TCR_Public/980610.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
     
      Wednesday, June 10, 1998, Vol. 2, No. 113

                  Headlines

AFTER SIX: Creditors Paid Back
ARROW INTERNATIONAL: Results are Below Analysts' Estimates
AYDIN CORP: Selling 3 Divisions, Closing a Fourth
BRE-X: Shareholders Seek Answers to Scam
BRUNO'S: Ryder Truck Requests Court Order

CANTERBURY PORT: Credit union under cloud: $8.8m at risk
CELLPRO: CellPro Announces Internal Reorganization
GENERAL WIRELESS: Bankruptcy Court Decision Appealed
GULF RESOURCES: Trustee Seeks Local Counsel
HANBO STEEL: Announces Sale to Foreign Investors

HOMEPLACE: Gets Approval June 15 Auction Bid Procedures
HOSPITAL STAFFING: Committee Applies to Employ Counsel
MOLTEN METAL: Seeks Approval of Option Agreement
PAPPY'S FOODS: Shuts Down After Reorganization Failed
PARAGON TRADE: Inflated Claims Seen as Negotiating Tactic

PARAGON TRADE: Seeks Authorization for Employee Programs
PEGASUS GOLD: Court Approves Sale of Subsidiary
QUADRAX CORP: Plan of Reorganization
RBX Corporation: May Not Satisfy Covenant Requirements
STORY CHEMICAL: High Court Says Corporate Parents Liable

THE SCORE BOARD: Taps Blank Rome Comisky & McCauley
U.S. LEATHER: Sues To Force Payment Of $1.7M Debt
VENTURE STORES: Exclusivity Extended
VENTURE STORES: Wal-Mart's Objection
VENTURE STORES: Sale of Furniture, Fixtures and Equipment

                    **********

AFTER SIX: Creditors Paid Back
------------------------------
Defunct men's formal wear manufacturer and distributor
After Six Ltd. is paying back almost all of the nearly $3
million it owed creditors from its 1996 bankruptcy filing.
After Six counsel Lawrence J. Yumkas, of Baltimore law firm
Rosenberg, Proutt, Funk & Greenberg, filed last week the
final report and application to close the highly publicized
bankruptcy case. Ninety-five percent of the liquidated
manufacturer's unsecured loans had been repaid, according
to the May 29 filing.

"If you had told {the creditors} at the beginning of the
case that they would get 95 cents {on the dollar} they
wouldn't have believed it," said the attorney for the
unsecured creditors committee, Gary Greenblatt of Baltimore  
firm Mehlman & Greenblatt. "This is extremely rare."

The case, a long and arduous one by Yumkas' account, has
hurdled almost two years of negotiations. The original
bankruptcy papers, filed individually by After Six Ltd.,
holding company After Six Holding Corp. and AS Licensing
Corp., which owned the company's trademark and other
assets, were filed Sept. 17, 1996, after the company
suffered a decline in sales. The company was also  
heavily in debt, which it was unable to service when sales
declined.

The different filings included many of the same creditor
claims and were later consolidated into one case listing
unsecured debts of $3.4 million. The unsecured debt, which
is not backed by collateral, was lowered to just under $3
million during negotiations.  In the end, After Six paid
$2.83 million of its $2.98 million debt, including more
than $400,000 to Hampstead-based men's clothing
manufacturer and retailer Jos. A. Bank Clothiers Inc.

"There was obviously value in that company," said Jos. A.
Bank Chief Financial Officer David Ullman.  However, while
Ullman expected to recover some of the debt, he said the  
outcome was much better than he had anticipated.
In 1996 Jos. A. Bank wrote off the $498,962 it was owed by
After Six.   According to Yumkas, the debts were paid with
money acquired by "a very diligent collection of
receivables," the sale of the After Six trademarks and  
intellectual property totaling almost $4 million, and a
$700,000 settlement with Allstate Insurance Co.

Greenblatt said that the bulk of the repayment came from
the sale of the company's trademarks, which were marketed
by Chief Executive Officer Charles Ezrine and major
creditor Saul Offitt, while Greenblatt and Yumkas organized
the bidding process. Offitt, a former president of After
Six., was owed $590,520.  The bankruptcy case hit shaky
times right at the start when CEO James Stankovic resigned
and the U.S. Bankruptcy Court disqualified After
Six's  original lead counsel, Katten, Muchin & Zavis of
Chicago.
   
The court ruled that the Chicago firm had a conflict of
interest after representing the company's largest secured
creditor, the Bank of America Illinois in Chicago, in an
unrelated case.  The Bank of America claimed it was owed
$9.8 million, all of which was backed by After Six assets.
As a secured lender, the Chicago bank was paid back
in full.   
During its first two years in business, After Six annual
net sales were more than $30 million, but sales had dropped
by 1996. For the first half of 1996, After Six net sales
were down to just $13.4 million.   Another major creditor
in the case was Baltimore advertising company Blakeslee
Group, which was owed $197,084. (Baltimore Business
Journal- 06/05/98)


ARROW INTERNATIONAL: Results are Below Analysts' Estimates
----------------------------------------------------------
Arrow International, Inc. said it expects to report fiscal
third quarter earnings that are below analysts' estimates.  
The company said that its earnings for the quarter ended
May 31 are expected in the range of 42 cents a diluted
share to 44 cents a diluted share.  For last year's third
quarter, Arrow posted net income of $9.7 million or 41
cents a share.  The company attributed its performance
mainly to weak international demand for its core products.
(The Wall Street Journal 09-June-98)

  
AYDIN CORP: Selling 3 Divisions, Closing a Fourth
-------------------------------------------------
Aydin Corp. said it will sell 3 divisions, close a fourth
and report a fiscal second-quarter operating loss as it
moves to pay a $17.2 million judgment from an April
arbitration case with Lockheed Martin Corp.  The
communications-equipment maker and defense contractor said
it plans to sell its microwave components division, among
others and concentrate on its telemetry and communications
businesses.  Aydin said it will close its Raytor division
and lay off 40 employees. (The Wall Street Journal 09-June-
98)


BRE-X: Shareholders Seek Answers to Scam
----------------------------------------                        
Shareholders of Bre-X Minerals Ltd, are hoping to find
answers about the biggest gold-mining scam in history in an
East Texas federal court.  The elusive defendants in the $6
billion class-action lawsuit took nearly a year to respond
in court, but that was completed last month.  

Nearly a dozen lawsuits are pending in Canada, while about
20 lawsuits filed in the U.S. have been consolidated into
the case pending in Texarkana's federal court. It wound up
there because the lead plaintiff and stockholder, Lana  
McNamara, lives in the district.   Named in the U.S.
lawsuit are American power house brokerage firms like J.P.
Morgan Securities Inc. and Lehman Brothers Inc. The lawsuit
alleges the brokerages gave bad information to investors,
leading them to buy the now- worthless stock.

The firms, along with former corporate officers of Bre-X,
have asked Folsom to dismiss the civil lawsuit against
them.   J.P. Morgan said it was due to its involvement that
the fraud was revealed. In its filing, the company said it
was retained by Bre-X to advise the company on a
development deal and "this activity led directly to the
discovery of the fraud."

The scam began in the early 1990s when investors were told
Bre-X's property on Borneo Island in Indonesia was the find
of the century with as much as 200 million ounces of gold.
With gold selling at about $345 an ounce at that time,  
their discovery would have been worth $69 billion.

Last May, independent consultants announced that gold had
been sprinkled into samples from the mine that otherwise
would've been barren. They declared the mine worthless.
When Bre-X's massive fraud became public in May 1997, the
company collapsed, wiping out $6 billion in share value.
Thousands of investors lost their life savings and several
pension and mutual funds lost millions of dollars. Trading
was halted and the company moved into bankruptcy.


BRUNO'S: Ryder Truck Requests Court Order
-----------------------------------------
Ryder Truck Rental, Inc., by this Motion, requests an order
compelling the Debtors to assume or reject a Vehicle Lease
and Service Agreement between Ryder and the Debtors.

Ryder tells the Court that the Debtors are currently in
possession of approximately 120 vehicles pursuant to the
Lease.  Prior to the Petition Date, says Ryder, the Debtors
incurred $784,162.06 in lease charges for which the Debtors
had not made payment in contravention of requirements for
scheduled payments under the Lease.  

Ryder asserts that the Debtors continue to use the leased
trucks in their possession in order to operate their
business. Ryder says that it currently is in the process of
obtaining approximately $9,000,000 in new equipment for the
Debtors' use.

If Ryder fails to cancel the order in time and the Debtors
ultimately reject the Lease, Ryder says it will become
liable to purchase millions of dollars worth of unnecessary
equipment.  If the Debtors ultimately assume the Lease,
Ryder continues, Ryder's business needs require that the
Debtors become current in their past due payments, which
consist of the prepetition invoices of $784,162.06 plus any
then-outstanding postpetition invoices.

If the Debtors ultimately reject the Lease, Ryder informs
the Court that its business needs require an immediate
return of their vehicles and an administrative claim for
damages relating to unpaid invoices.

Ryder further informs the Court that it has
contemporaneously with this Motion filed a motion for
relief from the automatic stay in order to facilitate
repossession of its vehicles in the event of rejection of
the Lease or future default by the Debtors to pay their
postpetition invoices. (Bruno's Bankruptcy News
Issue 10 06-June-98)


CANTERBURY PORT: Credit union under cloud: $8.8m at risk
--------------------------------------------------------                    
Lyttelton-based Canterbury Port and Province Credit Union
has been placed in  interim liquidation, putting a question
mark over $8.8 million in savings.  All the union's banking
accounts have been frozen, said the interim liquidator,
Christchurch accountant David Crichton.

He was appointed yesterday afternoon after an application
to the High Court  by the Registrar of Friendly Societies
and Credit Unions, Warren Sloan.  Mr Crichton said new
deposits would not be accepted in the short term, but  
all loan repayments must continue.

Canterbury Port and Province has about 6000 members in
Canterbury and Marlborough. Funds are lent to members.
The union lost $328,000 in a fraud case uncovered last
year, which resulted in the jailing of a former staff
member, whose name was suppressed.

The Port and Province Credit Union's reserves fell from
$827,832 to $16,185 in the 12 months ended September 30
last year. At that date, the union had $9.14m on loan to
members.(Press - 05/16/98)


CELLPRO: CellPro Announces Internal Reorganization
--------------------------------------------------        
CellPro, Incorporated announced an internal reorganization
which includes a reduction in its workforce of
approximately 11%, the consolidation of its research and
development and engineering activities, and the integration
of manufacturing operations.

The reorganization includes the resignation of Larry Culver
from his position as Executive Vice President, Chief
Operating Officer and Chief Financial Officer. Mr. Culver
will continue to remain actively involved with CellPro as a
member of its board of directors.

Located in Bothell, Washington, CellPro, Incorporated is a
biotechnology company that develops, manufactures and
markets proprietary continuous-flow, cell-selection systems
for use in a variety of therapeutic, diagnostic and  
research applications. Its CEPRATE(R) SC System is being
marketed in the United States, Canada, the EC, Israel,
Latin America and the Asia-Pacific.


GENERAL WIRELESS: Bankruptcy Court Decision Appealed
----------------------------------------------------               
The government on Monday appealed a court decision
that let a company involved in bankruptcy proceedings
retain valuable communications licenses.  The Justice
Department is challenging an April 24 decision by the
United States Bankruptcy Court for the Northern District of
Texas. It lets General Wireless Inc. retain the licenses it
won at a 1997 government auction even though the company
hasn't fully paid the government for them.

One of the biggest bidders in that auction, General
Wireless bid $1.06 billion for 14 licenses to offer the
next generation of wireless communications known as PCS   
personal communications services.

The Federal Communications Commission has been seeking
legislation that would ensure that licenses won at auction
are not tied up in bankruptcy proceedings. Without a
congressional clarification, the FCC says it might not  
be able to easily and quickly reclaim licenses that haven't
been paid for.


GULF RESOURCES: Trustee Seeks Local Counsel
-------------------------------------------
Charles Bearden, Chapter 11 Trustee for Gulf Resources
Corporation and Mustang Oil & Gas Corporation seeks
approval of retention of Oppenheimer, Blend Harrison &
Tate, Inc. as local counsel.  


HANBO STEEL: Announces Sale to Foreign Investors
------------------------------------------------
Bankrupt Hanbo Steel Industry Co., South Korea's second
largest steel maker, will be sold to foreign investors
later this year, its creditor banks said Monday.
The decision came after potential domestic investors,
including state-run Pohang Iron and Steel Corp., the
nation's No. 1 steel maker, gave up plans to take over
Hanbo.

Pohang last week called back four of its executives who had
worked as court-appointed managers for Hanbo since the
steel firm collapsed under $6 billion in bank debts in
January 1997.  Along with the return of its officials,
Pohang said it also had stopped selling Hanbo products
through its sales networks under an arrangement with  
Hanbo's creditors.

The decision to sever ties with Hanbo was aimed at avoiding
trade friction with foreign countries, the statement said.
The United States and other countries have accused South
Korea of unfair trade practices by allowing a state-owned
company to help keep Hanbo afloat.  Hanbo, which once
produced 3 million tons of steel a year, borrowed heavily  
from banks to finance its aggressive expansion programs.
But sales lagged early last year amid an overall economic
slowdown, producing a cash crunch.

In mid-1997, Pohang offered 2 trillion won ($1.4 billion)
for key facilities of Hanbo, excluding its debts. Creditor
banks rejected the offer, saying the price was too low.
On Monday, creditors said they will soon select a lead
manager for the planned sell-off of Hanbo and complete
takeover negotiations before the end of this year.

So far, about nine foreign steel companies, including USX
Corp. of the United States, have shown interest in Hanbo,
they said. (AP Wire: Business-06/08/98)


HOMEPLACE: Gets Approval June 15 Auction Bid Procedures
-------------------------------------------------------
HomePlace Stores Inc. has received court approval on bid
procedures relating to the closing of 12 stores at a June
15 auction, according to a newswire report.  The court also
approved payment of an $85,000 or $100,000 breakup fee to
Hilco/Great American Group if its stalking horse bid is
topped at the auction. HomePlace identified 12 stores for
possible closure because of their lower sales and
profitability figures, but it reserved the right to
increase or decrease the number of store closings by three.


HOSPITAL STAFFING: Committee Applies to Employ Counsel
------------------------------------------------------
Gardner, Carton & Douglas, as Chairman of the Official
Committee of Unsecured Creditors is seeking authorization
to employ Craig V. Rasile, and the law firm of Holland &
Knight LLP as counsel for the Committee.  The firm is
seeking a retainer from the debtor in the amount of
$30,000.  The normal hourly rates for professional services
rendered by the firm range from $100 to $200 for
associates, and from $165 to $350 per hour for attorneys.

The Committee is seeking the services of the law firm to
advise the Committee with respect to its responsibilities
and duties, to assist the Committee in its investigation of
the debtor's affairs, and to assist in the formulation of a
plan of reorganization.


LILLIE RUBIN: 'Total Inventory Clearance' Sales Commence
--------------------------------------------------------
Schottenstein Bernstein Capital Group  LLC, a leading
retailing services firm, announced today that it has
been selected by Lillie Rubin Fashions, Inc. to conduct
"Inventory Clearance" sales at the company's 26 designer
boutiques for women in connection with the sale of  stores
now pending before the United States bankruptcy court
for the District  of Delaware.

The "Inventory Clearance" sales now getting underway offer
store-wide discounts of up to 30% off the ticketed price on
every item, including designer label Formal Wear,
Collections, Career Wear, Classics, Sport and Fashion  
accessories from top designers.  This and other merchandise
is being offered at prices discounted by as much as 50%
from designers' originally suggested retail prices.

SBCG said it plans to run the store sales through the end
of July, and will implement successively larger price
reductions throughout the period until the merchandise is
sold, and the stores re-opened by the new owners under the  
Lillie Rubin name.

Lillie Rubin has eight stores in Florida, and other stores
in Alabama, Arizona, California, Colorado, Georgia,
Louisiana, Maryland, Nevada, New Jersey, New York, Ohio,
Pennsylvania, Tennessee, Texas and Virginia.


MOLTEN METAL: Seeks Approval of Option Agreement
------------------------------------------------
Molten Metal Technology, Inc., and its affiliates are
seeking authority to enter into a letter agreement with Dr.
Victor E. Gatto, Jr. under which he will receive an
option to purchase assets of the company relating to its
"ThermUHex Assets."
  
Gatto would be provided with an option for up to twelve
months from the entry of an order to acquire the company's
ThermUHex Technology for a purchase price of $2.5 million
(during the first six months) or $2.7 million (during the
second six months) plus future technology fees equal to 2%
of the Buyer's gross revenues from the commercialization of
the TermUHex Technology.


PAPPY'S FOODS: Shuts Down After Reorganization Failed
-----------------------------------------------------
Pappy's Foods Co. Inc., a frozen-bakery products company
that emerged from bankruptcy in 1993, has shut down its
operations and laid off all employees, including top
executives, according to a newswire report. The company
confirmed it ceased shipping in late February and that no
bankruptcy filing has been made. It is unlikely the
company will revive. Pappy's filed for chapter 11
protection in 1991, listing $8 million in liabilities and
assets of $2.8 million. Pappy's emerged from bankruptcy in
mid-1993 with a plan to pay secured creditors 100 percent
and unsecured creditors at least 30 cents on the dollar.
About half of the company's total liabilities of about $4
million was unsecured.


PARAGON TRADE: Inflated Claims Seen as Negotiating Tactic
---------------------------------------------------------
Paragon Trade Brands, Inc. announced that, in accordance
with the bar date order issued by the United States
Bankruptcy Court in Atlanta, the period for submission of
all  proofs of claim against Paragon in its Chapter 11 case
expired at the close of  business on Friday, June 5, 1998.

Procter & Gamble has filed claims ranging from
approximately $2.3 billion (without trebling) to $6.4
billion (with trebling), including an unsecured claim of
$178.4 million alleging priority status related to an  
adverse patent infringement judgment rendered by the
Delaware District Court.  That judgment is currently the
subject of a motion for a new trial.  Paragon  has
previously disclosed that it intends to appeal the adverse
Delaware judgment, if necessary, at the appropriate time.  
The remaining claims relate to unsecured claims alleging
priority status and ranging from approximately  $1.8
billion (without trebling) to $5.5 billion (with trebling)
and claims  alleging administrative status ranging from
approximately $300 million (without  trebling) to $880
million (with trebling), all of which allegedly are based
on  additional patent claims asserted by P&G against
Paragon only in the Bankruptcy Court.  These additional
claims asserted by P&G include alleged patent infringement
claims in foreign countries against corporate entities in
which Paragon is a minority shareholder.  The Company has
reviewed such claims and believes them to be without merit.

Kimberly-Clark has filed alleged claims ranging from
approximately $893 million (without trebling) to $2.3
billion (with trebling), including claims related to
a previously disclosed action filed by K-C against Paragon
in the Dallas District Court related to the inner leg
gather feature of Paragon's diapers,  the same feature
found by the Delaware District Court to infringe
P&G's patents.  K-C's claims in the Bankruptcy case,
however, seek to recover alleged lost profits for the
patents asserted in the Texas Action, despite the fact  
that a lost profits theory of damages was not alleged by
K-C in the Dallas District Court.  Paragon  believes that
the amounts claimed are unreasonable,  even if a court were
to find K-C's patents valid and infringed. Paragon  
continues to believe that it does not infringe any valid
claim of the asserted  K-C patents.

Commenting on the additional claims by P&G and K-C, Chief
Executive Officer, Bobby Abraham said, "We believe the
addition of new, unsubstantiated claims by P&G and K-C is
an obvious effort to grossly over-inflate their claims
in order to force a settlement without regard to the
underlying value of the claims.  Regardless of these
tactics, the Company is working to emerge from  
Chapter 11 in an expeditious manner.  We are working with
the Creditors' Committee, P&G and K-C to reach a reasonable
business resolution as quickly as possible which protects
the interests of all our stakeholders."

In addition to filing its proof of claim in the Bankruptcy
Court, K-C also  filed a motion on June 5, 1998 in the
Federal District Court for the Northern  District of
Georgia seeking to have the District Court, rather than the  
Bankruptcy Court, determine the amount and the scope
of K-C's claims.  The Company  is reviewing this latest
litigation tactic pursued by K-C and will  respond
accordingly.

With respect to the Texas Action, Paragon also announced
that the Special Master issued a report and recommendations
regarding seven of the nine pending pre-trial motions he
was appointed by the Dallas District Court to review.  
Among other things, the Special Master's Report recommends
that K-C be bound by  Judge Dwyer's ruling in a previous
litigation between K-C and P&G in the Western District of
Washington that narrowed the scope of the claims of the  
Enloe I patent, which K-C has asserted against Paragon.  
Commenting on the Special Master's Report, Mr. Abraham
noted, "We are very pleased with the Special Master's
recommendation on claim construction of the Enloe I patent.
We continue to believe that Judge Dwyer's claim
construction is appropriate and that our products do not
infringe any valid claim of K-C's patents."

In addition, the Special Master has recommended that the
Dallas District Court in the Texas Action dismiss Paragon's
antitrust counterclaim.  With respect to Paragon's
antitrust counterclaim, the Company intends to object to  
the Special Master's recommendations at the appropriate
time.


PARAGON TRADE: Seeks Authorization for Employee Programs
--------------------------------------------------------
Paragon Trade Brands, Inc. is seeking court authorization
and approval for employee bonus, retention, confirmation
and severance programs.

The debtor, together with The Blackstone Group LLP, and
compensation specialists at Ernst & Young developed the
retention and incentive programs.  The debtor believes the
implementation of the programs is vital to the success of
the Chapter 11 case and represents an exercise of sound
business judgment.


PEGASUS GOLD: Court Approves Sale of Subsidiary
-----------------------------------------------
On June 2, 1998, the court entered an order approving the
sale by Pegasus Gold Corp. and Zortman Mining, Inc. by
means of an auction of all of their interests in their
wholly owned nondebtor subsidiary Pegasus Minera de Chile,
Ltda.

Mr. Juan Rassmuss of Chile submitted the highest bid of US
$1.3 million.


QUADRAX CORP: Plan of Reorganization
------------------------------------
Quadrax Corporation proposes a plan of reorganization in
conjunction with E.B. Acquisition LLC or its designee.

Class 1: Administrative expenses entitled to priority. Not
impaired.
Class 2: $360,000 secured portion of the claim of Congress
Financial Corporation for monies owed by the debtor
pursuant to its guaranty of the indebtedness of debtor's
subsidiary Victor electric wire & Cable Corporation.  
Excluded from this class is the unsecured portion of
Congress's claim in the amount of approximately $3.74
million. Impaired
Class 3: All claims entitled to priority - Not impaired.
Class 4: Claims of taxing authority - Not impaired.
Class 5: Claims of any creditors who are parties to any
equipment agreements - Not impaired.
Class 6: Disputed claims of Power Stick - Impaired.
Class 7: Claims of all general unsecured, non-priority
creditors of the debtor, to the extent any such claims
become allowed claims.
Class 8: The interests of all equity security holders of
the debtor.  On the Effective Date, each equity shareholder
will receive one new share for each ten shares previously
outstanding.

E.B. Acquisition will deposit $2.5 million in the
Disbursing Account which sum will be distributed to
creditors in accordance with the provisions of the plan.  
An additional sum of up to $150,000 will be paid to the
Allowed Claims of Equipment Creditors.  E.B. Acquisition
will receive 49% of the outstanding new shares of the
reorganized debtor in consideration of the payment of
$100,000 for the purpose of funding the plan, and the
existing equity security holders shall receive 51% of the
outstanding new shares of the reorganized debtor.


RBX Corporation: May Not Satisfy Covenant Requirements
------------------------------------------------------
RBX Corporation disclosed that although it was in
compliance with all terms of its indebtedness at March 31,
1998, more restrictive covenant requirements in future
quarters and lower EBITDA generated from current
operations make it probable that the Company will not
satisfy its covenant requirements at June 30, 1998.  The
Company says that it is negotiating with its present
lenders to obtain relief from future covenant
restrictions. There can be no assurance that any such
amendment will be successful or, if entered into, what the
related terms and conditions would be.  This disclosure
surfaced in connection with the Company's offer
to exchange its 12% Senior Notes.


STORY CHEMICAL: High Court Says Corporate Parents Liable
--------------------------------------------------------                 
The Supreme Court says a corporate parent that actively
controls the operations of a subsidiary's facility, or
actively participates in those operations, may be held
directly liable under federal  environmental laws.

Ott Chemical Co. began manufacturing chemicals in 1957 at
plant near Muskegon, Mich. Court records say the company's
"intentional or unintentional  dumping of hazardous
substances significantly polluted the soil and ground  
water at the site."

CPC International Inc. formed a wholly owned subsidiary in
1965 to buy Ott's assets in exchange for CPC stock. CPC
kept on the managers at the Michigan plant, and court
records say the plant continued to pollute.

In 1972, CPC sold Ott to Story Chemical Co., which operated
the Muskegon plant until Story's bankruptcy in 1977.
State officials then examined the site, and court records
say they "found the land littered with thousands of leaking
and even exploding drums of waste,  and the soil and water
saturated with noxious chemicals. "

The site passed through several other hands, which
manufactured chemicals at the site until 1986.
But by 1981, the Environmental Protection Agency had begun
an effort to get the site cleaned up. The EPA sued the
various owners and CPC. A federal appeals court eventually
ruled in 1997 that neither CPC nor one of the other
owners,  Aerojet, was liable, since the parent and
subsidiary corporations maintained  "separate
personalities."

Today, in a unanimous opinion written by Justice David
Souter, the Supreme Court threw out the appeals court
ruling and ordered a new hearing. Souter said  a corporate
parent may not be held liable for controlling the
operations of a  subsidiary, as opposed to controlling a
subsidiary's facility.

He added, "But a corporate parent that actively
participated in, and exercised control over, the operations
of the facility itself may be held directly liable in its
own right as the operator of that facility."  (No. 97-
454, U.S. vs. Bestfoods et al.) (UPI: News -06/08/98)


THE SCORE BOARD: Taps Blank Rome Comisky & McCauley
---------------------------------------------------
The debtors, The Score Board, Inc. and The Score Board
Holding Corporation applied to employ Blank Rome Comisky &
McCauley LLP as special counsel to the debtors.  The
debtors desire to employ the firm as their special counsel  
to continue representing the debtors in connection with a
pre-petition dispute with Weingeroff Enterprises, Inc. with
regard to claims arising out of the debtors' purchase of
approximately 180,000 ceramic football helmets.


U.S. LEATHER: Sues To Force Payment Of $1.7M Debt
-------------------------------------------------
U.S. Leather Inc. sued Mitchell Manufacturing Group Inc.
and LaMont Group Acquisition Corp. to collect more than
$1.7 million owed for leather shipments to Mitchell,
charging that their failure to pay this debt "has had and
continues to have a severe detrimental impact on the Debtor
and its operations." The inability to collect this debt
initially left the company with nearly $1.5 million less of
cash availability under its revolving credit facility,
"seriously hampering the operations of the Debtor in the
immediate prepetition period," the finished leather
producer asserted. However, because the debt is now
"seriously overdue" and payment has not been made, U.S.
Leather's lenders have excluded the debt from the
company's borrowing base. Mitchell, which has repeatedly
promised to pay the debt, sold substantially all of its
assets to LaMont on April 22, U.S. Leather noted. LaMont
assumed the debt owed to U.S. Leather when it purchased
Mitchell's assets. (Courtesy of The Daily Bankruptcy Review
June 9, 1998 - ABI 09-June-98)


VENTURE STORES: Exclusivity Extended
------------------------------------
Judge McKelvie granted the debtor's motion to extend
exclusivity as amended: The debtors and Creditors'
Committee negotiated an amendment providing that the
Debtor's Exclusive Period to file a Plan of Reorganization
should be extended to September 21, 1998, and its Exclusive
Solicitation Period should be extended to November
20, 1998. (Venture Stores Bankruptcy News Issue 11 08-June-
98)


VENTURE STORES: Wal-Mart's Objection
------------------------------------
At a recent hearing before Judge McKelvie, the Debtor
sought authorization, after holding the Auction for the
Highest and Best Bidder, to consummate the Sale Agreement
with Kimco, which had been deemed to have made the Highest
and Best Offer.

Lead Counsel for the Debtor, Robert J. Feinstein, Esq., of
the law firm Kornish Lieb Weiner & Hellman advised the
Court that the Debtor will provide adequate assurance of
performance, and that the had been intensively
negotiated at arms' length.  Counsel also informed the
Court that all objections had been resolved for the most
part, except Wal-Mart's.

Resolution of the objections was accomplished, he
continued, by the Debtor's agreeing to provide immediate
payments of "cure" amounts for prepetition rents and
defaults common area charges and real property taxes.  The
Debtor also agreed to provide adequate assurance that Kimco
or its Assignees would perform the terms of each of the
leases at issue.

Judge McKelvie, after hearing the report on the resolved
objections, told the gathered counsel that he wanted them
to achieve resolution of the Wal-Mart Objection, which he
considered substantial, before he approved the Sale
Agreement.

The essential components of Wal-Mart's Objection are:  (a)
that Wal-Mart's Sublease of Premises at the St. Peter's
Shopping Center, in Missouri, to the Debtor as tenant,
prohibits the Debtor from further assigning the Lease for
the use as a discount department store or wholesale club
which would compete with Wal-Mart.  (b) Although Wal-Mart
was granted the right to assign the Lease under its
Original Lease Agreement with Landlord, the St. Peter's
Shopping Center, it was limited by the Original Lease
provision that no subletting or assignment by Wal-Mart
would be for the purpose of operating a supermarket in the
Premises while the lessor had a supermarket in operation
in the shopping center.  Since Kimco plans to assign the
Debtor's Sublease to K-Mart, this is a direct violation of
Wal-Mart's Sublease with the Debtor, asserts the Wal-Mart
Objection.

This impasse to the Court's approval of the Sale Agreement
to Kimco, was resolved by David Stratton, Esq., of the law
firm Pepper Hamilton, the Debtor's Counsel.  Judge McKelvie
and Counsel for Wal-Mart accepted Mr. Stratton's
proposition that the Wal-Mart Objection be carved out for a
subsequent hearing and the Sale Agreement approved at the
instant hearing.  The hearing on the Objection was
scheduled for June 17, 1998.

Judge McKelvie Approved the Sale Agreement, with addition
of a paragraph allowing the Debtor to assume and assign the
Leases covered by the Sale Agreement at an earlier date in
order to permit rents from the Leased Properties to flow to
the Joint Venture at an earlier date. (Venture Stores
Bankruptcy News Issue 11 08-June-98)


VENTURE STORES: Sale of Furniture, Fixtures and Equipment
---------------------------------------------------------
The Debtor filed a motion seeking to confirm the Debtor's
sale of its furniture, fixtures and equipment located at 16
of its closed stores, free and clear of liens, claims and
encumbrances.

The Debtor reminds the Court that earlier in its Chapter 11
Case, -- February 23, 1998 -- the Court had authorized the
closing of 16 Stores and the liquidation of the inventory
at these Stores.  Pursuant to this authorization, an
auction resulted in an offer of $1,370,000 for the
furniture, fixtures and equipment, submitted by a joint
venture purchaser formed between International Asset
Recovery, Inc. and United American. (Venture Stores
Bankruptcy News Issue 11 08-June-98)


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