for Chapter 11 Bankruptcy
DECORATIVE HOME: Sees Big Plan Changes, Ups Term Loan
GAYLORD COMPANIES: Unimag Supports Its Own Plan

GAYLORD COMPANIES: United Magazine Company Objects to Plan
KENETECH WINDPOWER: Committee Seeks Approval of Settlement
MONTGOMERY WARD: Seeks Insurance Premium Financing
NATURE'S ELEMENTS: Committee Applies to Retain Firm
OLD AMERICA STORES: Deadline for Filing Proofs of Claim

ONEITA INDUSTRIES: Amended Disclosure Statement
ONEITA INDUSTRIES: Hearing on Confirmation of Plan
PEGASUS GOLD: Seeks 75-Day Exclusivity Extension
UNISON-HEALTHCARE: Reports First Quarter Results
VENTURE STORES: Liquidation Sales Begin May 8, 1998

VENTURE STORES: $1.75 Million Breakup Fee
VITALE ENTERPRISES: Order Authorizes Auction Sale

                 *********

ALLIANCE ENTERTAINMENT: Earnings for Month Ended 3/31/98
--------------------------------------------------------
On May 1, 1998, Alliance Entertainment Corp. announced its
earnings for the month ended March 31, 1998. The Company
reported a consolidated net loss of $3.2 million on net  
sales of $25.8  million.  The reported loss includes $2.5
million in interest and reorganization expenses. The
Company also announced that it has requested a two-week  
extension to approximately  May 15, 1998, of its exclusive  
right to file a plan of reorganization  with  the United
States Bankruptcy Court.

The Company said that it has made  progress  in the  sale
of its Castle Communications  subsidiary, and that the
Court recently approved certain bidding procedures  and a
model purchase  agreement  for the  sale of  Alliance's  
U.K. subsidiary. The filing of Alliance's plan of
reorganization is not contingent on the Castle sale.
However, Mr. Weisman said, the procedures approved by the
Court "are calculated to protect the interests of all
creditors  while  permitting the Company the necessary
leeway to maximize recoveries to the estate."


AMICI MEI: Casa Donaldo's Debts/Assets                           
---------------------------------------
Assets and debts were listed recently for the "temporarily
closed" Casa Donaldo, an Italian restaurant at Restaurant
Row. In the Chapter 11 reorganization filing by Amici Miei
Inc. d/b/a Casa Donaldo, the company listed $2 million in
total assets and total debts of $617,093.

The number of creditors was listed at 72. The number of
equity holders was estimated at between 1 and 19.
Casa Donaldo filed for bankruptcy protection April 13,
1998.(Pacific Business News Honolulu - 05/04/98)


CALL 4 WIRELESS: Files for Chapter 11 Bankruptcy
------------------------------------------------
Call 4 Wireless, a Minnetonka-based reseller of cellular
phone and paging services, has filed for Chapter 11
protection from creditors in U.S. Bankruptcy Court in
Minneapolis. Bob Stein has resigned as its president and
chief executive officer.

Stein, the former president of the Minnesota Timberwolves
and Target Center, was named president and CEO of Call 4
Wireless in January. The company, which buys wireless
service time in bulk and resells it to Twin Cities area
customers, was formed about a year ago. (Star Tribune Twin
Cities - 05/05/98)


DECORATIVE HOME: Sees Big Plan Changes, Ups Term Loan
-----------------------------------------------------
Citing operating losses, the continued unwillingness of
vendors to provide necessary trade credit, and the
refusal of Calvin Klein Inc. (CKI) to extend its license,
Decorative Home Accents Inc. expects that it will need to
"substantially revise"  its first amended plan of
reorganization.  While the company believes CKI's actions
in refusing to extend the license are "wrongful,"
Decorative Home has entered into sale and settlement
negotiations with Crown Crafts Inc., CKI's proposed new
licensee, regarding the sale of the company's Calvin Klein
Home business to Crown Crafts.  Citing cash needs during
the next few months," Decorative Home is seeking to borrow
an additional $11 million under its term loan agreement.
(Federal Filings Inc. 08-May-1998)


GAYLORD COMPANIES: Unimag Supports Its Own Plan
-----------------------------------------------
United Magazine Company ("Unimag") submits a Memorandum
in support of confirmation of its plan of reorganization of
with regard to the bankruptcy estates of debtors Gaylord
Book Company, Sawworth Book Company, Gaylord's Inc. and
Gaylord Enterprises, Inc. dated April 16, 1998.

Unimag states that its plan meets each requirement for
confirmation.  Unimag states that its plan is in the best
interests of creditors, that it is submitted in good
faith, that it has been accepted by the requisite classes
of creditors and interest holders, that it provides for
the payment of priority claims, that it has been accepted
by at least one impaired, non-insider class, and that it
is feasible.


GAYLORD COMPANIES: United Magazine Company Objects to Plan
----------------------------------------------------------
United Magazine Company ("Unimag")objects to confirmation
of the Second Amended Plan of Reorganization of the
debtors, Gaylord Book Company, Sawworth Book Company,
Gaylord's, Inc. and Gaylord Enterprises, Inc.

Unimag states that the debtors' plan does not meet the
requirements for confirmation; that the plan clearly
violates the absolute priority rule and cannot be
crammed down over any dissenting class of creditors.  
Unimag states that the debtors' plan proposes payment of
the "grand total" of $120,000, pro rata, over five years,
to general unsecured creditors with unsecured claims
estimated in the debtors' Disclosure Statement to be in
the amount of  approximately $1.2 million.  The Bookstore
Debtors' Plan also provides for two separately classified
creditors, Ingram Book Company and Greenfield Commercial
Credit LLC to receive payments in less than the full
amount of their respective claims.  Greenfield and Ingram
have both voted to reject the Bookstore debtors' plan.

According to Unmimag, the proposed plan cancels all
existing stock interests and all of the stock in the
reorganized company is to be issued to three daughters of
George Gaylord, the largest shareholder of the parent
company of the debtor. There is no infusion of new value by
these three insiders receiving equity under the Bookstore
debtors' plan.  Accordingly the Booksore debtors' plan
cannot be confirmed absent the support of all classes of
creditors.

Unimag also states that the plan cannot be confirmed under
the new value exception to the absolute priority rule.  
When companred to the value of the stock in the
reorganized company, the property interests to be
received by the estate in exchange for the equity
interests in the reorganized company to be issued to
Gaylord's daughters is not a reasonably equivalent
contribution in money and the value contributed is not
substantial.

Under the debtors' plan, only insiders have been afforded
the opportunity to receive equity in the debtors without
exposing the debtors' property to a situation where a
third party might bid or otherwise make a higher offer.
Unimag states that its proposed plan of reorganization
provides a substantially greater return than the debtors'
plan without the risks associated with the debtors' plan.


KENETECH WINDPOWER: Committee Seeks Approval of Settlement
----------------------------------------------------------
The Official Creditors Committee of Kenetech Windpower,
Inc. ("KWI") is seeking approval of a Settlement Agreement.   
The agreement represents an overall compromise of numerous
claims and disputes between and among the settling parties.  
The key provisions are as follows:

The Indenture Trustee will withdraw its claims against the
KWI estate with prejudice.  The claims exceed $206 million.

CNF (wholly owned subsidiary of Kenetech corporation) and
the KWI estate will mutually release all claims and
disputes between them, resulting in the withdrawal of over
$14 million in claims.

Kenetech and its subsidiaries will release all prepetition
claims against the KWI estate except for certain claims
which shall be subordinated to all other claims in the KWI
estate under the terms of a plan of reorganization.

Kenetech and Kenetech Energy Systems will be jointly and
severally liable to the KWI estate for $6.5 million
The KWI estate will release any claims it might have
against present or former directors and officers of
Kenetech and KWI and their subsidiaries so long as such
directors and officers do not assert claims against the KWI
estate.

The parties will not seek substantive consolidation of any
of the entities or estates, and KWI will assume the Tax
Allocation Agreement.


MONTGOMERY WARD: Seeks Insurance Premium Financing
--------------------------------------------------
Montgomery Ward Holding Corpl., et al., seeks court
authorization authorizing the debtors to enter into an
insurance premium financing arrangement with AFCO Credit
Corporation or such other insurance premium finance company
that the debtors select.

The debtors seek authority to enter into an agreement
similar to the 1997-98 Agreement for the June 1998 through
June 1999 period.  Under last year's agreement the payment
of approximately $4.9 million in insurance premiums was
financed.  The New Agreement would provide that the Premium
Finance Company would pay the balance of premiums due under
the Insurance Policies net of five (5) down payments made
by the debtors, in consideration for which the debtors
would be obligated to repay the balance due to the Premium
Finance Company in installments over the term of the New
Agreement.

The debtors estimate that the payment of approximately $4
million in insurance premiums would be financed by the New
Agreement.  The debtors anticipate that no more than 35% of
this amount would be required as a down payment, and the
remainder would be payable  in installments over the one-
year term of the New Agreement.

The debtors state that entering into the New Agreement will
benefit these estates by preserving borrowing availability
under the DIP Facility and, in addition, reducing interest
costs.  The debtors estimate that interest costs will be
reduced by approximately $50,000 as a result of entry into
the New Agreement when compared to the interest costs that
would be incurred if the debtors were to borrow the
equivalent amounts under the DIP Facility.

The debtor also states that the court has recognized the
necessity of the insurance coverage involved and the
benefits to these estates of insurance premium financing by
the entry of the First Insurance Premium Fiancing Order.


NATURE'S ELEMENTS: Committee Applies to Retain Firm
---------------------------------------------------
The Official Committee of Unsecured Creditors of Nature's
Elements International Limited seeks authorization and
approval to retain Nudelman, Nudelman & Ziering to collect
default judgments for the Committee.  There are three
existing default judgments that have been entered but
remain uncollected, and the Committee, with the consent of
the debtors desire to retain the firm to collect on these
three default judgments and any that may arise in the
future. The firm ahs agreed to collect the sums due for a
percentage of each default judgment.


OLD AMERICA STORES: Deadline for Filing Proofs of Claim
-------------------------------------------------------
Nine store leases were deemed rejected by the debtors, Old
America Stores, Inc., Old America Wholesale, Inc., and Old
America Store, Inc., debtors.  All persons or entities
wishing to assert a claim against the debtors based on the
rejection of the closing store leases must file a proof of
rejection claims on or before July 6, 1998.

The stores are located in Greeley, CO; New Hope, MN;
Columbia Heights, MN; Kenner, LA; Virginia Beach, VA;
Lexington, NC; Stockbridge, GA; Ft. Oglethorpe, GA; and
Jackson, TN.


ONEITA INDUSTRIES: Amended Disclosure Statement
-----------------------------------------------
Oneita Industries, Inc., debtor, believes that the
acceptance of its amended plan of reorganization is
essential for Oneita's continued survival and that the
plan provides the bet opportunity for enhanced recoveries
for its creditors and common stockholders.

Th plan divides the claims against, and equity interest in,
Oneita into the following classes:

Unclassified  Administrative Expenses       Paid in full
Unclassified  Priority Tax Claims           Unaffected
Class 1       Priority Non-Tax Claims       Unimpaired
Class 2       Old Revolving Credit Lender
               Claims and Old Prudential
               Claim                         Impaired
Class 3       Old Gintel Claim               Impaired
Class 4       Trust Company Bank Claim       Unimpaired
Class 5       SouthTrust Bank Secured Claim  Unimpaired
Class 6       First Bank Secured Claim       Unimpaired
Class 7       Other Secured Claims           Unimpaired
Class 8       General Unsecured Claims        Unimpaired
Class 9       Old Common Stock Interests     Impaired

The treatment of Impaired Classes is as follows:
Class 2: The Old Prudential Claim and the Old Revolving
Credit Lender Claims shall be deemed Allowed.  Each holder
shall receive its pro rata share of $15 million in cash,
its pro rata share of the New Senior secured Notes and its
pro rata share of 72% of the New Common Stock.

Class 3:The holder of this Allowed Old Gintel Claim shall
receive 7.75% of the New Common Stock.

Class 9: The Reverse Stock Split and cancellation of the
Old Common Stock shall be effected and each holder of na
Allowed Equity Interest in class 9 shall receive its pro
rata share of 20.25% of the New Common Stock.


ONEITA INDUSTRIES: Hearing on Confirmation of Plan
--------------------------------------------------
A hearing to consider confirmation of the Amended Plan of
Reorganization of Oneita Industries, Inc. dated March 18,
1998 will be held on May 12, 1998.


PEGASUS GOLD: Seeks 75-Day Exclusivity Extension
-------------------------------------------------
Reaffirming its position that filing a reorganization plan
by July 31 is "achievable," Pegasus Gold Inc. is seeking a
75-day extension of its exclusive period to file a plan.  
The mining company said its "clear vision" of how it would
like the case to unfold includes exploring a sale while
simultaneously trying to develop a consensual plan based on
the conversion of debt to equity if no attractive sale
prospect emerges. (Federal Filings Inc. 08-May-1998)


UNISON-HEALTHCARE: Reports First Quarter Results
------------------------------------------------
Unison HealthCare Corporation announced results of
operations for the first quarter ended March 31, 1998.
Revenues for the three months ended March 31, 1998, were
$54.7 million compared with revenues for the prior year
period of $55.7 million. Loss before income taxes for the
three months ended March 31, 1998, was $5.0 million  
compared with a loss before income taxes of $6.1 million
for the prior year period. Net loss for the three months
ended March 31, 1998, was $3.3 million, or $0.51 per share,
compared with a net loss of $4.1 million, or $0.66 per  
share, for the same period in the previous year.

The Company is in the process of disposing of certain
facilities which do not meet its operational and financial
objectives. Since January 1, 1998, Unison has disposed of
seven nursing facilities with 641 licensed beds and two  
assisted living facilities with 92 units.

Michael A. Jeffries, president and chief executive officer
said, "Average occupancy in the 1998 first
quarter did not rebound from fourth quarter 1997 levels as
expected, primarily  due to the continuing negative
perception which the Company is receiving as a result of
the bankruptcy filing in its Texas and Indiana markets."


VENTURE STORES: Liquidation Sales Begin May 8, 1998
---------------------------------------------------
Venture Stores Inc. is beginning its going-out-of-business
sale this morning.  On Thursday, the U.S. Bankruptcy Court
in Wilmington, Del., gave two companies the right to
conduct the sale, which will occur at the 73 Venture  
stores still open, including seven in the Kansas City area.

The court approved a joint offer by Gordon Brothers Retail
Partners and Hilco/Great American Group that will guarantee
Venture more than $175 million.  The agreement calls for
the two companies to give Venture 52.75 percent of $350
million, the estimated value of remaining inventory.
Revenue earned over the amount reserved for Venture will be
kept by Gordon Brothers and Hilco, which are managing the
sales.

Sid Lambersky, a vice president for Hilco, said discounts
would start at about 20 percent. Normal store hours will be
kept for the sale. Cash, checks  and credit cards will be
accepted.  It was estimated last week that the inventory
liquidation would be completed by mid-July. Lambersky said
Thursday that he was uncertain when the sale would be
completed.


VENTURE STORES: $1.75 Million Breakup Fee
-----------------------------------------
Venture Stores Inc. won court approval of procedures for
the sale of its store leases, including the payment of a
$1.75 million breakup fee to Kimco Realty Corp. if another
party out-bids the real estate investment trust for the
leases at a May 29 auction. The Hilco/Great American Group
venture outbid a number of other liquidators at a six-hour
auction Wednesday by increasing its 49% minimum guaranteed
return to 52.75% of the retail value of the inventory (at
least $350 million) at 73 Venture stores. (Federal Filings
Inc. 08-May-1998)


VITALE ENTERPRISES: Order Authorizes Auction Sale
-------------------------------------------------
A hearing having been held on April 23, 1998, Judge
William F. Tuohey granted the motion of the debtors,
Vitale Enterprises, Inc. et al. to conduct an auction sale
and to sell at auction the FF&E outside the ordinary
course of their business.  The debtors are authorized to
retain and employ A.J. Willner & Co. Inc.  The
commissions to be paid Willner will not exceed 10% on the
first $50,000, 7% on the next $50,000, 5% of the next
$50,000 and 3% of all amounts above $150,000, together
with reimbursement of expenses in an amount to be allowed
by the court.

                  *********

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