TCR_Public/980609.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
     
      Tuesday, June 9, 1998, Vol. 2, No. 112

                  Headlines

APS: First Request for Extension of Exclusivity
ARAPAUR: Ricardo Mansur to Takeover Arapua Chain
BRADLEE'S: PBGC Objects to Disclosure Statement
BRADLEE'S: Operations for Five Weeks Ended April 4, 1998
BRUNO'S: Exclusivity Extension Approved

BRUNO'S: Sale of Alabama Shopping Center
CITYSCAPE: Files Form 8-K with SEC; Outlines Restructuring
CITYSCAPE: Home Loan Notes On Fitch RatingAlert: Negative
DRUG EMPORIUM: Sells Inventory to Close Arizona Stores
FPA MEDICAL MANAGEMENT: Files SEC FORM 8K

FIDELITY BANCORP: Files Form 10QSB/A with SEC
FIRSTCITY: Liquidating Trust Intends to Extend Term
FLORIDA TELEPHONE: Files Chapter 11
HOMEPLACE STORES: 12 Stores Closing; Bid Procedure Ok'd
HOSPITAL STAFFING SERICES: Report of Stock Ownership

HUNGARIAN BROADCASTING: Files Form 8-KA with the SEC
LONG JOHN SILVER: DIP Pact Requires $14M EBITDA By Year-End
MOTOROLA: Restructuring Charges of Almost $2 Billion
PETRIE RETAIL: Seeks 30 Day Extension of Exclusivity
PHILIPPINE AIRLINES: On the Brink of Bankruptcy

PLAYNET TECHNOLOGIES: Files Chapter 11
SPENCER METAL: EPA Lowers Fine to Prevent Bankruptcy
THERMADYNE HOLDINGS: Merger with Subsidiary of DLJ
UNISON: Fails to Renegotiate $100 Million Debt
VALLEY COMMERCIAL COLLEGE: Files Chapter 7
WOODLANDS RACETRACK: Judge Appoints Trustee

Meetings, Conferences and Seminars

                  *********

APS: First Request for Extension of Exclusivity
-----------------------------------------------
The Debtors have sought and obtained an extension of their
exclusive period during which to file a plan of
reorganization through and including September 30, 1998.  
Concomitantly, the Debtors have sought and obtained an
extension of their exclusive period during which to solicit
acceptances of such plan through November 29, 1998.

Matthew Feldman, Esq., representing the Debtors, recanted
for Judge Walsh at a hearing yesterday the "monumental
efforts" that the Debtors have put forth since the Petition
Date to stabilize their operations; implement the DIP
Financing Facility; and negotiate with landlords for more
time to decide whether to assume or reject leases, with
utility companies concerning deposits, and with reclamation
claimants.

In regard to vendor relationships, Mr. Feldman related
that:

1.  The Debtors have achieved a modicum of normal trade
credit for approximately 11% of their total purchases;

2.  Cash discounts have been reestablished at approximately
50% of their prepetition levels;

3.  Goods are being purchased without deposits from
virtually all vendors;

Mr. Feldman described the Debtors' efforts in conducting a
preliminary analysis of their operations and as a result,
the positive steps the Debtors have taken to improve their
overall performance since the Petition Date, including:

A.  a renewed focus on collection of past-due accounts
receivable, including the hiring of employees specially
trained for that purpose;

B.  the implementation of new credit policies regarding
associate jobbers to reduce future credit exposure;

C.  the reorganization of upper management, including the
expansion of duties and responsibilities of certain
officers; and

D.  the development of operational and functional metrics
by which to measure performance of management personnel.

Mr. Feldman disclosed that the Debtors have, in fact,
developed a preliminary long-range business plan setting
forth detailed financial projections and a comprehensive
set of strategies designed to restore profitability to
their multifaceted enterprise.

Declining to give the Court even a glimpse of what the
Business Plan might envision, Mr. Feldman indicated,
however, that "the Debtors must make substantial progress
in many areas in order to effect an operational
turnaround and position themselves to develop a feasible
plan or plans of reorganization."

Mr. Feldman confirmed that the Business Plan -- which is
not publicly available -- was presented to the DIP Lenders
and the Committee in May 1998.  

Against this backdrop, the Debtors argue, and in light of
the sheer size and complexity of their estates, extension
of the exclusive periods is warranted.  Proposal of a plan
at this time, the Debtors contend, would not allow for
sufficient exploration of the strategic alternatives that
must be considered.  Termination of the exclusive periods,
the Debtors argue, would defeat the very purpose of 11
U.S.C. Sec. 1121 -- allowing a meaningful and
reasonable opportunity to negotiate with creditors and
propose a plan of reorganization.  

Persuaded by the Debtors arguments, and in the absence of
any objection, Judge Walsh Granted the Debtors' Motion in
all respects. (APS Bankrutpcy News 04-June-98)


ARAPAUR: Ricardo Mansur to Takeover Arapua Chain
-------------------------------------------------
Investor Mr Ricardo Mansur, that controls the depaxrtment
stores Mesbla and Mappin, has readied negotiations with
creditors to take over the near bankruptcy household
apliances chain Arapua. Agreements were settled with
the  main creditors Semp-Toshiba, Multibras, and Sharp. The
proposal involves to take responsibilities in piled up
debts of R$600mil, not including the bank debts of  
R$100mil neither arrear payments of Arapua's  customers
classified as receivable accounts. If the deal is completed
Mr Mansur will be the largest player in the Brazilian
retail trade. a position conquered over the last two  
eyars. (Source: O Globo Page: 29 Date: June 5, 1998 - SABI-
07-June-98)  


BRADLEE'S: PBGC Objects to Disclosure Statement
-----------------------------------------------
The Pension Benefit Guaranty Corporation, which guarantees
the payment of certain pension benefits upon termination of
a pension plan -- like Bradlees' Pension Plans which cover
more than 8,000 of the Debtors' employees, former
employees, retirees and their beneficiaries -- covered by
ERISA, objects to the Debtors' Proposed Disclosure
Statement.  

The PBGC says that the Disclosure Statement fails to give
creditors adequate information because it does not
specifically state whether the reorganized Debtors will
maintain the Pension Plans.  Further, the
Disclosure Statement does not reveal that the PBCG has
filed $18 million of contingent claims on account of
estimated unfunded benefit liabilities in the event the
Pension Plans were terminated prior to confirmation.  

If the Disclosure Statement is approved on June 16, the
Debtors then intend to mail copies of the Plan, Disclosure
Statement, and Ballots to all creditors (whose claims are
impaired under the Plan and who are creditors of record as
of 5:00 p.m. on June 18, 1998) by June 30, 1998.  If the
Court will also fix (i) July 21, 1998, as the Voting
Deadline for creditors to return their Ballots and (ii)
July 27, 1998, as the deadline for the filing of any
confirmation objections, this will pave the way for a
Confirmation Hearing on August 11, 1998.


BRADLEE'S: Operations for Five Weeks Ended April 4, 1998
--------------------------------------------------------
Total Sales                                   117,892,000
Leased sales                                    3,888,000
                                            --------------
Net sales                                     114,004,000


Operating profit/(loss)                        (6,098,000)

Profit/(Loss) before taxes                     (7,508,000)

Net income/(loss)                              (7,508,000)


BRUNO'S: Exclusivity Extension Approved
---------------------------------------
The debtors obtained an extension of their Exclusive Period
during which to file a plan of reorganization through
January 15, 1999, and a concomitant extension of their
Exclusive Period during which to solicit acceptances of
such plan through March 15, 1999.


BRUNO'S: Sale of Alabama Shopping Center
----------------------------------------
By this Motion, the Debtors are requesting authorization to
sell the Roebuck Shopping Center, which they operate in
Birmingham, Alabama. Roebuck consists of approximately 5.72
acres of real property, three of which are owned by the
Debtors and 2.72 acres of which are leased by the
Debtors, pursuant to a ground lease with Joe I. Griffin as
Landlord.  Approximately 61,500 square feet of retail
shopping space is leased by the Debtors to 11 retail
tenants in the Roebuck Center.

The debtors received an offer from EIG Operating
Partnership of $2,500,000 for the purchase of the Roebuck
Center, which the Debtors consider to be the highest
and best offer in the light of certain environmental
problems at the Roebuck Center, as documented by Gallet &
Associates in their Environmental Report of February 1998,
which report was provided to EIG.

EIG has delivered a $25,000 Deposit to the escrow agent and
will pay $2,475,000 subject to certain prorations and
adjustments on the day of the closing.

The Debtors tell the Court that sale of the Roebuck Center
is in the best interests of the Debtors, their Estates and
their Creditors.  The Debtors do not intend to operate a
supermarket in the Roebuck Center in the future.  
Therefore, since the Debtors are not in the business of
holding properties for investment purposes, and since by
sell the Property to EIG, the highest and best bidder, the
Debtors will generate cash and free up substantial
human and other resources to devote to the operation of its
core supermarket business, sale of the Roebuck Center is a
sound exercise of the Debtors' business judgment. (Bruno's
Bankarutpcty News Issue 10 - 06-June-98)


CITYSCAPE: Files Form 8-K with SEC; Outlines Restructuring
----------------------------------------------------------
As part of Cityscape Financial Corp.'s ongoing efforts to
restructure its balance sheet, the Company entered into a
non-binding letter of intent on June 1, 1998 with
representatives of holders of a majority of the Company's
12-3/4% Senior Notes due 2004 to support a proposed
restructuring of the Company The Letter of Intent has been
approved by the Company's Board of Directors.  In addition,
the Company has entered into negotiations with holders of
its 6% Convertible Subordinated Debentures regarding the
Proposed Restructuring.  The Company presently intends to
file a Chapter 11 petition and plan of reorganization in
what is commonly known as a "prepackaged" bankruptcy filing
within 60 days and to seek approval of its disclosure
statement and confirmation of its plan shortly thereafter.

The Proposed Restructuring, if approved, will significantly
reduce outstanding indebtedness, eliminate mandatory cash
interest payments and restore net worth.  To achieve these
objectives, the Proposed Restructuring will (i)
result in a complete write-off of the Company's currently
outstanding Common Stock, (ii) an extreme impairment of the
Company's preferred stock, (iii) a severe impairment of the
Company's Convertible Debentures and (iv) a substantial
impairment of the Company's Senior Notes.

In connection with the Company's restructuring efforts, the
Company has determined (i) to defer the June 1, 1998
interest payment on its Senior Notes and (ii) to continue
to defer the May 1, 1998 interest payment on the
Convertible Debentures.  The continued deferral of the
Convertible Debenture interest payment constitutes an
"Event of Default" pursuant to the Indenture
under which such securities were issued.

Separately, as part of the Proposed Restructuring, the
Company has entered into negotiations regarding debtor in
possession financing from Greenwich Capital Financial
Markets, Inc. and The CIT Group/Equipment Financing, Inc.
to increase the Company's existing warehouse lines of
credit.


CITYSCAPE: Home Loan Notes On Fitch RatingAlert: Negative
---------------------------------------------------------   
Fitch IBCA places Cityscape Home Loan Owner Trust's series
1997-I, class A1 through A4 and Cityscape Home Loan Owner
Trust series 1997-II, class A1 through A6 notes on
RatingAlert negative.  The notes are currently rated 'AAA'.  
This rating action follows Cityscape Financial Corp.'s
recent announcement of its plan to file a prepackaged
Chapter 11 bankruptcy petition by Aug. 1, 1998.

The RatingAlert reflects Fitch's concern regarding
Cityscape's weak financial condition.  Deterioration in
pool performance or continued weakness in Cityscape's
financial condition could necessitate a servicing transfer.  
Fitch will continue to monitor the company's ability to
service the 1997-I and 1997-II portfolio.


DRUG EMPORIUM: Sells Inventory to Close Arizona Stores
------------------------------------------------------
Drug Emporium Inc., Columbus, Ohio, will close all nine of
its franchise stores in Arizona within the next two months,
according to The Arizona Republic. Gordon Brothers Corp.
paid $6 million for Drug Emporium of Arizona Inc.'s
remaining inventory and equipment after the franchise filed
for chapter 11 protection May 12. Under the agreement Drug
Emporium signed with Gordon Brothers, it will pay about 46
percent of the proceeds of the sale to the former owner.
The current owner bought the franchise in 1995 after the
previous owner filed chapter 11. (ABI-08-May-98)


FPA MEDICAL MANAGEMENT: Files SEC FORM 8K
-----------------------------------------
The Company has received notice of, or has been served
with, several federal and state court purported class
action lawsuits.

In Steven Friedland, Trustee, on Behalf of Himself and All
Others Similarly Situated vs.FPA Medical Management, Inc.,
et al, Number 98CV 930 JM, filed in the United States
District Court, Southern District of California, on  May
18, 1998, the plaintiff, a current or former stockholder of
the Company, seeks to bring this lawsuit on behalf of all
persons who purchased common stock  of the Company between
March 6, 1998 and May 14, 1998.  In this lawsuit, the
plaintiff alleges violations of federal securities laws.

In Michael Giglio and Roger Rubinger, on Behalf of
Themselves and All Others Similarly Situated vs.  FPA
Medical Management, Inc., et al, Number 98CV 931 S, filed
in the United  States District Court, Southern District of
California, on May 18, 1998, the  plaintiffs, current or
former stockholders of the Company, seek to bring this  
lawsuit on behalf of all persons who purchased
common stock of the Company  between February 27, 1997 and
May 14, 1998.  In this lawsuit, the plaintiffs allege
violations of federal securities laws.

In Harold M. Sucher, Individually, and On Behalf of a Class
of Persons Similarly Situated vs. FPA Medical Management,
Inc., et al, Number 98 CV 932 JM, filed in the United
States District Court, Southern District of California, on
May 18, 1998, the plaintiff, a current or former
stockholder of the Company, seeks to bring this lawsuit on
behalf of all persons who purchased  common stock of the
Company between February 27, 1997 and May 15, 1998.  In
this lawsuit, the plaintiff alleges violations of federal
securities laws.

In Rick Penick and Coralette Penick, Albert D. Barnabei and
Nancy M. Barnabei, and Frederick M.Garson On Behalf of
Themselves and All Others Similarly Situated vs. FPA
Medical Management, Inc., et al, Number 98 CV 928  
S, filed in the United States District Court, Southern
District of California on May 18, 1998, the plaintiffs,
current or former stockholders of the Company, seek to
bring this lawsuit on behalf of all persons who purchased
common stock  of the Company between February 27, 1997 and
May 14, 1998. In this lawsuit, the plaintiffs allege
violations of federal securities laws.

In Natale Longordo, On Behalf of Herself and All Others
Similarly Situated vs. FPA Medical Management, Inc., et al,
Number 98CV 939 K, filed in the United States District
Court, Southern District of California, on May 19, 1998,
the  plaintiff, a current or former stockholder of the
Company, seeks to bring this  lawsuit on behalf of all
persons who purchased common stock of the Company  between
February 27, 1997 and May 14, 1998.In this lawsuit, the
plaintiff alleges violations of federal securities laws.

In Murray Lebowitz, On Behalf of Himself and All Others
Similarly Situated vs. FPA Medical Management, Inc.  et al,
Number 98 CV 949 TEG, filed in the United States District
Court, Southern District of  California, on May 20, 1998,
the plaintiff, a current or former stockholder of the
Company, seeks to bring this lawsuit on behalf of all
persons who purchased common stock of the Company between
February 27,1997 and May 14, 1998.In this lawsuit, the
plaintiff alleges violations of federal securities laws.

In Dan J.Craddock, On Behalf of Himself and All Others
Similarly Situated vs. FPA Medical Management, Inc., et al,
Number 721102, filed in the Superior Court  of the State of
California, County of San Diego on June 1, 1998, the
plaintiff,  a current or former stockholder of the Company,
seeks to bring this lawsuit on  behalf of all persons who
purchased common stock of the Company between  February 27,
1997 and May 15, 1998.  In this lawsuit, the plaintiff
alleges  violations of state securities laws by the
defendants.

All of the foregoing complaints have been recently filed
and most of them have been served on the Company.  The
Company is reviewing and evaluating the complaints and is  
currently unable to assess the merits of any of the claims
contained in the  complaints, the outcome of any of the
lawsuits resulting from the filing of the  complaints or
the length of time it will take to resolve them. (States
SEC - 06/06/98)


FIDELITY BANCORP: Files Form 10QSB/A with SEC
---------------------------------------------
In its Form 10QSB/A filed with the SEC, Fidelity Bancorp,
Inc. announced that net income for the three months ended
March 31, 1998 was  $665,000  compared to $638,000 for the
same  period in 1997, an increase  of $27,000 or 4.2%.  The
increase reflects an increase in net  interest  income of
$68,000 or 2.7%, an increase in other income of $83,000 or
36.9%,  a decrease in the  provision  for loan losses of
$10,000 or 8.3%, and a decrease in the provision for income
taxes of $50,000 or 13.1%. Partially offsetting these
factors was an increase in other operating expenses of
$184,000 or 11.8%.

Net income for the six months ended March 31, 1998 was
$1.33 million compared to $1.26 million for the same period
in 1997, an increase of $72,000 or 5.7%.  The increase
reflects an increase in net  interest  income of $303,000
or 6.1%, an increase in other  income of  $117,000 or 28.5%
and a decrease in the  provision for loan losses of $10,000
or 4.3%.  Partially offsetting these factors was an
increase in other operating expenses of $356,000 or 11.3%.


FIRSTCITY: Liquidating Trust Intends to Extend Term
---------------------------------------------------
FirstCity Liquidating Trust announced today that there will
be a hearing on Friday, June 12, 1998 in the United States
Bankruptcy Court for the Northern District of Texas, Dallas
Division.  At the hearing the Trust will request an
extension of the life of the Trust from December 31, 1998
until January 3, 2000.  Provisions to request such an
extension and additional extensions, if necessary, are
contained in the July 3, 1995 Reorganization Plan.

Mr. Robert W. Brown, speaking for the Trust, said,
"Although the Trust has operated very successfully,
generating values far in excess of the maximum  
range anticipated in the Plan, there are some ongoing
litigation and indemnity issues which will extend beyond
the original expiration date, as well as some  
assets which may bring additional value if held a while
longer."

FirstCity Liquidating Trust is the entity formed to
liquidate the assets of  the former First City
Bancorporation of Texas, Inc.  Its Class B and
Class C  Certificates trade over the counter under the
symbols FCFCL and FCFCZ, respectively. (PR Newswire;
06/05/98)


FLORIDA TELEPHONE: Files Chapter 11
-----------------------------------
Telephone Company of Central California, Lake Mary, Fla.,
has filed for bankruptcy protection in part because of its
rapid growth, according to The Orlando Sentinel. The local
and long distance phone service provider was cited in this
month's Entrepreneur magazine as the nation's second
fastest growing small business just as the company was
filing for bankruptcy. Elder Ripper, president of
the company, said that most of its problems are associated
with telecommunications service providers and that about 50
percent of its issues were created through its rapid
growth.  Ripper said the company began losing money because
the large companies that sold it service, such as GTE,
Sprint and WorldCom, were slow to handle service problems
for Telephone Company's customers. Bankruptcy Judge Arthur
C. Brisman has schedule a June 22 meeting of the company
and its creditors. (ABI-08-May-98)


HOMEPLACE STORES: 12 Stores Closing; Bid Procedure Ok'd
-------------------------------------------------------
HomePlace Stores Inc.won court approval of bid procedures
in connection with closing 12 more stores, give or
take a few, and payment of either an $85,000 or $100,000
breakup fee to Hilco/Great American Group if its stalking
horse bid is topped at a June 15 auction.  While it
identified 12 stores as candidates to be closed due to
their "substantially" lower sales and profitability
figures, HomePlace reserved its right to increase the
number of store closings by four stores or reduce the
number of closings by three. (Federal Filings Inc. 08-June-
98)


HOSPITAL STAFFING SERICES: Report of Stock Ownership
----------------------------------------------------
By information filed in Schedule 13G pertaining to Hospital
Staffing Services, Inc. Ronald E. Lusk reports sole voting
power of 988,869 shares of common stock or 15.9% of the
class.


HUNGARIAN BROADCASTING: Files Form 8-KA with the SEC
----------------------------------------------------
On January 5, 1998, pursuant to the Reorganization
Agreement, Hungarian Broadcasting Corp. acquired, all of
the outstanding common stock of Global in exchange for 3.75
million shares of the Company's Common Stock, 1.25 million
of which are to be held in escrow and delivered only upon
Global meeting certain performance measures. On January 5,
1998 Global and Hungarian Broadcasting Project Kft.
purchased 24% and 76%, respectively, of SZIV Television, a
national satellite-to-cable broadcaster currently reaching
approximately 1,500,000 television households through the
AM Micro transmission system in Budapest and about 140
cable companies via satellite distribution in Hungary. GTN
is entitled to 99% of all profits from Sziv, and HBP is
entitled to the remaining 1%. In addition, GTN has an
option to purchase HBP at any time for $15,000 or to
appoint another investor to hold HBP upon the payment of
$15,000.

On January 5, 1998, Hungarian Broadcasting Corp. was
purchased by Global Television Networks, Inc. and Hungarian
Broadcasting Project Kft. GTN and HBP obtained a 24% and
76% interest in the Company, respectively. GTN is entitled
to 99% of all profits from the Company and HBP is entitled
to the remaining 1%. In addition, GTN has an option to
purchase HBP at any time for $15,000 or to appoint another
investor to hold HBP upon the payment of $15,000. Although
the legal ownership structure of the Company indicates HBP
having majority ownership, the economic substance of this
structure is that GTN is the controlling shareholder and
HBP is a nominee shareholder. Subsequent to the purchase of
the Company, GTN's management has determined that the
former management of Sziv had not fully and completely
accounted for transactions entered into for the period
ending March 31, 1998. Management is currently
investigating this situation, but is confident that no
material effect will occur upon the ultimate resolution of
the issue.


LONG JOHN SILVER: DIP Pact Requires $14M EBITDA By Year-End
-----------------------------------------------------------
Covenants in Long John Silver's Inc.'s $65 million
debtor-in-possession credit agreement with Chase Manhattan
Bank require nearly $14 million of cumulative EBITDA by
year-end. The DIP facility, which received interim approval
June 2, also limits capital expenditures to $8.5 million
for the period ending Dec. 30. The proposed facility
matures on May 31, 1999. As of June 1, Long John Silver's
owed about $244 million to Chase and the other prepetition
lenders, secured by substantially all of the restaurant
chain's assets. (Courtesy of The Daily Bankruptcy Review
Copyright c June 8, 1998 - ABI 08-June-98)


MOTOROLA: Restructuring Charges of Almost $2 Billion
----------------------------------------------------                        
Motorola Inc. Thursday announced a restructuring that  
includes sweeping layoffs and restructuring charges of
almost $2 billion as Chief Executive Officer Christopher
Galvin seeks to restore the financial fortunes of the
company his grandfather founded.{Reuters:Financial-
06/05/98)  Motorola Inc. and Lucent Technologies Inc. will
collaborate on development of a next-generation
microprocessor technology that is expected to speed  
refinement of wireless consumer devices ranging from cell
phones with video capability to hand-held Web surfing tools
and global positioning systems. The two companies will open
and jointly operate a research center in Atlanta and  
cross-license key technology from each other, officials
from both electronics giants said at news conference
Tuesday in San Francisco. Neither company would  
disclose the size of its investment. (SF Examiner-06/03/98)


PETRIE RETAIL: Seeks 30 Day Extension of Exclusivity
-----------------------------------------------------
Petrie Retail Inc. is once again seeking a 30-day extension
of its exclusive periods to file a reorganization plan
and solicit plan acceptances as a "precautionary measure"
in case more time is needed to finalize talks with the
creditors' committee and Warburg Pincus Ventures L.P.
regarding the plan they intend to propose jointly.  Echoing
assertions made in prior requests, Petrie said that
although it has almost finalized negotiations and completed
related drafting regarding the plan and disclosure
statement, "additional time may be needed to complete these
tasks." (Federal Filings Inc. 08-June-98)


PHILIPPINE AIRLINES: On the Brink of Bankruptcy
-----------------------------------------------
Philippine Airlines said Monday it was on the verge of
bankruptcy after potential foreign investors called off
talks following a crippling pilots' strike which entered
its third day.

A "conciliation meeting" mediated by Labour Secretary
Cesenciano Trajano failed to break a deadlock between
management and the 620-member Airline Pilots Association of
the Philippines, officials said.

Ninety-three of 125 scheduled flights were cancelled
Monday, and Trajano gave the striking pilots until Tuesday
to return to work, leaving it to the PAL management to take
action if they refused.  PAL management has already said it
had sacked the 620 pilots who defied an earlier labour
department order to return to work by noon Sunday, but the  
pilots said they had received no such order.

The pilots are protesting at management's policy of early
retirements for those who have reached 20 years of service
or flown 20,000 hours, regardless of age.

The retrenchment of one pilot sparked the strike Friday
evening.   "The illegal strike by pilots of Philippine
Airlines has scared interested foreign investors into
breaking off talks for a critical equity investment in  
PAL, dooming what may be the flag carrier's final chance to
stave off financial collapse," PAL said in a statement.

It said that "in an effort to stay afloat, PAL had been
engaged in serious talks with a number of foreign carriers
who were looking to take a significant equity stake in the
airline.   "But the work stoppage ... in open defiance of
two government orders, has caused investors to lose
interest in PAL," the statement added.

Management did not identify the foreign carriers, but
company sources said there had been talks with Northwest
Airlines of the United States and two other firms for a
possible bailout.  PAL, controlled by ethnic Chinese
tobacco and beer magnate Lucio Tan, said the strike had
caused losses of between 150 million to 200 million pesos
(3.8 to 5.1 million dollars) daily.

This has pushed "the cash-strapped airline closer to the
brink of insolvency," it said, noting that the national
flag carrier was "already reeling from the worst financial
crisis in its 57-year history" caused by the Asian
financial crisis.

Several Asian airlines including PAL have been hurt by the
financial crisis as well as a tourism slump which has eaten
into their earnings.  In the fiscal year ending March 31,
1998, PAL suffered its largest ever net loss of 8.08
billion pesos (207 million dollars).

In March 1998 alone, the airline lost about one billion
pesos and in fiscal 1996-1997, it was in the red by 2.5
billion pesos.  PAL operations for Monday were reduced to
two round-trip flights -- to Tokyo- Narita and Singapore --
and 28 domestic flights. All were manned by 25 pilots  
in managerial positions, senior vice president for sales
and services Avelino Zapanta said.

The airline, which has a workforce of about 13,000, says
that on average it operates 25 international and 50
domestic flights daily.  Its European, US and Australian
flights are "on hold as of today (Monday)," Zapanta said.

There were angry scenes at several provincial airports
Monday as stranded passengers demanded refunds or sought
other flights.  In Manila a small group of pilots picketed
the PAL flight operations center near the international
passenger terminal. "We are prepared for the long haul  
if necessary," union official Ronnie Cunanan said.
Officials of the PAL ground crew and flight attendants'
unions threw their "moral support" behind the pilots but
said they would not be joining the strike.

The strike hit the Philippines at a particularly sensitive
time. It celebrates the centennial of its 1898 declaration
of independence from Spanish colonial rule on Friday.
(Agence France Presse - 06/08/98)


PLAYNET TECHNOLOGIES: Files Chapter 11
--------------------------------------
PlayNet Technologies Inc., San Francisco, filed for chapter
11 protection in the District of Delaware late last week,
listing liabilities of $19.5 million and assets of only
$13,734, according to a newswire report. The company, which
designs and distributes networked out-of-home entertainment
terminals, has more than 200 unsecured claims of about
$17.9 million. (ABI-08-May-98)


SPENCER METAL: EPA Lowers Fine to Prevent Bankruptcy
----------------------------------------------------
The U.S. Environmental Protection Agency has fined Spencer  
Metal Finishing Co. on Mill Street $10,000 for violating
several provisions of the Resource Conservation and
Recovery Act, a federal waste-handling law.  EPA officials
said the company, which buffs, grinds, degreases and
powder-coats metal parts, had illegally stored waste for
five years without notifying the EPA or the Massachusetts
Department of Environmental Protection. Nearly 20 drums of
hazardous waste had been improperly labeled and stored at
the factory, according to the EPA.

"This penalty will get the company on the straight and
narrow, environmentally, and will provide a safer working
place for its employees and the surrounding neighborhood,"
said John P. DeVillars, administrator of the New
England office of the EPA.   According to the agency, the
company did not have proper storage facilities for
hazardous waste and did not properly manage the waste it
generated.

Waste containers were stored for several years on pallets
set on a wood floor with no provision for secondary
containment.  Since the initial inspection by the EPA last
June, the company has properly disposed of its hazardous
waste, the EPA said. It has also agreed to close its
hazardous waste storage area.   The EPA said that because
of the company's financial condition, the original proposed
fine of $271,000 was reduced to $10,000 in order to prevent  
it from having to file for bankruptcy.  (Telegram Gazette
Worcester- 06/04/98)


THERMADYNE HOLDINGS: Merger with Subsidiary of DLJ
--------------------------------------------------
On May 22, 1998, Thermadyne Holdings Corporation and
DLJ Merchant Banking Partners II, L.P.  ("DLJMB")  
announced the closing of the merger of Mercury Acquisition
Corporation, a subsidiary of DLJMB and affiliated
funds and entities (the "DLJMB Funds"),  with and into
Thermadyne (the "Merger")and  the  associated  
recapitalization  of  Thermadyne.  As a result  of  the
transaction,  the DLJMB Funds acquired  approximately  
80.6% of the outstanding Common  Stock  of Thermadyne.   
The  Merger  was  approved  by  a  majority  of
Thermadyne's stockholders at a special meeting held on May
21, 1998.

The  transaction was financed by (i)  approximately  $355
million of proceeds from a new senior secured loan facility  
entered into among  Thermadyne Mfg. LLC, a subsidiary of
Thermadyne  ("Thermadyne  LLC"),  Donaldson,  Lufkin &
Jenrette  Securities  Corporation,  as arranger,  DLJ
Capital Funding,  Inc., as syndication agent, ABN AMRO Bank
N.V., Chicago Branch, as administrative  agent,
Societe Generale,  as documentation  agent, and the other
lenders party thereto,(ii) $94.6  million of proceeds  from
the issuance by  Thermadyne of its 12 1/2% Senior Discount  
Debentures due 2008,  (iii) $205.4 million of proceeds from
the issuance by Thermadyne LLC and Thermadyne Capital  
Corporation,  a subsidiary of Thermadyne  LLC,  of 9  7/8%  
Senior  Subordinated  Notes  due  2008,  and  (iv)
approximately $140 million of proceeds from the issuance by
Thermadyne of common stock, preferred stock and warrants to
the DLJMB Funds.

The press release following the transaction announced: DLJ
Merchant Banking Partners II, L.P. and affiliated funds
and entities announced the completion of their previously
announced  acquisition of Thermadyne Holdings Corporation.

Separately,  Thermadyne  announced  that it had purchased  
$99,230,700  or 99.9% of the  principal  amount of its
10.25%  Senior  Notes due May 1, 2002 and $142,196,000 or
79.3% of the principal amount of its 10.75% Senior  
Subordinated Notes due November 1, 2003 pursuant to its
April 23, 1998 offer to purchase such securities.

Headquartered in St. Louis, Missouri, Thermadyne is a  
multinational manufacturer  of cutting and welding  
products. Thermadyne had sales of $520.4 million and $131.8  
million for the year ended December 31, 1997 and the three
months ended March 31, 1998, respectively.


UNISON: Fails to Renegotiate $100 Million Debt
----------------------------------------------
As expected, Unison HealthCare Corp. has filed for Chapter
11 bankruptcy.  The Scottsdale health care company filed
for protection to reorganize after it failed to renegotiate
its $100 million debt.   "It was going to have to happen
whether we renegotiated it or not," said Michael Jeffries,
who was brought on as president and chief executive to turn  
around the company. "We are in negotiations with note
holders to restructure our debt and equity portion so that
it would be anticipated that there would be a conversion of
the debt to an equity position," he said. That means the
note holders of the company's $100 million debt would
become the new shareholders, and the current shareholders'
interest would be severely diluted or eliminated, he said.

The company filed Chapter 11 to avoid or delay actions by
the company's creditors and lessors, which could cause the
company to close its doors. This filing follows on the
heels of a Chapter 11 filing of the company's Texas and  
Indiana operations.

Those filings, from last year, most likely will be
consolidated into the new Chapter 11 filing, which covers
Unison and all of its operating subsidiaries.  Unison's
problems started surfacing in March 1996 when the company
announced its intention to restate its earnings. That
announcement sparked a shareholder lawsuit and the
resignation of the co-founders of the company.

"We have communication that the shareholder lawsuit is very
close to settlement," said Jeffries. Unison operates 42
skilled-nursing facilities and six independent-living
centers in several states.

"We don't anticipate closing any facilities."  The second
order of business, he said, is to continue to negotiate
with the company's creditors and landlords to achieve a
reorganization plan that the  majority of the parties can
agree on and can be approved by the U.S. Bankruptcy  Court.
(Business Journal Phoenix - 06/05/98)


VALLEY COMMERCIAL COLLEGE: Files Chapter 7
------------------------------------------
California's Valley Commercial College, Modesto, Calif.,
filed for chapter 7 protection this week, listing $100,000
to $500,000 in debts owed to about 240 creditors, The
Modesto Bee reported. The vocational business college
abruptly closed its doors about three months ago after it
lost federal funding for student loans and grants. The U.S.
Department of Education took the action after its study
indicated late payments for student refunds and
misrepresentation of payment records. (ABI-08-May-98)


WOODLANDS RACETRACK: Judge Appoints Trustee
-------------------------------------------
U.S. Bankruptcy Judge John T. Flannagan in Kansas City,
Kansas, last week appointed a bankruptcy trustee to take
over operation of The Woodlands racetrack and to arrange
for its sale at auction, according to The Kansas City Star.
The Woodlands has been in bankruptcy for more than two
years, and William Grace, its principal creditor and
operator of several gaming facilities, is waiting to buy
it. Flannagan granted a creditors' motion to convert the
case from reorganization to liquidation.  Attorney Eric C.
Rajala will operate the track and arrange its sale, while
attorney Janet Chubb will oversee pari-mutel betting at the
track. The Woodlands has appealed Flannagan's rejection of
its reorganization to the Bankruptcy Appellate Panel in
Denver and now is seeking a stay from the BAP to try to
freeze sale of the track until the appeal is resolved.
(ABI-08-May-98)


Meetings, Conferences and Seminars
----------------------------------
June 11-12, 1998
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      1st Annual Conference on Corporate Reorganizations
         The Palmer House, Chicago, Illinois
            Contact 1-903-592-5169 or ram@ballistic.com

June 11-14, 1998
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800

June 15, 1998
   AMERICAN BANKRUPTCY INSTITUTE &
   FEDERAL ENERGY BAR ASSOCIATION
      Utility Restructuring and Bankruptcy -- What
      Every Utilty Leader, Regulator, Attorney and
      Lender Needs to Consider as the Millennium
      (Armageddon!) Approaches
         Hilton Crystal City Hotel, Arlington, Virginia
            Contact: 1-703-739-0800

July 2-5, 1998
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact 1-770-535-7722

July 16-19, 1998
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Sea Crest Resort, Falmouth, Massachusetts
            Contact: 1-703-739-0800

July 23-24, 1998
   THE PRACTICING LAW INSTITUTE
      How to Handle Consumer Bankruptcy Cases:
      A Practical Step-by-Step Guide
         PLI Conference Center, New York City
            Contact: 1-800-260-4PLI

July 23-25, 1998
   AMERICAN LAW INSTITUTE-AMERICAN BAR ASSOCIATION
      Chapter 11 Business Reorganizations (Advanced Course)
         Santa Fe, New Mexico
            Contact: 1-800-CLE-NEWS

July 24-27, 1998
   NATIONAL ASSOCIATION OF CHAPTER 13 TRUSTEES
      33rd Annual Seminar
         Portland Marriott, Portland, Oregon
            Contact: 1-601-355-6661

July 24-29, 1998
   COMMERICAL LAW LEAGUE OF AMERICA
      104th Annual Convention
         Ritz Carlton, Amelia Island, Florida
            Contact: 1-312-781-2000

August 6-9, 1998
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Daufuskie Island Club & Resort,
         Hilton Head, South Carolina
            Contact: 1-703-739-0800

September 9-13, 1998
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Annual Convention
         Sheraton El Conquistador, Tuscon, Arizona
            Contact: 1-803-252-5646

September 17-20, 1998
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Inn at Loretta, Santa Fe, New Mexico
            Contact: 1-703-739-0800
  
September 17-20, 1998
   COMMERCIAL LAW LEAGUE OF AMERICA
      Midwest Mid-Year Meeting
         Oak Brook Hills Resort & Hotel
         Oak Brook, Illinois
            Contact: 1-616-372-6500

September 21-23, 1998
   STATES' ASSOCIATION OF BANKRUPTCY ATTORNEYS
      7th Annual States' Taxation and Bankruptcy Conference
         Hotel Santa Fe, Santa Fe, New Mexico
            Contact: 1-505-827-0728

September 25-26, 1998
   VIRGINIA CONTINUING LEGAL EDUCATION
      13th Annual Mid-Atlantic Institute on
      Bankruptcy and Reorganization Practice
         Boar's Head Inn, Charlottesville, Virginia
            Contact: 1-800-979-8253

October 8-10, 1998
   AMERICAN LEGAL INSTITUTE-AMERICAN BAR ASSOCIATION
      Real Estate Defaults, Workouts, and Reorganization
         Charleston, South Carolina
            Contact: 1-800-CLE-NEWS

October 16-20, 1998
   TURNAROUND MANAGEMENT ASSOCIATION
      1998 Annual Conference
         The Westin Hotel, Chicago, Illinois
            Contact 1-312-857-7734

October 22-25, 1998
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      72nd Annual Meeting
         Wyndham Anatole Hotel, Dallas, Texas
            Contact 1-803-957-6225

November 30-December 1, 1998
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      5th Annual Conference on Distressed Debt
         Plaza Hotel, New York, New York
            Contact 1-903-592-5169 or ram@ballistic.com   

December 3-5, 1998
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin La Paloma, Tuscon, Arizona
            Contact: 1-703-739-0800

February 18-21, 1998
   COMMERICAL LAW LEAGUE OF AMERICA
      Annual Western District Meeting
         Monte Carlo Hotel & Casino Resort,
         Las Vegas, Nevada
            Contact 1-702-382-9558

April 26-27, 1999
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Bankruptcy Sales, Mergers & Acquisitions
         The Mark Hopkins, San Francisco, California
            Contact 1-903-592-5169 or ram@ballistic.com   

The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to
conferences@bankrupt.com are encouraged.  

                 *********

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 and Lexy Mueller, Editors.   
  
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   
subscription information, contact Christopher Beard
at 301/951-6400.  
       
        * * *  End of Transmission  * * *