TCR_Public/980708.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, July 8, 1998, Vol. 2, No. 132
                    
                  Headlines

ALLEGHENY GENERAL: Parent Foundation Considers Bankruptcy
ALLIANCE ENTERTAINMENT: Reports $7.2 Million Net Loss
BARRY'S JEWELERS: Order Extends Solicitation Exclusivity
BIRRAPORETTI'S: Case Summary & 20 Largest Creditors
BUILDER'S TRANSPORT: Schneider Trucking Interested

CAI WIRELESS: Plan Sees $293M Reorganization Value
COLOR TILE: Seeks to Retain Liquidating Officer
COMLINE: Case Summary & 20 Largest Creditors
COMLINE: Forced to File Chapter 11
EPISCOPAL HOMES: Housing for Elderly Files Chapter 11

GEOTEK: Received Court Approval To Hire Rothschild
KIA MOTORS: Rivals Set to Fight for the Remains
LEVITZ FURNITURE: Has Court Nod To Close 14 Stores
LONG JOHN SILVER'S: Notice of Commencement of Cases
MONTGOMERY WARD: Seeks to Reject Consulting Agreement

PARAGON TRADE: Memo In Support of Exclusivity Extension
PETRIE RETAIL: Gets $150M Proposal From Pegasus/Galins
PHELPS TECHNOLOGIES: Seeks to Employ Special Counsel
PHOENIX INFORMATION: Hearing on Disclosure Statement
PHOENIX INFORMATION: Seeks Extension of Exclusivity

RELIANCE ACCEPTANCE: Piper Jaffray Changed Vote
SPECTATOR SPORTS: Headquarters Sold for $1.8 Million
ZENITH: Signs Secured Credit Agreement

                  *********

ALLEGHENY GENERAL: Parent Foundation Considers Bankruptcy
---------------------------------------------------------
Allegheny Health Education and Research Foundation, the
parent foundation of Allegheny General Hospital, is
considering a bankruptcy filing for the hospital if it is
unable to negotiate a deal for new capital with lenders,
The Post Gazette reported. The possibility of a bankruptcy
filing became a reality last month after a deal to sell six
of the foundation's money-losing Philadelphia area
hospitals to Vanguard Health Systems Inc. failed. Then the
foundation announced that system-wide losses were $27
million a month.


ALLIANCE ENTERTAINMENT: Reports $7.2 Million Net Loss
-----------------------------------------------------
Alliance Entertainment Corp. filed its monthly operating
report with the United States Trustee.  The company
reported a consolidated net loss of $7.2 million on net
sales of $22.9 million.  The loss includes $2 million in
interest and reorganization expenses, $3.9 million in
losses from its unconsolidated operations, including Castle
Communications and $1 million in losses from its non-core
operations.  

July 30, 1998 is set for the confirmation hearing.  Under
the terms of the plan, the newly reorganized Alliance
Entertainment will become majority owned by a syndicate of
banks led by The Chase Manhattan Bank, as agent.


BARRY'S JEWELERS: Order Extends Solicitation Exclusivity
--------------------------------------------------------
On June 29, 1998 Judge Vincent P. Zurzolo approved the
extension of the exclusive time period within which only
the debtor may secure acceptances to a plan of
reorganization.  The extension was granted through and
including August 31, 1998.

BIRRAPORETTI'S: Case Summary & 20 Largest Creditors
---------------------------------------------------
Debtor:  Birraporetti's Restaurants Costa Mesa, LLC
         3333 Bristol Street
         #2078
         Costa Mesa, California

Type of business: Debtor owns and operates a restaurant
Court: District of Delaware
Case No.: 981491    Filed: 07/2/98    Chapter: 11
Debtor's Counsel: Saul Ewing Remick & Saul LLP
                  222 Delaware Avenue
                  Suite 1200
                  Wilmington, Delaware 19801
                  (302) 421-6800
                  
                  

Total Assets:            $1,400,000
Total Liabilities:       $6,700,000
                                                   No. of
                                         Amount    Holders
                                         ------    -------
Fixed, liquidated secured debt       $4,000,000         30
Contingent secured debt                      $0          0
Disputed secured debt                        $0          0
Unliquidated secured debt                    $0          0

Fixed, liquidated unsecured debt       $400,000         50
Contingent unsecured debt                    $0          0
Disputed unsecured debt              $2,300,000          2
Unliquidated unsecured debt                  $0          0

No. of shares of preferred stock              N/A       N/A
No. of shares of common stock                 N/A       N/A

20 Largest Unsecured Creditors:

Name                              Nature        Amount
----                              ------        ------
Rebecca Barklage                  Judgment   1,308,302                                                                            
                                             (approximate)
Melissa McCard                    Judgment      804,825
          (approximate)
Divona & Cohen, PC          Legal Services      165,000
Sysco Food Service of LA             Trade        7,531
Southern Wine & Spirits              Trade        6,994
Alliant Foodservice - Costa Mesa     Trade      6,925
Young's Market Company               Trade        4,403
Penjoyan Produce                     Trade        3,847
Longbeach Seafood Company            Trade        3,403
Harbor Distributing                  Trade        3,130
Rogers poultry                       Trade        2,485
Pasta Mia                            Trade        2,364
network Rooter & Plumbing            Trade        1,991
Challenge Dairy Products             Trade        1,606
Straub Distributing                  Trade        1,540
Braun Linen                          Trade        1,498
Wine Warehouse                       Trade        1,207
Goldberg & Solovy                    Trade        1,059
Sun Meat Company                     Trade          920
Sunwest Maintenance Inc.             Trade          850


BUILDER'S TRANSPORT: Schneider Trucking Interested
--------------------------------------------------
Schneider National Inc., already the country's largest
full-truckload freight hauler, could expand substantially
if it closes on the acquisition of a major trucking firm
based in South Carolina.

Schneider put in the winning bid  $41.8 million in cash  
for Builders Transport Inc. in a bankruptcy court
proceeding in Atlanta this week, Builders attorney Donald
L. Rickertsen said Thursday.

The bid was approved by the court, and the purchase is to
close July 31, Rickertsen said.   The deal would give
Schneider a nationwide truckload carrier  that posted  
$288 million in sales last year and access to nearly  2,000
drivers  an important asset given the industry's
longstanding  driver shortage.

Schneider had 1997 sales of more than $2.5 billion.
The private firm, based in Green Bay, employs about 17,000
people and operates more than 14,000 tractors and 36,000
trailers. The deal for Builders Transport comes just a few
months after Schneider announced its first acquisition
since 1984, the purchase of a $30 million Iowa  
trucking firm with 300-some drivers.

Builders Transport, based in Camden, S.C., employs about
3,000 people and operates about 40 terminals, Rickertsen
said.  The company's fleet includes about 2,500 tractors
and 6,000 trailers, but Schneider's bid calls for
purchasing only a small percentage of the rolling  
stock, Rickertsen said. He said Builders operates
nationwide but mainly in the eastern United  
States.  The company filed in May for reorganization under
Chapter 11 of the U.S. Bankruptcy Code. (Milwaukee Sentinel
Journal-07/03/98)


CAI WIRELESS: Plan Sees $293M Reorganization Value
--------------------------------------------------
CAI Wireless Systems Inc.'s proposed prepackaged plan of
reorganization and disclosure statement estimate the
company's reorganization value at about $293 million.  
CAI's financial advisor, BT Alex. Brown Inc., based its
valuation on a number of factors, including confirmation of
the June 30 plan without material changes, and
substantially similar market, business, and general
economic conditions.  CAI intends to file for Chapter 11
with the U.S. Bankruptcy Court in Wilmington, Del., if the
company receives the requisite votes for the plan by the
July 27 deadline. (Federal Filings Inc. 7-July-98)


COLOR TILE: Seeks to Retain Liquidating Officer
-----------------------------------------------
Color Tile, Inc., and its debtor affiliates seek to hire
Michael R. Buchanan as the sole officer and director with
the title of "Chief Liquidating Officer."

The debtors state that it is essential to employ an
individual to oversee the winding-up of their affairs.
Buchanan will receive a monthly salary of $2,500 plus $500
per day for each full day worked in excess of six full days
in any month.


COMLINE: Case Summary & 20 Largest Creditors
--------------------------------------------
Debtor:  Comline Business Data, Inc.
         80 Maiden Lane
         22nd Floor
         New York, NY 10038

Type of business:
Court: Southern District of New York
Case No.: 98B44759    Filed: 07/2/98    Chapter: 11
Debtor's Counsel: James Berman, Esq.
                  Robert Kolodney
                  Sherman, Citron & Karasik,
                  P.C.
                  Carnegie Hall Tower
                  152 West 57th Street
                  New York, NY 10019
                  (212) 582-7800

Total Assets:           $91,298,000
Total Liabilities:   $1,784,454,000
                                                   
20 Largest Unsecured Creditors:

   Name                              Amount
   ----                              ------         
Nihon Keizai Shimbun KK              452,358
Cooper & Dunham                       45,000
Nippon Shimpan                        10,922
Koichi Nagai                          10,718
AMT                                    4,675
Dun & Bradstreet Japan Ltd             3,703
Embassy of France                      2,642
Bloomberg, LP                          2,469
Minato social Insurance Office         2,441
Wards Communications                   2,080
Deutche Bank A.G. Tokyo Branch         2,037
Swetz/Bayer A.G.                       2,000
Embassy of Sweden                      1,676
Paribas Capital Markets, Ltd. Tokyo    1,666
Chemical Week                          1,650
Rebecca Kimoto                         1,600
Patrick Oblander                       1,600
Tetsuya Sato                           1,500
Ulmer Brothers                         1,450
Oxford Health Plans                    1,250


COMLINE: Forced to File Chapter 11
----------------------------------
On July 2, 1998, COMLINE Business Data, Inc. filed a
Chapter 11 petition in  U.S. Bankruptcy Court in New York.  
With this filing, COMLINE enters into a receivership.  
COMLINE will continue to provide its news service while
the  bankruptcy court  determines its reorganization plan.

The principal reason for the bankruptcy filing is that
Nihon Keizai Shimbun  (Nikkei) was awarded some US$450,000
in a  monetary judgment by the NY Federal District Court
(Southern NY) on June 5 for a copyright infringement
lawsuit.   The monetary judgment consists of statutory
damages, cost of litigation and attorneys' fees.  COMLINE
believes that the judgment was wrong and should be  
reversed.

Following the judgment of the District Court, COMLINE filed
a notice of appeal on June 15.  Nikkei then responded by
trying to demand COMLINE to pay the full monetary award
immediately. However, COMLINE asked the U.S. Court
of  Appeals to expedite the appeal hearing, and on June 19,
the Court of Appeals ordered an expedited appeal to be
heard in mid-August.

On June 22, Nikkei delivered notices to COMLINE, its
representative director in New York City, and Citibank to
freeze assets.  On the same day, Nikkei also sent notices
to some on-line database companies in the U.S. to halt
royalty payments to  COMLINE in attempt to cut off all
revenue sources, which would prevent the continued
operation of COMLINE.  This series of  actions taken by  
Nikkei forced COMLINE to file under Chapter 11 in the U.S.
so that the company  can continue the appeal of the  
copyright case at the U.S. Appeals Court and carry on its  
business.

When Nikkei filed its complaint in the U.S. District Court,
COMLINE's three directors were also named as co-defendants
by Nikkei.  Following the District Court's judgment, Nikkei
has  also gone after the assets of an individual of  the
company, who  is the only U.S.-resident director, by
restraining his  personal  bank accounts as well as
personal assets.

Nikkei is being vindictive in going after the assets of  
COMLINE and its resident director while the case is on
appeal.   It appears Nikkei has chosen a strategy to
inflict maximum pain on the people concerned while this
copyright litigation is being evaluated at the U.S. court.  
COMLINE fully intends to resist this harassment and to
pursue its appeal.(Comline Telecommunications - 07/07/98)


EPISCOPAL HOMES: Housing for Elderly Files Chapter 11
-----------------------------------------------------
Episcopal Homes of Hawaii Inc. announced that it has filed
for chapter 11 protection, which will further delay the
development of a planned elderly housing facility,
according to Pacific Business News. In its filing, the
company listed $16 million in liabilities and assets of
less than $500,000. The company was established in 1993 by
the Episcopal Church as a non-profit subsidiary to develop
housing for the elderly. The project has been mired for
nearly five years. The project was originally estimated at
$95 million, but now it is expected to cost $130 million to
develop the housing. (ABI 07-July-98)


GEOTEK: Received Court Approval To Hire Rothschild
--------------------------------------------------
Geotek Communications Inc., which is seeking a strategic
investor or buyer, received court approval to hire
Rothschild Inc. as financial advisor.  Rothschild will
receive a one-time fee of $100,000 as well as a transaction
fee equal to 0.5% of the amount of debt and/or preferred
securities in a restructuring transaction, or 1% of the
consideration in a sale, merger, or similar transaction.
The firm's services will include assisting in the
development of Geotek's business plans, evaluating the
telecommunications company's debt capacity, and creating a
valuation of the business and any securities to be issued
in connection with a plan(s) of reorganization. (The Daily
Bankruptcy Review Copyright c July 7, 1998 - ABI 7-July-98)


KIA MOTORS: Rivals Set to Fight for the Remains
----------------------------------------------
Hyundai Motor, Daewoo Motor and Samsung Motors declared
their bids shortly after the creditors announced the
timetable - setting the stage for a fierce battle among
domestic and foreign car-makers to take an initiative in
the sector not only in Korea, but throughout Asia.

Korea Development Bank, Kia's main creditor, said Korea's
third-largest car-maker would be put up for sale through
the announcement of a new share offer on  July 15, with the
successful bidder decided by the end of next month.
Detailed terms of the tender would be released this week,
it said.

Lee Keun-young, governor of the state-run bank, said Kia's
public auction would be carried out simultaneously with its
liquidation, adding any bids by domestic and foreign
companies would be "welcomed".   He said creditors would
release the scope of capital reduction and new share issue
after Anderson Consulting completed the evaluation.

Analysts expect a three to four-way race to acquire Kia
Motors, the flagship unit of Kia Group which went belly up
in July of last year under debts of 10 trillion won (about
HK$57.05 billion), pushing the Korean economy - then the  
world's 11th-largest economy - to the verge of default.

Ford Motors Corp, which already owns a 17 per cent of Kia
Motor together with its Japanese affiliate Mazda Motors
Corp, has already done an initial study on the feasibility
of Kia's takeover.  Analysts say the US company wants to
use Kia as a base for its Northeast Asian push targeting
China.

Hyundai Motor and Daewoo Motors, Korea's largest and
second-largest car makers respectively, have also expressed
interest in buying Kia. Hyundai wants to achieve economy of
scales by adding Kia's yearly car production capacity of  
800,000 cars to its capacity of 1.4 million, while Daewoo
hopes to add Kia's commercial vehicle line up to its
passenger vehicle line up.  Daewoo has sought to buy Kia
through a consortium with Hyundai, which has in turn has
not ruled out the possibility of such a joint bid.
In a separate move, Daewoo Motors is seeking to sell up to
50 per cent of its stake to General Motors Corp to
strengthen its financial base - a deal analysts say will be
completed soon. (South China Morning Post - 07/07/98)


LEVITZ FURNITURE: Has Court Nod To Close 14 Stores
--------------------------------------------------
Levitz Furniture Inc. last week received court approval to
close 14 stores and retain the joint venture of
Schottenstein Bernstein Capital Group and Gordon Brothers
Retail Partners to conduct closing sales at the locations.
The retailer called the move "an important step in the
Debtors' restructuring because it enables the Debtors to
not only close stores in certain regional markets in which
the Debtors are not dominant or competitive, but also paves
the way for the Debtors to focus on better markets and
select sites for as many as 15 new stores." Closing sales
will take place in the following locations over the next
120 days: Plano, Texas; Chula Vista, San Diego,
and San Marcos, Calif.; Colorado Springs, Denver, and
Lakewood, Colo.; Clearwater, New Port Richey, Orlando,
Tampa, and Winter Park, Fla.; and Hazelwood and Manchester,
Mo. (The Daily Bankruptcy Review Copyright c July 7, 1998-
ABI 07-July-98)


LONG JOHN SILVER'S: Notice of Commencement of Cases
---------------------------------------------------
A meeting of creditors of Long John Silver's Inc. and its
affiliate debtors is scheduled for July 31, 1998.

Co-counsel for debtor are Ronald DeKoven and Mark J.
Shapiro of Shearman & Sterling, 599 Lexington Avenue, New
York, New York and Laura Davis Jones, Robert S. Brady,
Pauline K. Morgan, and Brendan Linehan Shannon, Young,
Conaway Stargatt & Taylor LLP, 11th Floor, Rodney Square
North, PO Box 391, Wilmington, Delaware.


MONTGOMERY WARD: Seeks to Reject Consulting Agreement
-----------------------------------------------------
Montgomery Ward Holding Corp. seeks to reject that certain
consulting agreement with Consumers Utilities Service
Corporation.  A hearing on the motion will be convened on
July 15, 1998.


PARAGON TRADE: Memo In Support of Exclusivity Extension
-------------------------------------------------------
Paragon Trade Brands, Inc., debtor, states in its
Memorandum of Support for its extension of exclusivity  
that the initial 60 day extension of exclusivity has not
been adequate for the debtor to resolve the critical issues
it faces and formulate its plan of reorganization.  The
debtor states that the events occurring made it impossible
to formulate a plan which resolves the claims facing the
debtor while at the same time maintaining the company's
viability and providing a fair and equitable return for its
creditors and shareholders.  
  
The debtor states that the recent motion to withdraw the
reference, the Delaware Court's request for additional
briefing, K-C's new theory of damages, and P&G's new claims
for infringement beyond those asserted in the Delaware
Action, among other significant issues confronting the
debtor, all provide an unstable environment within which to
require the debtor to immediately propose a plan o f
reorganization.

Additionally, the debtor states that this is a very complex
case, and the debtor must assess and resolve the validity
of the billions of dollars of claims charged against it,
formulate an appropriate plan, manage its business, and
protect the rights of its creditors, customers, employees,
and shareholders.

Terminating exclusivity would penalize the debtor for
events beyond its control and open this case up to the
possibility of competing plans filed by parties concerned
only with their own special interests.

The debtor is seeking an extension through and including
September 15, 1998 to exclusively have the right to file
its plan, and through and including November 15, 1998 to
solicit acceptances of its Chapter 11 reorganization plan.


PETRIE RETAIL: Gets $150M Proposal From Pegasus/Galins
------------------------------------------------------
Petrie Retail Inc.'s G&G Shops Inc. unit has attracted a
$150 million proposal from Pegasus Partners L.P., TGV
Partners, and two of the unit's top executives.  The bid,
which was submitted jointly by Pegasus, TGV, G&G President
Jay Galin and his son, Chief Operating Officer Scott Galin,
appears to permit competitive bidding, the creditors'
committee said.  The panel added, however, that the joint
bid contains an exclusivity provision that prohibits the
Galins from continuing any discussion with additional
bidders. (Federal Filings Inc. 7-July-98)


PHELPS TECHNOLOGIES: Seeks to Employ Special Counsel
----------------------------------------------------
Phelps Technologies, Inc. and Phelps Tool and Die Houston,
Inc., apply for authority to employ the Law firm of Adams
Nye Sinunu Walker LLP as special counsel in the
representation of its interests in a particular case in the
US District Court for the Northern District of California,
Quantum Corporation v Phelps Technologies, et al.  
Attorneys for the firm charge hourly fees of $165 for
representation in this case.


PHOENIX INFORMATION: Seeks Extension of Exclusivity
---------------------------------------------------
Phoenix Information Systems Corp and its affiliated debtors
seek an extension of the time periods within which the
debtors have the exclusive right to file their plan s of
reorganization and solicit acceptances thereto for 90 days
from July 1, 1998 and August 30, 1998 through and including
September 29, 1998 and November 30, 1998.

The debtors state that they have made substantial progress
toward formulation of their plan in the face of unusual
substantive and procedural difficulty, as well as committee
opposition.  The debtors state that the Equity Committee
has delayed the progress toward completion of a plan with
consistent objections to motions filed by the debtors with
the court.  The Equity Committee's extensive discovery and
repeated requests for extensions of the sale deadline
further delayed the debtors' progress.


PHOENIX INFORMATION: Hearing on Disclosure Statement
----------------------------------------------------
The hearing to consider the approval of the Disclosure
Statement and any objections or modifications thereto shall
be held on July 27, 1998.


RELIANCE ACCEPTANCE: Piper Jaffray Changed Vote
-----------------------------------------------
The court confirmed the fourth amended reorganization plan
of Reliance Acceptance Group Inc. after the subprime lender
made a number of technical amendments and subordinated
noteholder Piper Jaffray Inc. was allowed to change its
vote to accept the plan.  The plan's effective date is
expected to occur by July 31.  Under the joint plan, Ugly
Duckling Corp. will service the bulk of Reliance's sub-
prime auto receivables portfolio. (Federal Filings Inc. 7-
July-98)


SPECTATOR SPORTS: Headquarters Sold for $1.8 Million
----------------------------------------------------
Spectator Sports Services Inc., which closed its doors in
the spring after filing for chapter 11 protection on
December 31, has sold its headquarters to Overhead Door
Co., a garage door installation and service business, for
$1.8 million, according to The Business Journal of
Charlotte. With liabilities of $3 million and the loss of
its principal merchandising contract with the National
Collegiate Athletic Association, the company sold $350,000
worth of assets at an auction April 30 and May 1.
The special events sports merchandiser sold the building
separately because it was owned by a limited liability
corporation created by the company's founder and president.
(ABI-7-July-98)


ZENITH: Signs Secured Credit Agreement
--------------------------------------
Zenith Corp. announced that it has signed a $125-million
secured credit agreement with a group of banks led by
Citicorp, according to Audio Week. The agreement amends the
company's existing Citicorp facilities and provides greater
borrowing capacity to help fund operational capital
requirements through the end of the year. The new agreement
supplements an earlier financing commitment by LG
Electronics (LGE) of $45 million; LGE's financing was
contingent upon Zenith securing additional
financing and its pre-packaged chapter 11 plan.


                  *********

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Troubled Company Reporter is a daily newsletter, co-
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Debra Brennan and Lexy Mueller, Editors.   

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