TCR_Public/980929.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 29, 1998, Vol. 2, No. 190

                  Headlines

AHERF: Bids Announced
AHERF: Pennsylvania Treasurer Intervenes in Sale
AHP INC: Files Chapter 7 Petition
BARNEY'S INC: Has Court Nod To Hire Trademark Appraiser
BARNEY'S INC: Needs Ok to Pay Year-End Payments and Extend
Bonus Program

CABLE & CO: Seeks To Retain Tax Accountants
CAMPO ELECTRONICS: To Hire Grisanti Galef & Goldress
CONCORD ENERGY: Applies To Employ Cox & Smith As Counsel
EATON'S: Shares Slide To New Low
ERNST HOME: Seeks Exclusivity Extension

EQUALNET CORP: Files Voluntary Chapter 11 Petition
FULCRUM DIRECT: Notice of Commencement of Cases
GIBSON'S DISCOUNT: Receives $25 Million Line of Credit
GREATE BAY HOTEL: Judge Michels Appointed Arbitrator
JAPAN LEASING CORP: Debts of $16 Billion

KENETECH WINDPOWER: Disclosure Statement
KOCH LABEL: Files Chapter 11 Petition
LA VIDA LLENA: Disclosure Statement Approved      
LIBERTY HOUSE: Directors Continue to Battle
MCGINNIS PARTNERS: Taps Christy & Viener

MCGINNIS PARTNERS: Settles With Goldman Sachs
PARADISE HOLDINGS: Seeks To Sell Assets For $2.5 Million
PERK DEVELOPMENT: Seeks OK To Assign 32 Leases
PHARMACY FUND: Chapter 11 Filing is a Bitter Pill   
PHARMACY FUND: Trustee Names Creditor Panel

ROYAL OAK: Writes Down Some Assets
SOUTHERN AIR: Stops Flights
TECHNIMAR INDUSTRIES: Disclosure Statement Summary
UNISON HEALTHCARE: Wayland Investment Fund Objects to Plan
VENTURE STORES: Disclosure Statement Hearing Set - Oct. 16

WESTMORELAND: Plan Withdrawn - Chapter 7 or Dismissal
WINDSOR ENERGY: Committee Taps Baker & McKenzie

Meetings, Conferences and Seminars
   
                  *********

AHERF: Bids Announced
---------------------
Relative to the Chapter 11 proceedings of the Allegheny
Health, Education and Research Foundation, bids  
were announced today for its Eastern-based hospitals.  In
addition, a bid was generated relative to Allegheny
University of the Health Sciences.  Details of  
the specific bids will not be released at this time.

In addition to the previous Vanguard Health Systems' bid
for eight of the Philadelphia-area hospitals including
Bucks County, City Avenue, Elkins Park, Graduate,
Hahnemann, MCP, Parkview and St. Christopher's Hospital for
Children,  today's bids were comprised of:

    -- A bid by Temple University for St. Christopher's
Hospital for Children.

    -- A bid by Zurbrugg Health Foundation for Allegheny
University of the Health Sciences.  The Zurbrugg Health
Foundation bid is a proposal from the University family to
reorganize itself.

With receipt of these bids, Allegheny officials, working in
conjunction with the Creditors' Committee established
through the bankruptcy proceeding, will review the
proposals.  On Monday, September 28, they will advance a
recommendation to the Court as to what they believe is the
most satisfactory bid.  The bankruptcy proceedings will
conclude through an auction  in Judge McCullough's
courtroom on Tuesday, September 29 at 9:00 a.m.  The  
successful buyer or buyers will have October 21
as a target date to close the  approved sale.

Should the Allegheny organization and the Creditors'
Committee fail to reach a joint conclusion regarding what
they believe is the best bid, each will then  submit their
own recommendation and Judge McCullough will make a
determination  for the Court.

The Allegheny organization's Western entities including
Allegheny General, Canonsburg, Allegheny Valley and the
Forbes Health System, as well as Allegheny Rancocas, are
not filed entities and are not related to these
proceedings.   


AHERF: Pennsylvania Treasurer Intervenes in Sale
------------------------------------------------
Pennsylvania State Treasurer Barbara Hafer said today she
is intervening in the Allegheny Health, Education and
Research Foundation (AHERF) bankruptcy case to prevent
Allegheny from improperly selling unclaimed property to any
prospective new owner, according to a newswire report. She
said the organization has never filed the unclaimed
property reports required by law, so it is not known how
much property is at stake; she estimates it to be
about $500,000. Hafer's office filed motions in the case
late last week and will be represented in court tomorrow
when Bankruptcy Judge M. Bruce McCullough is scheduled to
consider bids for the proposed sale of AHERF's Philadelphia
area assets, which include eight hospitals. On Friday,
AHERF announced it had received bids from Vanguard
Health Systems for the eight hospitals, from Temple
University for one hospital and the Zurbrugg Health
Foundation for the University. AHERF did not release the
amounts of the bids, but said Vanguard's bid remains at
$460 million as previously announced.  Allegheny officials
and a creditors' committee are expected to review the
proposals today and make recommendations to Judge
McCullough tomorrow at the hearing. However, Hafer
said that she believes that the assets AHERF is planning to
sell include unclaimed property that belongs to others, so
AHERF doesn't have the right to sell that
property. (ABI 28-Sept-98)


AHP INC: Files Chapter 7 Petition
-----------------------------
AHP Inc., or Always Helping People Inc., filed Aug. 5 for
protection from its creditors under Chapter 7 (liquidation)
of the U.S. Bankruptcy Code.

The case will be heard by U.S. Bankruptcy Court Judge Karen
M. See, and a first meeting of creditors is scheduled 11:30
a.m. Sept. 18, said Thomas O'Neal, the trustee assigned to
the case.

O'Neal said that was filed initially in the case was a
mailing matrix, and that no schedules or listing of
creditors had yet been filed. Dan Nelson, attorney for AHP
in the bankruptcy case, said there are a total of 200  
creditors.

AHP sells water- and air-filtration systems through
distributors. The company sells distributorships to
individuals who buy a kit and the right to distribute the
product to consumers, Nelson said.

On Aug. 16, 1996, the attorney general's office filed an
order approving the  Assurance of Voluntary Compliance,
which Provided for AHP to begin resolving complaints with
former distributors, said Scott Holste, spokesman for the  
attorney general's office.

The company has some assets, including equipment and
furnishings, and is currently conducting an assessment of
its inventory. The number of creditors is also being
finalized, along with the total amount owed to
those creditors, the attorney said.

The company ceased doing business at or before the
bankruptcy filing and is no longer operating. Its
headquarters was at 910 W.
Battlefield.(Copyright UMI Company 1998 Springfield
Business-08/31/98)


BARNEY'S INC: Has Court Nod To Hire Trademark Appraiser
-------------------------------------------------------  
Barney's Inc. won court approval to hire Houlihan Lokey
Howard & Zukin Financial Advisors Inc. as trademark
appraiser to determine the fair market value of the
"Barneys New York" trademark. Noting that the
reorganization plan proposed by the creditors' committee,
Whipporwill Associates Inc., and Bay Harbour Management
L.C. contemplates a new credit facility for Barney's based
in part on the value of the trademark, the retailer
asserted the need to retain Houlihan Lokey. Pursuant to a
July 30 retention letter, Houlihan Lokey will review and
analyze the information supplied by Barney's and other
publicly accessible sources to prepare a report expressing
the firm's opinion of the trademark's value as of July 31.
Houlihan Lokey will receive a $40,000 fee for its valuation
services and the preparation of its report, plus related
out-of-pocket expenses up to a maximum of $2,000.
(The Daily Bankruptcy Review and ABI 28-Sept-98)


BARNEY'S INC: Needs Ok to Pay Year-End Payments and Extend
Bonus Program
----------------------------------------------------------
Barney's, Inc., et al., debtors seek court approval
authorizing the debtors to pay certain employee year-end
payments and further extending the debtors' key employee
retention bonus program.  The anticipated total cost of the
Year-End Change Payments is approximately $660,000.

The projected maximum cost of the Extended Bonus Program is
approximately $1,091,194.  The Year-End Change Payment is
due to the debtors' intention to change the end of their
fiscal year from the Saturday closest to July 31 to the
Saturday closest to January 31.  The debtors will also seek
to change the employee review cycle to make it concurrent
with the new fiscal year period.  The new period covered by
such review will be the 18-month period ending January 31,
1999 rather than the current 12 month period ending ending
July 31, 1998.  Employee review would be delayed by six
months under the proposed change.


CABLE & CO: Seeks To Retain Tax Accountants
-------------------------------------------
The debtor, Cable & Co. Worldwide, Inc. is seeking a court
order approving the retention of American Express tax and
Business Services of New York, Inc. as accountant to the
debtor.  The firm will prepare the 1997 state, federal and
local tax returns; and will provide tax related advice tot
he debtor in connection with the returns.  Accountants who
will work on this case will paid an hourly rate ranging
from $85 to $325.


CAMPO ELECTRONICS: To Hire Grisanti Galef & Goldress
----------------------------------------------------
Seeking court approval to hire Grisanti Galef & Goldress
Inc. to explore strategic options, including a sale, Campo
said Chief Executive Officer William Wulfers plans to
resign. The struggling consumer electronics chain hired
Wulfers from Wal-Mart Stores Inc. last year to lead a
turnaround, but recently acknowledged that a return to
profitability in the near term is unlikely given the
company's continued poor performance and decreased cash
flow.  The court has approved the retailer's retention of
Grisanti on an interim basis. (Federal Filings Inc. 28-
Sept-98)


CONCORD ENERGY: Applies To Employ Cox & Smith As Counsel
--------------------------------------------------------
Concord Equipment Incorporated and Knight Equipment &
Manufacturing Corporation filed an application with the
court to employ Cox & Smith as counsel to the debtors.  

Cox & Smith will perform various professional services
including analyzing the debtors' financial situation,
preparing schedules and pleadings, assisting the debtors
and debtors' creditors in obtaining confirmation of a plan,
representing the debtors in any adversary or contested
bankruptcy matter, and performing any and all other legal
services on behalf of the debtors. The firm's hourly
billing rates range from $75 per hour for a paralegal to
$250 per hour for an attorney.


EATON'S: Shares Slide To New Low
--------------------------------
Shares of T. Eaton Co. slid to a new low since being listed
in June, after the retailer on Friday cut its earnings
forecast for this year by more than half, blaming a
softening economy.

The shares (ETN/TSE) closed at $8.75, down 90 cents, or
9.3%.

Along with its revised fiscal 1999 profit forecast for the
year ending Jan. 30, the company reported a $19.8-million
operating loss for the second quarter, compared with a $33-
million operating loss, before unusual gains, for the same
quarter a year earlier. Revenue for the 64-store chain rose
1.5% in the second quarter, to $316.7 million from $312
million.

The net loss, including unusual items and earnings from
discontinued operations, was $44 million ($2.18 a share,
based on 20.2 million shares outstanding), compared with a
loss of $12 million ($1.50, based on eight million shares
outstanding) a year earlier.

Eaton's shares had already taken a beating, dropping from a
June 10 issue price of $15 and a high of $16.20. Investor
confidence was further eroded Friday with the new forecast
of fiscal 1999 profit of $26 million ($1.41),  
which includes $30 million of earnings from discontinued
operations.

Eaton's chief financial officer Hap Stephen said much of
the reduction in the earnings forecast comes from a $25-
million charge in the second quarter - $9 million in
employee severance and $16 million for asset writeoffs
related to getting out of major appliances and electronics,
and reducing its toys and furniture business.

Sales for the full year are now forecast to be $1.73
million, or 4.8% lower than stated in the IPO prospectus,
while same-store sales growth has been reduced to 8.5% from
almost 14%. But anticipated operating, administrative and  
selling expenses are now $15 million, or 2.8% lower, as
Eaton's managed to cut costs in the first two quarters.

The gross margin rate has also been adjusted, to 34% from
34.2%, to reflect "recent actual results and the updated
planned merchandise mix" for the third and fourth quarters.

Eaton's president George Kosich admitted that while the
second quarter was below expectations, same-store sales
rose by 7.2%. Same- store sales of "priority merchandise,"
such as apparel, cosmetics and shoes, improved by  
19.6%.

While gross margins for the second quarter fell slightly,
to 31.9% from 32.2%, Kosich said this was because of
"clearance activity that left us with a cleaner inventory
going into the fall."   (Copyright 1998 The Financial Post
Company. Financial Post Toronto-09/12/98)


ERNST HOME: Seeks Exclusivity Extension
---------------------------------------
Ernst is once again seeking a two-month extension of its
exclusive periods to file a liquidating reorganization plan
and solicit plan acceptances.  An extension of the filing
and solicitation periods to Nov. 30 and Jan. 29,
respectively, will provide a short period of time after the
deadline for the assumption or rejection of the two
remaining store leases sold to Fadco LLC, the defunct home
improvement retailer asserted.  Ernst recently sought to
extend the deadline to assume/reject the Fadco leases until
Oct. 30, contending that 30 days is a reasonable period of
time to give Ernst to file a plan once the
assumption/rejection period expires. (Federal Filings Inc.
28-Sept-98)


EQUALNET CORP: Files Voluntary Chapter 11 Petition
---------------------------------------------
EqualNet Corporation, the main operating subsidiary of
EqualnetCommunications Corp., and EqualNet Wholesale
Services, Inc., a non-operating subsidiary of EqualNet  
Corporation, filed voluntary petitions for relief under
Chapter 11 of the United States Bankruptcy Code on
September 10, 1998 in the United States Bankruptcy Court
for the Southern District of Texas, Houston, Texas.  
EqualNet Wholesale Services, Inc.  is being administered
separately.  The Debtors, as debtors and debtors-in-
possession, will continue to manage and operate each  
company's assets and businesses pending the confirmation of
reorganization plans subject to the supervision and orders
of the Bankruptcy Court.


FULCRUM DIRECT: Notice of Commencement of Cases
-----------------------------------------------
Fulcrum Direct Inc., Fulcrum West, LLC and Equipment Bond
Purchaser, Inc. filed voluntary petitions for relief under
chapter 11 on July 30, 1998.

A meeting of creditors is scheduled for October 2, 1998.


GIBSON'S DISCOUNT: Receives $25 Million Line of Credit
------------------------------------------------------
BankBoston Retail Finance Inc. announced today that it has
provided a $25 million revolving line of credit and a $3
million term loan to Gibson's Discount Stores.
Headquartered in Dodge City, KS, Gibson's offers a broad
range of general merchandise through its 22 locations in
six midwestern states. Funds will be used to support the
company's emergence from bankruptcy and future working
capital needs.

"We are delighted to be able to assist Gibson's by
providing them with the enhanced liquidity they will need
to implement their business strategy," said Ward K. Mooney,
president of BankBoston Retail Finance. "We worked closely
with Gibson's management team to create a unique financing
package and we look forward to a long and successful
relationship."

"We're pleased with the progress that Gibson's has made
over the past several months during our reorganization and
emergence from bankruptcy," commented Michael Henderson,
president and CEO of Gibson's. "BankBoston Retail Finance  
was an important part of this process. They demonstrated a
high level of responsiveness and superior knowledge of our
business goals and we view them as a partner in our
continued progress."

BankBoston Retail Finance Inc. is one of the leading asset-
based lenders in the country exclusively devoted to the
retail industry. The company's staff, many of whom are
former retailers, bring a wide range of expertise to each  
relationship. BankBoston Retail Finance provides inventory-
based working capital loans, long-term capital for
expansion, turnaround financing, capital markets advisory
services, global trade finance and cash management
services.  The company has agented more than $2 billion in
financing to retailers across the U.S. and Canada.

BankBoston Retail Finance is a subsidiary of BankBoston,
N.A., the nation's 16th largest bank holding company with
assets of $70.5 billion as of March 31, 1998.


GREATE BAY HOTEL: Judge Michels Appointed Arbitrator
-----------------------------------------------------
The Honorable Herman D. Michels was appointed impartial
arbitrator for the debtor's alternative dispute resolution
procedure.  The amount of compensation to be paid to Judge
Michels for the professional services rendered will be
fixed by the Court upon appropriate application.


JAPAN LEASING CORP: Debts of $16 Billion
----------------------------------------
Japan Leasing Corp., Tokyo, filed for bankruptcy protection
on Sunday night with debts of $16 billion, which makes it
the largest bankruptcy filing since World War II, The
Washington Post reported. The filing signals the Japanese
Liberal Democratic Party's willingness to allow firms to
collapse in order to restabilize the country's financial
system. An affiliate of Long-Term Credit Bank of Japan
Ltd., a large Japanese bank also on the brink of
bankruptcy, Japan Leasing was founded in 1963 and
has 1,300 employees. In Japan there are two types of
corporate bankruptcy filings. Under liquidation, assets are
sold to pay creditors' claims and the company then ceases
to operate. Under reorganization, a company is protected
from creditors while it develops a plan to pay its debts.
(ABI 28-Sept-98)


KENETECH WINDPOWER: Disclosure Statement
----------------------------------------
KENETECH Windpower, Inc., f/k/a U.S. Windpower, Inc. and
the Official Committee of Unsecured Creditors are the joint
proponents of the plan of reorganization.  

The plan provides for the concurrent transfer of funds by
the Estate to a Disbursing Agent, in trust, for
distribution to holders of Allowed Claims as of the
Effective Date, and the establishment of reasonable cash
reserves for Disputed Claims including Administrative
Claims which may be filed after the Effective Date and for
expenses necessary to finalize the liquidation of the
assets of the Estate and resolve the Disputed Claims, and
the ultimate transfer of such reserves and all remaining
non-cash assets of the Estate to the Liquidating Trust
pursuant to the terms of the Liquidating Trust Agreement
and the Plan.  Thereafter, the non-cash assets of the
Liquidating Trust will be sold with the net proceeds
distributed to pay the costs incurred by the liquidating
Trustee.


KOCH LABEL: Files Chapter 11 Petition
-------------------------------------
Stamford company has filed for **bankruptcy** on behalf of
a printing company it owns in Evansville, Ind.

Koch Label Company L.L.C., c/o The Excellence Group at 1011
High Ridge Road, filed a Chapter 11 petition in U.S.
District Bankruptcy Court in Bridgeport, listing assets of
$11.67 million and liabilities of $12.45 million.

Bridgeport attorney Craig A. Lifland, who is representing
Koch, said the filing will give his client time "to work
out a problem with a lender."

The Bankruptcy Court recently issued an order allowing an
influx of cash to continue operations at the Indiana plant,
which employs 85, he said.  "The plant was shut down a week
or two, but (is) up and running as of today," Lifland said.
The Excellence Group and a small staff own and manage the
plant from offices in Stamford. Bankruptcy documents
indicate that Koch Label and its subsidiaries are  
engaged in the manufacture of rotogravure die-cut and roll
labels for the food, beverage and packaged goods industry.
(Fairfield County Business Journal; 09/07/98)             
  

LA VIDA LLENA: Disclosure Statement Approved      
--------------------------------------------
The disclosure statement submitted by La Vida Llena
LifeCare Retirement Community has been approved by the
United States Bankruptcy Court for the District of New
Mexico.

Concurrently with the voluntary Chapter 11 petition filed
on Aug. 12, 1998, La  Vida Llena also filed its pre-
negotiated consensual reorganization plan
under Chapter 11.

The plan involves the issuance of new industrial revenue
bonds by the City of Albuquerque to refinance the existing
bonds, as contemplated by the previously- announced
Agreement in Principle between La Vida Llena and its
majority  bondholders.

On Aug. 3, 1998, the Albuquerque City Council unanimously
adopted an ordinance to authorize the new bond issuance for
La Vida Llena, which involves no liability for the city.

The refinancing plan must be voted on by certain
bondholders by Nov. 16, and is subject to confirmation by
the Bankruptcy Court, which has scheduled a
confirmation hearing for Dec. 1, 1998.

The 15-year-old retirement center's bond debt is about $50
million. The refinancing plan, if confirmed and
implemented, would reduce the overall bond indebtedness,
debt service and interest rates. Operations of the
retirement  center are to continue as usual, and the plan
contemplates that no employee or vendor obligations will be
affected.

"The court's approval of the disclosure statement permits
La Vida Llena to initiate the last stage of the Chapter 11
reorganization, approval and implementation of the plan,"
said La Vida Llena's attorney, Robert Jacobvitz.  
"If the plan is confirmed by the court, we expect the new
bonds to be issued on or about Dec. 15. The plan then
becomes effective as soon as the new bonds are issued."

Founded in 1983 by four Albuquerque churches -- First
Presbyterian Church, The Cathedral Church of St. John
(Episcopal), First Methodist Church and St. Paul  
Lutheran Church -- La Vida Llena is an independent,
nonprofit New Mexico corporation, with about 190 employees
and serving nearly 400 residents.


LIBERTY HOUSE: Directors Continue to Battle
-------------------------------------------
Bart A. Brown, Stewart M. Kasen and S. Donley Ritchey,
independent directors of Liberty House, Inc., ask that the
court deny the motion brought by the "JMB Board" and JMB
Realty Corporation seeking reconsideration of the court
order authorizing the employment and retention of Cleary,
Gottlieb, Steen & Hamilton as special counsel to the
Directors.  They state that there is no legal basis for
reconsideration of the Order.  

The independent directors state that the only issue raised
by JMB is a technical one relating to the method in which
the secured lenders acted to vote their shares to install
the Current Board of independent directors.  the issue is
whether the voting should have been done by the old agent
for the bank group or the new one appointed pursuant to a
document signed by Steve Plonsker, then an officer of
Liberty House and of JMB Realty.   The independent director
s do not believe that there is any merit to the JMB
argument, but in any event they state that this would be a
curable defect, and the Court should permit the secured
bank lenders to fix any procedural defect in the voting and
to reelect the Current Board, particularly if the result
were to prevent the debtor from being governed by a group
of JMB employees who will advance JMB's interests tot he
detriment of all other parties in interest in the case
rather than by independent directors.  The independent
directors further state that the court properly authorized
Cleary Gottlieb's Special Retention and JMB presents no
authority to the contrary.


MCGINNIS PARTNERS: Taps Christy & Viener
----------------------------------------
McGinnis Partners Focus Fund, LP, debtor and Russia Value
Fund, LP, debtor, filed an application to employ Christy &
Viener as general co-counsel.  The firm will work closely
with co-counsel Jeffers & Banack, Inc. to provide
professional services without duplication of effort,
including: giving debtor legal advice, assisting the debtor
in the preparation and filing of all schedules, preparing
pleadings, preparing a plan and litigating any claims.  The
firm charges hourly rates of between $130-$260 for
associates and $85-$200 for paraprofessionals.


MCGINNIS PARTNERS: Settles With Goldman Sachs
---------------------------------------------
McGinnis Partners Focus Fund, LP, filed an application to
settle all accounts between the debtor and Goldman Sachs.  
They have agreed that Goldman Sachs owes the debtor
$1,873,610.28 million as full and final settlement of all
of the transactions between them.


PARADISE HOLDINGS: Seeks To Sell Assets For $2.5 Million
--------------------------------------------------------
Paradise Bakery, Inc. and Paradise Holdings, Inc., debtors
seek to sell substantially all of the operating assets of
the food service and franchising business of Paradise
Bakery to Paradise Acquisition, Inc.  The parties agree
upon a sale price of l$2.5 million.  None of the current
officers or directors of Paradise Holdings or Paradise
Bakery currently have any interest in the Buyer.  The Buyer
will be capitalized in the amount of at least $2.7 million
for the purpose of funding the sale price and providing
adequate working capital for post-closing operations.  The
sale includes a compromise of all controversies with the
franchisees.  Paradise Bakery alleges that in total the
franchisees woe it approximately $580,000 for royalties
due.


PERK DEVELOPMENT: Seeks OK To Assign 32 Leases
----------------------------------------------
Perk Development Corporation, debtor and Brambly
Associates, debtor seek court authority for the conditional
assumption and assignment of 32 leases of nonresidential
real property, conditioned upon confirmation of a plan
selling debtors' assets to an assignee or nominee of Travel
Ports of America, Inc. or any other purchaser of
substantially all of the assets of the debtors.

Perk, Brambury and Travel Ports entered into a Letter of
Intent to sell substantially all of Perk's and Brambury's
assets to Travel Ports for the current sum of
$12,367,308,000.  Travel Ports has determined that it has
an interest in operating 32 of the debtors' leases.

The debtors seek authority to conditionally assume and
assign the 32 leases, conditioned upon debtor obtaining
confirmation of their proposed plan of orderly liquidation
selling debtors' assets to Travel Ports or Purchaser and
the agreements of the affected landlords to the above-
identified lease modifications required by Travel Ports.


PHARMACY FUND: Chapter 11 Filing is a Bitter Pill   
-------------------------------------------------        
A Manhattan company that guaranteed prescription drug
payments to 2,100 pharmacies nation-wide filed for
bankruptcy last week, instantly choking the cash flow of
scores of small New York drugstores.

While the city's independent drugstores could be devastated
by the Chapter 11 filing of the Pharmacy Fund, major chain
stores won't go unscathed. Duane Reade was one of the
company's largest customers.

When the Pharmacy Fund was founded in 1993, it enticed
local drugstores with a simple promise. The company would
buy their prescription drug claims receivables for fees
ranging between 1,25% and 2% of the amount. The company  
then pledged to deposit money for the claims in the
pharmacists' bank accounts within 48 hours.

Last year, the fund processed $700 million in transactions.
For local pharmacists, the lure of immediate cash was
irresistible. Between 60% and 80% of a prescription drug
business is paid for by third-party payers, typically
insurers. Reimbursement usually takes between 30 and 45
days. Because pharmacists essentially extend credit on each
prescription, they are left with sizable receivables each
month.

Many pharmacies were willing to take a chance on the
unproven company because of the increasing pressures on
their profits caused by managed care discounts and
competition from chain stores.

This Chapter 11 filing leaves these pharmacists without
immediate access to their money.  "The question is what
happens to their cash flow, and will this put them out
of business," says David Berger of the law firm Allegaert
Berger & Vogel, which  represents the New York City
Pharmacists Society.

Duane Reade's financial exposure to the Pharmacy Fund's
collapse is unknown, and the chain declined to comment.
"It's going to be pretty brutal," admits Ben Silberman,
owner of Village Medex Drugs on Staten Island, who says the
fund owes him thousands of dollars. "This stops cash flow."

Fast growth is what doomed the Pharmacy Fund. The company
was unable to develop the computer systems and procedures
needed to collect millions of dollars in receivables,
according to the bankruptcy filing. The company's  
collection procedures were particularly faulty, and by the
time it filed for protection it had amassed roughly $35
million in receivables, $18 million of that amount aged
more than 180 days.

The company's owners tried to sell the company before it
filed for bankruptcy, and some potential buyers remain
interested.

The fund had assets of $1 million as of June 30 and
liabilities of $75 million, according to its bankruptcy
filing. The company went belly-up after negotiations
between its founders and Prudential Securities, which owns
15% of the privately held company, proved fruitless.

Since August 14, the fund has been run by David Pauker of
turnaround specialist Goldin Associates. Prudential, which
late last year issued a three-year, $200 million revolving
line of credit to the fund, accepted the resignations of
its founders, Fred Tarter and Jeffrey Greene, early last
week and took control of the company.

Other fund stockholders include Bergen Brunswig Corp. and
Johnson & Johnson Development Corp. The largest local
unsecured creditors are Piper & Marbury  (owed $446,878),
Bankers Trust ($300,000), Comtex Information Systems
($86,457)  and Oxford Health Plans ($84,746). ******                            
(Crains New York Business; 09/14/98)                 


PHARMACY FUND: Trustee Names Creditor Panel
-------------------------------------------
The U.S. Trustee acting in Pharmacy Fund Inc.'s Chapter 11
proceedings has appointed an official committee of
unsecured creditors: Duane Reade Inc.; Vanguard
Temporaries; Comtex Information Systems Inc.; National Data
Corp.; Medicine Shoppe International; Kenneth Silverman (as
operating trustee of APP Inc.); Saxon Chemists Inc.;
Community Distributors Inc.; and Good Neighbor
Pharmacy/Hylan Medicine Cabinet, which chairs the panel.
The committee has retained Togut Segal & Segal as the
committee's counsel. (The Daily Bankruptcy Review and ABI
28-Sept-98)


ROYAL OAK: Writes Down Some Assets
----------------------------------
Kirkland-based Royal Oak Mines Inc. said it will take a $53  
million pretax charge in the third quarter to reflect a
drop in the value of some assets because of low gold
prices.

The gold producer said the non-cash charge isn't expected
to significantly affect cash flow from operations, or
earnings before interest, taxes, depreciation and
amortization this year. The company is writing down the
value of its mine assets in Timmins, Ontario, and
Yellowknife, Northwest Territories.

In June, Royal Oak completed negotiations for a $120
million loan to help pay creditors for work at its new gold
and copper Kemess mine in British Columbia. The company has
pinned its hopes on the mine, which opened in May.

Royal Oak President Peggy Witte said in a statement
yesterday that the company believes it is "prudent" to take
the writedown because "we do not expect the gold price to
increase significantly in the near term."

Yesterday, gold for delivery in December fell $1.10 to
$290.50 an ounce in New York. (Seattle Post-Intelligencer;
09/23/98)                     


SOUTHERN AIR: Stops Flights
---------------------------
Southern Air Transport, the cargo airline out of Columbus,
Ohio that flew into Columbus amid fanfare in 1995 and was
once owned by the CIA, has grounded itself because of
financial problems.

The company fired 450 employees nationwide, including
flight crews, maintenance workers and support personnel. It
kept 30 workers, mostly at its Columbus headquarters.

The company leases a maintenance facility at Rickenbacker
International Airport, where its plans for a $60 million
headquarters and maintenance facility never succeeded.

The company is recalling its planes, including five Boeing
747s that will head to Rickenbacker. One is grounded in
Miami after three of its tires blew out after takeoff
Monday. Eleven Lockheed L-100 Hercules planes are headed
for its facility in Marana, Ariz.

Southern Air officials are considering ways to liquidate
assets. If the company files for bankruptcy protection from
creditors,  it will do so at the end of next week according
to a company spokesperson.

"We've been having financial problems the last couple of
years that's no surprise," Hernandez said. "We thought
things would get better, but they didn't."

Those lining up for payment of outstanding debts will
include the state of Ohio. When Southern Air moved to
Columbus from Miami, the Ohio Department of  
Development issued the company a $500,000 grant for
infrastructure improvements and equipment. Southern Air was
owned by the CIA from 1960 to 1973.
  

TECHNIMAR INDUSTRIES: Disclosure Statement Summary
-------------------------------------------------
The debtor, Technimar Industries, Inc. proposes a plan of
reorganization consisting of a sale of 80% of the common
shares in the Company to the buyer in return for an
investment of $10 million as well as the obtaining of $13
million of financing.  Debtor's post-confirmation
operations will consist of continuing the start up of the
manufacturing and distributing its product throughout the
U.S. and Mexico.  This is to be accomplished through its
existing network of 6 fabricators and distributors and
additional distributors and fabricators over the next
several years.

The plan should be viewed in light of another alternative,
conversion of the reorganization proceeding to a
liquidation proceeding under Chapter 7, in which the
remaining assets would be abandoned by a trustee in
bankruptcy, leaving nothing for unsecured creditors or
equity holders.

The Committee of Unsecured Creditors consists of Marquette
Capital Bank, NA, Lock Family Trust, and Electric
Engineering Consulting Services, LL. The attorney for the
Committee is Thomas Wallrich.


UNISON HEALTHCARE: Wayland Investment Fund Objects to Plan
----------------------------------------------------------
Wayland Investment Fund, LLC holds $9 million 12 1/4%
Senior Notes due 2006 issued by Unison Healthcare
Corporation.  Under the plan Wayland will receive a pro
rata distribution of  5,635,000 shares of new common stock
plus a pro rata distribution of the Claims Litigation
membership units, plus a pro rata share of a new senior
note in the principal sum of $24,400,000.

Wayland argues that the plan maximizes the value to be
received by the Senior Creditors and the Subordinated
Creditors to the detriment of Wayland and the General
unsecured creditors, and that the "pour over" to senior
creditors violates the bankruptcy code.


VENTURE STORES: Disclosure Statement Hearing Set - Oct. 16
----------------------------------------------------------
Venture Stores, Inc. filed a plan of liquidation under
Chapter 11.  A hearing is set to consider the approval of
the Disclosure Statement on October 16, 1998 before the
Honorable Roderick R. McKelvie.

The projected cash available for distribution under the
plan and on and after the Effective Date is $76,051.
The estimated total distribution on account of general
unsecured claims under the plan, excluding Convenience
Claims is $65,473.


WESTMORELAND: Plan Withdrawn - Chapter 7 or Dismissal
-----------------------------------------------------
The only plan of reorganization on the table for
Westmoreland, submitted by the United Mine Workers of
America Pension and Benefit Funds (Funds), has been
withdrawn and all parties are looking toward the Oct. 14
hearing on motions to convert the case to Chapter 7 or
dismiss it altogether.  The U.S. District Court ruled in
August that UMWA 1992 Benefit Plan v. Rushton (In re
Sunnyside Coal Co.) applies to Westmoreland and held that
the Funds' claims are entitled to administrative priority
and cannot include the present value of future assessments.  
The decision, which reversed an earlier bankruptcy court
judgment, also rendered the Funds' plan, which incorporated
the bankruptcy court's ruling, unconfirmable. (Federal
Filings Inc. 28-Sept-98)


WINDSOR ENERGY: Committee Taps Baker & McKenzie
-----------------------------------------------
The Official Committee of Unsecured Creditors of the
debtors, Windsor Energy US Corporation and Rincon Island
LP, seek to employ Baker & McKenzie as general counsel, t
advise and represent it in these bankruptcy cases.  The
firm's normal hourly billing rates range from $450 to $170
for attorneys.  The firm will advise the Committee with
respect to its statutory powers and duties; advise the
Committee and consulting with the debtors concerning the
administration of the cases; assist the Committee in its
investigation of the acts, conduct, assets and financial
condition of the debtors, advise the Committee regarding
the plan of the debtors, prepare legal papers, represent
the Committee in matters before the court.  The members of
the Committee are American Pacific Marine, Inc., B&B
Surplus, Inc., LLP, KUDU California, KVS Transportation,
Inc., Pacific Performing, Inc., Rosenthal, Monhait, Gross &
Goddess on behalf of Petrotech International, Inc., and
Weatherford Enterra.


Meetings, Conferences and Seminars
----------------------------------

September 9-13, 1998
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Annual Convention
         Sheraton El Conquistador, Tuscon, Arizona
            Contact: 1-803-252-5646

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

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

September 23-24, 1998
   MINNESOTA STATE BAR ASSOCIATION
      1998 Bankruptcy Institute
         Regal Minneapolis Hotel, Minneapolis, Minnesota
            Contact: Minnesota CLE
            
September 25-26, 1998
   VIRGINIA CONTINUING LEGAL EDUCATION
      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
   AMERICAN LAW INSTITUTE-AMERICAN BAR ASSOCIATION
      Real Estate Defaults, Workouts, and Reorganization
         Charleston, South Carolina
            Contact: 1-800-CLE-NEWS

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

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

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

November 9-10, 1998
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Conference on Corporate Restructurings: Asia
      Indonesia * Thailand * South Korea
         The Radisson Empire Hotel, New York, New York
            Contact: 1-903-592-5169 or ram@ballistic.com   

November 17-18, 1998
   AIC WORLDWIDE
      Retail Credit Card Management & Collections
         Chicago Hilton & Towers, Chicago, Illinois
            Contact: 1-212-714-1444

November 20-23, 1998
   COMMERCIAL LAW LEAGUE OF AMERICA
      78th Eastern District Meeting
         New York Marriott World Trade Center, New York
City
            Contact: Warren Pinchuck, New Hyde Park, New
York

November 30-December 1, 1998
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Distressed Investing '98
         The Plaza Hotel, New York, New York
            Contact: 1-903-592-5169 or ram@ballistic.com   

December 3-5, 1998
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin La Paloma, Tuscon, Arizona
            Contact: 1-703-739-0800

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

Febraury 28-March 3, 1998
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Institute I
         Olympic Park Hotel, Park City, Utah
            Contact: 1-770-535-7722

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

April 26-27, 1999
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Bankruptcy Sales, Mergers & Acquisitions
         The Mark Hopkins, San Francisco, California
            Contact: 1-903-592-5169 or ram@ballistic.com   

April 28-30, 1999
   INTERNATIONAL FEDERATION OF INSOLVENCY PROFESSIONALS
      INSOL Bermuda '99 Conference of the Americas
         Castle Harbour Marriott Resort
            Contact: INSOL@weil.com
         
                     *********

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.  

           * * *  End of Transmission  * * *