TCR_Public/980901.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
   Tuesday, September 1, 1998, Vol. 2, No. 171

2CONNECT EXPRESS: To Sell Its Equity Interests
AHERF: Aid From Department of Health and Human Services
AHERF: Duquesne, AGH In Talks On Medical School
AHERF: Executives Received Cheap Loans
AMERICAN GAMING: Announces Joint Plan of Liquidation

BROTHERS GOURMET: Announces Bankruptcy Filing
BRUNO'S: Seeks OK To Amend DIP Pact To Permit Sales
CAI WIRELESS: Shareholders Object to Plan
CONCORD ENERGY: Seeks Bankruptcy Protection

COWTOWN SPEEDWAY: Operator Filed For Bankruptcy
DOW CORNING: Mediator Hopes For Plan Consensus By Monday
HAGERSTOWN FIBER: Ex-Partner Wins Bid For Case Dismissal
HOMEPLACE STORES: Employment Agreement with CEO

JIMMY'S TRAVEL: Clients Must File For Refunds at Bank
KIA MOTORS: Winner Remains Undecided
LIBERTY HOUSE: Net Loss of $8.9 Million Since Filing  
LYNX GOLF: Applies To Set Bar Date
MOBILEMEDIA CORP: Seeks Nod For $25M Arch Breakup Fee

MOLTEN METAL: Application for Appointment of Trustee
MONTGOMERY WARD: Seeks Exclusivity Extension
MUSTANG OIL & GAS: Disclosure Statement
NOXSO CORP: Court Approves Plan
OLYMPIA & YORK: Announces Filing Chapter 11 Petitions

OXFORD HEALTH PLANS: Payson Says Return To Health Year
PEGASUS GOLD: Disclosure Statement
PINNACLE BRANDS: Meeting of Creditors
STONE HEDGE PROPERTIES: Golf Resort Suffers Setback
SYNCRONYS SOFCORP: New Management/Interim Financing

TEKNON CORP: Founders file For Bankruptcy Protection
UNISON HEALTHCARE: Seeks Approval of Management Severance
WSR CORP: Seeks Approval of Discover Card Agreement

Meetings, Conferences and Seminars


2CONNECT EXPRESS: To Sell Its Equity Interests
2Connect Express Inc., Pompano Beach, Fla., announced an
agreement Friday in which Sterne, Agee & Leach Inc. will
acquire 100 percent of 2Connect's equity interests,
according to a newswire report. The brokerage will make a
$175,000 new value contribution to 2Connect's bankruptcy
estate, and all existing 2Connect stock will be canceled.
2Connect filed chapter 11 in January and closed most of its
stores. (ABI 31-Aug-98)

AHERF: Aid From Department of Health and Human Services
It still owes its creditors hundreds of millions of
dollars, but yesterday the bankrupt parent of Allegheny
General Hospital got a tiny bit of financial relief.

The U.S. Department of Health and Human Services has agreed
to pay the Allegheny Health Education and Re search
Foundation most of the $9 million it owed the ailing health
system in Medicare and Medicaid reimbursements. HHS had  
withheld payment on those reimbursements when AHERF
declared bankruptcy July  21.

However, under an agreement hammered out by HHS and AHERF,
the government will unfreeze 75 percent of the funds, while
retaining the right to freeze the rest after Nov. 21, when,
presumably, the troubled health system will be under  
new ownership. (Pittsburgh Post-Gazette; 08/28/98)

AHERF: Duquesne, AGH In Talks On Medical School
Duquesne University and Allegheny General say they've held
exploratory talks about forming a new medical school,
though both sides emphasized yesterday that the discussions
were very preliminary.

Duquesne, which has kicked around the idea of a medical
school with Allegheny General officials in the past, hopes
to  make a decision about whether to go forward by the end
of October.

Much may depend on what happens Sept. 29, when the eight
Philadelphia-area hospitals included in the Chapter 11
bankruptcy filing of the Allegheny Health Education and
Research Foundation are slated to be auctioned off in
U.S. Bankruptcy Court to help pay down more than $1.3
billion of debt.

At least two potential buyers say they are committed to
preserving the teaching and research functions of AHERF's
Philadelphia-based academic subsidiary, Allegheny
University of the Health Sciences, and its two teaching  
hospitals, Hahnemann and MCP. But it remains to be seen if
that pledge will hold up after the bidding war is over and
the teaching hospitals are sold. (Pittsburgh Post-Gazette;

AHERF: Executives Received Cheap Loans
The bankrupt parent of Allegheny General Hospital yesterday
disclosed that $8 million in below-market loans were made
available to ousted President Sherif Abdelhak, former
Chief Financial Officer David McConnell and four other top-
ranking managers - even as the health-care giant was
running out of money.

The loans were part of a new incentive-and-savings program
approved in March and designed to mimic stock-incentive
plans received by their compatriots in  the for-profit

The so-called key employee stock options plan, or KESOP,
involved investing deferred savings of the six executives
in a pool of stocks that were purchased at a 25 percent

Separately, the executives also were allowed to participate
in a loan program that let them get low corporate loan
rates on individual loans.

When Abdelhak and McConnell were ousted in late spring, PNC
Bank, the lender, sought repayment of their loans, which
totaled $2.24 million before taxes to Abdelhak and $806,000
before taxes to McConnell.

Instead, AHERF's compensation committee, which initially
signed off on the loans, decided to pay back the entire $8
million.  Now, with creditors owed at least $1.3 billion
and clamoring for every dime they can find, AHERF is saying
that was a mistake and it wants the money back from its

And it's citing federal bankruptcy laws that would allow it
to seek to  recapture preferential payments within 90 days
of a bankruptcy filing. Payments are considered
preferential if they benefit as single creditor.

In addition to the $8 million from PNC, AHERF also is
seeking several hundred thousand dollars from Abdelhak and
two other executives who received benefits not  due them.
(Pittsburgh Post-Gazette; 08/28/98)

AMERICAN GAMING: Announces Joint Plan of Liquidation
American Gaming & Entertainment Ltd., hereinafter referred
to as "debtor," reports to the SEC that on August 21, 1998,
AMGAM Associates ("AMGAM"), American Gaming and Resorts of
Mississippi, Inc. ("AGRM"), each a wholly-owned subsidiary
of the debtor, the Official Committee of Unsecured
Creditors of AMGAM Associates, the Official Committee of
Unsecured Creditors of American Gaming and Resorts of
Mississippi, Inc. and the debtor filed a joint plan of
liquidation for AMGAM and AGRM in the United States
Bankruptcy Court for the Southern District of Mississippi.

The Plan incorporates a settlement agreement agreed
to by the debtor, AMGAM, AGRM, Shamrock Holdings Group,
Inc. (Shamrock), the AMGAM Committee and the AGRM
Committee. Pursuant to the Plan, the debtor would transfer
to a creditors trust for the holders of allowed claims in
the bankruptcy proceedings of AMGAM and AGRM (excluding the
debtor and Shamrock) an undivided 25% ownership interest in
the Gold Coast Casino barge and related leasehold
improvements (the "Gold Coast Barge") and an agreement (as
agreed to be amended, the "Charter Agreement"), with
President Mississippi Charter Corporation ("PMCC") whereby
PMCC is leasing the Gold Coast Barge from the Registrant,
which assets will be held by a trustee (the "Mississippi

The Mississippi Trustee would receive and disburse in
accordance with the terms of the Plan all payments (a)
received from PMCC under the Charter Agreement, including
past due arrearages, (the "PMCC Payments") and
(b) with respect to the acquisition by PMCC from AMGAM of
substantially all of the furniture, fixtures and equipment,
including certain slot machines, formerly used in the
operation of the Gold Shore Casino (the "FF&E Payments").

Pursuant to the Plan, each administrative and priority
claim, as defined in the U.S. Bankruptcy Code, incurred in
connection with the bankruptcy proceedings of AMGAM and
AGRM would be paid in full from the respective estates of
AMGAM and AGRM in accordance with statutory
priorities pursuant to the Code.

Pursuant to the Plan, each secured claim (excluding a first
preferred ship mortgage held by Shamrock on the Gold Coast
Barge) would be either paid in full from the sale of the
related collateral or satisfied in full by abandoning the
collateral to the secured creditor.

Pursuant to the Plan, each unsecured claim, excluding any
claims of the debtor and Shamrock, would be paid from the
assets of the respective estates of AMGAM and AGRM,
including (a) the funds remaining in an escrow account for
the benefit of the creditors of AMGAM and AGRM, (b) all
FF&E Payments made since October 1, 1995, (c) an arrearage
settlement payment of approximately $381,000 from PMCC, (d)
a monthly payment of approximately $54,000 from the PMCC
Payments (which total approximately $215,000 per month),
retroactive to December 1, 1997 and through April 15, 2000,
(e) 25% of the net proceeds of a sale of the Gold Coast
Barge, if any, and (f) a payment of $82,000, to be paid
equally by the debtor and Shamrock. Most Third Party Claims
would be paid on a pro rata basis, however, certain Third
Party Claims would only be paid after all other Third Party
Claims are paid.

Pursuant to the Plan, the debtor and Shamrock's unsecured
claims and the Ship Mortgage (in the collective claimed
amount of $33,000,000) would be paid from (a) an arrearage
settlement payment of approximately $1,144,000 from PMCC,
(b) a monthly payment of approximately $161,000
from the PMCC Payments, retroactive to December 1, 1997 and
through April 15, 2000, and (c) 75% of the net proceeds of
a sale of the Gold Coast Barge, if any. As previously
disclosed, the Registrant has entered into an agreement
with Shamrock pursuant to which Shamrock will receive
(a) 60% of any PMCC Payments, including the collective
arrearage settlement payments from PMCC, and (b) 67.5% of
any net proceeds from the sale of the Gold Coast Barge, if
any, which amounts, collectively, will reduce the debtor's
indebtedness to Shamrock.

Pursuant to the Plan, all equity interests in AMGAM and
AGRM would be canceled as of the effective date of the

The amounts to be paid to creditors would be subject to the
claim allowance process in the AMGAM and AGRM bankruptcies,
pursuant to which all allowed claim amounts, in the order
set forth above, would be fixed for purposes of
distributions under the Plan.

There can be no assurance that that the creditors in the
AMGAM and AGRM bankruptcy proceedings will approve the Plan
in accordance with the provisions of the Code or that the
Plan will thereafter be confirmed by the Bankruptcy Court.

BROTHERS GOURMET: Announces Bankruptcy Filing
Brothers Gourmet Coffees, Inc.  (Nasdaq: BEAN), one of the
leading wholesale distributors of gourmet coffee  
products in the United States, announced today that on
Thursday, August 27, 1998, it and its three subsidiaries,
Brothers Coffee Bars, Inc., Brothers Retail Corp. and
Maryland Club Foods, Inc., filed voluntary petitions for  
relief under Chapter 11 of the Federal Bankruptcy Code in
the United States Bankruptcy Court for the District of
Delaware.  The cases are being jointly administered.

Under Chapter 11, the Company will continue to operate its
business in the ordinary course under the protection of the
bankruptcy court while seeking to  work out a plan of
reorganization to provide for the payment of its
creditors.  Goldman Sachs Credit Partners, L.P., the
Company's senior secured lender, has agreed to provide
approximately $18 million of debtor-in-possession financing  
to the Company, consisting of $3.425 million of new
revolving credit to fund  the Company's ongoing operations
and approximately $14.6 million of new term loan debt to
repay in full Goldman's prepetition debt.

In its Quarterly Report on Form 10-Q for the fiscal quarter
ended June 26,1998, the Company stated that it was involved
in ongoing negotiations with Goldman and Dilmun Financial
Services to restructure its institutional debt
and  further stated that, if such negotiations were not
successful, it would be forced to consider other
alternatives, including filing a petition under  
Chapter 11.

Mr. Breen, the President and Chief Executive Officer of the
Company, stated, "The Board of Directors believes that
reorganizing the Company under Chapter 11  is the best way
to maximize the value of the Company. Subject to
bankruptcy court approval, the Company has retained
PriceWaterhouseCoopers LLP in the role of financial
advisor to assist the Company in connection with the
formulation  of a plan of reorganization which
may include the restructuring of existing  liabilities, a
sale of all or substantially all of the Company's assets or
a  sale to, or merger of the Company with, a strategic
partner or investors."

Brothers Gourmet Coffees, Inc., is an integrated sourcer,
roaster and wholesaler of high-quality gourmet coffee
products.  The Company distributes its products principally
through grocery stores, supermarkets, mass merchandisers,
drug stores, military commissaries, warehouse stores and
specialty stores.

Brothers Gourmet Coffees' stock was delisted from the
Nasdaq market Friday because the company had failed to meet
minimum trading requirements, the company said.

The delisting came after the company had asked Nasdaq
officials to suspend trading in the stock Friday morning.

At the suspension of trading, the company's stock (BEAN)
was frozen at less than 13 cents a share, its lowest price
ever.  Company officials said Friday night that they did
not know yet on what market the stock would resume trading,
or when.   The coffee roaster and distributor said it asked
Nasdaq to halt trading at 8:37 a.m. to let traders and
investors digest the news of the bankruptcy  

Now $41 million in debt, Brothers said that it has no plans
to discontinue doing business.

Barry Bilmes, vice president of finance and administration
said Brothers will have a reorganization plan ready within
60 days and the plan will be executed within six months.
One of Brothers' options, Bilmes said, is to try to sell
the company.

This month, Nasdaq officials had notified the company that
it faced being delisted because the company had failed to
meet Nasdaq's minimum $4 million requirement for net
tangible assets. Brothers' net tangible asset figure stands
at a negative $9.5 million.  Brothers' stock value also had  
fallen below Nasdaq's  minimum trading requirement of $1 a

The company said it has received $3.4 million in new credit
from Goldman Sachs Credit Partners to finance ongoing

Since going public, the company has lost money every year
except one.

In 1995, Brothers sold off more than 200 Gloria Jean's
cafes that were based in shopping malls and sold coffee,
grinders, percolators and serving sets. This summer
Brothers finished selling off the last of its 28 Brothers
coffee bars. (Palm Beach Post - 08/29/98)

BRUNO'S: Seeks OK To Amend DIP Pact To Permit Sales
Bruno's Inc. is seeking approval to amend its
debtor-in-possession credit agreement with Chase Manhattan
Bank in order to permit the supermarket chain to implement
its store closing program and sell its Tennessee stores to
Albertson's Inc. Soon after entering into the fourth
amendment, Bruno's reduced the $200 million DIP facility's
total commitment to $175 million. Besides permitting the
store closings and sale, the July 31 amendment also revises
the DIP facility's EBITDA covenant in keeping with the
reduced number of stores that Bruno's will be operating and
projected future operating results. (The Daily Bankruptcy
Review Copyright and ABI (c) August 31, 1998)

CAI WIRELESS: Shareholders Object to Plan
Aubrey E. Loving, Jr., John A. Trinder, William M. Barnard,
Stephen W. Burke, Richard J. Davis, Thomas J. Dogherty,
Jr., James A. Lowe, Charles A. McFadden NBH & BJB
Associates, LC, Charles Stanton, and F. Gary Kiger, Jr.,
hereafter referred to as "Shareholders" object to the
confirmation of the Joint Reorganization Plan of CAI
Wireless Systems, Inc. and Philadelphia Choice Television,
Inc. and the Disclosure Statement dated June 30, 1998.

The plan is a prepackaged plan of reorganization formulated
or approved solely by the debtors and their secured and
senior creditors, Merrill Lynch as well as its fellow
holders of the Senior Notes Claims.

The Shareholders object to confirmation of the plan.  They
claims that the plan is predicated on a valuation of the
assets and the enterprise value of the debtors which is
flawed.  The Shareholders maintain that if the debtors'
business and assets are properly valued, the plan, as
proposed, discriminates unfairly against non-management
shareholders in violation of the Bankruptcy Code and may
not satisfy the best interests test with respect to

The Shareholders also claim that the Disclosure Statement
is inadequate in several respects, and particularly does
not provide any information concerning the type or identity
of any strategic partner that the debtors require to fund
the plan, the terms of any strategic alliance and the
effect any such alliance will have on the plan.

CONCORD ENERGY: Seeks Bankruptcy Protection
Concord Energy Inc. and its subsidiary, Knight Equipment &
Manufacturing Corp. (KEMCO), have filed chapter 11 in San
Antonio, Texas, but plan to continue operations, according
to a newswire report. The company is seeking alternatives
for debtor-in-possession financing. The company may sell
the assets of KEMCO. Concord is an integrated oil and gas
service company that has interests in oil and gas
properties. The subsidiary designs, re-engineers and
markets oil and gas processing equipment. (ABI 31-Aug-98)

COWTOWN SPEEDWAY: Operator Filed For Bankruptcy
The operator of Cowtown Speedway in Kennedale has filed for  
bankruptcy, according to court documents obtained by the

Adamcik Speedway Management, which runs the speedway, filed
a petition for Chapter 7 bankruptcy in U.S. Bankruptcy
Court, Northern District of Texas.

Under Chapter 7, the company's assets would be sold in
order to pay creditors, and the company would go out of

The petition listed Adamcik Speedway Management's assets at
less than $50,000 and its debts between $100,000 and
$500,000. The company's assets do not include the speedway
itself, which is leased from owner Johnie Swiney.

Cowtown Speedway has been the subject of a bitter dispute
between general manager Andy Adamcik, who is also the chief
executive officer of Adamcik Speedway Management, and
shareholders led by Donna Asam, who is listed on the  
bankruptcy petition as a company vice president.

Asam's group has filed a lawsuit in state district court
accusing Adamcik of  siphoning profits from the track and
retaliating against the group after the  allegations

A judge issued a temporary restraining order on July 29,
preventing Adamcik and Swiney from operating the track, but
on Friday both sides announced an agreement to work
together for 90 days to keep the track in operation.

Swiney declined to comment. Adamcik and Asam could not be
reached for comment last night. (Fort Worth Star-Telegram;

DOW CORNING: Mediator Hopes For Plan Consensus By Monday
Dow Corning's court-appointed mediator hopes to reach a
consensus on a reorganization plan by Monday.  At a status
conference yesterday, it was determined 10 "major" issues
still needed to be resolved.

Another status hearing is scheduled for next Tuesday.
(Federal Filings Inc. 27-Aug-98)

HAGERSTOWN FIBER: Ex-Partner Wins Bid For Case Dismissal
Hagerstown Fiber L.P. lost its bid to remain in chapter 11
when the bankruptcy court ruled that the removal of Pencor
First Fiber Inc. (PFF) as general partner triggered a
dissolution of the partnership and a corresponding duty to
wind-up its affairs. PFF had charged that the chapter 11
filing was a litigation maneuver by Hagerstown's limited
partners, bondholders, and current general partner, Pencor
Inc. PFF alleged that it was improperly ousted the day
before Hagerstown filed for bankruptcy and Pencor lacked
the authority to file a petition on the partnership's
behalf. For its part, Hagerstown called the dismissal bid a
"preemptive strike" to disrupt its lawsuit against PFF and
others, and alleged that PFF was part of a "complex scheme
to defraud the Debtor and its major creditors out of more
than $130 million." The claims stem from design
deficiencies, cost overruns, and alleged fraud related to
construction of a paper de-inking facility in Hagerstown,
Md. (The Daily Bankruptcy Review and ABI Copyright (c)
August 31, 1998)

HOMEPLACE STORES: Employment Agreement with CEO
HomePlace Stores, Inc. seeks entry of an order authorizing
the HomePlace Group to enter into an employment agreement
with Larry Pollock, as CEO of the HomePlace Group.

Under the terms of the agreement, which is to continue
through June 30, 1999, Pollock will receive an annual base
salary of $450,000.  He is also eligible for certain
bonuses, including a Fixed Bonus and a Performance Bonus.  
The performance bonus is contingent on, among other things,
the HomePlace Group's meeting certain financial goals.  
Pollock is entitled to receive additional compensation
including $1.25 in cash and one allowed nonpriority general
unsecured claim in the HomePlace Group's chapter 11 cases
in the amount of $500,000.

The debtor, International Meta Systems, Inc. is engaged in
the business of developing various design components,
libraries, macros and other tools to be licensed for use in
the design of microprocessors by various licensees.  IPIQ
is a corporation that has been formed for the purpose of
acquiring certain assets of the debtor, subject to
Bankruptcy Court approval, in order to continue the
principal business of the debtor.  The debtor and IPIQ seek
approval of the Asset Purchase Agreement through
confirmation of the plan.

The following table summarizes the classification of the
claims and equity interests under the plan.

Class 1: All Allowed Administrative Claims, other than
IPIQ. Unimpaired.

Class 2: IPIQ Administrative Claims. Impaired.
To be satisfied in full by the issuance of common stock of
IPIQ to Phillip M. Neches, or his designee from the non-
IPIQ Reserved Common Stock in amount which IPIQ and Neches
agree upon. Approximate amount of claim is $2 million.

Class 3: Allowed Priority Claims

Class 3A: Non-Terminated Personnel - impaired.
The four members of this class will receive a portion of
the IPIQ Reserved Common Stock.

Class 3B: Terminated Personnel - impaired.

Class 3C: All other priority claims- impaired.

Each Allowed Priority Claim and Other Priority claim shall
be fully satisfied as follows: payment by IPIQ of all
Allowed Claims in full on a monthly basis over a 24 month
period, beginning 30 days after the Effective Date of the
confirmed Plan.

Class 4: Trade Claims - impaired. IPIQ will pay holders of
Allowed Trade Claims 70% of the Allowed Claims of such
holders in equal quarterly installments without interest
over two years. Trade claims are approximately $3 million
subject to objection and offset.

Class 5: Amerscan/Promissory Notes/ Subscriber Debt Claims
- impaired.

The IPIQ Reserved Common Stock shall be distributed Pro
Rata to the defined holders of claims in this class who
will hold the percentages as designated post-confirmation:
Amerscan interests 11.5393% Promissory Note Holders and
Subscriber Debt Claims, varying percentages, none of which
exceed 2.5%.  The balance of the IPIQ Reserved Common Stock
shall be distributed to holders of Class 3 Claims.  Based
upon IPIQ's projected capital structures as of the
Confirmation Date, there will be 4 million shares
outstanding and reserved, of which 800,000 shares will be
reserved for the IMS Class 5 creditors.  The anticipated
settlement value per share is approximately $3.42.

Class 6: Allowed Equity Interests represented by ownership
of the debtor's stock. Unimpaired

JIMMY'S TRAVEL: Clients Must File For Refunds at Bank
Customers of defunct Jimmy's Travel Inc. must now file
their claims for refunds at Hawaii National Bank as well as
with the bankruptcy court.  Attorney Harrison P. Chung, who
is handling the company's bankruptcy, said that is the only
way to get any money back to the customers who paid for Las
Vegas trips and didn't get them.

In January, the bank issued a letter of credit for $200,000
as a deposit that the company was required to make with the
U.S. Department of Transportation to cover possible refunds
if it couldn't provide contracted travel.  The bank is
holding the money to back it up and that makes up most of
the $225,000 in assets the company had when it filed for
bankruptcy June 27.

Chung said the bank won't release money unless it has the
claims information itself.  Jimmy's, founded in January by
James K.S. Lee, had received payment for about 2,500 Las
Vegas tours when it ran out of money and closed its doors
in June.

Customers also must file their claims in bankruptcy court,
along with receipts and other proof of what they are owed.
The Jimmy's Travel bankruptcy filing says the company faces
travel claims of $743,000 among total liabilities of $1.3
million.  Chung also said calls to his office or the
bankruptcy court won't speed up the process and a customer
information telephone line Jimmy's Travel had set up is
being cut. (Honolulu Star-Bulletin; 08/07/98)

KIA MOTORS: Winner Remains Undecided
Kia officials said Sunday that Samsung Motors Inc. had been
marked as the most likely winner after tabling the highest
bid for the debt-straddled automaker.  Daewoo Motor Corp.
was second, throwing Hyundai Motor Co. and U.S. company
Ford out of the running. Hyundai Motor Co., South Korea's
largest car manufacturer, was dropped from the race after
offering below par value for new Kia and Asia Motors

But reports say the winner remains undecided as Samsung and
Daewoo Motors requested excessive write-offs of debts which
spurred the bankruptcy of the ailing automaker last year.

State-run Yonhap news agency report a second round of
bidding is slated to be announced Sept. 11 and the
selection process for the winner would be completed  
by Sept. 26.

The South China Morning Post reported on 08/31/98
that the auction is in danger of being averted as all four
bidders - Ford Motor of the US, Samsung, Hyundai and Daewoo
- failed to meet requirements set by Kia creditors.

All four asked Kia's creditors to write off more debts than
they have already promised. The creditors had said the
buyer would be granted a reprieve  in interest payments on
Kia and Asia's 12.8 trillion won (about HK$74.12  billion)
debts and lower-than-market interest rates, which together
would cut  debt payments by about 6.5 trillion won.

Kia creditors said, however, all four bidders attached more
debt reductions as conditions for their bids and Ford and
Hyundai Motor, Korea's largest car- maker, refused to
retract the conditions. Daewoo Motors, the country's No 2
car- maker, and Samsung Motors, a new player in the market,
have yet to say whether they would reconsider their bids.

The influential Chosun Ilbo reported on Saturday Samsung
was given the highest points among the four bidders in the
evaluation process which focused on bidding price, long-
term cash flow and contribution to the two companies and
the Korean economy.

The successful bidder has to offer at least 1.07 trillion
won, or 51 per cent of the combined capital of Kia and
Asia.  Ford and Hyundai, which are already out of the race
because of lower-than- minimum bidding prices, are reported
calling for another round of bidding, saying all four firms
attached the new conditions for further debt cuts.

Analysts said Ford would make a trade issue out of the case
if Kia creditors selected Samsung or Daewoo.

To make the failed company more attractive to bidders, the
creditor banks agreed to write off nearly half of Kia's
$6.7 billion debt. Kia has $5.9 billion in assets.
The successful bidder must buy at least 51 percent of the
equity of Kia and Asia Motors through the auction. Ford
already owns 16.9 percent of Kia.

LIBERTY HOUSE: Net Loss of $8.9 Million Since Filing  
A financial report recently filed by Liberty House in U.S.
Bankruptcy Court shows the company has suffered a net loss
of $8.9 million since filing for bankruptcy in mid-March.

But despite the losses--including a $2.6 million net income
drop in June--the company says it is performing above

"The important thing to remember, although it shows a loss,
is we're running 11 percent ahead of our earnings
projections for the year," said Liberty House President
John Monahan. "We're actually doing better than projected."

The June financial report shows a cumulative loss of
$8,895,456 since the company's March 19 bankruptcy filing.

Liberty House early in its bankruptcy predicted a rocky
road ahead. Facing economic turmoil in Asia, dwindling
tourism, and Hawaii's continuing doldrums,  Liberty House
several months ago projected a large drop in 1988

In court documents supporting the company's bid for $50
million in emergency financing, Liberty House predicted a
10 percent drop in sales to residents and a 50 percent
decrease in sales to tourists this year. Sales at
the company's  stores at Ala Moana Center, Waikiki and
Kahala were expected to drop off an  additional 5 percent
to 10 percent.

Monahan yesterday said the company's ongoing restructuring-
-store closures, layoffs, inventory adjustments and other
cost-cutting efforts--were expected to take a toll on

"We've closed a lot of stores, so sales are going to
decrease," he said.  "Our restructuring is to get rid of
unproductive businesses, which will show a short-term loss
in sales. But there are a lot of expenses associated
with those  business and we expect to reduce our expense

Monahan said the company hopes to weather the initial storm
to emerge from bankruptcy in the black. "Our whole focus
now is reducing our expenses, stabilizing the business and
getting some growth as we formulate our plan to  
recapitalize the company." (Honolulu Star Bulletin -

LYNX GOLF: Applies To Set Bar Date
Lynx Golf, Inc. applies to the court to establish a claims
bar date.  The debtor believes it is necessary that the
full extent of its liabilities of any nature or type be
established so that a plan or plans of reorganization can
be formulated and balloting criteria established.

The debtor requests that the court set a claims bar date of
October 21, 1998 for the filing of all claims or interests
against the debtor's estate.

MOBILEMEDIA CORP: Seeks Nod For $25M Arch Breakup Fee
MobileMedia Corp. is seeking approval of provisions within
its merger agreement with rival Arch Communications
Group Inc. that include breakup fees of $32.5 million and
$25 million for MobileMedia and Arch, respectively, under
certain circumstances. The Aug. 24 motion also asks the
court to authorize a $500,000 expense reimbursement payment
to Arch and an agreement between MobileMedia and its
official creditors' committee limiting the company's
ability to terminate or amend the Aug. 18 merger agreement.
(Federal Filings Inc. 27-Aug-98)

MOLTEN METAL: Application for Appointment of Trustee
Judge Carol J. Kenner allowed the application of the United
States Trustee for approval of the appointment of Stephen
S. Gray as Chapter 11 Trustee in the case of Molten Metal
Technology, Inc., and its affiliated debtors.

MONTGOMERY WARD: Seeks Exclusivity Extension
Seeking an exclusivity extension to Feb. 26, Montgomery
Ward said it is developing a "bottoms up" three-year
business plan and expects to share it with the official
creditors' committee by the end of this month. The business
plan will be vetted during the fall of 1998, with the goal
being to reach a consensus on the business plan by late
1998, according to an Aug. 26 motion. The motion asks the
court to extend the exclusive periods for filing a
reorganization plan and soliciting acceptances to Feb. 26
and April 27, respectively.  The company said its goal is
to file a reorganization plan early next year. (Federal
Filingws Inc 27-Aug-98)

MUSTANG OIL & GAS: Disclosure Statement
The disclosure statement for Mustang Oil and Gas
Corporation was prepared and filed by Charles Bearden,
Chapter 11 Trustee for the debtor.

Mustang Oil is a wholly owned subsidiary of Gulf Resources
Corporation.  In 1997 the company reported a net loss of
$29,788,320 on gross revenues of $19,651,425.

Mustang shall continue to exist as Reorganized Mustang
after the Consummation Date in accordance with the law, for
the limited purpose of distribution all of the assets of
the debtor's estate,.  As soon as practicable after the
Reorganized Mustang exhausts the assets of the debtor's
estates by making the final distribution of cash under the
plan, the Reorganized Mustang shall (i)effectuate the
dissolution of the Reorganized Mustang in accordance with
the applicable state laws, and (ii) resign as the sole
officer and sole director of the Reorganized Debtor.

Under the plan, the Reorganized Mustang will continue to
administer the assets of the Reorganized Debtor for the
benefit of the creditors.  All of the assets of the
Reorganized mustang will be impressed with a lien in favor
of the Creditors of the Mustang Bankruptcy Estate.  The
lien shall be held in trust by a Collateral Agent.  Upon
accumulation of minimum levels of cash or upon sale s of
assets in excess of minimum amounts, the Reorganized
Mustang shall make distributions to Creditors.

The Chapter 11 Trustee includes as an exhibit to the plan,
his projections as to the debtor's anticipated post
confirmation cash flow for fiscal years 1998-2002.

NOXSO CORP: Court Approves Plan
NOXSO Corp., Bethel Park, Pa., announced Friday that the
U.S. Bankruptcy Court for the Eastern District of Tennessee
has confirmed its first amended reorganization plan,
according to a newswire report. To emerge from bankruptcy,
the company still must raise $15 to $18 million in equity
financing and it must receive the consent of the U.S.
Department of Energy to use cost-sharing funds at a new
demonstration project. (31-Aug-98)

OLYMPIA & YORK: Announces Filing Chapter 11 Petitions
The Ad Hoc Committee of Noteholders (the "Committee") of
Olympia & York Maiden Lane Finance Corp. ("Finance Corp.")  
announced today that Finance Corp. and its affiliate,
Olympia & York Maiden Lane Company LLC (together, the
"Debtors"), had each filed a voluntary petition
under Chapter 11 of the United States Bankruptcy Code
in the U.S. Bankruptcy  Court for the Southern District of
New York (the *Bankruptcy Court" on August 26, 1998.

The filings followed a successful solicitation of
acceptances for a "pre-packaged" Joint Plan of
Reorganization being proposed by the Debtors and the  
Committee (the "Plan").  Of the $200,000,000 aggregate face
amount of the 10-3/8% Secured Notes due 1995 of Finance
Corp. entitled to vote, holders of $127,841,000, or 63.93%,
cast votes with respect to the Plan.  Of that amount,  
$127,341,000, or 99.61% of all votes cast, voted in favor
of the Plan and only $500,000, or .39%, voted to reject.

The Bankruptcy Court has scheduled a hearing concerning the
adequacy of the Disclosure Statement and confirmation of
the Joint Plan of Reorganization for October 14, 1998, to
be followed by an auction sale of the real property  
located at 59 Maiden Lane on October 19, 1998.

OXFORD HEALTH PLANS: Payson Says Return To Health Year
At the annual meeting of Oxford Health Plans Inc., Norman
C. Payson, the new CEO of the company stated that next year
is not going to be a growth year, but will be a "return-to-
health year."

Several shareholders were there to complain about ousted
Chairman Wiggins' $9 million severance package.  The
package has been suspended pending a review by state
insurance regulators.

It was reported that Oxford is a $6 stock, due to
disastrous computer-system conversion, management lapses
and an ill conceived strategy to sell some of the managed
care industry's most popular health plan products at too
low a price. (The Wall Street Journal 31-Aug-98)

PEGASUS GOLD: Disclosure Statement
The debtors, Pegasus Gold Corporation and its affiliated
debtors submit a Disclosure Statement respecting debtors'
joint liquidating plan of reorganization dated July 31,
1998 in connection with the solicitation of acceptances of
the plan.

Description of classes and their Distributions:
Class 1 - Priority Claims - Paid in full in cash on the
effective date.  There are unpaid priority claims totaling
approximately $56,713 that have been Allowed and/or agreed
to by the debtors.  There are also $55,550,730 in disputed
unpaid priority claims.

Class 2 - Secured Claims - Legal, equitable and contractual
rights left unaltered, satisfied by agreement or collateral
abandoned to claimant.

Class 3 - General Unsecured Claims - Pro rata share of
available cash.  The amount of general unsecured claims for
Pegasus Gold Corp. is $295,607,961

Class 4 - Interests - no distribution

The plan is structured as a joint plan of reorganization
because the structure of the plan is identical for each of
the debtors.  Nonetheless, the plan provides that each
debtor and each estate will be treated separately.  The
plan does not provide for the substantive consolidation of
the debtors or their estates.

PINNACLE BRANDS: Notice of Commencement/Meeting of
Pinnacle Brands, Inc., Pinnacle Trading Card Company, MLM
Acquisition Corp., Donruss Trading Card Company, GSAC
Holdings, Inc., and FLAPCO, Inc. filed a petition in
Chapter 11 on July 23, 1998.  A meeting of creditors is
scheduled for September 11, 1998 at 10:30 AM at the J.
Caleb Boggs Federal Building 844 King Street, Room 2313
Wilmington, Delaware 19801.  A representative of the
debtors is required to appear at the meeting of creditors
for the purpose of being examined under oath.

STONE HEDGE PROPERTIES: Golf Resort Suffers Setback
Stone Hedge Properties of Tunkhannock, Wyoming County,
failed recently in its attempt to reverse a court ruling
which found no wrongdoing on the part its financiers.

And it is not clear how the appeals court decision will
affect Stone Hedge Properties' case in U.S. Bankruptcy
Court, says one attorney.

In June 1993, Stone Hedge Properties, a golf course and
residential community, filed for protection from creditors
under Chapter 11 of the U.S. Bankruptcy Code. Its
reorganization plan was approved in February of
this year.

The U.S. Third Circuit Court of Appeals in Philadelphia
ruled June 23 in favor of PNC Bank, Phoenix Capital Corp.
of Louisiana, and others.  Stone Hedge sought to reverse a
September 1997 ruling by U.S. District Judge Edwin Kosik,
who dismissed Stone Hedge's claims against the above-named  
defendants. Stone Hedge's appeal sought judgment for
damages for an undisclosed amount.

The Kenia family, operators of Stone Hedge Properties,
claimed the defendants refusal to honor a loan commitment
forced it into Chapter 11 in June 1993.

In March 1995, Stone Hedge Properties filed suit, claiming
PNC Bank Corp. orally agreed early in their relationship to
provide long- term financing on a $3.1 million construction
loan with a 20-year mortgage that would replace
short- term commitments PNC Bank had made.

Geff Blake, an attorney representing Phoenix Capital Corp.,
says the June 23 appellate court decision re-affirmed
Kosik's earlier decision that "PNC Bank, Phoenix, or any of
the other defendants, had done no wrongs against
Stone Hedge."

In a separate case, a decision remains pending in
bankruptcy court involving Stone Hedge and Phoenix Capital.
In an order signed in February, U.S. Bankruptcy Judge John
Thomas concluded Stone Hedge's plan for reorganization is

Helen Chaitman, Stone Hedge's New Jersey-based attorney,
said in April Stone Hedge's reorganization plan "provides
for payment to creditors for 100 cents on the dollar with

In the bankruptcy court action, Stone Hedge Properties
alleges Phoenix Capital Corp. fraudulently acquired the
golf course's mortgage. That mortgage was initially held by
PNC Bank, which sold it to Phoenix Capital Corp. in 1933.
Records indicate PNC Bank sold Stone Hedge's $3.1 million
mortgage to Phoenix for $1.315 million.

An appeal is underway by Phoenix Capital over Stone Hedge's
confirmed reorganization plan.  It is not known when a
decision will be made in the bankruptcy appeals
case. (Northeast Pennsylvania Business Journal; 08/01/98)

SYNCRONYS SOFCORP: Management Reorganization/Interim
Syncronys Softcorp announced on August 11, 1998 that it had
effected a management reorganization and concluded an
interim financing to enable the Company to continue
operations pending reorganization.

The management reorganization included the resignations of
Rainer Poertner as chief executive officer and president,
and of Daniel Taylor as chairman of the board, executive
vice president of marketing, and secretary. Both Mr.
Poertner and Mr. Taylor will remain as consultants to

Walter D. Doyle has assumed the positions of chairman of
the board, chief executive officer, president and
secretary. Additionally, Carl Kosnar and April Robertson
have been added to the board of directors.

The interim financing consists of an interest-free loan
from Mr. Doyle in the amount of $1,050,000 as per the loan
agreement payable as follows: $125,000 upon signing,  
$175,000 on August 21, 1998 with the balance paid in
equal installments over the next five months starting Sept.
1, 1998.  This financing will enable the Company to
continue operations pending reorganization.  The Company
and Mr. Doyle have obtained court approval to
make this loan a secured, first charge on the bankrupt
estate of the Company.

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
* Expansion of international product licensing and
* Commitment to increasing shareholder value with an
emphasis on future earnings per share.

The above mix of products, services and philosophy will be
instrumental in creating increased cash flows and
operational profits.
Additional information will be provided to shareholders on
each of the above subjects as they become material in the
company's day-to-day operations.
General information on Syncronys is also available at

Syncronys Softcorp, with headquarters in Culver City, is
the exclusive publisher of the SFS SmartFiles System
technology. Syncronys' current product line, includes
UpgradeAID 98, BigDisk and Zipper.

TEKNON CORP: Founders file For Bankruptcy Protection
Teknon Corp. founder Roger Smith and his wife, Gail, have
filed for protection from creditors in U.S. Bankruptcy
Court here.

In their filing, the Smiths listed assets of more than $7.5
million and liabilities of about $8.6 million. The personal
filing was made under Chapter 11 of the U.S. Bankruptcy
Code, a strategy typically used by companies that
intend to reorganize and emerge from bankruptcy protection,
though it's also sometimes used by individuals when large
amounts of money are involved.

Teknon, a 14-year-old Spokane-based company that installs
big voice and data cabling systems in office towers and
campuses, isn't involved in the filing, although much of
the Smiths' assets and liabilities are related to the
company, says the couple's attorney, Shaun Cross.

Cross says the Bankruptcy Court filing was due in part to
pressure the Smiths have been receiving from one of their
largest creditors, NationsBank, to  which the Smiths owe
more than $3 million on a loan secured in part by about  
165,000 shares of stock in Premier Technologies Inc.
The shares of that Atlanta- based telecommunications
company, which are traded on the Nasdaq exchange,  
plummeted to about $8.50 a share at the time of the
Smiths' filing in June. The  shares had been trading in the
$25-a-share range in April 2997, when the  Smiths' filing
shows the loan originated, and as high as $35 later.

Much of the remainder of the Smiths' debt is owed to U.S.
Bank, and the couple's filing lists Teknon as a co-debtor
on those liabilities. That debt includes two loans and a
line of credit totaling nearly $5 million. Another about
$37,000 is owed to a company called Anixter Inc., in
Skokie, Ill., also with Teknon as a co-debtor.

Among the assets listed by the Smiths is $4.5 million in
loans made by them to Teknon, as well as another $330,000,
which they indicate is their ownership interest in Teknon.
The couple's other assets mostly are personal possessions,  
personal real estate holdings, and retirement investments.

According to the Smiths' filing, the couple also has had,
in addition to Teknon, business interests in Penta Group
Inc., VSI, and Septer Communications, all of which are
listed as being in the voice messaging business and as
having the same address as Teknon, at 111 E. Magnesium

Officials at Teknon couldn't be reached for comment. An
August 1996 story in the Journal of Business reported that
the company had annual sales at the time of about $30
million, operated several branch offices across the
country, and employed about 440 people. Copyright Northwest
Business Press Inc. Jul 30, 1998

UNISON HEALTHCARE: Seeks Approval of Management Severance
The debtor, Unison healthcare Corporation, and its
affiliated debtors moves the court for an order authorizing
the debtors to adopt and implement certain severance
benefit packages for certain of its senior and mid-level
management as a necessary inducement for continued service
during the pendency of the Chpater 11 cases and authorizing
the debtors to assume certain executory employment

The debtors seek senior severance packages for five senior
management employees comprised on one Year's salary payable
in the event of an involuntary termination without cause on
or before three months after the effective date of a plan
or plans of reorganization in these cases.

The debtors also propose mid-level severance packages.  The
grand total of the annual salaries of the covered
management is $4,945,700 and the grand total severance
amount is $2,730,676.

WSR CORP: Seeks Approval of Discover Card Agreement
The debtors, WSR Corporation, R&S Strauss, Inc., National
Automotive Stores, Inc. and National Auto Stores Corp.,
debtors, seek court approval of the debtors' assumption of
Discover/Novus Credit Card Agreement.

Approximately 28% of the debtors' merchandise sales are
conducted through the use of a variety of credit card and
charge cards.  

The debtors' gross prepetition Discover Card Sales for the
year ending May 31, 1998, totaled approximately $4.3
million.  The debtors argue that if they are not authorized
to assume the Discover Card Agreement, they would lose
their Discover Card sales and the significant revenues
generated from those sales to competitors that honor
Discover Cards.  

Meetings, Conferences and Seminars

September 9-13, 1998
      Annual Convention
         Sheraton El Conquistador, Tucson, Arizona
            Contact: 1-803-252-5646

September 17-20, 1998
      Southwest Bankruptcy Conference
         The Inn at Loretta, Santa Fe, New Mexico
            Contact: 1-703-739-0800
September 17-20, 1998
      Midwest Mid-Year Meeting
         Oak Brook Hills Resort & Hotel
         Oak Brook, Illinois
            Contact: 1-616-372-6500

September 21-23, 1998
      7th Annual States' Taxation and Bankruptcy Conference
         Hotel Santa Fe, Santa Fe, New Mexico
            Contact: 1-505-827-0728

September 23-24, 1998
      1998 Bankruptcy Institute
         Regal Minneapolis Hotel, Minneapolis, Minnesota
            Contact: Minnesota CLE
September 25-26, 1998
      13th Annual Mid-Atlantic Institute on
      Bankruptcy and Reorganization Practice
         Boar's Head Inn, Charlottesville, Virginia
            Contact: 1-800-979-8253

October 8-10, 1998
      Real Estate Defaults, Workouts, and Reorganization
         Charleston, South Carolina
            Contact: 1-800-CLE-NEWS

October 9-13, 1998
      7th Annual Consume Rights Litigation Conference
         San Diego, California
            Contact: 1-617-523-7398

October 16-20, 1998
      1998 Annual Conference
         The Westin Hotel, Chicago, Illinois
            Contact: 1-312-857-7734

October 22-25, 1998
      72nd Annual Meeting
         Wyndham Anatole Hotel, Dallas, Texas
            Contact: 1-803-957-6225

November 9-10, 1998
      Conference on Corporate Restructurings: Asia
      Indonesia * Thailand * South Korea
         The Radisson Empire Hotel, New York, New York
            Contact: 1-903-592-5169 or   

November 20-23, 1998
      78th Eastern District Meeting
         New York Marriott World Trade Center, New York
            Contact: Warren Pinchuck, New Hyde Park, New

November 30-December 1, 1998
      Distressed Investing '98
         The Plaza Hotel, New York, New York
            Contact: 1-903-592-5169 or   

December 3-5, 1998
      Winter Leadership Conference
         Westin La Paloma, Tucson, Arizona
            Contact: 1-703-739-0800

February 18-21, 1999
      Annual Western District Meeting
         Monte Carlo Hotel & Casino Resort,
         Las Vegas, Nevada
            Contact: 1-702-382-9558

February 28-March 3, 1998
      Norton Bankruptcy Institute I
         Olympic Park Hotel, Park City, Utah
            Contact: 1-770-535-7722

March 18-21, 1998
      Norton Bankruptcy Litigation Institute II
         Flamingo Hilton Hotel, Las Vegas, Nevada
            Contact: 1-771-535-7722

April 26-27, 1999
      Bankruptcy Sales, Mergers & Acquisitions
         The Mark Hopkins, San Francisco, California
            Contact: 1-903-592-5169 or   


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

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

S U B S C R I P T I O N   I N F O R M A T I O N     

Troubled Company Reporter is a daily newsletter, co-
published by Bankruptcy Creditors' Service, Inc.,
Princeton, NJ, and Beard Group, Inc., Washington, DC.  
Debra Brennan and Lexy Mueller, Editors.   

Copyright 1998.  All rights reserved.  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

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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