TCR_Public/980813.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
      
     Thursday, August 13, 1998, Vol. 2, No. 158
                    
                  Headlines

AHERF: Coventry Health Care Files Suit to Protect Coverage
AHERF: Seeks to Sell 8 Hospitals
AUTOINFO INC: Reports Second Quarter Results
BARRY'S JEWELERS: Seeks Authority To Assume Leases
CONSOLIDATED STAINLESS: Seeks Extension of Financing

DOEHLER-JARVIS: Seeks Approval of Greeneville's Sale
DOMINION BRIDGE: Begins Financial Restructuring
DOW CORNING: Term Sheet Remains Confidential
FPA MEDICAL: Receives $4 Million in Interim Funds
GREATE BAY: Trustee Objects to Exclusivity Extension

HARRAH'S JAZZ: Needs $25M More To Complete Casino
HOMEOWNERS MORTGAGE: Financial Advisor Approved
INTERNATIONAL META: Reply to Objection of IPIQ
LEVITZ FURNITURE: Posts $28M Net Loss For June
MANHATTAN BAGEL: Plans to Open First Weis In-Store Unit

MILFORD RESOLUTION: Hearing on Confirmation Of Plan
MOBILEMEDIA: Court Approves Sale to Pinnacle Towers
NETWORK ASSOCIATES: Announces Scheme of Arrangement
OXFORD HEALTH PLANS: Reports $508 Million Loss
RDM SPORTS: Trustee Has Nod For GE Suit Counsel

SWEPCO: Fifth Circuit Reinstates Reorganization Plan
SOUTHEAST BANKING: Investors to Receive
SYNCRONYS SOFTCORP: Secures Financing to Emerge
UNISON HEALTHCARE: Files Law Suit Against Complete Care
UNISON HEALTHCARE: Hearing On Appointment of Examiner Set

WHEREHOUSE ENTERTAINMENT: To Buy Blockbuster Music Chain
ZENITH: Advisor Sees $305M Value
ZENITH: Reports $31 Million Net Loss for Second Quarter

                 *********

AHERF: Coventry Health Care Files Suit to Protect Coverage
----------------------------------------------------------
Coventry Health Care Inc. and Health America Pennsylvania
Inc. (a subsidiary of Coventry) announced that they have
filed a lawsuit in Pennsylvania against Allegheny General
Hospital, Forbes Health System, Allegheny Valley Hospital
and Cannonsburg Hospital, which are subsidiaries of
Allegheny Health, Education and Research Foundation
(AHERF).

These subsidiaries were not included in AHERF's July 21
chapter 11 filing. In the lawsuit, the parties are seeking
a court order compelling the hospitals to fulfill their
contractual obligations to continue to provide health care
services to Health America's 290,000 members in western
Pennsylvania, and monetary damages of $108 million related
to AHERF's and its affiliates' failure to fulfill their
contractual obligations under the risk-sharing contract.
(ABI 11-Aug-98)


AHERF: Seeks to Sell 8 Hospitals
--------------------------------
The financially troubled parent foundation of the Allegheny
University Hospitals chain filed a motion in U.S.
Bankruptcy Court Friday seeking permission to sell eight
Philadelphia-area hospitals to Nashville-based Vanguard
Health Systems Inc.

"It is our hope that a sales date will be set for sometime
in September," said Philip Beard, an attorney for the
Allegheny Health, Education and Research Foundation.
The motion, which is scheduled to be presented to a judge
on Thursday, requests an approval hearing on Sept. 15.
The foundation previously had announced its intent to
accept a $460 million deal to sell the hospitals to
Vanguard.

According to Friday's filing, the foundation would have to
pay Vanguard $1 million if the sale is not completed by
Sept. 30, which would be refunded when the deal does close.
It also calls for Vanguard to pay another $80 million if  
the purchased hospitals exceed earnings expectations.

The filing also opens up the hospitals to other bidders as
long as they offer $7.5 million more than Vanguard with a
deposit of at least $1 million. One concern besides
Vanguard has expressed interest in buying the hospitals:  
Tenet Healthcare Corp., which owns and operates 123
hospitals in 18 states and is based in Santa Barbara,
Calif.

Should AHERF decide to sell to a competing buyer, it would
owe Vanguard a  "break-up fee"' equal to $2 million or 5%
of the difference in purchase price, whichever is greater.

Vanguard wants to buy the Bucks County, Elkins Park,
Hahnemann, Medical College, Graduate, City Avenue and
Parkview hospitals and St. Christopher's  
Hospital for Children. (Tennessean-08/09/98)


AUTOINFO INC: Reports Second Quarter Results
--------------------------------------------
AutoInfo, Inc. (OTC BB:AUTO) announced results of its
operations for the six months and quarter ended June 30,
1998.

For the six months ended June 30, 1998, the Company
reported revenues of approximately $6.3 million and a net
loss of $4,837,000 or $.61 per share.  For the three months
ended June 30, 1998, the Company reported revenues of
approximately $2.3 million and a net loss of $4,268,000 or
$ .53 per share These losses include a provision for credit
losses of $3,938,000 in both periods and net losses of
$1,035,000 and $699,000, respectively, on the sale of
automobile receivables. These losses reflect the Company's
activity in restructuring operations and the sale of
portfolio assets as well as the write down of remaining
portfolio assets as of June 30, 1998 to fair values.
At June 30, 1998, the Company had cash and short term
investments of approximately $3.3 million and expects to
receive tax refunds during 1998 aggregating approximately
$3.0 million.

Scott Zecher, President and Chief Executive Officer of
AutoInfo, stated, "During the second quarter, we continued
the implementation of our restructuring plan. The plan
includes, among several additional elements, the strategic
sale of certain portfolio assets. During the first six
months and in  July 1998, we successfully completed
transactions for the sale of approximately  $44 million of
automobile receivables. In addition, as previously
reported, in April 1998 we successfully retired $2 million
of subordinated debt resulting in  an extraordinary gain of
$1.7 million. We are continuing to strive to return the
Company to a solid financial base upon which to build
shareholder value."

During the second quarter, the Company's common stock was
delisted from the NASDAQ National Market System and moved
to the NASDAQ Small Cap Market based upon the Company's
failure to meet recently approved maintenance requirements.  
In July 1998, the Company's stock was delisted from the
NASDAQ Small Cap Market. Trading in the Company's common
stock is currently conducted on the OTC Bulletin Board of
the National Association of Securities Dealers, Inc. under  
the symbol AUTO.

AutoInfo, Inc. is a specialized consumer finance company
that services retail installment contracts from automobile
dealers selling new and used vehicles to non-prime
customers.


BARRY'S JEWELERS: Seeks Authority To Assume Leases
--------------------------------------------------
Barry's Jewelers, Inc., debtor, seeks authority to enter
into lease amendments and to assume certain nonresidential
real property leases located in River Valley Mall,
Lancaster, Ohio; San Jacinto Mall, Baytown, Texas; South
Square Mall, Durham, NC; Main Mall, Bozeman, Montana;  and
Sherwood Mall, Stockton, California.  A hearing will be
held on September 9, 1998.  The debtor states that the
lease locations are among the most profitable, and that
sound business reasons support approval of the debtor's
assumption of the leases.


CONSOLIDATED STAINLESS: Seeks Extension of Financing
------------------------------------------------------
Consolidated Stainless, Inc. is seeking  court authority
for a fourth extension of secured post-petition financing.
A final hearing on the motion is scheduled for Thursday,
September 3, 1998.  The Post-Petition Loan and Security
Agreement, dated December 12, 1997 is between the debtor
and Mellon Bank NA as lender.  As of the Petition Date, the
debtor was indebted to Mellon in the aggregate principal
amount of $17,850,860 plus interest.


DOEHLER-JARVIS: Seeks Approval of Greeneville's Sale
----------------------------------------------------
The debtors, Doehler-Jarvis, Inc. seek authorization and
approving Greeneville's proposed sale of substantially all
of the assets relating to Greenville's casting business to
Tennessee Aluminum Casting LLC pursuant to an asset
purchase agreement between Greeneville and TAC.  The
purchase price is $10,907,000 subject to certain
adjustments and prorations.  A Break-UP Fee of $150,000 is
proposed.  Greeneville will consider any initial overbid
that exceeds the purchase price by at least $250,000.
Additional overbids must be in increments of at least
$100,000.


DOMINION BRIDGE: Begins Financial Restructuring
-----------------------------------------------
Dominion Bridge Corporation (Dominion Bridge) (NASDAQ:
DBCO) today began its financial restructuring by filing  
notices of intent under the Bankruptcy and
Insolvency Act in Quebec Superior Court for itself and the
following subsidiaries:  Cedar  Group of Canada, Dominion
Bridge Inc., Davie Industries Inc., Steen  Contractors Ltd.
and Les Entrepreneurs Becker Inc.

The notices suspend the enforceability of all outstanding
claims as of August 11, 1998. Creditors must stay any
collection proceedings or security enforcement, if
applicable.  Under the Bankruptcy and Insolvency Act,
Dominion Bridge and its subsidiaries have 30 days, or until
September 10th at the  latest,  to submit a proposal to
their creditors.  The Act allows the Court to  extend the
deadline.

Meanwhile, Dominion Bridge and its subsidiaries are
carrying on business as usual.  All work carried out after
the date of the notices will be paid in full.

In particular, at Davie Industries, work is continuing on
the  Amethyst drilling platforms under construction for
Petrobras, the  Brazilian oil company.  This project is
subcontracted from American Eco Corporation, the  
Toronto-based fabrication and  maintenance conglomerate.   
As a result of this $234-million  project, Dominion Bridge
and its subsidiaries have over $300 million in backlog
which management hopes to use as the  cornerstone of the  
company's turnaround.

Dominion Bridge's financial partners fully support the
company's restructuring, including American Eco, who has
entered into an agreement to manage the significant
components of the company.

"Dominion Bridge has a healthy core business," said Derek
Tennant, appointed company president in late April.  "Its
expertise is world-renowned, particularly in the shipyard
and infrastructure construction industries.  For  
several weeks now, we have been  assessing various options
for financial restructuring and continue to do so.  Delays
beyond our control in the sale of our Australian subsidiary
McConnell Dowell left us with no other choice but
to seek the protection of the Court.  The company is
determined to find a solution that will protect the
interests of our clients while safeguarding
the  financial stakes of our employees,  suppliers, other
creditors, and shareholders as best we can."

Arthur Andersen Inc. has been appointed trustee for
Dominion Bridge Corporation, Dominion Bridge Inc., Steen
Contractors Ltd.  and Les Entrepreneurs Becker Inc., while
Gerald Robitaille et Associes Ltee will act as trustee for
Cedar Group of Canada and  Davie Industries Inc.

Founded in 1879, the Dominion Bridge group of companies
operates in international engineering and infrastructure
construction  markets. Its main subsidiaries are Dominion
Bridge Inc., Steen  Contractors Ltd., Becker  
Contractors Ltd., Industries Davie Inc.  and McConnell
Dowell Corporation of Australia.


DOW CORNING: Term Sheet Remains Confidential
--------------------------------------------
The confidentiality order that blankets the Dow Corning
term sheet, which includes details of its proposed
$3.2 billion settlement with tort claimants, will remain in
place pursuant to an agreement between the unsecured
creditors' committee and the former silicone implant maker.  
The parties agreed, however, that a transcript of the Aug.
6 hearing regarding the order would be made available.  The
transcript, which was not yet available, will provide
interested parties with the reasons for confidentiality,
among other things. (Federal Filings Inc. 11-Aug-98)


FPA MEDICAL: Receives $4 Million in Interim Funds
-------------------------------------------------
FPA Medical Management, Inc. (Nasdaq: FPAMQ) announced that
the Bankruptcy Court in Wilmington, Delaware approved  an
extension of the Company's interim debtor-in-possession
(DIP) financing and  increased the interim borrowing limit
to $38 million.  The hearing on the final DIP agreement,
under which $50 million in DIP financing will be provided
by a  group of the Company's prepetition lenders led by
BankBoston, N.A., has been  extended to August 18, 1998 in
order to provide the Official Committee of  Unsecured
Creditors additional time to review the loan documents and
financial materials.

On July 22, the Court approved $34 million of interim DIP
financing for immediate use by the Company to continue
operations, pay employees and purchase  goods and services
during its restructuring.

FPA Medical Management and its subsidiaries filed a term
sheet for a plan of reorganization along with petitions
under Chapter 11 of the Bankruptcy Code in  the U.S.
Bankruptcy Court for the District of Delaware in
Wilmington on July 19, 1998.  The Company is scheduled to
file a disclosure statement and full reorganization plan by
September 30, 1998, and a plan confirmation hearing has  
been scheduled for December 9, 1998.

As previously announced on August 5, 1998, the Company was
informed by Nasdaq that Nasdaq intended to commence the
delisting process for FPA's common stock based on the
Company's failure to comply with the criteria for continued  
listing on the Nasdaq National Market and its Chapter 11
filing on July 19, 1998.  The Company confirmed today that
Nasdaq has informed FPA that the Company's common stock is
scheduled to be delisted effective with the close of  
business on August 12, 1998.

FPA Medical Management, Inc. is a national physician
practice management organization that organizes and manages
primary care physician networks to contract with HMOs and
other prepaid insurance plans to provide physician and  
related health care services and provides contract
management support services to hospital emergency
departments.


GREATE BAY: Trustee Objects to Exclusivity Extension
----------------------------------------------------
State Street Bank and Trust Company, as Trustee for the
holders of the 10-7/8% First Mortgage Notes Due 2004
objects to the debtors' motion for an extension of the
debtors' exclusive periods of time within which to file a
plan of reorganization and solicit acceptances thereof.

The Trustee states that cause has not been shown by the
debtors in the motion for an extension of exclusivity for
the period requested.  The Trustee states that the debtors
should be more forthcoming about the status of the plan
process, and any ongoing negotiation, the outlines of
potential structures, what they intend, how they will
proceed and a projection of time required to finalize a
plan.


HARRAH'S JAZZ: Needs $25M More To Complete Casino
-------------------------------------------------
Harrah's Jazz Co. determined that an additional $25 million
would be needed to complete the upgrade of certain
facilities at its unfinished New Orleans casino.  The funds
will come from increases in the proposed credit facility
from $224 million to $236.5 million, the guaranteed portion
of the facility from $154 million to $166.5 million, and
the subordinated loan from lead partner Harrah's
Entertainment Inc. from $10 million to $22.5 million.  The
partnership will amend its confirmed reorganization plan to
reflect the increased budget needed to complete a redesign
of the casino's interior and an upgrade of its gaming
equipment to meet the "intense competition from the
Mississippi Gulf Coast facilities." (Federal Filings Inc.
11-Aug-98)


HOMEOWNERS MORTGAGE: Retention of Financial Advisor
Approved
---------------------------------------------------
Homeowners Mortgage & Equity, Inc. debtor, was granted
court authority to employ Pentalpha Capital LLC as
financial advisor to debtor by order dated July 28, 1998.


INTERNATIONAL META: Reply to Objection of IPIQ
----------------------------------------------
The debtor, International Meta Systems, Inc. replies to the
objection of IPIQ Corporation to the motion to require
appointment of an Official Committee of Equity Security
Holders filed on behalf of individual holders of
International Meta Systems, Inc. who are identified as
applicants in the motion to require appointment of an
Official Committee of Equity Security Holders.

According to the debtor, IPIQ objects to appointment of the
Committee based on the assumption that the debtor is
insolvent and contends that the primary consideration in
determining the need for the appointment of an equity
security holders' committee is the likelihood of solvency.

The debtor states that the circumstances in this case
dictate the need for an Equity Committee to assure adequate
representation of not only the applicants but all the
equity security holders.  The debtor has a considerable
number of shareholders.  Moreover, its shares are widely
held and publicly traded.  When the debt is widely held,
official committee representation is necessary to ensure
that the shareholders are adequately represented.

The debtors also argue that appointment of an Equity
Committee will not cause any delay in the case to result in
significant additional cost.  In this case, the appointment
would also not delay confirmation of a plan, as the debtor
is not ready to propose a plan.  The applicants state that
the shareholders of IMS need to be represented by a
separate official committee.  IPIQ must show that costs
associated with the committee outweigh the shareholders'
concern for adequate representation.  And the applicants
say that IPIQ has failed to do this.


LEVITZ FURNITURE: Posts $28M Net Loss For June
----------------------------------------------
Levitz Furniture Inc. posted a net loss of nearly $28.3
million for June, including a $21.1 million reorganization
charge for store closings.  The furniture retailer's net
sales for the month totaled more that $55.6 million.  For
May, Levitz posted a $4.3 million loss on sales of $67.6
million. (The Daily Bankruptcy Review and ABI 12-Aug-98)


MANHATTAN BAGEL: Plans to Open First Weis In-Store Unit
-------------------------------------------------------
Manhattan Bagel Company (Nasdaq:BGLSQ) announced it plans
to open the first Weis Markets (NYSE: WMK) in-store
Manhattan Bagel unit within a superstore now under
construction in Lancaster, Pa.  The Weis Markets superstore
is expected to open this fall at the Red Rose Commons
shopping center, located at the intersection of Route 30  
and Fruitville Pike.

The new 700-square-foot Manhattan Bagel unit will be
franchised by Lancaster-based Bird-In-Hand Corp.  Bird-in-
Hand principal John Smucker currently operates a Manhattan
Bagel franchise in Lancaster as well as other foodservice  
businesses.

"We are excited about our new partnership with Weis
Markets, and we look forward to expanding the
relationship," said Rocco Fiorentino, vice-president  
business development for Eatontown, N.J.-headquartered
Manhattan Bagel.  "Weis Markets and Manhattan Bagel are
currently exploring the possibility of additional sites in
Pennsylvania, as well as Maryland.  This store opening will
represent another important milestone in our partnership
with the supermarket industry."

With the opening, Weis Markets will join such other
supermarket companies as Clemens Markets, D&W Food Centers,
and Foodtown that already host in-store Manhattan Bagel
units.  All supermarket units are operated by Manhattan
Bagel franchisees or licensees.

Weis Markets, which is based in Sunbury, Pa., currently
operates 155 stores in six states, including 130 units in
Pennsylvania.

Manhattan Bagel, headquartered in Eatontown, N.J.,
currently franchises, licenses or operates over 310 stores
in 18 states and Washington, D.C.  The company also
operates manufacturing plants in Eatontown, N.J. and Los
Angeles.

On July 29, Manhattan Bagel announced that it had signed an
agreement to be acquired by New World Coffee & Bagels Inc.
(Nasdaq: NWCI).  It is expected that both chains will
retain their individual identities while consolidating
their corporate infrastructure.  The transaction, which is
subject to necessary bankruptcy court approvals, would
provide no value to Manhattan Bagel equity holders.  The
two companies are currently preparing a plan of
reorganization that would enable Manhattan Bagel to emerge
from Chapter 11 bankruptcy protection.  


MILFORD RESOLUTION: Hearing on Confirmation Of Plan
---------------------------------------------------
On August 20, 1998, the court will hear the motion of the
debtor, Milford Resolution Inc.(f/k/a Strawberries, inc.),
and Strawberries Holding, Inc., debtors, to schedule a
hearing on confirmation of the plan, establish deadline and
procedures for objections to confirmation of plan and
approve form of Ballots, Confirmation material, Voting
Deadline and Form and Manner of Notice.


MOBILEMEDIA: Court Approves Sale to Pinnacle Towers
---------------------------------------------------
On August 11, 1998, Pinnacle Towers Inc. announced that
U.S. Bankruptcy Court for the District of Delaware
overseeing the bankruptcy proceedings of MobileMedia
Corporation has approved the company's  purchase from
MobileMedia of 163 towers located in 18 states for
$170 million in cash pursuant to a July 7 agreement. The
transaction is currently scheduled to close later this
month.

MobileMedia will lease space on the towers on a
nonexclusive basis for its transmitters, antennas and other
equipment located on the towers for an initial
period of 15 years at an aggregate annual rental rate of
approximately $10.7 million. Also, the existing additional
tenants will continue to rent space on the towers at an
aggregate annual rental rate of approximately $2.1 million.

The company believes the transaction will provide it
several strategic advantages. The towers located in
Alabama, Florida, South Carolina and Texas should
strengthen its presence in key markets. In addition, the
location of a substantial number of towers in Kentucky and
North Carolina should provide a contiguous expansion of the
company's already substantial coverage area in the  
southeastern United States. The company also believes the
transaction will provide it an opportunity to assemble
clusters of towers in new high-growth markets in southern
California and New England.


NETWORK ASSOCIATES: Announces Scheme of Arrangement
---------------------------------------------------
Networks Associates, Inc. (Nasdaq: NETA) and Dr Solomon's
Group PLC (Nasdaq: SOLLY; Easdaq: SOLL) announce that at
the High Court hearing held earlier today, the Scheme of
Arrangement under which Network Associates is to acquire
the entire issued share capital of Dr Solomon's, was
sanctioned by the Court.

Accordingly, the Scheme is expected to become effective
later today upon registration of the Court Order
sanctioning the Scheme with the UK Registrar of  Companies.  
Upon the Scheme becoming effective, each Dr Solomon's
Ordinary  Share in issue at 10:00 p.m. (London time) on
August 11 will be cancelled and  an equal number of new Dr
Solomon's Ordinary Shares will be issued to Network  
Associates so that Dr Solomon's will become a wholly-owned
subsidiary of  Network Associates.  As consideration for
the Acquisition, Network Associates  will issue to the
holders of Dr Solomon's Ordinary Shares 0.27625 shares of
new  Network Associates Common Stock for each Dr Solomon's
Ordinary Share and to the  holders of Dr Solomon's ADSs
(each representing 3 Dr Solomon's Ordinary Shares)  0.82875
shares of new Network Associates Common Stock for each Dr
Solomon's  ADS.

Morgan Stanley and Co. Limited, which is regulated by The
Securities and Futures Authority Limited, is acting for
Network Associates in connection with the Acquisition and
no one else and will not be responsible to anyone other  
than Network Associates for providing the protections
afforded to customers of Morgan Stanley and Co. Limited,
nor for providing advice in relation to the Acquisition.

Goldman Sachs International, which is regulated by the
Securities and Futures Authority Limited, is acting for Dr
Solomon's in connection with the Acquisition and no one
else and will not be responsible to anyone other than Dr
Solomon's for providing the protections afforded to
customers of Goldman Sachs  International, nor for
providing advice in relation to the Acquisition.


OXFORD HEALTH PLANS: Reports $508 Million Loss
----------------------------------------------
Oxford Health Plans Inc. reported a second quarter pre-tax
loss of $508 million, citing charges related to a
restructuring and turnaround plan. The results compare with
a pre-tax loss of $577 million in the same period a year  
ago.  The loss amounted to $6.41 per share.

In the second quarter of 1997, the company reported net
income of $37.2 million, or 45 cents per share.  The 1998
quarter included a restructuring charge of $174 million and
a separate charge of $112 million in unusual charges mainly
linked to its turnaround plan. Second-quarter revenue rose
12 percent to $1.2 billion.

Standard & Poor's today placed its single-'B'- minus issuer
credit and senior debt ratings of Oxford Health Plans
Inc. on CreditWatch with negative implications.

Oxford expects to incur an additional $100 million in
operating losses for the remainder of the year. This
exceeded Standard & Poor's expectations of $175- $225
million of operating losses for the year (excluding an
estimated $25 million restructuring charge).

While Oxford reported a positive cash flow of  $30 million
for the second quarter, excluding the impact of one-time
items of  $115 million, adjusted cash flows for the first
half were a negative $85 million. Additionally, excess cash
balances that were expected to be $200 million at year-end,
may now be reduced to approximately $100 million because  
of some unexpected asset write-downs and greater than
expected operating loss  in 1998.

Furthermore, Oxford has negative total net worth of $121
million  (excluding redeemable preferred stock of $277
million) as of June 30, 1998.  Including the preferred
stock, Oxford has a positive total net worth of $156  
million. The medical loss ratio was 95% (excluding one-time
charges) for six months ended June 30, 1998, which was also
higher than expectations.


RDM SPORTS: Trustee Has Nod For GE Suit Counsel
-----------------------------------------------
RDM Sports Group Inc.'s Chapter 11 Trustee won court
approval to retain Ross & Hardies as special counsel to
handle litigation with General Electric Co.  Asserting that
RDM "should recover in the GE Litigation a substantial sum
in excess of the expense of litigation," Trustee William
Hays argued in a July 22 application that the retention
"will enhance the likelihood of a substantial recovery."  
Ross & Hardies has conducted significant discovery and
trial preparation in the GE litigation, which RDM (f/k/a
Roadmaster Corp.) brought in October 1995 in the U.S.
District Court in Chicago.  The suit alleges that RDM
incurred substantial losses and injury as a result of
defective motors GE sold to the company for use in its
treadmills. (The Daily Bankruptcy Review and ABI 12-Aug-98)


SWEPCO: Fifth Circuit Reinstates Reorganization Plan
----------------------------------------------------
The U.S. Fifth Circuit Court of Appeals rejected vote-
buying charges and reinstated a reorganization plan
proposed jointly by Southwestern Electric Power Company
(SWEPCO) and a group of seven electric cooperatives known
as the Committee of Certain Members in the Cajun Electric
Power Cooperative bankruptcy, according to a newswire
report. In a unanimous decision yesterday, a three-judge
panel overturned a U.S. District Court ruling that
disqualified the joint plan from competing in the chapter
11 reorganization plan process. The Fifth Circuit said the
District Court was in error when it reversed the bankruptcy
court, which originally had determined that $1 million in
assistance payments form SWEPCO to the Committee did not
constitute vote-buying and were completely legal. (ABI 12-
Aug-98)


SOUTHEAST BANKING: Investors to Receive
---------------------------------------
The bankruptcy trustee for Southeast Banking Corp. said
last week A hearing will be held at the end of August.

Beck said about $100 million of the cash will be
distributed from a combination of cash on hand in the
bankruptcy estate and money to be paid into the estate from
the Federal Deposit Insurance Corp. The payout also may
include  up to $15 million from a federal tax refund.

So far, about $201 million has been salvaged from the
wreckage of Southeast and paid out in three payments to
creditors and bond holders.

The latest payout still would leave about $80 million from
both the bankruptcy estate and the FDIC to pay disputed
claims, anticipated costs of administration and litigation,
and a fifth payout to creditors at a later date, Beck said.
(Florida Times-Union; 08/10/98)


SYNCRONYS SOFTCORP: Secures Financing to Emerge from
Chapter 11
----------------------------------
Syncronys Softcorp (OTC BB:SYCR), a leading developer of
utility software and exclusive publisher of the SFS,
SmartFiles Systems Technology, Tuesday announced that it
has secured financing to assist the reorganization of the
company's emergence from Chapter 11 bankruptcy.

The company further announced the resignation of Rainer
Poertner, chief executive officer and president, and Daniel
Taylor, chairman of the board and executive vice president
of marketing and secretary. Both previous officers  
will remain as consultants to management and the new board
of directors during the transition.

The company has appointed three new board members.
Management responsibilities will be assumed by Walter D.
Doyle and a professional team of associates while  
the reorganization is underway. Doyle has an extensive
background in management of both private and public
companies. He has been appointed Syncronys' chairman  of
the board and chief executive officer.

Doyle stated that he anticipated the transition and
reorganization of Syncronys would proceed smoothly given
the quality of the company's products and staff.  
He further stated that he believes the company will emerge
with a much stronger business foundation with an exciting
and diversified future.

The new management team will focus on: The release of the
company's current products in final stages of development.
The acquisition of other leading-edge software products to
broaden the company's current product line. The acquisition
of companies whose business is intricately involved in the
Internet and other services related to the company's core
products. Development of new revenue based upon a mix of
software product sales and Internet services. New and
alternative (i.e. electronic) distribution of its products,
which will enhance existing distribution channels.
Expansion of international product licensing and
distribution. Commitment to increasing shareholder value
with an emphasis on future earnings per share.


UNISON HEALTHCARE: Files Law Suit Against Complete Care
-------------------------------------------------------
Unison Healthcare Corporation, and related proceedings,
debtors, filed a complaint against complete Care Services
L.P., William Allen and Michael Little.

The complaint alleges that Allen resigned from his position
as Senior Vice President of Operations of Unison.

The debtors claim that in violation of his Employment
Agreement with Unison, Allen agreed not to solicit unison's
employees.  Once employed by Complete Care, the debtors
claim that Allen solicited Little to leave Unison. The
debtors also claim that Allen and Complete Care continued
an unlawful use and disclosure of Unison's trade secrets
and proprietary information, and that the defendants
continue to derive a benefit from Unison's property that
Unison devoted and expended considerable time, energy,
resources and personnel to develop, without compensating
Unison.

Unison is seeking a temporary restraining order and
preliminary injunction as well as pursuing a  breach of
contract action against Allen.


UNISON HEALTHCARE: Hearing On Appointment of Examiner Set
---------------------------------------------------------
On September 4, 1998, a hearing will be held to consider
BritWill Investments company, Ltd. and UNHC Real Estate
Holdings, Inc.'s Motion to Appoint an examiner.  The
parties requesting appointment of an examiner request that
an examiner investigate all intercompany transfers and
allocations' whether the debtors are commingling cash and
other assets; pre and post petition payments to
professionals; conflicts of interest between the estates
and the propriety of a certain Term Sheet entered into by
the debtors; and whether independent trustees should be
appointed for some of the estates.


WHEREHOUSE ENTERTAINMENT: To Buy Blockbuster Music Chain
--------------------------------------------------------
Wherehouse Entertainment agreed to buy the Blockbuster
Music chain from Viacom Inc. for $115 million.  Under the
deal, Torrance, Calif.-based Wherehouse, a 220-store chain
that recently emerged from bankruptcy, will buy 378
Blockbuster stores. The deal makes Wherehouse the second-
largest U.S. music retailer behind No. 1 Musicland  Stores
Corp., which is based in Minnesota.

Financial results at major music chains like Musicland,
Wherehouse and  Trans World Entertainment Corp. have
improved recently due to good demand for new music
releases, store closings, upgrading of existing stores and
less aggressive price competition.

"You've got the whole industry being restructured and now
on stable footing with the benefit of strong interest in
videos, new DVD products being rolled out and a strong year
for music releases," Thomas Tashjian at NationsBanc  
Montgomery Securities, said. "This combination gives
Wherehouse significant critical mass, but they'll have to
clean up the Blockbuster stores."  Blockbuster Music, which
had sales of about $590 million in 1997, is two years  
behind the store upgrades that stabilized the other chains.
The chain also never yielded the synergy with Viacom's
other businesses that Chairman Sumner Redstone had hoped
for, analysts said.

Viacom, which also owns the Blockbuster Video chain, the
MTV network and the Paramount Pictures studio, put together
the music chain in a series of deals in the late 1980s and
early 1990s but recently started trimming overhead and
stores to make the unit attractive for a sale.

The chain had shrunk from 425 stores as of Dec. 31 to about
393 stores at the end of the first quarter, when
Blockbuster Music reported an underlying loss of $2.5
million before interest, taxes, depreciation and other
items, and sales of about $133.3 million, according to
analysts.

"This acquisition offers us a great opportunity to build on
our recent success and gives us entry into several key
markets," Wherehouse Chief Executive Tony Alvarez said.


ZENITH: Advisor Sees $305M Value
--------------------------------
Zenith Electronic Corp.'s financial advisor, Peter J.
Solomon Co., presented an analysis to the board last month
showing a total going concern value for the company of $305
million.  The figure consists of an estimated enterprise
value (including debt) of $125 million and an estimated
value for Zenith's domestic vestigial sideband technology
of $180 million.  In connection with its proposed
restructuring, Zenith filed a registration statement
yesterday to exchange $40 million of new 6.25% senior
subordinated debentures due 2010 for $103.5 million
principal amount of outstanding 6.25% convertible
subordinated debentures due 2011. (Federal Filings Inc. 11-
Aug-98)


ZENITH: Reports $31 Million Net Loss for Second Quarter
-------------------------------------------------------
Zenith Electronics Corporation today reported a net loss
for the second quarter of 1998 of $31 million, or 46 cents  
per share, compared with a net loss of $49.3 million, or 74
cents per share, for the second quarter of 1997.

The company also said it is moving forward with its
comprehensive financial and operational restructuring plan
and has filed a preliminary registration statement relating
to the plan with the Securities and Exchange Commission  
(SEC).

For the first six months of 1998, Zenith reported a net
loss of $68.8 million, or $1.02 per share, compared with a
net loss of $74.5 million, or $1.12 per share in the first
half of 1997. First-half sales were $445 million in 1998
and  $521 million in 1997.

Zenith is planning to restructure its debt through
a prepackaged plan of reorganization. On Aug. 10, Zenith
filed with the SEC a registration statement on Form S-4,
which sets forth terms of the plan.
   
                  *********

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