TCR_Public/980827.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 27, 1998, Vol. 2, No. 168
                  
                    Headlines

AL TECH: Seeks Extension of Exclusive Periods
APS HOLDINGS: Ace Auto To Purchase Certain Assets
ADVANCE DISPLAY TECHNOLOGIES: Executes Settlement Agreement
AMERICAN RICE: Olive Sale Pits Management Group Vs. Musco
ARAKIS ENERGY: Talisman Agrees To Acquire Arakis

BRUNO'S: Notice of Bar Date
CROOKED RIVER BREWING: Court Approves Reorganization Plan
CROWN BOOKS: Meeting of Creditors Set for September 18
FPA MEDICAL: Committee Objects to Notice Procedure
GREATE BAY: Announces Loss of $2.2 Million for Quarter

ITHACA INDUSTRIES: PricewaterhouseCoopers Named Accountant
LONG JOHN SILVER'S: Modified Retention Plan Is Approved
LONG JOHN SILVER'S: Posts $8.7M Loss For June
LONG TERM CREDIT BANK: Obuchi Withholds Bank Report
LYNX GOLF: Taps Special Patent and Trademark Counsel

MERCURY FINANCE: Court Orders Panel Disbanded
NAL FINANCIAL: Files Amended Disclosure Statement
OKURA & CO (America), INC: Summary of Case
PEACOCK FINANCIAL: Reports Offering of Securities
PETRIE RETAIL: Wins Nod For $160M G&G Unit Sale To Pegasus

REGENCY HOMES: Preliminary Acquisition Agreement
SMITH CORONA: Warrants Cancelled Pursuant to Plan
UNISON HEALTHCARE: Seeks Approval of Management Severance
Packages
WINTERSILKS INC: Committee Seeks To Hire Counsel

                    *********

AL TECH: Seeks Extension of Exclusive Periods
----------------------------------------------
The debtor, Al Tech Specialty Steel Corporation seeks a
court order extending the period during which the debtor
hall have the exclusive rights to (1) file a plan or plans
of reorganization to and including October 16, 1998, and
(2) to solicit acceptances of such plan(s) to and including
December 15, 1998.

The debtor has received letters of intent from several
potential purchasers.  AL Tech has recently signed a letter
of intent for the sale of a portion of its business and has
requested to proceed to seek court approval of a break-up
fee.  The debtor also continues to negotiate with other
parties for the sale of the remainder of its assets.

A short 45-day extension of the exclusivity period and the
solicitation period would allow the debtor and the
investors time to finalize the terms of the proposed sale
of all or a portion of the debtor's business, and to
formulate a "stand alone" plan, if necessary. The debtor
has received preliminary agreement from the Creditors'
Committee for this extension of the exclusive and
solicitation periods.


APS HOLDINGS: Ace Auto To Purchase Certain Assets
--------------------------------------------------                  
The Parts Source, Inc. d/b/a Ace Auto Parts announced it
has signed a definitive agreement with A.P.S. Holdings
Corporation of Houston, Texas, to purchase certain assets
of A.P.S.'s Ocala, Florida, Distribution Center. The
agreement is subject to that court's approval.

The acquisition marks Ace Auto Part's return to the
distribution business along with distributing to the
independent jobber customer. Combining A.P.S.'s Ocala
Distribution operation with the Company's store operations
is expected to bring revenues to between 55 and 60 million
dollars after eliminating inner Company sales.

The Company further announced it has secured a commitment
from its lending institution to raise the Company's credit
facility from $12 million to $19 million for the purchase
of the distribution center and working capital.

"This has been a long time in the making," said Thomas Cox,
Chief Executive Officer of Ace Auto Parts. "This will
enable the Company to improve its acquisition cost of
merchandise which should improve gross profit margins." Cox
added, "As previously announced, we have joined Auto Value
Associates to assist  us in negotiating with manufacturers
to buy product direct. This is the last big piece of the
puzzle, and with the Company's management team being  
experienced in the distribution business, we will stand
ready to provide distribution to not only our own stores,
but to the independent jobber segment of the market."

The Company anticipates receiving the necessary court
approval and closing on the acquisition prior to the end of
September.


ADVANCE DISPLAY TECHNOLOGIES: Executes Settlement Agreement
-----------------------------------------------------------
Advance Display Technologies, Inc. executed an agreement
effective August 10, 1998 and received $175,000 cash
pursuant to the settlement of certain litigation.  The
Company also recovered a minimum of 1,402,157 shares of its
previously outstanding Common Stock in the settlement.

ADTI, through its wholly owned subsidiary, Display Group,
LLC was involved in two matters of civil litigation, both
of which were resolved. In the first, Display commenced an
action against Corporate Partners, Inc., a Texas
corporation, and Jeffrey S. Robinson in Lubbock County,  
Texas seeking damages pursuant to a promissory note  
executed by CPI and guaranteed  by Robinson.  In a  
separate action, Display commenced suit against American
Consolidated  Growth Corporation,  a publicly traded
Colorado corporation,  in the District Court for Arapahoe
County, Colorado seeking return of ADTI Common Stock owned
by ACGC.  The Settlement Agreement is designed to terminate
both matters of pending litigation.

In connection with the Settlement Agreement, CPI and
Robinson paid the Company $175,000 cash and transferred and
assigned to the Company a minimum of 1,402,157 shares of
ADTI Common Stock.  Prior to the settlement, a portion of
this Common Stock was held by the registry of the court  
pending completion of trial on the merits of the case.  
CPI, Robinson and/or ACGC have also agreed to transfer any
additional ADTI Common Stock owned by any of them and which
is not transferred on the date of  closing.  The ADTI
Common Stock acquired in the settlement  will be returned
to the  authorized  but unissued stock of ADTI. The cash
received in settlement of the litigation will be used as
working capital.


AMERICAN RICE: Olive Sale Pits Management Group Vs. Musco
---------------------------------------------------------
American Rice won court approval to proceed with
the sale of its olive business on a dual track after the
management led group and Musco Olive Products Inc.
equalized their respective offers at an Aug. 20 auction.
The court gave the nod for ERLY Food Acquisition Corp.
(EFAC) and Musco to go ahead with their competing
offers, placing them in a "race to close." Each offer is up
from EFAC's $55 million stalking horse bid, however, the
purchase price is now tied to a set formula. (Federal
Filings Inc. 25-Aug-98)


ARAKIS ENERGY: Talisman Agrees To Acquire Arakis
------------------------------------------------
Talisman Energy Inc. and Arakis Energy Corporation
announced today that they have entered into an agreement
for the acquisition by Talisman of all of the outstanding
shares of Arakis. Through this transaction Talisman will
indirectly acquire State Petroleum Corporation,  
the wholly-owned subsidiary of Arakis which owns a 25%
interest in an oil exploration and development project in
Sudan. The acquisition will be implemented by way of a plan
of arrangement in respect of Arakis and has received
approval by the boards of directors of both Talisman and
Arakis.

Under the terms of the agreement, Arakis shareholders will
receive one Talisman share for every ten Arakis shares. Tax
roll-over treatment will not be available to Arakis
shareholders. The ratio represents an offer price of US  
$2.50 per Arakis share (a 114% premium) based on the 20-day
weighted average closing share prices to August 14
(Talisman - C$37.84; Arakis - US$1.17) and an  offer price
of US$2.20 per Arakis share (a 34% premium) based on the
closing prices on August 14 (Talisman - C$33.20; Arakis -
US$1.63). Talisman will issue 8.92 million common shares
based on 89.2 million Arakis shares outstanding. As
at June 30, 1998, Arakis had no outstanding debt and
US$45.6 million of cash.

The transaction is subject to a number of conditions,
including approval by the security holders of Arakis, court
approval and regulatory approvals, and is expected to be
completed by early October. Midland Walwyn Capital Inc. has  
delivered an opinion to the board of Arakis that the
consideration being offered under the arrangement is fair,
from a financial point of view, to the shareholders of
Arakis. Arakis' board intends to recommend that its  
shareholders vote in favour of the arrangement. Lundin Oil
AB, which holds approximately 9.6 million Arakis shares
(10.8%), has agreed with Talisman to vote its Arakis shares
in favour of the arrangement.

"This is a rare opportunity with spectacular potential,"
said Dr. Jim Buckee, President and CEO of Talisman. "I am
excited at the prospect of gaining an entry position in a
new hydrocarbon province."

"This is a great outcome for Arakis shareholders," said
Raymond Cej, President of Arakis Energy. "We are pleased
that Talisman will use its international experience, track
record and financial strength to help ensure this Project
is on production by late 1999."

The Project, of which Talisman will indirectly own 25% upon
completion of the arrangement, consists of a 12.2 million
acre concession area, proven reserves and new
infrastructure in central Sudan. As part of the arrangement
agreement, Arakis has agreed not to solicit or encourage
any competing acquisition proposals and has agreed to pay
Talisman a break fee of US$12 million in certain events.

Talisman and Arakis have also entered into a Credit
Agreement under which Talisman has agreed to loan up to
US$54 million to Arakis to fund State Petroleum's share of
the Project's capital requirements prior to completion of  
the arrangement. The loan will be convertible by Talisman
into Arakis common shares at a price of US$1.00 per share,
subject to a maximum number of shares equal to 20% of
Arakis' presently outstanding shares. Talisman's
security under the Credit Agreement includes substantially
all of Arakis' assets.

Talisman Energy Inc. is a Canadian-based, international
upstream oil and gas producer with operations in Canada,
the North Sea and Indonesia. The Company is also conducting
exploration in Algeria and Trinidad. Talisman's shares are  
listed on the Toronto, Montreal and Vancouver stock
exchanges in Canada and the New York Stock Exchange in the
United States under the symbol TLM.

Arakis Energy Corporation is a Canadian based,
international oil company with a 25% interest in a Sudan
concession through its participation in the Sudan  
Project Consortium. Arakis shares are listed for trading on
the NASDAQ exchange under the symbol AKSEF.


BRUNO'S: Notice of Bar Date
---------------------------
PWS Holding Corporation, Bruno's Inc. et. al., debtors,
filed a notice in The Wall Street Journal on Wednesday
August 26, 1998, that September 30, 1998 has been set by  
the court as the last date for filing proofs of claim
against the debtors.


CROOKED RIVER BREWING: Court Approves Reorganization Plan
---------------------------------------------------------
Crooked River Brewing Co. announced that the bankruptcy
court yesterday approved the Cleveland's microbrewer's
reorganization plan, according to The Plain Dealer. The
company announced in May it was filing for protection
because it lacked the capital to pursue aggressive growth
and it needed to settle its growing debt. Crooked River
President Mitch Frankel said the company has eliminated all
of its debt through the plan, which involves $400,000 to
buy the assets, including $265,000 for secured creditors,
$15,000 for property taxes and $120,000 for unsecured
creditors, who will receive about 10 to 15 cents on the
dollar. New investors are putting up $300,000
in working capital, but the 18 original investors, who
supplied more than $2 million, will receive nothing.
Frankel will remain president until the reorganization is
complete, then lead investor C. David Snyder, chairman of
Realogic Inc., will take over. (ABI 26-Aug-98)


CROWN BOOKS: Meeting of Creditors Set for September 18
------------------------------------------------------
Crown Books Corporation and its affiliated debtors filed a
Notice of Commencement of cases under Chapter 11, and
stated that a meeting of creditors is scheduled for
September 18, 1998 at 1:30 p.m. at the J. Caleb Boggs
Federal Building, 844 King Street, Room 2313, Wilmington,
Delaware 19801.

FPA MEDICAL: Committee Objects to Notice Procedure
----------------------------------------------------
The Official Committee of Unsecured Creditors of FPA
Medical Management Inc., et al. objects to the debtors'
motion for entry of an order establishing notice
procedures.

The debtors have requested that all papers filed in these
cases shall be served upon the debtors and their counsel,
the U.S. Trustee's office, counsel of the Official
Committee of Unsecured Creditors; counsel to BankBoston, NA
as administrative agent to the prepetition bank group and
DIP lenders, counsel to the Indenture Trustee and to the
Informal Committee of Bondholders and those parties added
to the list for good and sufficient cause.

Those parties wishing to be added to the list must apply,
and the debtors, at their sole discretion may or may not
add such party.

The Committee objects to the motion to the extent that the
debtors have the sole discretion to determine which
entities may be added to the General Service List. The
debtors are permitted twenty days to decide if an applicant
will be added to the list.  The Committee states that this
is a long time, and that the creditor may face a court
fight over whether it can be included in the notice list.

Although the debtors provide the safeguard of an official
copy service, the Committee complaints that there are time
and cost problems associated with obtaining the court
filings from such a service.

The Committee proposes that the debtors and the Committee
each have 5 days to determine if a party should be added to
the General Service List. If either the debtor or the
Committee says yes, then the party shall be added. If both
the debtor and the Committee say no, then the party shall
not be added to the list.


GREATE BAY: Announces Loss of $2.2 Million for Quarter
------------------------------------------------------
Greate Bay Casino Corp., Atlantic City, N.J., reported a
loss of $2.2 million for the second quarter, compared to a
net loss of $3.1 million in the same quarter a year ago,
according to a newswire report. The '98 results for the
first two quarters are primarily due to the suspension of
interest indebtedness following the January chapter 11
filing of its primary subsidiary, Greate Bay Hotel and
Casino Inc. (GBHC), which owns the Sandsr Hotel & Casino in
Atlantic City.

Greate Bay does not expect to be in control of GBHC after
the reorganization. The GBHC filing created a
default and acceleration of the company's $85 million worth
of senior notes; the company is currently negotiating to
restructure these notes with bondholders who control
more than 90 percent of the notes.

In July, GBHC filed an action in bankruptcy court against
Greate Bay and certain of its affiliates and directors,
seeking, among other things, to prevent Greate Bay from
using the lost net operating losses of GBHC. If Greate Bay
and its subsidiaries are precluded from filing a
consolidated federal income tax return for '97 and
subsequent years, certain subsidiaries may owe taxes for
'97 and '98 on a separate company basis. Yet, these
companies may not have the resources to meet such tax
liabilities. As a result of intercompany obligations,
Greate Bay might be forced to file for chapter 11
protection. (ABI 26-Aug-98)


ITHACA INDUSTRIES: PricewaterhouseCoopers Named Accountant
----------------------------------------------------------
On August 19, 1998, the Board of Directors of Ithaca
Industries, Inc. on the recommendation of the Company's
audit committee, approved the engagement of
PricewaterhouseCoopers L.L.P. as its principal independent
accountant to audit its financial statements and approved
the dismissal of KPMG Peat Marwick LLP ("KPMG") as its
independent accountant.


LONG JOHN SILVER'S: Modified Retention Plan Is Approved
-------------------------------------------------------
The court signed off on a pared-down version of Long John
Silver's Inc.'s key employee retention program that trims
the initially proposed maximum price tag of $18.4 million
to $12.8 million. The modified program still includes a
broad-based retention plan, the estimated cost of which is
$6.7 million, an information technology retention plan, and
revised severance agreements for a number of executives.

The court also approved the fast-foot seafood chain's
request to hire advertising buyer Western International
Media and embark on a $3 million a month advertising
campaign. (The Daily Bankruptcy Review and ABI 26-Aug-98)


LONG JOHN SILVER'S: Posts $8.7M Loss For June
---------------------------------------------
Long John Silver's Inc. posted a net loss of more than $8.7
million on revenues of $38.8 million for June (June 4
through July 1). The loss includes an asset impairment
charge of nearly $4.4 million and $2.5 million of
reorganization expenses. The fast-food chain's operating
income for the month totaled $282,000.  (The Daily
Bankruptcy Review and ABI 26-Aug-98)


LONG TERM CREDIT BANK: Obuchi Withholds Bank Report
---------------------------------------------------
Japanese Prime Minister Keizo Obuchi repeatedly told
parliament yesterday the government could not disclose the
results of Financial Supervisory Agency inspections of
banks because "it could cause market pandemonium".

Mr. Obuchi said this shortly after telling parliament the
six financial bills his government had presented had to be
passed as a matter "of greatest urgency".

A government financial system panel member yesterday said
the Long-Term Credit Bank of Japan had said it considered
2.82 trillion yen (about HK$151.67 billion), 15 per cent of
its 18.74 trillion yen loan portfolio, to be in  
trouble as of March. LTCB would not confirm or deny this.

Some analysts said if other recent bank failures were a
guide, the true figure could be more than four trillion
yen.

These numbers were leaked even as Mr Obuchi, speaking on
the first day of intensive debate about six financial
system reform laws before parliament, said  LTCB was
"operating normally" and "not bankrupt".  Mr Obuchi needed
to maintain the facade that LTCB was operating normally
because a government injection of capital into the bank
earlier this year would  have been illegal if LTCB had not
in fact been sound.

Adding to the surreal air in parliament, Finance Minister
Kiichi Miyazawa said: "Japan's level of financial
disclosure is up to United States Securities and Exchange
Commission standards.  "Japan's banks were probably in OK
shape," Mr Miyazawa said.

Later Mr Miyazawa told parliament LTCB had about 50
trillion yen in outstanding derivatives contracts, many
with overseas counterparts. He said if LTCB defaulted on
these, it would affect all Japanese financial institutions.
Both the finance minister and the prime minister reiterated
that they were not trying to use public money to save LTCB,
only to save the financial system.

"LTCB will not survive because it will be absorbed by
Sumitomo Trust & Banking," Mr Miyazawa said. "Only its
employees, its depositors and its customers would continue
on," he said.  (South China Morning Post - 08/26/98)


LYNX GOLF: Taps Special Patent and Trademark Counsel
----------------------------------------------------
Lynx Golf Inc., debtor, is applying for court authorization
to employ Leonard Tachner, a professional law corporation,
as special patent and trademark counsel.  For twleve years,
Tachner has represented Lynx with respect to protection of
its patents and trademarks both domestically and
internationally.  Lynx seeks to employ Tachner at his usual
hourly billing rate. Tachner has asked that lynx provide a
$25,000 payment to be used solely to pay certain third-
party expenses that Tachner has advanced or expects to
advance on behalf of Lynx from July 24, 1998 through 120
days thereafter.


MERCURY FINANCE: Court Orders Panel Disbanded
---------------------------------------------
In a move likely to delay Mercury's Chapter 11
case, the court last week ordered the U.S. Trustee to
disband the official committee of equity holders and
security purchaser claimants. While the trustee considers
whether to appoint one or more committees to replace the
disbanded panel, a number of parties are asking the court
to adjourn the Sept. 8 disclosure statement hearing. Four
shareholders, including one who served on the committee,
had pushed for the removal of the four securities fraud
claimants and three other committee members who own a
relatively small number of shares.

Alternatively, the group had urged the court to order the
trustee to disband the committee and appoint a new one.
(Federal Filings Inc. 25-Aug-98)


NAL FINANCIAL: Files Amended Disclosure Statement
---------------------------------------------------
NAL Financial Group Inc. and its affiliates and
subsidiaries that filed for bankruptcy under Chapter 11 of
the Bankruptcy Code have filed an Amended Disclosure
Statement for Debtors' Plan of Reorganization. As
previously reported, among other things, the Plan provides
that upon becoming effective:

Conseco, Inc. and Greenwich Capital Markets, Inc., shall
each contribute new value to the Company in the form of
cash and working capital lines of credit for a combined
total of approximately $6 Million;

Conseco will subordinate its unsecured claims against the
Company to the claims of the unsecured creditors;

Certain debt of the Company to Conseco will remain on the
Company's books and records;

The Company, and two of its subsidiaries, NAL Acceptance
Corporation ("NALA") and Autorics, Inc. will emerge from
bankruptcy, with the Company owning all of the stock of
NALA and NALA owning all of the stock of Autorics;

All of the existing common stock of the Company will be
extinguished and the Company will issue new shares of
common stock, designated as Class A and Class B;

Conseco will be issued 100% of the Class A stock and 80% of
the Class B stock; 20% of the Class B stock will be issued
to Greenwich;

The Company will continue to operate as a loan servicing
company in the non prime automobile finance industry; and

The unsecured creditors will receive $2.03 Million in cash
and a 25% residual interest in the securitization of the
Company's warehouse line with Greenwich.

The Amended Disclosure Statement was approved by the
Bankruptcy Court on August 10, 1998. The deadline for
filing objections to confirmation and for filing ballots
accepting or rejecting the Plan is September 14, 1998. The
confirmation hearing on the Plan is scheduled for September
22, 1998, at which time it is anticipated that the Plan
will be confirmed.


OKURA & CO (America), INC: Summary of Case
------------------------------------------
Debtor:  Okura & Co. (America), Inc.
         450 Lexington Avenue
         New York, New York 10017

Type of business: Trading - Import/Export

Court: Southern District of New York

Case No: 98B 46032    Filed: 08/21/98    Chapter: 11

Debtor's Counsel: Jay R. Indyke
                  Kronish, Lieb, Weiner & Hellman LLP
                  1114 Avenue of the Americas
                  New York, New York 10036-7798
                  (212) 479-6000
                  Bridgeport, CT 06605-0186
                  (203) 368-4234

Total Assets:              Approx. $171 million
Total Liabilities:         Approx. $216 million
                                                   No. of
                                         Amount    Holders
                                         ------    -------
Fixed, liquidated secured debt     $116,600,000         17
Contingent secured debt                      $0          0
Disputed secured debt                        $0          0
Unliquidated secured debt                    $0          0

Fixed, liquidated unsecured debt        $79,067,463    190    
Contingent unsecured debt                    $0          0
Disputed unsecured debt                      $0          0
Unliquidated unsecured debt                  $0          0

No. of shares of common stock            250,000         1  

20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
Yusuda Insurance Co.        Commercial Paper     15,000,000                     
Tomen America                     Trade debt      1,161,435
Parker Hannifin Corp.             Trade debt      1,088,773
Honeywell, Inc.                   Trade debt        996,726
Lucas Western                     Trade debt        949,323
Agrex                             Trade debt        902,296
Allied Signal Aeorspace           Trade debt        742,186
Hennigsen Foods                   Trade debt        671,530
Socieda Agriocola Santa T         Trade debt        524,362
Penaflor SA                       Trade debt        469,440
California Steel Indst.           Trade debt        371,115
Barthco Int'l                     Trade debt        321,545
Lockheed Martin Fairchild         Trade debt        231,008
Splice Sleeve N. America          Trade debt        207,699
Cytecfiberite                     Trade debt        169,813
ACX Trading                       Trade debt        151,577
Oregon Int'l Airfreight           Trade debt        128,199
Impol Aluminum                    Trade debt        125,558
E-System                         Trade debt         111,811
Sierra Designs                   Trade debt         105,327


PEACOCK FINANCIAL: Reports Offering of Securities
-------------------------------------------------
Peacock Financial Corp. reports to the SEC in a Form S-8,
Registration Statement that the company's securities are to
be offered pursuant to a plan entitled "Linzy Management,
Inc./Compensation Contract.
                                          
Linzy Management, Inc. is a consultant to the company, and
in such consulting capacity has entered into a written
compensation contract for services rendered to registrant.
Such written compensation contract is defined as an
"Employee Benefit Plan" pursuant to Rule 405 of "REGULATION
C-REGISTRATION" under the Securities Act of 1933.

The plan is not subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").

Securities to be offered:
(1)  600,000 shares of registrant's common stock
(2)  The Capital Stock to be issued are the common shares
of the registrant that are fully paid and non assessable,
with the same rights and privileges as all other common
stock shareholders of the registrant.

There are no restrictions on alienability of the securities
to be registered, nor is there any provision discriminating
against any existing or prospective holder of such
securities as a result of such security holder owning a
substantial amount of securities.

The plan is not subject to ERISA.  The shares of the
company's common stock to be issued to Linzy Management,
Inc. is compensation for services rendered to the company.


PETRIE RETAIL: Wins Nod For $160M G&G Unit Sale To Pegasus
----------------------------------------------------------
The court yesterday authorized Petrie Retail Inc. to sell
its G&G Shops Inc. unit to a group led by the father-son
team running G&G after no competing bids were submitted.

The apparel retailer is now seeking to close on the $160
million sale as soon as possible. Pegasus Partners L.P.,
TGV Partners, and G&G President Jay Galin and his
son, Chief Operating Officer Scott Galin, had agreed to buy
G&G for $132 million in cash and about $28 million of
assumed liabilities, subject to higher bids. (Federal
Filings Inc. 25-Aug-98)


REGENCY HOMES: Preliminary Acquisition Agreement
------------------------------------------------
Washington Homes, Inc., announced that it has entered into
a preliminary agreement to acquire and/or manage certain
assets of Regency Homes, Inc., a Maryland-based  
regional homebuilder that recently filed for protection
under federal bankruptcy laws.

The transaction as currently proposed would provide for
total consideration of $25.5 million payable to the trustee
of the bankruptcy estate that is being liquidated.

The assets to be acquired or managed include building lots,
unsold houses, construction-in-process and contract rights
at communities in Maryland and Virginia. Washington Homes
would finance the transaction under existing lending
arrangements.

The transaction is subject to bankruptcy court and other
approvals, conclusion of a definitive agreement and
completion of a due diligence investigation,  among other
things.

Washington Homes designs, builds, and markets single-family
detached homes and townhomes. It is a leading provider of
moderately priced, quality homes in Maryland, Virginia and
Pennsylvania; and under the Westminster Homes name in  
North Carolina and Tennessee.


SMITH CORONA: Warrants Cancelled Pursuant to Plan
-------------------------------------------------
The shares of common stock of Smith Corona formerly owned
by Millenium Chemicals were cancelled pursuant to
the Company's Third Amended Second Joint Plan of
Reorganization under Chapter 11 of the United States
Bankruptcy Code, and the Warrants were issued thereunder,
in the ratio of one Warrant for every twenty cancelled
shares of Old Common Stock.

Common Stock $0.01 par value per share.  Each Warrant is
exercisable to purchase one share of common stock, par
value $0.01 per share ("New Common Stock") of Smith Corona
Corporation, a Delaware corporation, at an exercise price
of $8.50 per share of New Common Stock, subject to
adjustment.

The Beneficial Owners owned 480,500 (incorrectly reported
as 489,500 in Form 4 filing dated 11/30/97) Warrants prior
to the 8/13/98 sale of 480,500 Warrants reported in this
Form 4.  After such sale, the Beneficial Owner owned no
Warrants.     


UNISON HEALTHCARE: Seeks Approval of Management Severance
Packages
---------------------------------------------------------
Unison Healthcare Corporation Inc., together with its
wholly owned operating subsidiaries is seeking approval of
management severance packages and related relief.

In order to induce senior and midlevel management employees
to remain in the debtors' employ and to continue to serve
the creditors' interests during the pendency of these
cases, the debtors seek the court's authorization to adopt
and implement severance benefit packages for their key
management personnel.


WINTERSILKS INC: Committee Seeks To Hire Counsel
------------------------------------------------
The Unsecured Creditors committee in the case of
Wintersilks, Inc. filed an application to approved the
appointment of counsel for the Committee. The Committee
seeks to retain LaFollette & Sinykin.

The U.S. Trustee appointed a creditors committee with five
members: World Color Press, Colby International, Ltd.,
Widen Enterprises, Inc., Hemisphere Marketing, Inc., and
Tammmy Hellenbrand, an individual creditor.

The firm will provide legal services to the Committee at
the firm's standard hourly rates.  The rates charged shall
not exceed the maximum rate charged by the counsel retained
by the debtor, which currently does not exceed $230 per
hour.

                    *********

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-
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.  ISSN 1520-9474.  
This material is copyrighted and any commercial use, resale
or publication in any form (including e-mail forwarding,
electronic re-mailing and photocopying) is strictly
prohibited without prior written permission of the
publishers.   

Information contained herein is obtained from sources
believed to be reliable, but is not guaranteed.  The TCR
subscription rate is $575 for six months delivered via e-
mail.  Additional e-mail subscriptions for members of the
same firm for the term of the initial subscription or
balance thereof are $25 each.  For subscription
information, contact Christopher Beard at 301/951-6400.  

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