TCR_Public/981005.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
   Monday, October 5, 1998, Vol. 2, No. 194


APS HOLDING: $7 Million Offer For Distribution Center
BOSTON CHICKEN: Franchisees Lost $46 Million
CALDOR INC: Given Extra Six Months
CELLPRO INC: Patent Case Results in Bankruptcy
CONSOLIDATED STAINLESS: Committee Seeks To Convert Case

CROWN BOOKS: Gets OK For Return Pact With Vendors
DISCOVERY ZONE: Completes Financing in July
EQUALNET: Willis Group Reports Stock Ownership
ERLY INDUSTRIES: ERLY Announces New Chairman and CEO                       
FULCRUM DIRECT: Order Authorizes Extension of Financing

GEOTEK COMMUNICATIONS: To Shut Down U.S. Based Networks
KIA MOTORS: Two American Companies Asked to Bid
KIWI INTERNATIONAL: Chapter 11 Trustee Appointed
MARVEL ENTERTAINMENT: Consummation of Plan Announced

MOLTEN METAL: Response By Trustee To Order To Show Cause
NATIONAL RECORD: Registers 400,000 Shares of Common Stock
NEWMONT MINING: Attorney Issue Letter of Opinion
ORGANIK TECHNOLOGIES: Files Plan and Disclosure Statement
PENNCORP FINANCIAL: Reports Amendment to Prospectus

SOUTHERN PACIFIC: Files Chapter 11 Petition
SOUTHERN PACIFIC: Standard & Poor's Ratings Lowered
SYNCRONYS SOFTCORP: Reports $93,643 Loss For Month
UNISON HEALTHCARE: Revises Projections Downward
WSR CORPORATION: Seeks To Extend Exclusivity

WINDSOR ENERGY: Committee Taps Ferry & Joseph
WINDSOR ENERGY: Debtor Opposes Change in Venue


APS HOLDING: $7 Million Offer For Distribution Center
APS Holding Corp. is seeking approval to sell its Monroe,
La., distribution center and all related assets to Rankin
Automotive Group Inc. for about $7.4 million plus accounts
receivable and the assumption of certain liabilities.  In
connection with the proposed sale, which is subject to
higher bids, the auto parts distributor is also seeking
authorization for bidding procedures that include a
$100,000 breakup fee for Rankin if, as the the stalking
horse bidder, it fails to submit the highest bid at an
auction. (Federal Filings Inc. 01-Oct-98)

BOSTON CHICKEN: Franchisees Lost $46 Million
Boston Chicken Inc.'s franchisees lost as much as $46
million during one year of operation, according to audited
financial statements filed with the Securities and Exchange

The financial woes of each of the Golden-based company's 10
franchisees -  called area developers in Boston Chicken
lingo - were revealed for the first time in the documents
filed Monday. The statements, audited by Arthur Andersen,
showed individual franchisee losses for 1995, 1996 and
1997, as well as losses for the first two quarters of 1998.

Hardest hit was R&A Food Services LP, the company that had
the development rights to all or portions of Florida,
Georgia, Alabama and Mississippi. R&A had  100 stores open
at the end of December 1997 and had posted $98 million in  
losses for 1995 through 1997 and the first two quarters of
1998 combined.

Finest FoodService LLC, the franchisee for portions of
Kansas, Missouri, Nebraska, Minnesota, South Dakota and
Iowa, posted the second-biggest combined loss of $95.4
million during the same period.

BCE West LP, the franchisee for Colorado, New Mexico,
Idaho, Utah, Wyoming, Arizona and Nevada, reported $53.4
million in total net losses during the 3 1/2-
year period audited.

In the case of most of the franchisees, which at the time
controlled 525 restaurants, the losses got larger from year
to year.

In March 1996, Boston Chicken disclosed that its
franchisees were losing money and would continue to do so.

"It's pertinent news but not shocking that in the
development stages even a majority of area developers were
posting net losses," Paul Westra, a stock analyst with
Salomon Brothers, said at the time of the announcement.
The individual stores, however, were making money, said
Karen Rugen, Boston Chicken's senior vice president of

"The stores have always been profitable," Rugen said
Wednesday. "We always said area developers would have
losses because they weren't generating enough  
money to also cover their corporate overhead for all the
expansion that was being done."

Boston Chicken, the upstart restaurant company that during
its heyday in the mid-1990s opened roughly one store per
day, abruptly halted expansion earlier this year to
concentrate on converting to a company-owned system and to
boost sales.  Since that time, the 10 franchisees have
converted their holdings to Boston Chicken-owned
properties. The company now owns roughly 90 percent of each
of the franchisees.

J. Michael Jenkins, the CEO who took over in May when
Boston Chicken founders Scott Beck and Saad Nadhir exited
the company, convinced the company's major lenders to drop
their weekly per-store- sale requirements.  Jenkins is now
renegotiating terms of the rotisserie-chicken company's  
roughly $800 million debt to avoid possibly sending the
company into bankruptcy. He faces an Oct. 17 deadline for a
$280 million payment.

"We continue negotiations with the bondholders as well as
the senior lenders," Rugen said.  Boston Chicken is also
trying to sell its 52 percent interest in Einstein/Noah
Bagel Corp. When the bagel chain went on the market earlier
this year, Boston Chicken's investment was worth roughly
$96 million.

At Wednesday's per-share-price of $1.25 for Einstein/Noah,
Boston Chicken's share of the bagel company is worth
roughly $25.2 million.  Additionally, Boston Chicken is
considering selling its real estate assets to raise capital
- valued at roughly $100 million - and leasing back the  
restaurants from a new landlord.

Meanwhile, Boston Chicken has requested a hearing with the
Nasdaq National Market System about the restaurant
company's potential delisting. Nasdaq notified Boston
Chicken in August that the company had failed to maintain a  
stock price of $5 or more in a 30-day period from mid-May
to the end of June.

Boston Chicken was told by Nasdaq that if the stock
performance couldn't meet Nasdaq requirements within 90
days, Nasdaq could bump the company to the small-
capitalization market. Boston Chicken's stock slipped under
$5 per share on April 1 and has stayed there, with the
exception of May 1 when the stock closed at $5.

Since Sept. 4, the stock has been trading at under $1 per
share. The stock closed Wednesday at 75 cents per share, up
3 cents. Melissa Marsden, Boston Chicken's senior vice
president of investor relations, said the Nasdaq hearing  
won't likely occur until after the Oct. 17 loan-payment
deadline. (Denver Post-10/01/98)

CALDOR INC: Given Extra Six Months
A U.S. bankruptcy court has given discount retail chain
Caldor Corp. an extra six months to reorganize its
finances. Caldor, which filed for protection from its
creditors under Chapter 11 of the U.S. Bankruptcy Code in
1995, will have until March 1, 1999, to file its
reorganization plan with the court.  Caldor, based in
Norwalk, Conn., previously had until Sept. 1 to file its
plan.  The Chapter 11 filing frees the company from the
threat of creditors' lawsuits while it reorganizes
its finances. Caldor has annual sales of $2.5 billion and  
245 stores in nine states. (Daily Record Baltimore;

CELLPRO INC: Patent Case Results in Bankruptcy
After twice being found guilty of willfully infringing on
the Johns Hopkins University's patented technology, CellPro
Inc. said yesterday that it is filing  for bankruptcy,
firing most of its work force and selling its assets to a  
California biotechnology company.

CellPro also is paying the university and co-plaintiffs
more than $15 million in damages and attorneys' fees.
In addition, CellPro's president and chief executive
officer, Richard Murdock, is resigning from the company and
92 other employees will be fired. The company ceased its
European operations Monday.

In August, the U.S. Court of Appeals in Washington, D.C.,
upheld a decision  that the Bothell, Wash., company
illegally used Hopkins' technology for a blood- filtering
device used in the treatment of cancer.

Hopkins had licensed the technology to New Jersey's Becton
Dickinson & Co., which in turn allowed Baxter Healthcare
Corp. to produce the blood-filtering product. Baxter's Food
and Drug Administration approval is still pending.

Under the new agreement, CellPro will sell its intangible
assets - - including intellectual property, research and
cell banks -- for $3 million to Nexell Therapeutics Inc. of
Irvine, Calif.  Nexell is jointly owned by Baxter  
and VIMRx Pharmaceuticals Inc. of Wilmington, Del.

In order to give patients access to the filtering device
until Baxter can get FDA approval, CellPro will keep a
skeleton staff and continue to make the product, and Baxter
will distribute it. Baxter Healthcare is a subsidiary of  
Baxter International Inc.

"Ultimately, CellPro will be shut down," said Mark J.
Handfelt, CellPro's vice president and general counsel. He
said about 25 employees will remain on the job until early
next year. In accordance with the federal court order,
CellPro will pay the university, Baxter Healthcare and
Becton Dickinson -- the three plaintiffs in the case --  
$7.6 million in damages and $8 million in legal fees.
All agreements are subject to being approved by the
bankruptcy court.

"It's a very positive message for universities that develop
technology, because it is confirmation of the willingness
of the federal courts to step in and prevent unlawful
exploitation of patented technology," said Donald Ware of  
Foley, Hoag & Eliot LLP in Boston, who represented the
three plaintiffs.   "Had CellPro succeeded in its business
strategy, it would have been very troubling for
universities who seek to license technology to companies,"
Ware said. "Why should a company pay for technology if
another company can get it for free?"  (Baltimore Sun-

CONSOLIDATED STAINLESS: Committee Seeks To Convert Case
The Official Committee of Unsecured Creditors of
Consolidated Stainless, Inc., is asking the court for the
conversion of the case to Chapter 7.

The Committee states that the debtor is incapable of
rehabilitating its business and confirming a plan of
reorganization.  Funding for the debtors' operations has
been terminated, employees have been dismissed, operations
have ceased, and despite all efforts and representations to
the contrary no "white knight" funders have surfaced with
definitive commitments to fund a confirmable plan.  Certain
equipment lenders have obtained stay relief and are
presently foreclosing or seeking to foreclose on the
collateral securing their claims.

With no prospect of rehabilitation and no apparent interest
on behalf of Mellon to negotiate a liquidating plan, the
Committee sees no legitimate purpose served by further
administering this case in Chapter 11.

CROWN BOOKS: Gets OK For Return Pact With Vendors
Crown Books Corp. received approval for an inventory return
agreement with vendors of magazines, newspapers, and
periodicals that grants vendors superpriority
administrative status and renews their relationship with
the retailer. The order renders the claims pari passu with
those of Ingram Book Co. and junior to the superpriority
claims of debtor-in-possession lenders Paragon Capital LLC
and Foothill Capital Corp., as well as professionals hired
by Crown or the official creditors' committee.  As
reported, Ingram received a superpriority claim in exchange
for accepting returned merchandise and resuming its
supplier relationship with the bookseller. (Federal Filings
Inc. 01-Oct-98)

DISCOVERY ZONE: Completes Financing in July
On July 17, 1998, the Company completed a $29.5 million
financing. The Company issued $20.0 million principal
amount of Private Notes as part of the Unit Offerings
pursuant to exemptions from, or in transactions not subject
to, the registration requirements of the Securities Act
and applicable state securities laws. The Exchange Offer
relates to the exchange of $20.0 million aggregate
principal amount of Exchange Notes for an equal
aggregate principal amount of Private Notes.

A full-text copy of the filing is available via the
Internet at:

The Willis Group, LLC reports a 40% ownership, or
beneficial ownership of 7,632,966 shares of common stock of
Equalnet Communications Corp. Michael T. Willis, reports
beneficial ownership of 8,132,966 shares of Common Stock or
42% of the class; Mark Willis and James T. Harris each
report beneficial ownership of 7,632,966 shares of common
stock, or 40% of the class;

This Amendment No. 4, reported to the SEC relates to the
Common Stock, par value $.01 per share of Equalnet
Communications Corp., a Texas corporation, formerly known
as Equalnet Holding Corp.

A full-text copy of the filing is available via the
Internet at:

ERLY INDUSTRIES: ERLY Announces New Chairman and CEO                       
The board of directors of ERLY Industries (Nasdaq:ERLYE)
Thursday announced that it has elected Nanette  
N. Kelley as chairman, president and chief executive
officer of the company.

On Monday, ERLY filed Chapter 11 Reorganization in Federal
Bankruptcy Court in Corpus Cristi, Texas.  Commenting on
the election, Kelley said, "I hope to be able to recover at
least some of the value of this company."  Further, it
accepted the resignations of Douglas Murphy as an officer
and director of ERLY, Gerald Murphy as an officer and
director of ERLY and Bill Burgess as a director of ERLY.

ERLY Industries owns as its subsidiary company, Chemonics
International, a company in the infrastructure consulting
business based in Washington, D.C.

FULCRUM DIRECT: Order Authorizes Extension of Financing
The court entered an order in the case of Fulcrum Direct,
Inc., Fulcrum West LLC and Equipment Bond Purchaser, Inc.,
debtors, the Loan Facility is extended through and
including October 31, 1998 and the Aggregate Amount is
increased to an amount not to exceed $2,182,000.  IBJ
Schroder Business Credit Corporation will make funds
available to the debtors as provided in the budget.

GEOTEK COMMUNICATIONS: To Shut Down U.S. Based Networks
Geotek Communications, Inc., (OTC:GOTKQ), announced today
that it will shut down its U.S. based digital wireless
networks and cease to provide proprietary wireless mobile  
logistics systems. The company provided notice to its
subscribers in eleven U.S. markets in which it operates,
that service will terminate on October 18, 1998. As part of
this action, the Company will lay off approximately 160  
employees in eleven U.S. markets and at its corporate
headquarters in Montvale,  NJ. The Company filed for
Chapter 11 protection in June 1998 when it had  
insufficient cash to fund its operations. At the time of
the filing, the Company secured a $10M debtor-in-possession
("DIP") financing to support the Company s operations while
it pursued new financing and a plan of reorganization. The
Company is currently attempting to negotiate additional DIP
financing to support the Company s continued pursuit of a
plan and an orderly wind-down of its operations.

International Wireless, Communications Holdings Inc. and
its affiliated debtors seeks authority to retain Berenson
Minella & Company as special financial advisor to the

The debtors have determined that the nature of their
financial difficulties requires them to employ experienced
advisors to render financial and restructuring advisory
services in connection with these Chapter 11 cases.

Berenson Minella will provide advice regarding the
restructuring and re-negotiation of the debtors' debt and
equity; will assist in the implementation of the planned
restructuring and will perform valuation and financial
analysis for the debtor.  The firm will receive a fee of
$125,000 per month plus a success fee papybale upon
confirmation of a plan of $350,000.

KIA MOTORS: Two American Companies Asked to Bid
Two American and three South Korean car manufacturers have
been asked to bid  for the bankrupt Kia Motors, of Seoul.  
Ford and General Motors join Hyundai, Samsung and Daewoo  
in the third auction for the company, after two  
previous attempts fell through. Some creditor banks,
including state-controlled Korea Development Bank, are said
to have agreed to write off more Kia debt.

KIWI INTERNATIONAL: Chapter 11 Trustee Appointed
The court ordered the appointment of a Chapter 11 trustee
for Kiwi International Air Lines Inc.'s estate to
investigate and pursue any potential causes of action the
estate may possess.  Kiwi last year sold substantially all
its assets, including its name, goodwill, equipment,
tickets, and contractual obligations, to Kiwi International
Holdings Inc., a non-bankrupt entity formed by Dr. Robert
Edwards, a Baltimore physician, for about $16.5 million.  
The purchase agreement allowed the committee to preserve
the estate's causes of action, which include possible
fraudulent transaction and avoidance claims, for creditors'
benefit. (Federal Filings Inc. 01-Oct-98)

MARVEL ENTERTAINMENT: Consummation of Plan Announced
Toy Biz, Inc. (NYSE: TBZ) and Marvel Entertainment Group,
Inc. (OTC Bulletin Board: MRVGQ) announced that the  
plan of reorganization for Marvel Entertainment Group that
was proposed by Toy Biz and Marvel Entertainment Group's
senior secured lenders has been consummated and that Marvel
Entertainment Group has merged with, and become a  
wholly-owned subsidiary of, Toy Biz.  Toy Biz also
announced that it has changed its name to Marvel
Enterprises Inc. and that the trading symbol for its
common stock on the New York Stock Exchange has been
changed to "MVL".

The plan of reorganization for Marvel Entertainment Group
was confirmed on July  31, 1998 by the United States
District Court for the District of Delaware, which has been
administering the Marvel Entertainment Group Chapter 11  
bankruptcy cases.

Pursuant to the plan, holders of fixed senior secured
indebtedness of Marvel Entertainment Group will receive
7,900,000 shares of 8% Cumulative Convertible  
Exchangeable Preferred Stock of Marvel Enterprises,
13,100,000 shares of Marvel Enterprises common stock, up to
approximately $232 million in cash (including  
approximately $81 million in payment of debtor-in-
possession financing) and an  interest in a litigation
trust which will pursue various bankruptcy
avoidance  and related litigation claims currently held by
Marvel Entertainment Group. Each share of the 8% Cumulative
Convertible Exchangeable Preferred Stock is  convertible
into 1.039 shares of Marvel Enterprises common stock.

As previously announced, unsecured pre-petition creditors
of Marvel Entertainment Group will receive up to $8 million
in cash, four-year warrants to purchase up to 1,750,000
shares of Marvel Enterprises common stock at a price of
$17.25 per share, three-year warrants to purchase 832,500
shares of Marvel Enterprises common stock at a price of
$12.00 per share, six-month warrants to purchase 936,563
shares of the 8% Cumulative Convertible Exchangeable
Preferred Stock at a price of $10.65 per share (subject to  
increase based on the issue date of the warrants), four-
year warrants to purchase 1,618,750 shares of Marvel
Enterprises common stock at a price of $18.50 per share, an
interest in the litigation trust created to pursue  
bankruptcy avoidance claims and an interest in a second
trust created to pursue litigation claims against Ronald O.
Perelman, who formerly controlled Marvel Entertainment
Group, and various related entities and individuals.

Also as previously announced, holders of Marvel
Entertainment Group common stock and holders of various
securities litigation claims arising out of the  
purchase or sale of Marvel Entertainment Group common stock
will receive three-year warrants to purchase 2,867,500
shares of Marvel Enterprises common stock at a price of
$12.00 per share, six-month warrants to purchase 1,838,438
shares of the 8% Cumulative Convertible Exchangeable
Preferred Stock at a price of $10.65 per share (subject to
increase based on the issue date of the warrants),
four-year warrants to purchase 4,856,250 shares of Marvel
Enterprises common stock at a price of $18.50 per share and
an interest in the litigation trust created to pursue
claims against Mr. Perelman and those related entities and  
individuals.  LaSalle National Bank, which serves as the
trustee for three classes of bonds issued by Marvel
Entertainment Group's parent companies, will receive, in
settlement of litigation claims, three-year warrants to
purchase  300,000 shares of Marvel Enterprises common stock
at a price of $12.00 per  share, six-month warrants to
purchase 225,000 shares of the 8% Cumulative  Convertible
Exchangeable Preferred Stock at a price of $10.65 per
share  (subject to increase based on the issue date of the
warrants), and four-year  warrants to purchase 525,000
shares of Marvel Enterprises common stock at a price of
$18.50 per share.

The distribution of cash and warrants to the unsecured pre-
petition creditors litigation claimants and common
stockholders of Marvel Entertainment Group, will not occur
until further proceedings in the District Court relating to  
Marvel Entertainment Group's bankruptcy have been
completed.  Marvel Enterprises intends to announce the
approximate date of those distributions  after the
conclusion of those proceedings.

Marvel Enterprises financed the acquisition in part with
the proceeds of a $200 million, one year bridge loan which
it intends to refinance with the proceeds  of either a bond
offering or term bank loan.

Joseph Ahearn, who continues in his position as President
and CEO of Marvel Enterprises, commented, "The combination
of these two businesses creates a company able to fully
develop the potential of Marvel Entertainment Group's  
library of widely-recognized characters through media and
related products."

Marvel Enterprises Inc., is a leading entertainment-based
marketing and licensing company operating in the licensing,
comic book publishing, toy, trading card and children's
activity sticker business on a worldwide basis. (PR
Newswire:Wall Street -10/01/98)

MOLTEN METAL: Response By Trustee To Order To Show Cause
Stephen S. Gray, the Chapter 11 Trustee of Molten Metal
Technology Inc., and its debtor affiliates, responds to the
order to show cause why these cases should not be dismissed
entered by the court.

The Trustee states that if the cases are dismissed a
substantial hardship will fall upon the regulatory agencies
who have jurisdiction over the assets of the respective
estates; and any potential return to creditors will be

The Trustee has obtained an additional commitment from the
Lenders to provide financing to allow the Trustee to pursue
an orderly disposition of the assets. Also the lenders have
agreed to a certain "carveout" for the benefit of all
creditors.  The Trustee has developed a plan for a sale of
the assets.  Through such sales the Trustee will
potentially avoid the issues associated with a shutdown and
the risks and costs associated with the same, including an
environmental cleanup problem which may exceed $14 million
as well as severance claims of $2 million.

NATIONAL RECORD MART: Registers 400,000 Shares of Common
National Record Mart Inc. filed a Form 8K with the SEC
relating to a Prospectus covering 400,000 shares of
common stock, $0.01 par value, of National Record Mart,
Inc., which may be offered by the Selling Stockholders or
their respective pledgees, donees, transferees or other
successors in interest from time to time.

The Shares may be acquired by the Selling Shareholders upon
exercise of outstanding warrants to purchase shares of
Common Stock, issued by the Company on April 16, 1998 in a
non-public transaction. The Company will receive no part of
the proceeds from sales of the Shares offered hereby. The
Shares are quoted on the NASDAQ National Market System
("NASDAQ NMS") under the trading symbol "NRMI". On
September 28, 1998, the closing price of the Common Stock
on the NASDAQ NMS was $6-3/8 per share.

A full-text copy of the filing is available via the
Internet at:

NEWMONT MINING: Attorney Issue Letter of Opinion
The Law Firm of White & Case LLP, counsel to Newmont Mining
Corp. gave the following opinion with respect to the
company's Registration Statement:

"We are familiar with the proceedings taken and proposed to
be taken by Newmont Mining Corporation, a Delaware
corporation, in connection with the registration pursuant
to the Registration Statement on Form S-8 (the
"Registration Statement") filed by the Company with the
Securities and Exchange Commission under the Securities Act
of 1933, as amended, of 4,125,000 shares of its Common
Stock, $1.60 par value (the "Common Stock"), issuable
pursuant to the Company's 1996 Employees Stock Plan (the

We have examined such documents, certificates, records,
authorizations and proceedings and have made such
investigations as we have deemed necessary or
appropriate in order to give the opinion expressed herein.

Based on the foregoing, it is our opinion that the
4,125,000 shares of Common Stock referred to above have
been duly authorized by the Company and, when issued and,
in the case of shares to be issued upon exercise of stock
options granted under the Plan, the option price therefor
paid as described in the Plan, will be validly issued,
fully paid and nonassessable shares of Common
Stock of the Company.

ORGANIK TECHNOLOGIES: Files Plan and Disclosure Statement
Organik Technologies Inc. announced that it has filed its
Plan and Disclosure Statement with the court and expects to
emerge from Chapter 11 Proceedings in approximately 60
days. The Plan calls for the renaming of the company to
"CPA  Alliance, Inc." and the installing of an all CPA
management team for the  purpose of rolling up and
affiliating with small accounting firms throughout  the
U.S. The goal is to create a publicly traded full-service
national accounting firm.

According to Daniel Lezak, President of ORGK, for every
eight shares held, the old shareholders of ORGK would
receive one Unit comprising one new share of Common Stock
and one Warrant to purchase one additional share for each
of four separate entities, one of which is the new CPA
Alliance, Inc.. The other three are new companies, called
NEWCOS. These new companies will be utilized to  
benefit old shareholders and creditors. In addition, the
unsecured creditors of ORGK would receive one Unit, as
described herein, for each $5 of an approved  claim. Upon
approval of the Plan, the outstanding debt of ORGK
of approximately  $1.2 million, will be converted into

The newly emerging CPA Alliance, Inc. will be controlled
and operated by CPAs in a profitable manner demonstrated by
the projections included in the Disclosure Statement.
Discussions have begun related to the use of the NEWCOS,  
however nothing of a definitive nature can occur with the
NEWCOS until the Plan has been approved by the Court.
Information related to the three NEWCOS will be released at
a future date. It is estimated that there will be
approximately six  million shares of Common Stock
outstanding after all conversions required by  the Plan.

PENNCORP FINANCIAL: Reports Amendment to Prospectus
PennCorp Financial Group Inc. reports a Seventh Supplement
to Prospectus amending  and supplementing the Prospectus
dated March 9, 1998, as amended and supplemented of
PennCorp Financial Group, Inc. relating to the offer and
sale by the Selling Security holders of (i)(x) up to
2,875,000 shares of $3.50 Series II Convertible Preferred
Stock, par value $0.01 per share of the Company and (y) up
to 4,118,911 shares of common stock, par value $0.01 per
share of the Company or such other number of shares of
Common Stock resulting from an adjustment to the conversion
price of the Convertible Preferred Stock pursuant to the
antidilution provisions of the Certificate of Designation
governing the Convertible Preferred Stock issuable upon
conversion of the Convertible Preferred Stock, and (ii) the
offer and sale by the Company of the Common Stock issuable
upon conversion of the Convertible Preferred Stock.
A full-text copy of the filing is available via the
Internet at:

SOUTHERN PACIFIC: Files Chapter 11 Petition
Southern Pacific Funding Corporation announced today that
the Company has voluntarily filed a petition for
reorganization under Chapter 11 in the United States
Bankruptcy Court for the District of Oregon.

The petition does not involve Southern Pacific Funding's
subsidiaries, National Capital Holdings, Inc., Oceanmark
Financial Corporation, Home America Financial Services,
Inc., Hallmark America Corp., and its U.K. subsidiary,
Southern Pacific Mortgage Limited. The Chapter 11 case is
pending before U.S. Bankruptcy Court Judge Elizabeth L.
Perris and the Company is continuing in business as a  
debtor in possession.

Attempts by the Company to negotiate with its warehouse
lenders with respect to recent notices of default were
unsuccessful, leaving Southern Pacific Funding unable to
continue to fund mortgage loans in the normal course.
Accordingly, the Company filed the bankruptcy petition in
order to obtain an opportunity to reorganize its affairs
under the protection of Chapter 11 and implement its
previously-announced restructuring initiatives. Greenwich
Capital Markets, Inc., has agreed to provide the Company
with post-petition financing consisting of a $100 million
warehouse credit facility and a $12 million working capital  
line of credit (of which not more than $7.5
million may be outstanding prior to  October 5, 1998). A
hearing has been set for later today to obtain court  
approval of the financing arrangement with Greenwich
Capital. The financing commitment will expire not later
than October 16, 1998, by which time Southern Pacific
Funding hopes to have permanent "debtor-in-possession"
financing in  place.

E. James Hedemark, Chief Executive Officer, said, "The
decision to file under Chapter 11 was a difficult one. We
were forced to take this action as a result of difficult
market conditions in the third quarter. We have concluded
that the  best way to protect the value of the Company and
its business is to proceed  with the protection of the
Court. Chapter 11 allows us to continue operating while we
consider all our strategic alternatives, including a sale
of the Company, and develop a restructuring plan."

Southern Pacific Funding Corporation is a Lake Oswego,
Oregon, based specialty finance company that originates,
purchases and sells home equity loans made to borrowers
whose needs are not met by traditional financial
institutions. Southern Pacific Funding and its subsidiaries
originate loans throughout the United States and in the
United Kingdom through diversified origination  
channels. The Company's largest shareholder, Imperial
Credit Industries, Inc. (Nasdaq:ICII), currently owns 47%
of the Common Stock of Southern Pacific Funding.
(Business Wire: WallStreet-10/01/98)

SOUTHERN PACIFIC: Securities are Rated Speculative
Southern Pacific Funding Corp.'s (SPFC) $100  
million 11.5% senior unsecured notes due 2004 are lowered
to 'D' from 'B-' by Fitch IBCA and removed from FitchAlert
negative. The 'D' rating indicates that securities are
extremely speculative, and their worth cannot exceed their  
recovery value in any liquidation or reorganization of the
obligor.  The rating denotes SPFC's filing for bankruptcy
under Chapter 11 of the U.S. Bankruptcy Court based on its
lack of liquidity and funding.  SPFC has negotiated with  
other financial sources to secure alternative long term
financing to preserve  solvency.  SOURCE Fitch IBCA Inc.

SOUTHERN PACIFIC: Standard & Poor's Ratings Lowered
Standard & Poor's lowered its senior debt and long-term
counterparty credit ratings for Southern Pacific Funding
Corp. to triple-'C'-minus from triple-'C'-plus. In
addition, Standard & Poor's affirmed its single-'C' short-
term counterparty credit rating for the company. Southern
Pacific's outlook remains negative.

The downgrade on the Lake Oswego, Ore.-based subprime
mortgage lender reflects growing liquidity worries at the
company, following the announcement that it has obtained a
restraining order against one lender, enjoining it from
selling loan collateral. Southern Pacific also announced
that it is in talks with its warehouse facility lenders
regarding recent notices of default on certain loan  
covenants. The company is seeking to renegotiate amendments
with these  facilities so it can continue to draw on them.
As these facilities are the primary source of funding for
Southern Pacific's mortgage originations, the success of
these negotiations is critical for the company to
remain viable as a  business.

SYNCRONYS SOFTCORP: Reports $93,643 Loss For Month
Syncroys Softcorp reports to the SEC that form the month of
August, 1998, the company experienced a net loss of $93,643
on net sales of $5,194.

UNISON HEALTHCARE: Revises Projections Downward
Unison Healthcare Corp. has revised downward the earnings
projections in its disclosure statement, primarily due to
revised estimates of the impact of the Medicare prospective
payment system (PPS) and reductions in projected occupancy
levels based on current levels.

Due to the implementation of PPS on Jan. 1, 1999, the
healthcare service provider estimates that its Medicare
rates will decline by an average of about 18.6 percent in
1999. The impact of PPS on EBITDA for the nursing
facilities is assumed to be neutral as a result of
reductions in ancillary costs and increased lengths of stay
for Medicare patients, however, Unison estimated that PPS
will negatively impact EBITDA from pharmacy operations due
to lower rates negotiated with nursing care providers.
Occupancy levels are assumed to average 83 percent in 1999
and rise to 88.2 percent by 2003. EBITDA is projected to
total approximately $6.9 million, $9.7 million, and $12.3
million in 1999, 2000, and 2001, respectively. Unison plans
to file an amended disclosure statement, which includes
more complete projections, by Oct. 15. (Daily Bankruptcy
Review and ABI Copyright c October 2, 1998)

WSR CORPORATION: Seeks To Extend Exclusivity
The debtors, WSR Corporation, R&S/Strauss, Inc., National
Automotive Stores, Inc. and National Auto Stores Corp.
seek to extend exclusive periods in which to file a plan of
reorganization and solicit acceptances thereto.  A hearing
to consider the motion will be held on October 14, 1998.
The debtors state that the facts and circumstances
presented justify an extension of the debtor's exclusivity
periods.  The debtors request an extension to file a plan
to and including February 4, 1999 and an extension to
solicit acceptances to the plan to and including April 5,

Given the debtors' capital structure and the diverse
interests of its various creditor constituencies, an
extension of the debtors' exclusivity periods is warranted
based on the size and complexities of these cases.

To promote a consensual plan process, the debtors have on
an ongoing basis provided information to the Creditors'
Committee, and have also established a data room so that
any party with an interest in acquiring the debtors may
conduct due diligence.  The debtors state that it is beyond
dispute that the first four months of the case have
proceeded in an orderly and productive manner, largely as a
result of the efforts of the debtors to maintain continuity
in their operations and promote the exchange of information
and proposals that may ultimately form the basis of a plan
of reorganization.

WINDSOR ENERGY: Committee Taps Ferry & Joseph
The Official Committee of Unsecured Creditors appointed in
the case of Windsor Energy US Corporation and Rincon Island
LP is seeking to retain Ferry & Joseph, PA as Delaware
Counsel to the Committee.  The firm will charge an hourly
rate of between $250 per hour and $150 per hour for
attorney services.

WINDSOR ENERGY: Debtor Opposes Change in Venue
Windsor Energy US corporation and Rincon Island Limited
Partnership respond to the motion of Baker Hughes Inc. a
creditor of the debtor arguing that the venue of these
cases should be transferred in the "interest of justice"
and the "convenience of the parties."

Baker Hughes argues that with most of the debtors;'
operating assets and many of its trade creditors located in
California, the venue of the case should be transferred to

The debtors argues that they expect to file a plan that
will pay unsecured claims in full, and that most parties
involved in this restructuring - the debtor's investors,
their bank lender, senior management and possible sources
of capital for a financial restructuring are not located in  
California.  Furthermore, the debtor states that there is
no widespread support for the motion among the Committee or
other major creditor constituencies.

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.  
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