TCR_Public/980831.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
      
   Monday, August 31, 1998, Vol. 2, No. 170
                  
                   Headlines

APS HOLDING: Announces Agreement With Bank Lending Group
ADVANCED GAMING: Announces Scott Chairman, Pres. and COO
AMERICAN RICE: Bondholder Panel Wins Examiner Bid
BOSTON CHICKEN: Files Quarterly Report
BRADLEES: Improved Second Quarter

BROTHERS GOURMET: Case Summary & 20 Largest Creditors
BUILDERS TRANSPORT: Settlement With NationsBanc Leasing
BYC CORP: Revenge Acquires Assets of BYC Corp.
CENDANT CORP: Board Votes to Terminate Shelton
CITYSCAPE FINANCIAL: Viability in Question

CONCORD ENERGY: Files Voluntary Petition Under Chapter 11
CONDERE CORP: Assets To Be Sold to Titan Tire
CROWN BOOKS: Committee Opposes Immediate Action on Leases
CROWN BOOKS: Committee Taps M.R. Weiser as Accountants
FOXMEYER: SAP Stock Falls Sharply

FRETTER INC: Dixons Seeking Another Exclusivity Extension
MCGINNIS MANAGEMENT: Three Hedge Funds File for Bankruptcy
MOBILEMEDIA: Reports Details of Merger
PINNACLE MICRO: Three Creditors Try To Force Bankruptcy
PROPSPERITY CRUISES: Plans To Operate During Bankruptcy

QUADRAX CORP: Seeks To Extend Exclusivity
REGENCY HOMES: Will the Deposits Be Honored?
RENAISSANCE COSMETICS: Expects to File Pre-packaged Chap 11
SA TELECOMMUNICATIONS: Seeks Time To Assume/Reject Leases
SILAS CREEK: Settlement Stays Conversion

                   *********

APS HOLDING: Announces Agreement With Bank Lending Group
--------------------------------------------------------
APS Holding Corporation announced today that it has reached
agreement with its Bank Lending Group, led by The Chase
Manhattan Bank as agent, regarding modifications to the
covenants associated with its post-petition DIP financing
agreement.  Among the covenant modifications agreed to is a
waiver of any violations of the Company's EBITDA covenant
through September 30, 1998.

APS Holding Corporation, which has been in Chapter 11
bankruptcy since February 2, 1998, has not been in
violation of any of its financial covenants through July
1998.  The Company had indicated in its fiscal 1998 10-K
and first quarter 1999 10-Q filings that without
modification it might violate financial covenants in the
second or third quarters of fiscal 1999, which end
July 25 and October 25, 1998, respectively.


ADVANCED GAMING: Announces Scott Chairman, Pres. and COO
--------------------------------------------------------
Advanced Gaming Technology Inc. (OTC BB:AGTI) Thursday
announced that Daniel H. Scott has been appointed  
chairman of the board, president and chief operating
officer of the company.

Scott replaces Thomas Nieman, who resigned to pursue other
opportunities.

Scott is a 15-year veteran of the gaming industry in Las
Vegas. He recently served two years as senior vice
president and chief financial officer for MGM  
Grand Hotel. He was also vice president and treasurer
during a 12-year tenure at Caesars Palace.

Scott's first priority will be to reorganize the company.
Advanced Gaming, effective Thursday, filed a petition for
reorganization in Las Vegas pursuant to Chapter 11 of the
U.S. Bankruptcy Code. The company has retained the
firm of  Levene, Neale, Bender and Rankin L.L.P. of Los
Angeles to represent the company  during the reorganization
process.

The company is currently burdened with a debt structure and
a shortage of working capital, which requires a formal
reorganization and a new plan of business.

The company incurred a loss in excess of $9 million in its
most recent fiscal year ended Dec. 31, 1997. The company's
accumulated loss since inception is $33 million. In this
regard, the company has already made significant cost  
reductions as part of its new reorganization strategy.

Advanced Gaming Technology designs and markets patented and
proprietary gaming systems including technologically
advanced electronic bingo systems. Its stock trades under
the symbol AGTI on the NASD electronic bulletin board.


AMERICAN RICE: Bondholder Panel Wins Examiner Bid
-------------------------------------------------
The court Tuesday granted a bondholder panel request to
appoint an examiner for American Rice Inc. to probe
"potential improprieties involving the Debtor, its present
and former management and directors, and its
professionals."  The examiner will be named soon but won't
take office until Sept. 20.  The ruling will not affect the
pending sale of the company's olive business for more than
$55 million, however, the examiner will look at a number of
alleged insider transactions, which may include the
proposed sale.(Federal Filings Inc. 27-Aug-98)


BOSTON CHICKEN: Files Quarterly Report
--------------------------------------
Boston Chicken, Inc. filed a 10-Q Quarterly Report with the
SEC for the quarterly period ending July 2, 1998.
A full-text copy of the filing is available via the
Internet at:

     http://www.sec.gov/Archives/edgar/data/0000927356-98-
001453.txt

The company reports a net loss for the two quarters ended
July 12, 1998 of $(437,050)

Based upon the decline in store cash flow of the Boston
Market system during 1998, unless the Company is able to
renegotiate its senior credit facilities, sell assets
and/or improve Boston Market store performance, the Company
may not generate sufficient liquidity to meet its financial
obligations in 1998.

Number of shares of Common Stock, $.01 par value per share,
outstanding as of August 17, 1998: 77,130,853.


BRADLEES: Improved Second Quarter
---------------------------------
Bradlees Inc., Braintree, Mass., reported yesterday that
its operating results for the second quarter ended August 1
are significantly improved and that its net loss has been
reduced, according to a newswire report. The net loss for
the quarter was $2.7 million, down from a $16.9 million net
loss for the same period last year. Chairman and CEO Peter
Thorner said that customer traffic counts increased 12.7
percent in July, which is the ninth consecutive monthly
gain. He said the company is poised to emerge from chapter
11 by the end of its fiscal year.


BROTHERS GOURMET: Case Summary & 20 Largest Creditors
--------------------------------------------------
Debtor:  Brothers Gourmet Coffees, Inc.
         2255 Glades Road, Suite 1002
         Boca Raton, Florida 33431
         
Type of business: Integrated Sourcer, Roaster, and
distributor of gourmet coffee products and supplier of
wholesale gourmet coffees.

Court: District of Delaware

Filed: 08/27/98    Chapter: 11

Debtor's Counsel: Thomas L. Ambro
                  Richards, Layton & Finger P.A.
                  One Rodney Square
                  P.O. Box 551
                  Wilmington, Delaware 19899
                  (302) 658-6541

Total Assets:              $29,500,000
Total Debts:               $41,000,000


No. of shares of preferred stock              0          
No. of shares of common stock :
    (a)12,324,890- Including 203,566 shares of treasury
stock
    (b) 839,332
           

20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
Dilmun Financial            Unsec. Financing    $15,000,000  
Ahold USA                   Customer Credits          1,046
Coex Coffee                 Trade Debt              884,253
Blaser & Wolthers           Trade Debt              736,418
Deschis USA                 Trade Debt              551,655
Carcafe SA                  Trade Debt              494,918
Shopper Food Warehouse      Customer Credits        203,504
King Soopers                Customer Credits        198,339
Agroindustrias              Trade Debt              174,365
Fred Meyers                 Customer Credits        154,732
Curro Cabinets              Trade Debt              146,771
Active Media Services       Trade Debt              137,801
Flavor & Fragrance          Trade Debt              127,989
C&S Wholesale Grocers       Customer Credits         94,204
Gollucke & Rolhfus          Trade Debt               92,965
Rowley Agency               Trade Debt               90,306
Winn Dixie, Tampa           Customer Credits         89,625
Metro Traffic Control       Trade debt               83,730
Beck Flavors                Trade Debt               78,992
AC Nielsen                  Trade Debt               64,959


BUILDERS TRANSPORT: Settlement With NationsBanc Leasing
------------------------------------------------------
The debtors, Builders Transport, Inc. and its affiliated
debtors, notify the court that under a certain Motor
Vehicle Lease Agreement, NationsBanc Leasing agreed to
lease to debtors 130 tractor trailer vehicles.

NationsBanc claimed a remaining outstanding balance of rent
due in the amount of approximately $1.96 million.  The
debtor filed counterclaims, but did not provide a specific
amount.

The parties and Schneider National, Inc., successor in
interest to Builders Transport have agreed that, without
making a determination regarding whether or not the appeals
and the counterclaims are subject to the order transferring
certain assets, of the debtor to Schneider, Debtor will
dismiss the appeal and the counterclaim against
NationsBanc.

The debtors determined that since the equipment subject to
the lease has already been sold, and was not necessary for
an effective reorganization, continuing to pursue the
litigation against NationsBanc would not be a prudent use
of its resources.  


BYC CORP: Revenge Acquires Assets of BYC Corp.
----------------------------------------------
Revenge Marine Inc. announced the signing of an option to
acquire all assets and assume certain liabilities of BYC
Corp., according to a newswire report. BYC acquired the
assets of the Black Yacht Corp. through a secured lending
relationship with an affiliate, pursuant to bankruptcy
court proceedings in October 1997. The acquisition is
for $5.5 million in cash, warrants to acquire equity and
other future considerations.  Revenge expects to exercise
its exclusive option by September 24. (ABI 28-Aug-98)


CENDANT CORP: Board Votes to Terminate Shelton
----------------------------------------------
After receipt of a report by the board's audit committee,
the board of Cendant Corp. voted to terminate E. Kirk
Shelton, which means that although Shelton has already
stepped down form his position, he won't receive the
severance pay that was negotiated before the accounting
fraud was discovered. Lawyers for Shelton said they will
vigourously contest the board's action.

The reports states that CUC officials deliberately inflated
revenue and decreased expenses to meet Wall Street
expectations.  The budgets showed false entries.  Walter
Forbes, founder of CUC stepped down as chairman of Cendant
in July, and now states that he knew nothing of the fraud.  
The board did not act on Forbes's severance package,
totaling $47.5 million in cash and stock options.

Cendant said it would delay filing its revised financial
results for the years 1995 to 1997 because the staff of the
SEC disagrees with its latest accounting methods.  At issue
is the handling of membership clubs' fees.
(The Wall Street Journal 28-Aug-98)


CITYSCAPE FINANCIAL: Viability in Question
-------------------------------------------
Cityscape Financial Corp. filed its recently quarterly
report, Securities and Exchange Commission form 10-Q, in
which it noted that the company is continuing to incur
substantial losses and that its ability to continue as a
viable entity remains a serious concern.

In the filing, Cityscape said, "The company's operations
for 1997 and the first six months of 1998 have consumed
substantial amounts of cash and have generated significant
net losses, which have reduced stockholders' equity to a  
deficit of $263.9 million at June 30, 1998."

It added, "The company is unable to access the capital
markets and has experienced difficulties in securing loan
warehouse or purchase facilities. The company's ability to
operate is dependent upon continued access to loan  
warehouse and loan purchase facilities."

In other words, Cityscape's stock is less than worthless
and the company has absolutely no liquidity and
maneuverability with which to try and climb out  
from under its debt.

The filing continued, "The company expects that its
difficulty in accessing capital, which has had a negative
impact on liquidity as well as profitability, will continue
for the foreseeable future. The profitability of the
company has been and will continue to be adversely
affected....There is substantial doubt about the company's
ability to continue as a going concern."

As a result of its ever-worsening financial condition,
Cityscape retained CIBC Oppenheimer Corp. and Jay Alix &
Associates to explore strategic alternatives for resolving
the company's problems and initiated a plan of
reorganization which should result in Cityscape filing for
bankruptcy under chapter 11 of the Bankruptcy Code at some
point after mid-September.

"Toward that end, during the second and third quarters of
1998, the company has engaged in negotiations, first with
holders of a substantial majority of the Notes, and second
with holders of a substantial majority of the Convertible
Debentures, on the terms of a plan of reorganization that
both groups would find acceptable," Cityscape said. "Those
negotiations resulted in agreements in principle with both
groups on the terms of the plan," the company added.

If the plan is ultimately approved by certain classes of
creditors and confirmed by a bankruptcy court, holders of
Notes will receive 90.5% of the new common stock of the
reorganized company plus $75 million of 10-year senior  
notes while holders Convertible Debentures will receive
9.5% of the new common stock plus warrants to purchase
additional common stock should the reorganized  company's
enterprise value reach $300 million, Preferred Stock
holders will receive warrants to purchase 10% of the new
common stock should the company's  enterprise value reach
$430 million, and Common Stock holders will receive
nothing.

Currently, Cityscape is soliciting approval of the plan
from the various note and stock holders.

"Immediately following the completion of the solicitation,
assuming the requisite acceptances by certain classes of
creditors are obtained, the company and (its subsidiary)
expect to commence cases under chapter 11 of
the  Bankruptcy Code," Cityscape said.

The company said that it expects the solicitation process
to take approximately one month.

However, "There can be no assurance that the company will
be in position to commence the chapter 11 proceedings as
expeditiously as contemplated, that requisite acceptances
of the (reorganization) plan will be obtained, that the  
terms of the plan will not change, that the bankruptcy
court...will confirm the plan within the anticipated time
frame or at all, or that the plan will be consummated even
if it is confirmed."

Cityscape added that even if the plan is implemented, "no
assurances can be given as to the effect of any such
success on the company's results of operations or financial
condition."(National Mortgage News-08/24/98)


CONCORD ENERGY: Files Voluntary Petition Under Chapter 11
---------------------------------------------------------
Concord Energy Incorporated (Nasdaq:  CODE) today announced
that it and its subsidiary Knight Equipment &  
Manufacturing Corporation ("KEMCO") have filed voluntary
petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code in Federal Bankruptcy Court in San Antonio,
Texas.

The Company said that it will continue to operate in the
normal course of business during the bankruptcy proceeding
and that it is pursuing alternatives for debtor-in-
possession ("DIP") financing.  KEMCO has reached an
agreement for interim DIP financing, subject to court
approval, and it is pursuing other alternatives which may
involve the sale of assets of KEMCO as well as other DIP  
financing.

Chairman and CEO Deral Knight said that the Board of
Directors reviewed strategic options and determined that a
restructuring of the Company in the context of a Chapter 11
reorganization afforded the Company the best opportunity to
return it to profitability and to provide a maximum
recovery for all parties in interest.

The Company is an integrated oil and gas service company
that also has interests in oil and gas properties.  The
Company's KEMCO subsidiary designs, re-engineers and
markets oil and gas processing equipment. Concord's IPS  
subsidiary markets a proprietary information software
system that automates and expedites the dissemination of
critical oil and gas production data.


CONDERE CORP: Assets To Be Sold to Titan Tire
---------------------------------------------
Titan International Inc. announced that Bankruptcy Judge
Edward Ellington, Jackson, Miss., rejected an objection by
the International Steelworkers to the sale of all assets of
Condere Corp., which owns Fidelity Tire, according to a
newswire report. This ruling clears the way for the sale of
Condere's assets, and Titan CEO Maurice Taylor Jr. said
that the company now can move ahead at maximum capacity and
should have an output of $100-$120 million in revenue.


CROWN BOOKS: Committee Opposes Immediate Action on Leases
---------------------------------------------------------
The Official Committee of Unsecured Creditors objects to
the motion of certain landlords to compel the debtor to
assume or reject unexpired leases of nonresidential real
property.

The Committee states that the landlords seek to compel the
debtors to assume or reject three particular leases on or
before September 14, 1998, a date which is "a mere 60 days"
from the Petition Date.  The Committee argues that the
debtors must have ample time to meaningfully assess the
value of their leases.  The Committee urges the Court to
grant the debtors the necessary time.


CROWN BOOKS: Committee Taps M.R. Weiser as Accountants
-----------------------------------------------------
The Official Committee of Unsecured Creditors for the
debtors, applies to the court for an order approving the
appointment of M.R. Weiser & Co. LLP as accountants and
financial advisors to the Official Committee of Unsecured
Creditors.

The Committee made a determination to retain the
accountants to perform certain accounting services,
including ascertaining the viability of the debtors, to
review and analyze the debtors' books and develop a set of
projections and feasibility, to prepare a liquidation
analysis and to review debtor's historical financial
information.

M.R. Weiser's billing rates range from $340 for a partner
to $90 for a paraprofessional.


FOXMEYER: SAP Stock Falls Sharply
---------------------------------
The stock of SAP AG fell sharply last Thursday, a day after
FoxMeyer Corp., a bankrupt drug distributor, filed a $500
million lawsuit against the German software company's U.S.
subsidiary.

SAP fell $5, or more than 8 percent, to $47.31 on the New
York Stock Exchange shortly after midday.

SAP vowed to fight the lawsuit, saying it was baseless.
In a statement released in Germany, the company said the
charges did not correspond to the facts of the case. "SAP
complied with all of its contractual obligations," it said.

In the lawsuit, the bankruptcy trustee for FoxMeyer alleges
"gross negligence" by SAP America "was a significant
factor" in the drug distributor's August 1996 collapse.
Yet analysts said the lawsuit would not have negative
consequences for the world's leading maker of so-called ERP
software.

The trustee, Bart Brown, also filed a lawsuit Wednesday
against Deloitte & Touche LLP, FoxMeyer's former accounting
firm, accusing it of agreeing to a damaging refinancing
plan.

In another $500 million case filed in July, Brown sued
Andersen Consulting, which installed the SAP software.
(Reuters: Financial - 08/27/98)


FRETTER INC: Dixons Seeking Another Exclusivity Extension
---------------------------------------------------------
Fretter's Dixons U.S. Holdings Inc. unit is seeking another
extension of its exclusive periods for filing a
reorganization plan and soliciting plan acceptances to Oct.
26 and Dec. 28, respectively.  "The Debtors request for an
extension of the Exclusive Periods is merely a reflection
of the fact that certain issues must be addressed
before a viable chapter 11 plan can be proposed and
confirmed."  The company said significant progress has been
made in the case. (Federal Filings Inc. 27-Aug-98)


MCGINNIS MANAGEMENT: Three Hedge Funds File for Bankruptcy
----------------------------------------------------------
Dana McGinnis has filed for bankruptcy protection after his
three hedge funds, McGinnis Management Partners'; Focus
Fund, Global Fund and Russia Value Fund, were asked by
Citicorp., the largest lender to the funds, to put up more
capital, according to The Wall Street Journal.

The San Antonio-based bond trader had about $200 million
invested for wealthy clients and was hit hard by the
Russian debt crisis. McGinnis, who said he had considerable
gains for investors in emerging markets, said that
he was upset he was forced into bankruptcy and that "Russia
didn't have to do this, and my lender didn't have to do
what it did." He did not identify the lender, but court
documents indicate that it is Citicorp. Several other funds
have also received margin calls; the forward foreign-
currency contracts that were supposed to protect these
funds are not expected to be honored by Russian banks.
McGinnis said that before Russia devalued its currency and
put a moratorium on payments on its ruble-denominated
government debt, his Russia fund was up 1 percent on the
year. The bankruptcy filing put a preliminary value on the
funds' obligations to Citicorp at more than $100 million.
Lesser amounts are owed to Credit Suisse First Boston
Corp.,Lehman Brothers and BankAmerica Corp. (ABI 28-Aug-98)


MOBILEMEDIA: Reports Details of Merger
--------------------------------------
Arch Communications Group, Inc. (Nasdaq:APGR) and
MobileMedia Corporation announced a definitive merger
agreement for Arch to acquire MobileMedia.

Under the terms of the merger agreement, Arch will acquire
MobileMedia for a combination of cash, the assumption of
certain liabilities, and the issuance of Arch common stock
and warrants to acquire Arch common stock. The transaction
will be implemented through a plan of reorganization that
MobileMedia will file with the U.S. Bankruptcy Court for
the District of Delaware.

The acquisition is expected to close during the first
quarter of 1999, subject to satisfaction of various closing
conditions, including (i) approval by Arch's shareholders;
(ii)confirmation of the plan of reorganization by a final
order of such Bankruptcy Court; (iii) approval by a final
order of the Federal Communications Commission
of the transfer of MobileMedia's FCC licenses to Arch; (iv)
approval (or expiration of waiting periods) under the Hart
Scott Rodino Act; and (v) various other conditions.

Terms of the transaction include:

o  Holders of MobileMedia's secured bank debt, which
aggregates $649 million in principal amount, will receive
100% of such principal amount in cash,comprised of a $479
million payment from Arch and $170 million in proceeds
expected to be distributed upon the closing of
MobileMedia's pending sale of its tower site assets to
Pinnacle Towers, Inc.

o  Arch intends to finance the $479 million cash payment
with $262 million in proceeds from additional bank debt and
an additional note offering and $217 million in cash from
the proceeds of the issuance of Arch common stock upon
the exercise of transferable rights to be issued by Arch to
MobileMedia's unsecured creditors. Assuming full exercise
of such rights, such unsecured creditors (or their
assignees) would be entitled to acquire for cash between
34.3% and 52.1% of Arch's common stock (depending upon the
market price of the Arch common stock during a designated
period based on a price collar which has a low of $6.25 per
share and a high of $10.63 per share), and warrants to
purchase another approximately 2.5% of the Arch common
stock.

o  Certain of MobileMedia's largest unsecured creditors
have agreed in connection with the transaction to act as
standby purchasers with respect to any shares of Arch
common stock and warrants not purchased upon the exercise
of such rights. As consideration for their backup
commitments, such creditors will receive warrants to
purchase another 2.5% of Arch's common stock.

o  In addition to the rights, MobileMedia's unsecured
creditors, whose claims aggregate approximately $480
million, will receive between 17.2% (if the rights entitle
them to purchase 52.1%) and 31.3% (if the rights entitle
them to purchase 34.3%) of Arch's common stock (depending
upon the market price of the Arch common stock during a
designated period).

o  Arch's existing shareholders (including its Series C
preferred shareholders)will also receive warrants in
connection with the transaction to purchase 7%
of Arch's common stock. All warrants will have an exercise
price of $8.19 per share.

o  Therefore, on a diluted basis, the existing Arch
shareholders (including the Series C preferred
shareholders) will hold, as of the effective date of the
transaction, between 30.7% and 34.4% of Arch's common
stock, while MobileMedia's unsecured creditors will hold
between 65.6% (if the existing Arch shareholders hold
34.4%) and 69.3% (if the existing Arch shareholders
hold 30.7%) of such stock.
                               
o  Arch will also pay the administrative expenses of
MobileMedia as of the effective date of the transaction
(with a reduction of the shares to be distributed to
MobileMedia's unsecured creditors if and to the extent that
such expenses exceed $34 million), and will repay expected
borrowings under MobileMedia's debtor in possession
borrowing facility.

o  MobileMedia's existing shareholders will not receive any
consideration under the merger or the plan of
reorganization, and their shares of MobileMedia
common stock will be canceled.


PINNACLE MICRO: Three Creditors Try To Force Bankruptcy
-------------------------------------------------------
Three creditors are trying to force Pinnacle Micro Inc.
into Chapter 7 bankruptcy.

The creditors filed an involuntary-bankruptcy petition last
week against the Irvine maker of optical-storage devices.
If a judge approves the petition after hearing Pinnacle's
objections in October, the company's assets will be sold.

The petition could pre-empt Pinnacle's attempt to settle
with creditors out of court. The company, which lost $61
million in the past two years, wants creditors to wait for
their money. Earlier this month, it formally asked them to
approve a plan to reorganize its debts. The plan calls for
Pinnacle to begin repaying creditors if it returns to
profitability. Pinnacle intends to contest the filing on
several grounds; if it is unsuccessful, it will exercise
its right to convert the filing to chapter 11. It then
would immediately submit its plan and disclosure statement,
which would be materially the same as the current out-of-
court plan. Per the plan, Pinnacle plans to pay unsecured
creditors 100 percent of valid claims; no fixed payments
would be required to be made to unsecured creditors, except
for a one percent annual distribution to them, and no
interest would accrue or be paid by Pinnacle on the amounts
owed. Claims of unsecured creditors would be subordinate to
the existing debt and any new senior debt defined by the
plan.

Once among Orange County's most promising high-tech firms,
Pinnacle has been losing money since 1995, when it tried to
expand from selling storage devices to manufacturing them.
Its key product, the 4.6-gigabyte Apex drive, was more  
than a year late.

Since 1995, its sales have fallen by more than half while
its annual losses have soared. Last year, Pinnacle lost $30
million on sales of $31 million. In the past 12 months, its
payroll has shriveled from 106 people to 26.

The three creditors who signed the involuntary-bankruptcy
petition former employee William Pat Price of Fountain
Valley and consultants Keiji Murayama of Tokyo and Clifton
R. Huxford of Beverly Hills said they're owed $216,000.

Pinnacle says in its proposed reorganization plan that it
owes Coast Business Credit $5.4 million and various trade
creditors $17.6 million. The company lists $7.6 million in
assets, mostly unsold inventory and customers' unpaid bills
and all of it pledged to Coast and to the trade creditors.
The assets probably would fetch $1.8 million in a
liquidation, the company estimated. Approximately 91
percent of the creditors who have voted on the plan favor
it. The final date for receipt of ballots is September 22.

Pinnacle is offering the trade creditors a share of its net
cash flow once it has some to share. Pinnacle says it is
bringing its losses under control and  predicts it could
raise $12 million for the trade creditors within four
years.(Orange County Register - 08/27/98 and ABI 28-Aug-98)


PROPSPERITY CRUISES: Plans To Operate During Bankruptcy
-------------------------------------------------------
Although the ship's owners have filed for bankruptcy in
federal court, citing mounting legal bills and other
factors, Vegas-N-Venice will continue to operate.
"We are open and we intend to stay open pending the outcome
of bankruptcy court," said Ben Sorman, spokesman for
Prosperity I Cruises, owner of the gaming ship. "We intend
to stay open. . . . We are getting our finances in order
and we're going to continue to operate."

Sorman spoke publicly for the first time Tuesday after his
company filed for Chapter 11 reorganization Friday in U.S.
Bankruptcy Court in Tampa.  At least a few companies owed
money by Prosperity I, including the Herald-Tribune, have
reported trouble collecting from the ship owner. But Sorman
said no payroll checks have bounced at Vegas-N-Venice, and
the ship would stay afloat financially.

In recent months, Prosperity I has been slowly sinking
beneath the weight of mounting attorneys' fees resulting
from legal battles with the city of Venice, the county,
then the state.  "It's just one court battle after
another," Sorman said. "It's been costly."

Other factors in Prosperity's financial distress, Sorman
said, include "bad press" from local media, including the
Herald-Tribune, and a crimp on operations caused by the
effects of this year's El Nino effect and resulting  
bad weather.

Most of the legal challenges have centered on accusations
that Vegas-N-Venice tears up the bottom of Hatchett Creek
with its hull and propellers, churning up silt in its wake
and violating water quality standards.

Both the county Department of Natural Resources and the
state Department of Environmental Protection have levied
such charges. Both cases are pending, and DEP officials say
it is gearing up to move ahead with its lawsuit, which was  
immediately put on hold after being filed in April.

Regarding the pending bankruptcy, ". . . in no way would
this affect our pending lawsuit. We still plan to move
forward as we normally would," said Ted Murray, a lead
investigator on the Vegas-N-Venice case in the agency's
Tampa office.

Murray said he and other members of the Tampa regional
office will meet with other DEP officials in Tallahassee
this week to discuss their strategy with the newly
rekindled lawsuit.(Sarasota Herald - 08/26/98)


QUADRAX CORP: Seeks To Extend Exclusivity
-----------------------------------------
Quadrax Corporation, debtor, seeks to extend the exclusive
period for the debtor to file a plan of reorganization by
90 days.  A hearing on the confirmation of the debtor's
plan is expected to occur on September 28, 1998.  The
debtor states that under the Bankruptcy Code, if a debtor
files a plan of reorganization within 120 days from the
commencement of the case, the Exclusive Period
automatically increases to 180 days. Quadrax Corporation filed
a plan within the 120-day period thereby extending the
Exclusive Period until August 26, 1998.

The debtor states that cause exists to extend the Exclusive
period as this case has been extremely complex and the
debtor has proceeded as diligently as possible to propose
the debtor's plan and to obtain the support of the
Creditors Committee for the debtor's plan.  


REGENCY HOMES: Will the Deposits Be Honored?
--------------------------------------------                  
Columbia-based Regency Homes Corp., which declared
bankruptcy last month and stranded hundreds of people who
paid deposits on new houses, has signed a deal to sell some
of its assets to another local builder for $25.5 million.

Landover-based Washington Homes Inc. said yesterday that it
will buy or manage Regency building lots, unsold and
uncompleted houses and contract rights in communities in
Maryland and Virginia.

A Washington Homes spokesman said the company would not
comment on whether it would honor commitments to build
homes for 200 persons who paid Regency $1.2 million in  
deposits.

The Maryland Insurance Administration has a $500,000 bond
from Regency to cover the home buyers' deposits but agency
officials did not know yesterday whether the agreement with
Washington Homes would affect those contracts.

One local real estate analyst said that Washington Homes
likely would offer credits to the would-be home owners.

The agreement between two of the region's largest home
builders faces approval by the trustee of the U.S.
Bankruptcy Court in the District of Maryland, which is
overseeing liquidation of Regency's assets. The company  
sought Chapter 7 bankruptcy protection from creditors July
30, which effectively ended Regency's operations.

Regency reported assets of more than $50 million and
liabilities of at least $53 million and was on the verge of
making a deal last month with Beazer Homes USA when the
Atlanta-based company canceled the negotiations.
(Washington Times; 08/27/98)


RENAISSANCE COSMETICS: Expects to File Pre-packaged Chap 11
-----------------------------------------------------------
Renaissance Cosmetics Inc., Stamford, Conn., announced that
it has reached an agreement in principle on terms of a
financial restructuring with holders of its senior notes
due 2004, according to a newswire report. The company
expects to implement its restructuring through a pre-
packaged chapter 11 filing but does not expect
its subsidiaries will be involved in such a filing. The
restructuring would convert $200 million of outstanding
notes and accrued an unpaid interest into virtually 100
percent of the common stock of Renaissance.

All of its outstanding preferred stock and accrued
dividends and outstanding common stock would be canceled,
and holders would receive warrants exercisable for shares
of common stock of the reorganized company in exchange.
Renaissance also announced it has retained Development
Specialists Inc. to assist it in further restructuring
efforts and operations. Renaissance Cosmetics is a holding
company whose direct and indirect subsidiaries manufacture
and market fragrances, cosmetics and artificial nails and
related products. (ABI 28-Aug-98)


SA TELECOMMUNICATIONS: Seeks Time To Assume/Reject Leases
---------------------------------------------------------
The debtors, SA Telecommunications, Inc. seeks to extend
the time within which the debtors must assume or reject
certain unexpired leases of nonresidential real property.

Substantially all of the assets of the business have been
sold and operational control of the business has been
assumed by the EqualNet Parties as of March 17, 1998.  In
conjunction with EqualNet Parties' assumption of control
and in anticipation of the closing, the debtors and the
EqualNet Parties have been conducting a comprehensive
review of the debtors' operations in an effort to determine
which, if any, of the debtors' various leases and contracts
are necessary to the buyer's operations after its
acquisition of the assets.  

Treatment of the remaining leases will be made on an
ongoing basis and the debtors will promptly make motions
regarding any particular leases as soon as a determination
is made.  The debtors are now seeing a short extension
until the Effective Date.


SILAS CREEK: Settlement Stays Conversion
----------------------------------------
The U.S. Trustee temporarily backed off his bid to convert
Silas Creek Retail's chapter 11 case to chapter 7 or
dismiss it altogether, pending approval of a recent
settlement. The defunct fabrics and crafts retailer and the
parties that bought the bulk of its assets have agreed to a
$2.3 million settlement of their post-closing adjustment
dispute. ABC Fabrics Inc. acquired substantially all of
Silas Creek's assets for about $39 million last November,
assigning certain rights to Hancock Fabrics Inc. for about
$22.5 million. Silas Creek intends to file a liquidating
plan of reorganization by the end of September.
(The Daily Bankruptcy Review and ABI 28-Aug-98)

                  *********

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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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Debra Brennan and Lexy Mueller, Editors.   

Copyright 1998.  All rights reserved.  ISSN 1520-9474.  
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