TCR_Public/980715.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 15, 1998, Vol. 2, No. 137

ALLEGHENY HEALTH: Asked to Sell Network to Avoid Bankruptcy
ANCHOR RESOLUTION: Noteholders, Committee and Debtor Settle
DAEWOO: Can They Survive Where Others Fail?

ELDER BEERMAN: Files Registration Statement
HARRAH'S JAZZ: Order Denies Trustee's Motion to Convert
LIBERTY HOUSE: Seeks Nod For Employee Retention Plan
MARVEL ENTERTAINMENT: Judge Approves Reorganization Plan
MIDCOM COMMUNICATIONS: Judge Confirms Committee's Plan

MONTGOMERY WARD: Posts $70M Net Loss For May
MONTGOMERY WARD: Monitoring Stores for Potential Closings
MONTGOMERY WARD: Corporate Tower Sale
NEXTWAVE: Creditors Meeting Set
PIE MUTUAL: State of Ohio Sues Former Employees for $1.3M

PARAGON: Rivals Agree On Exclusivity Extension To August 21
PEGASUS GOLD: Applies to Hire Special Counsel Graham & Dunn
PETRIE RETAIL: Seeks Nod For $160M G&G Sale To Pegasus
PHILLIPS UNIVERSITY: Judge OKs Bond Plan For Phillips Trust
ROSS TECHNOLOGY: Results for the 1998 Fiscal Year

SCHWEITZER MOUNTAIN RESORT: Judge to Rule This Week on Sale
STRAWBERRIES: Files Consensual Liquidating Plan
UOL PUBLICSHING: Announces Layoffs to Cut Expenses
UNISON HEALTHCARE: Trustee Adds 2 Creditors to Joint Panel
V.O.C. ANALYTICAL: Judge Orders Chapter 11 Trustee


ALLEGHENY HEALTH: Asked to Sell Network to Avoid Bankruptcy
The nation's largest bond insurer, MBIA Insurance Corp.,
has asked the Allegheny Health Education and Research
Foundation to sell its entire network, including its
Western Pennsylvania hospitals, to avoid putting its
Philadelphia operations into bankruptcy.

MBIA, which insures $371 million worth of bonds for  
hospitals in AHERF's health system, including $71 million
for its Allegheny General flagship, also told the
foundation that it would be willing to provide  
interim financing until such a sale could be completed.

AHERF spokesman Tom Chakurda said the foundation was
unlikely to consider the recommendation.  "It's (President)
Tony Sanzo's firm belief that that is not in the best
interest of the community. Therefore it would be my
understanding that it would not be considered."

MBIA clearly has a self interest in promoting such a sale.
If AHERF defaults on the insured bonds, which represent the
lion's share of about $525 worth of bonded indebtedness
that the Philadelphia operations carry, MBIA is obliged
to reimburse bondholders for their losses. While the
insurer appears to have no standing to force such a sale as
an alternative to bankruptcy, its opinions are considered

AHERF turned  down a July 7 offer from MBIA and PNC Bank
Corp. to provide a $160 million credit line, because it
would have made the foundation's Western Pennsylvania  
operations responsible for the debt.(Pittsburgh Post
Gazette - 07/14/98)

In a Form 8K filed with the SEC, American Film Technologies
reported that on June 19, 1998, Ernst & Young, LLP resigned
as the company's independent auditors.

The report of E&Y for the fiscal years ended June 30, 1996
and June 30, 1997 included a "going concern" qualification
arising from the company's petition for reorganization
under Chapter 11 of the United States Bankruptcy Code filed
on  October 15, 1993, the approval of a Plan of
Reorganization by the bankruptcy court on October 6, 1995
and the Company's continuing need of additional funds  to
finance its ongoing operations. (States SEC; 07/13/98)

ANCHOR RESOLUTION: Noteholders, Committee and Debtor Settle
Evan Flaschen of Hebb & Gitlin
updates the Chapter 11 case of Anchor Resolution stating
that on April 9 of this year, Judge Walsh had awarded
judgment in favor of Anchor's senior secured noteholders
for the full $13,955,576 in "make-whole amount" (similar in
concept to a call premium or a prepayment premium) they
were seeking, which equates to close to 11% of the
principal amount of the noteholders' claims as of the date
of Anchor's bankruptcy filing.  Anchor and its creditors
committee filed a motion for reconsideration and have
indicated their intent to appeal.

The noteholders, the committee and Anchor have now agreed
to settle the litigation for $12,894,967, subject to
bankruptcy court approval.  This will resolve all
litigation between the parties, including Anchor's and the
committee's challenge to the noteholders' fully secured

On July 10, 1998, Connectivity Technologies Inc. filed a
Form 10-KSB, its Annual Report, with the SEC. The Company's
net sales for Fiscal 1997 increased to $41.7 million from
$20.3 million for Fiscal 1996 which is primarily due to the
effect of the acquisition of CPI in May 1996 as described
above. Net sales for Fiscal 1997 increased 16.4% to $41.7
million from $35.8 million for Pro Forma 1996. Net sales at
the BSCC division declined by 1.7% despite the fact that
the volume of copper pounds shipped increased by
approximately 10% during Fiscal 1997.

On July 11, 1997, CPI sold its distribution division which
operated under the name, Energy Electric Cable to Reel
Acquisition Corp., a wholly-owned subsidiary of Anicom,
Inc. The purchase price for the EEC division consisted of
approximately $27 million in cash after post-closing audit
adjustments and 190,476 shares of Anicom common stock, par
value $.01 per share, which was valued at $2 million for a
total purchase price of $29 million.

On May 31, 1996, the Company acquired for $7.99 million in
cash, 85% of the outstanding common stock of CPI.
Concurrent with the acquisition, CPI redeemed
shares of its common stock and incurred additional
indebtedness, including refinancing of its existing debt.

A full-text copy of the filing is available via the
Internet at:

DAEWOO: Can They Survive Where Others Fail?
Daewoo is about to offer the Lanos, Nubira, and Leganza to
American car purchasers.  Daewoo is the South Korean
company holding the interest of General Motors and some say
that GM may send money and technology Daewoo's way.

In the 1980s and '90s, GM and Daewoo had a partnership that
produced the Pontiac LeMans, an ugly little mini that gave
the automaker a high-mileage car when gas prices were
skittish.  Though that GM-Daewoo partnership dissolved, the
automakers signed a memorandum of understanding in February
to enter into a new business relationship.

Discussions are ongoing, and neither side will say what the
intended outcome is - Daewoo building cars for GM, if not
in Korea, maybe in Mexico, or Daewoo building cars for GM
for Third World markets or Daewoo building and supplying  
parts for GM.

Daewoo is preparing to make another attempt at selling its
cars in the United States, this time with its own
nameplate. In July, it is supposed to open dealerships in
14 U.S. markets. Daewoo has a novel idea: College students  
will be marketing reps, trying to persuade youth to go
South Korean.

Also unique is the way Daewoo intends to sell its cars. The
stores will be company-owned (not franchised) new-car
dealers peddling the hardware for the factory. (Distributed
by Knight Ridder/Tribune Information Services Dallas
Morning News - 07/12/98 )

ELDER BEERMAN: Files Registration Statement
In an amendment to Form S-1 filed with the SEC, Elder
Beerman Stores Corp. reports that 2,800,000 shares of
common stock, no par value are being offered by The Elder-
Beerman Stores Corp. The Common Shares offered
will be traded on the Nasdaq National Market under the
symbol "EBSC." On July 8, 1998, the sale price of the
Common Shares on the Nasdaq National Market was $25.875 per

A complete prospectus summary is available via the Internet

HARRAH'S JAZZ: Order Denies Trustee's Motion to Convert
The U.S. Trustee's Motion to convert the case of Harrah's
Jazz company and Harrah's Jazz Finance Corp. to a case
under Chapter 7 or alternatively to dismiss the case was
denied by Judge T.M. Brahney III on June 26, 1998.

LIBERTY HOUSE: Seeks Nod For Employee Retention Plan
Liberty House Inc. has asked the court to approve an
employee retention plan for about 170 key employees at an
estimated cost of just under $150,000 per month.

The Chapter 11 filing, the recruitment of employees by
competitors, and competition from the mainland for
technology savvy employees is contributing to an "unusual
level of attrition," the Hawaiian retailer told the court.
Liberty House's work force has declined from 4,511 to 3,407
since December 1997.

A hearing on the proposed retention and severance plan is
set for July 23. (The Daily Bankruptcy Review Copyright c
July 14, 1998 - ABI 14-July-98)

MARVEL ENTERTAINMENT: Judge Approves Reorganization Plan
A federal judge approved comic book publisher Marvel
Entertainment Group Inc.'s multimillion-dollar
reorganization plan, which calls for a merger with toy
maker Toy Biz Inc. and paves the way for Marvel to emerge
from bankruptcy protection.

U.S. District Judge Roderick McKelvie also rejected a rival
offer by financier Carl Icahn, his latest in a months-long
campaign to acquire Marvel, to buy most of the company's
assets for $534.7 million to $552.9 million.

McKelvie's ruling may herald the end of Marvel's complex
journey through bankruptcy, which began in December 1996
when Marvel's former chairman, financier Ronald Perelman,
filed for Chapter 11 protection for the company.

The order enables Marvel to distribute shares in the newly
formed company to Toy Biz shareholders and Marvel's secured

During a June 30-July 1 hearing, Toy Biz President Joseph
Ahearn told McKelvie that the new company, dubbed Newco,
intended to raise $90 million by selling preferred stock
and to make a debt offering for $200 million.

Toy Biz shareholders will own 41 percent of Newco stock,
preferred stockholders 19 percent and secured lenders 40
percent. The secured lenders, a group of banks led by Chase
Manhattan Bank with a $610 million secured claim,  
will also receive $230 million in cash.

Newco's business will have a value between $759 million and
$970 million and the company will have a market value of
$414 million to $625 million, according to testimony by
Warburg Dillon Read Executive Director Frank Savage.

In approving the plan, McKelvie rejected objections by the
Marvel equity committee led by Icahn, including the claim
that some of the banks had ties to Toy Biz. The group
became equity holders after foreclosing on Marvel shares  
that collaterized their more than $900 million face value
in bonds, forcing Perelman out.

McKelvie said a Chase executive, Susan Atkins, had
recommended the secured lenders not accept Icahn's offer
and he disagreed with the suggestion by Icahn's attorneys
that Toy Biz had inside information when it made its  

"The (reorganization) plan itself appears ... to be a
legitimate attempt to resolve what has been a complicated
bankruptcy proceeding. The plan proponents appear to be
interested in achieving an outcome that is beneficial
to the company as a whole," McKelvie said in his opinion.

McKelvie described as "speculative and immaterial" a charge
by unsecured creditors that they lost out when the
reorganization plan was amended for a third time in May. He
refused their request for a new vote on the plan by  
creditors. {Reuters:Financial-07/13/98)

MIDCOM COMMUNICATIONS: Judge Confirms Committee's Plan
The Unsecured Creditors' Committee of Midcom Communications
inc. reported that Bankruptcy Judge Walter Shapero entered
an order confirming the Creditors' Committee's
reorganization plan on July 10, 1998.

The plan provides for a complete liquidation of Midcom's
assets and a distribution of available proceeds to

On January 21, 1998, Midcom completed the sale of
substantially all of its assets to WinStar/Midcom
Acquisition Corp for $92 million.  The assets of AdVal,
Inc. were separately sold to DICOMM Ventures, Inc. for $6.6
million.  Pursuant to the terms of the sale to WinStar,
WinStar may be entitled to a purchase price adjustment of
$23.5 million.  Under the plan, the Creditors' Committee
will continue to supervise the liquidation of Midcom's
remaining assets, the resolution of claims and the
distribution of funds to Midcom's creditors.

The Creditors' Committee consists of IBJ Schroder Bank &
Trust Co., Worldcom Network Services; Sprint Communication
Company L.P., Comdisco, Inc., Paramount Group, Inc.,
Highmark International, Inc., Teleport Communications
Group, Inc., and Discom Corporation.

Lawrence K. Snider and Richard Ziegler of Mayer, Brown &
Platt (Chicago) are counsel to the Midcom Creditors'
Committee, Jonathan Green of Miller, Canfield, Paddock &
Stone in Detroit is local counsel.  Arthur Andersen is the
Committee's financial advisor. Jay Brandzel and Scott Peltz
of Altschuler, Melvoin and Glasser (Chicago) have been
retained by the Creditors' Committee as the Disbursing
Agent pursuant to the reorganization plan.

MONTGOMERY WARD: Corporate Tower Sale
Montgomery Ward & Co., Incorporated, 618 Corporation, 619
Corporation and The 535 Corporation, own the Debtors'
corporate office buildings.

The debtors have entered into a transaction with Ocean
Atlantic Development Corp. whereby OADC will pay
$110,000,000 to acquire the Property and the Debtors will
enter into a lease for the Corporate Tower at a rate of
approximately $5,000,000 per year.  

After tax-related adjustments, replacement of the Corporate
Tower roof, and the discharge of all mortgages on the
Property, the Debtors estimate that their estates will
realize $68,000,000 to $77,000,000 in cash proceeds from
this Transaction.

To flush-out any higher and better offers, the Debtors
request approval of Bidding Procedures requiring:

    (a) an "all cash" transaction;

    (b) a $3,000,000 deposit from any competing bidder;

    (c) a 60-day Study Period for completion of due

    (d) an Auction within 60 days after completion of the
Study Period;

    (e) a minimum $5,000,000 overbid and $1,000,000 bidding
increments at the Auction;

    (f) a $3,000,000 Break-Up Fee payable to OADC in the
event its Bid is topped by a competing offeror;
(Montgomery Ward Bankruptcy News 13-July-98)

MONTGOMERY WARD: Monitoring Stores for Potential Closings
The Debtors are continuing to monitor the performance of
the remaining Montgomery Ward stores to determine
whether any additional store closings will be necessary.  
In addition, the Debtors anticipate that their store
profitability evaluation process will lead to discussions
with landlords regarding lease amendments which will
greatly affect the Debtors' decision whether to assume or
reject individual leases.  

Given the number of unexpired leases, the complexity of the
Debtors' business, and the potential value of the leases to
Montgomery Ward's estate, the Debtors ask the Court for a
third extension of the deadline, pursuant to 11 U.S.C. Sec.
365(d)(4), within which to decide whether to assume, assume
and assign or reject their nonresidential real property

Offering to condition their request on:

    (a) remaining obligated to pay postpetition rent and
related obligations
        under the Leases through January 31, 1999; and

    (b) remaining obligated to stay open and operating in
the premises
        subject to the Leases through December 31, 1998,

the Debtors request that the Court extend the deadline
through and including February 26, 1999. (Montgomery Ward
Bankruptcy News 14-July-98)

MONTGOMERY WARD: Posts $70M Net Loss For May
Montgomery Ward & Co. posted a $70 million net loss on $344
million of sales for May (fiscal month ended June 6). The
retailer's operating loss for the month was $34 million.
Reorganization items totaled $38 million, including $26
million for store closing costs.  (The Daily Bankruptcy
Review Copyright c July 13, 1998- ABI 13-July-98)

NEXTWAVE: Creditors Meeting Set
The U.S. Bankruptcy Court for the Southern District of New
York has scheduled a meeting of creditors for NextWave PCS
on July 22, according to a newswire report.  NextWave filed
chapter 11 in June. NextWave is the third C-block PCS
bidder to file for bankruptcy protection.

PIE MUTUAL: State of Ohio Sues Former Employees for $1.3M
The state of Ohio has sued 12 former PIE Mutual Insurance
employees for $1.3 million they received in the year before
regulators shut down the medical malpractice insurer. The
lawsuits filed by Ohio Insurance Superintendent Harold
Duryee in Franklin County Common Pleas Court are part of
the state's efforts to raise money from the company to
cover claims. When the state closed PIE in March,
liabilities exceeded assets by at least $275 million.

PARAGON: Rivals Agree On Exclusivity Extension To August 21
Paragon Brands, Inc. and patent infringement adversaries
Kimberly-Clark Corp. and Procter & Gamble Co. agreed to an
extension of the company's exclusivity to Aug. 21.  
Settlement negotiations with the two creditors are ongoing
and the status of the talks will be assessed at an Aug. 21
hearing, during which the court will evaluate any request
for a further exclusivity extension. (Federal Filings Inc.

PEGASUS GOLD: Applies to Hire Special Counsel Graham & Dunn
Pegasus Gold Corporation and it s related entities are
seeking to retain and employ Graham & Dunn, P.C., as
special counsel, nunc pro tunc, as of January 16, 1998.

The debtors desire to retain and employ the Graham Firm as
special corporate and securities counsel in the Chapter 11
cases.  The Graham Firm has acted as such counsel for the
debtors since 1994 and has an acute awareness and
understanding of the applicants.  The Graham Firm has
represented the debtors for four years providing legal
services regarding U.S. securities law and general
corporate matters.  The Graham Firm proposes compensation
on an hourly basis ranging from $235 per hour for partners
to $80 per hour for paralegals.

PETRIE RETAIL: Seeks Nod For $160M G&G Sale To Pegasus
Petrie Retail seeking approval to sell its G&G Shops
Inc. unit to Pegasus Partners L.P., TGV Partners, and two
G&G executives for about $160 million.  Under the proposed
agreement, the group will pay $132 million in cash at
closing, less $7 million deposited to assure payment of
certain liabilities, and assume approximately $28 million
in G&G liabilities.  A sale hearing is set for July 27.
(Federal Filings Inc. 14-July-98)

PHILLIPS UNIVERSITY: Judge OKs Bond Plan For Phillips Trust
A federal bankruptcy judge gave Phillips University
permission to use any proceeds from a proposed
multimillion-dollar bond issue to meet its payroll and keep
its doors open.  School officials said the ruling is key to
the university's survival, although a private trust has yet
to secure bond financing. The judge must issue a final
ruling July 21.

The Gordon Allison Trust is attempting to orchestrate a $12
million to $20 million, 10-year bond issue for the Enid
university, school officials said.  The university wants to
use bond money to repay its $4.5 million to $5 million in
outstanding debts and fund university operations in the
foreseeable future.

The university, which listed assets of $23.6 million on its
Chapter 11 filing, would pledge its property as collateral
on the bond issue, Jones said.  Attorneys for debtors
raised no objections to Phillips' request to use the  
funds. However, Joel Harmon, an attorney for Sodexho
Marriott, a food service vendor owed about $550,000, sought
assurances the property wouldn't be tied up as collateral
if attempts to get the funding are unsuccessful.

Despite the possibility of facing closure, the university
has a four-year strategic plan to attract more students.
The school had about 600 students last year, Jones said.
The strategic plan calls for a 1,200 to 1,400 student body.
(Daily Oklahoman -07/02/98)

ROSS TECHNOLOGY: Results for the 1998 Fiscal Year
For the 1998 fiscal year, the Company reported a net loss
of $38.3 million, or $1.63 per share, on revenue of $42.1
million.  This compares to a net loss of $86.7 million, or
$3.71 per share, on revenue of $83.1 million for the 1997  
fiscal year.  The audit report issued by the Company's
independent accountants includes a statement to the effect
that there is substantial doubt about the Company's ability
to continue as a going concern.

As a result of the continuing and substantial deterioration
of the Company's financial position, on June 1, 1998, the
Company announced that it would commence an orderly
shutdown of its operations.  The decision was precipitated
by a continuing decrease in revenues from the Company's
sales of its 32-bit products.

On May 18, 1998, the Company was informed by the Nasdaq
National Market of the Company's failure to maintain
certain listing requirements failure to maintain a closing
bid price of greater than or equal to $1.00 per share and  
failure to maintain a market value of public float greater
than or equal to $5 million.  If the Company is unable to
demonstrate compliance with these two rules before August
13, 1998, the Company's securities will be delisted at the  
opening of business on August 17, 1998.  The Company does
not believe that it will be able to demonstrate compliance
with such rules by the August 13, 1998 deadline.  The
Company's Common stock would continue to trade on the over-
the-counter bulletin board market maintained by the Nasdaq
Stock Market.

SCHWEITZER MOUNTAIN RESORT: Judge to Rule This Week on Sale
Chief Bankruptcy Judge Jim D. Pappas (D. Idaho) said last
week that he is inclined to approve the terms of a sale
proposed by creditors in the Schweitzer Mountain Resort
bankruptcy case, and that he will make a formal decision
this week, The Spokesman Review reported.

The Sandpoint, Idaho, ski resort owes creditors millions,
and following Pappas decision, the proposed sale to Harbor
Properties Inc. would be voted on by creditors. Two family
owners of the resort have tried to stop the sale and
submitted their own plan, but their plan drew criticism
from creditors, the judge and U.S. Bank, which is owed $21
million. Brown's plan involves a "mystery" investor who
would pledge $30 million to pay the resort's debts. Judge
Pappas said in a hearing last week that asking creditors to
vote on a plan that promises their payment from an
unknown millionaire is bad financial planning. The
creditors' plan calls for the sale of the ski resort for
$18 million to a Seattle firm. (ABI 13-July-98)

STRAWBERRIES: Files Consensual Liquidating Plan
Following several months of "extensive" negotiations,
Strawberries proposed a joint liquidating plan of
reorganization with the support of the unsecured
creditors' committee, the unofficial committee of secured
vendors, and largest creditor Equitable Capital Private
Income & Equity Partnership.  The former record retailer,
now known as Milford Resolution Inc., filed the plan and
related disclosure statement on July 1.  A disclosure
statement hearing is set for Aug. 20. (Federal Filings Inc.

UOL PUBLICSHING: Announces Layoffs to Cut Expenses
UOL Publishing, McLean, Va., laid off 26 percent of its
staff on July 1, to reduce payroll expenses by $1 million
per quarter; this followed a 20 percent reduction in
the workforce in the first quarter, according to
Educational Marketer. UOL also announced that it raised
$5.2 million through a private placement of convertible
preferred stock. UOL reported a net loss of $16.1 million
on revenues of $10.1 million in 1997. The company recently
signed several agreements with academic institutions to
develop virtual campuses.

UNISON HEALTHCARE: Trustee Adds 2 Creditors to Joint Panel
The U.S. Trustee acting in Unison Healthcare Corp.'s
Chapter 11 proceedings has added two members, Laidlaw & Co.
and U.S. Bank National Association, to the joint
committee of unsecured creditors. The other committee
members are: indenture trustee IBJ Schroder Bank & Trust
Co.; Sundance Rehabilitation Corp.; Columbia Medical Center
of Sherman; Healthcare Services Group Inc.; RCS Subacute
Inc.; Freedom Medical (f/k/a Tri-Med Inc.); and Kinetic
Concepts Inc. (The Daily Bankruptcy Review Copyright c July
13, 1998- ABI 13-July-98)

V.O.C. ANALYTICAL: Judge Orders Chapter 11 Trustee
On June 29, 1998, Judge Paul G. Hyman Jr. ordered that the
United States Trustee is directed to immediately appoint a
Chapter 11, Trustee in the case of V.O. C. Analytical
Laboratories, Inc.


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

Bond pricing, appearing each Friday, is supplied by DLS     
Capital Partners, Dallas, Texas.

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

              * * *  End of Transmission  * * *