TCR_Public/981012.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 12, 1998, Vol. 2, No. 199


AHERF: Allegheny General May Need Financial Partner
AMERICAN RICE: Bondholder Stay Relief Bid In Limbo
ATLAS CORPORATION: Agrees To Sale of Cornerstone Industrial
BOSTON CHICKEN: Equity's Return Doubtful
BOSTON CHICKEN: Dropping Name Boston Market

BOSTON CHICKEN: Professionals and Court Data
BRADLEE'S: Boosts Payments to Creditors
BROTHERS GOURMET: Needs Time To Assume Or Reject Leases
CHAMA: Four Medical Affiliates File Bankruptcy
CRIIMI MAE: Bankruptcy Forced By Pressure From Creditors

HAYES CORPORATION: Files Voluntary Chapter 11 Petition
IMPAC MORTGAGE HOLDINGS: Delay in Dividend Payment
INCOMNET: Subsidiary Receives $20 M Financing
KENAR: Seeks Court Approval For Rejection of Leases
KNOX COUNTY: Files Chapter 11 Bankruptcy Case

LEVITZ FURNITURE: Seek Hearing Date of October 15
MOLTEN METAL: Status Report of Chapter 11 Trustee
MONTGOMERY WARD: Posts $59M Loss For August
NEWMONT MINING: Files Amendment to Registration Statement
NORTH AMERICAN GAMING: Int'l Tours Reports Stock Ownership

PATRIOT AVIATION: Files For Bankruptcy Protection
PERK DEVELOPMENT: Seeks To Reject Leases
R&S/STRAUSS: Seeks 120-Day Exclusivity Extension
RAYTHEON: Cutting 14,000 Jobs
SOUTHERN PACIFIC: Class Action Filed

SOUTHERN PACIFIC: Lays Off 2/3 of Workers
SUNBELT NURSERY: Hearing on Disclosure Statement
THE PHARMACY FUND: 80 Independents Object To Order


AHERF: Allegheny General May Need Financial Partner
Rocked by its parent foundation's bankruptcy and weakened
by its own financial losses, it seems less and less likely
that Allegheny General Hospital will be able to stand on
its own. That has created rampant speculation about  
what white knights might be available should the North Side
hospital need a financial partner.

Along with the obvious possibility of a for-profit buyer,
such as Tenet Healthcare Corp., the speculation about who
might come to its rescue centers on two of the region's
giants, UPMC Health System and Highmark Blue Cross and
Blue Shield.

Foremost among the hospital's problems is the AHERF
bankruptcy. Creditors, angered that they're likely to get
only pennies on the dollar for what the foundation's
Philadelphia hospitals owe them, may try to maneuver
AGH into bankruptcy, too, so they can access the hospital's

Declining government reimbursements, heightened managed
care competition and increased support for its parent
foundation's ill-fated Philadelphia expansion have drained
its resources, transforming an operation that used to
annually pump out huge profits into one that's wallowing in
red ink.

In the last five years alone, Allegheny General's operating
profits - income before investment earnings on endowments
and other reserves - have disappeared.  Operating income
stood at $7.5 million in 1993; by 1995, it has
lost more than  $13 million on operations, and in 1996, the
figure ballooned to $20.7 million.  According to unaudited
financial statements filed with the U.S. Bankruptcy Court,
the hospital posted operating losses of $34 million
in the first 11  months of fiscal 1998, which ended in

A combination between Allegheny General and UPMC almost
certainly would draw antitrust scrutiny.

However, it's debatable just how hard the Federal Trade
Commission would review such a transaction. The agency has
a checkered history at intervening in hospital mergers,
though it recently scored a victory in a case involving two  
hospital chains that would have given the merged operations
a 78 percent share of the hospital bed market in a St.
Louis suburb.

On the one hand, the FTC may be sympathetic to an Allegheny
General-UPMC merger because of the deteriorating financial
condition of AGH. "The fact that AHERF is limping along
will clearly be a favorable factor that may tip balance  
in favor of antitrust clearance," said Mark Horoschak, an
antitrust attorney at Womble Carlyle Sandridge & Rice in
Charlotte, N.C., and a former FTC official.

The state Attorney General's office, which continues to
investigate the activities of AGH's parent, would also
closely monitor any merger involving Allegheny General and
a local competitor. "The attorney general has  
consistently stressed that competition is important in the
health-care field to ensure reasonable costs for consumers
and businesses," said spokesman Sean Connolly.
(Pittsburgh Post Gazette - 10/08/98)

AMERICAN RICE: Bondholder Stay Relief Bid In Limbo
American Rice Inc. and U.S. Trust Co. of Texas N.A., the
indenture trustee for the company's 13% first mortgage
notes due 2002, are in talks in an effort to reach
agreement on adequate protection for the bondholders.  
Pending the outcome of the talks, the indenture trustee's
motion for automatic stay relief or adequate protection
payments is in abeyance.  U.S. Trust, which accelerated the
notes in June, had asked the court to lift the stay to
permit collateral foreclosure or order American Rice to
make "substantial" monthly payments.  Collateral for the
$100 million note issue includes most of the company's
plant, equipment, and machinery, as well as parent Erly
Industries Inc.'s 81% American Rice stake.  Erly recently
filed for bankruptcy to block foreclosure on its American
Rice stock. (Federal Filings Inc. 08-Oct-98)

ATLAS CORPORATION: Agrees To Sale of Cornerstone Industrial
Atlas Corporation (OTC Bulletin Board: ATSP) announced that
on October 2, 1998, the company executed a Deposit
Agreement with Seven Peaks Mining, Inc. for the sale of its
entire interest in Cornerstone Industrial Minerals
Corporation.  Also on October 2, Atlas filed a motion
requesting approval of the Deposit Agreement with the
Bankruptcy Court handling Atlas' Chapter 11 reorganization.  
Within ten days after approval of the Court and on the
satisfaction of certain other  conditions, Seven Peaks has
agreed to make a cash tender offer for 100% of the  
outstanding Cornerstone shares at a price of
C$0.12.  Under the terms of the Deposit Agreement, Atlas
has irrevocably agreed to deposit its 18,352,991 shares of
Cornerstone (being 61%) to the Seven Peaks Offer. This
transaction has been arranged by Monarch Financial

The total purchase price being paid by Seven Peaks is $4
million. Proceeds to Atlas are comprised of the share offer
and satisfaction of debt owed Atlas by Cornerstone.  
Provided the cash tender offer is first approved and then
is successful, Atlas will receive approximately $3 million
comprised of $1.4 million for its shares and $1.6 million
in satisfaction of the debt.

In a separate agreement executed between Atlas and Seven
Peaks on September 22, 1998, Atlas pledged its 61%
ownership of Cornerstone against interim financing
in the amount of $750,000.  The Court approved $250,000 for
disbursement to Atlas on September 25, 1998 and a hearing
is set for October 14, 1998 for approval of the remaining
$500, 000.  On closing of the Deposit Agreement  
described above, the $750,000 plus interest will be
deducted from the proceeds due Atlas.  

BOSTON CHICKEN: Equity's Return Doubtful
Boston Chicken Inc. investors who were betting on a
turnaround play probably ought to start counting their tax-
deductible losses. Company officials warn of "significant
dilution." But bond analysts say stockholders will be lucky
to recoup enough cash to buy a chicken dinner.

"It's a mathematical certainty equity holders won't get
anything," Blake Carter, a bond analyst with Austin, Texas-
based Tejas Securities Inc., said Monday.

Boston Chicken must renegotiate $315 million in senior
secured debt owed to companies such as General Electric
Capital Corp. Much of this debt is secured by the equipment
used to roast chickens, so senior debt holders have the  
strongest negotiating position.

Then come the bond investors, or subordinated debt holders,
who are owed more than $600 million. Boston Chicken is
negotiating with bondholders, hoping they will forgive
debts in exchange for a new class of stock in the company.
"The big question is, how much of the new, restructured
equity do subordinated bondholders get?" Carter said.
Bondholders, as well as Boston Chicken's senior creditors,
may be willing to forgive debt in exchange for stock
because they have no options, Carter said.  But there won't
be enough stock to go around because Boston Chicken's
assets are probably worth less than $300 million, which is
not enough to repay its senior debtors, let alone

Consequently, Carter sees no hope for owners of Boston
Chicken stock and is concerned about the amount
subordinated debt holders will receive. Boston Chicken
spokeswoman Karen Rugen was still holding out hope that  
shareholders' investments would still have some value, even
as the stock tumbled to 50 cents a share on Monday.
"We anticipate significant dilution of the equity," she
said. "While the bondholder group is in general support of
a plan to exchange subordinated debt for equity, we are
still in negotiations. The exact structure of the plan, and  
its effect on the stock, will be determined when the plan
is approved by the bankruptcy court."

If Boston Chicken does emerge from bankruptcy as planned,
it will have reduced its debt from roughly $900 million to
$300 million. At that point, the company will have a good
chance of moving forward. But Carter predicts existing
shareholders won't participate in any turnaround that
follows the bankruptcy court restructuring.

"Existing shareholders will be wiped out by order of the
bankruptcy judge," he said.(Rocky Mountain News - 10/06/98)

BOSTON CHICKEN: Dropping Name Boston Market
The Golden-based Boston Chicken company plans to return
to its origins, and will propose to a bankruptcy court
that the name Boston  Market be dropped.
The restaurant chain known as Boston Chicken on Monday
filed for Chapter 11 bankruptcy protection and closed 178
of its stores that operate under the  Boston Market name.

Michael Jenkins, the company chairman, told Nation's
Restaurant News Thursday the company will propose the name
change as well as plans to return to  "a traditional
franchise system where they pay us and not the other way
around where we are paying them."   The company, which went
public five years ago and saw its shares reach  
prices as high as $50, filed for protection because of
about $283 million in debt that comes due Oct. 17.
Boston Chicken stock had plummeted, trading as low as 50
cents per share.

Some analysts said the Golden-based company had expanded
too quickly and lost focus.  Between May 1992 and this
year, Boston Chicken grew from 34 stores in the
Northeast to 1,143 nationwide. Sales jumped from about $21
million in December 1991 to nearly $1.2 billion in 1996.
Along the way, meatloaf and ham were added to the chicken
and mashed potatoes on the menu. The company also invested
in a bagel chain. Under its old format, the company funded
rapid franchisee expansion through convertible loans,
building a massive debt problem.  Jenkins said the change
back to Boston Chicken would recognize "what we are  all
about."   The focus for the remaining restaurants will be
chicken, turkey and appropriate side dishes, he said.

BOSTON CHICKEN: Professionals and Court Data
Petition Date:   October 5, 1998

Court:           United States Bankruptcy Court
                 District of Arizona
                 2929 N. Central Ave., 9th Floor
                 PO Box 34151
                 Phoenix, AZ 85067-4151
                 (602) 640-5800

Judge:           The Honorable Charles G. Case

Circuit:         Ninth       
Debtor's Counsel:   H. Rey Stroube, III, Esq.
                    Akin, Gump, Strauss, Hauer & Feld, LLP
                    Pennzoil Place-South Tower
                    711 Louisiana Street, Suite 1900
                    Houston, Texas 77002   
                    (713) 220-5800   

U.S. Trustee:       Richard Cuellar, Esq.
                    United States Trustee - Region XIV
                    2929 N. Central Ave., Room 700
                    Phoenix, AZ 85012
                    (602) 640-2100

BRADLEE'S: Boosts Payments to Creditors
Bradlees Inc. increased the amount that it will pay
creditors  in its bankruptcy reorganization plan because
the retailer's financial  condition has improved.

Last month Bradlees said it would lose $18.2 million in the
fiscal year ending Jan. 30, less than its prior forecast of
a $27.5 million loss. Bradlees also said full-year sales at
stores open at least a year would rise 6.3 percent, better
than its previous estimate of 3.5 percent.
Bradlees sought protection from creditors under Chapter 11
of the federal bankruptcy code in June 1995 after suppliers
refused to ship products. Since then, Bradlees closed more
than 30 stores, cut $100 million in operating costs  and
revised its merchandise and marketing. The company now has
103 stores.

The plan increases the value of new shares to be given to
creditors, from  $70 million to $85 million. It also
increases available cash to $30.9 million from $25.6

Also, Bradlees bondholders, and some trade creditors and
landlords, will get warrants for 1 million new Bradlees
shares with an exercise price of $7.
The original plan provided warrants for 500,000 new
Bradlees shares.

Holders of existing Bradlees stock get nothing in both
plans.  Unsecured creditors will get cash and stock
totaling valued at $48.7 million.  They're owed $253
million. (Patriot Ledger Quincy - 10/06/98)

BROTHERS GOURMET: Needs Time To Assume Or Reject Leases
Brothers Gourmet Coffees, Inc., et al. seek to extend the
period to assume or reject unexpired leases of
nonresidential real property.

A hearing to consider the relief requested will be held on
October 27, 1998 at 9:30 am before the Honorable Mary F.

As of the petition date, the debtors were party to over 25
unexpired leases of nonresidential real property.  The
unexpired leases include lease agreements with respect to
building and office space, warehouse space, retail space,
and storage space.  Brothers is seeking to preserve
flexibility for structuring a sale of its assets or
investments in its business, and it is impractical and
unreasonable according to the debtors to determine whether
to accept or reject the leases at this point in time.  

The debtors propose that the deadline for assuming or
rejecting the unexpired leases be extended for an
additional 120 days from the current deadline.

In a separate motion the debtors seek court approval to
reject two leases covering property in New York City.  The
debtor has discontinued operation at both locations.

CHAMA: Four Medical Affiliates File Bankruptcy
Medical provider affiliates Chama Inc., DHI Inc., Colusa
Community Hospital Association, Callaway Community Hospital
Association, and Medical Center of Winnie Inc., Tuesday
filed separate Chapter 11 petitions. Colusa Community, a
hospital located in Colusa, Calif., Fulton, Mo.-based
Callaway Community, and Medical Center of Winnie, Texas,
are members of Community Health Systems, a Brentwood,
Tenn., hospital and physician system.  The five petitions
estimate both assets and liabilities for each entity to be
between $1 million and $50 million. (Federal Filings Inc.

CRIIMI MAE: Bankruptcy Forced By Pressure From Creditors
Criimi Mae Inc., a Rockville-based real estate investment
trust, has filed for Chapter 11 bankruptcy protection from
its creditors. The filing was forced by pressure from
creditors regarding its exposure on commercial-mortgage-
backed securities.

Criimi Mae has $2.7 billion invested in mortgages on office
buildings, shopping centers and apartment complexes, making
it the nation's largest player in real estate capital

It ran into trouble because it pledged the mortgages as
collateral for loans. Although those mortgages are still
being paid, their value has plummeted since investors began
bailing out of all risky loans and moving their money into
U.S. Treasury bonds in the summer. (The Baltimore Sun
Company 07-Oct-98))

HAYES CORPORATION: Files Voluntary Chapter 11 Petition
Hayes Corporation (Nasdaq: HAYZ) and certain of
its domestic subsidiaries today announced that they have
filed voluntary petitions to reorganize under Chapter 11 of
the Bankruptcy Code for the second time in five years.
Under Chapter 11, Hayes Corporation and the subsidiaries
will continue to operate their  businesses under Court
protection from creditors, while seeking to work out a  
Plan of Reorganization.  The petition was filed in the U.S.
Bankruptcy Court  for the District of Delaware.

The Company also reported that it has secured interim
debtor-in-possession (DIP) financing for the immediate use
by the Company to continue operations, pay employees, and
purchase goods and services going forward, while it is  
negotiating to secure permanent financing.

Ron Howard, Hayes Corporation Vice Chairman and CEO,
stated, "We made the decision to seek the protection of the
Bankruptcy Court in the belief that this action would
provide the most viable means of achieving our key
goals of  refocusing our business strategy and operations.  
The Chapter 11 filing will allow the Company to develop a
workable reorganization plan, enhance our ability to meet
the needs of our marketplace and serve our
customers, and  permit us to continue with the development
of exciting and promising  technologies."

Mr. Howard added that during the reorganization period,
Hayes Corporation would continue to focus on previously
announced strategic initiatives, including:

-- Resizing the Company's operations to achieve
profitability at a sales level sustainable under current
market conditions.

-- Focusing its resources on expanding Hayes' technology
and market position within the broadband, RAS and Voice-
over-IP markets.

-- Continuing to fully support customers of its analog
modem business.

IMPAC MORTGAGE HOLDINGS: Delay in Dividend Payment
Impac Mortgage Holdings Inc. announced a delay of the
payment date of its previously announced third quarter 1998
dividend to January 6, 1999. The Board of Directors
reserves the right to accelerate that payment date in its
sole discretion. The amount of the dividend ($.49 per
share) and the record date for receipt of the dividend
(October 9, 1998) are not affected by the delay. As a  
result of the payment delay, the Company will pay interest,
at a rate of 4% per annum, on the amount due calculated
from the previously announced payment date (October 26,
1998) through the date of actual payment. The interest may
be paid  in the form of cash or shares of the Company's
common stock.

Joseph R. Tomkinson, Chief Executive Officer of IMH stated:
"Due to the turmoil in the securitization markets and the
tightening of pricing on whole loan sales, we feel
compelled to take positive steps to improve profitability
and liquidity.

"We have no intention to go out of business or declare
bankruptcy," stated Tomkinson. "We believe that the stock
market is adversely reacting to the financial sectors in
general and to mortgage companies in particular in part  
due to the bankruptcy announcements of other substantial

The Company announced that it expects to record a loss for
its third quarter ended September 30, 1998, projected
earnings for the fourth quarter of 1998 will be lower than
previously expected and that it will pay no further
dividend for 1998 other than the previously announced third
quarter 1998 dividend.

Third quarter 1998 results will be impaired by a number of
market factors, including the recent decline in the market
price of Impac Commercial Holdings Inc. ("ICH") common

Based on the closing sales price of ICH on October 7, 1998
and prevailing conditions in the secondary market, the
Company expects to record charges to earnings that will
result in a net loss between approximately $17.2 million to  
$22.9 million or approximately $0.70 to $0.93 per share of
common stock on a diluted basis for the third quarter of
1998. The Company announced that its Board of Directors has
adopted a Stockholder Rights Plan in which Preferred Stock
Purchase Rights will be distributed as a dividend at the
rate of one Right for each outstanding share of common

Monday after competitor Maryland-based Criimi Mae Inc.
filed to reorganize under Chapter 11  bankruptcy protection
shares of Impac Commercial Holdings fell 40 percent, to
$6.34, while Impac Mortgage fell 22 percent, to $8.75.

The Company is a mortgage loan investment company that
invests primarily in non- conforming, high-yielding
mortgages which, together with its subsidiaries
and  related companies, operates three businesses.

INCOMNET: Subsidiary Receives $20 M Financing
Incomnet Inc. (Nasdaq:ICNT) Thursday announced that its
subsidiary, National Telephone & Communications Inc. (NTC),
received a commitment letter from a financial  
institution to provide a line of credit of up to $20
million, subject to further due diligence and loan
documentation acceptable to the lender.  Availability under
the line of credit will depend on a number of factors.

In addition, Incomnet received a commitment letter from a
venture capital firm to provide a $10 million mezzanine
financing involving the issuance of Incomnet
preferred stock and subordinated debt. This financing is
subject to a number of conditions, including final
documentation acceptable to the venture capital
firm and the concurrent closing of the NTC line of credit

No assurances can be given that the NTC line of credit
financing and the Incomnet mezzanine financing will be

As previously announced, NTC is in default under certain
obligations owing to NTC's secured creditors, WorldCom
Network Services (WorldCom) and First Bank &  Trust of
Newport Beach (First Bank). WorldCom and First Bank have
agreed to  forbear from taking any action against NTC under
such defaults until Oct. 30, 1998, if certain conditions
are met.

The receipt of the commitment letters to provide the NTC
line of credit financing and the Incomnet mezzanine
financing were conditions to the continued
forbearance of WorldCom and First Bank.

Incomnet provides cost-saving products in the
telecommunications and software industries. Incomnet's
subsidiary, National Telephone & Communications, is a  
reseller of long distance and other communications products
to residential and small business customers through its
independent sales representatives using a network marketing

KENAR: Seeks Court Approval For Rejection of Leases
Z. Frederick Enterprises Ltd. and Kenar Enterprises, Ltd.,
seek an order authorizing the rejection of certain non-
residential real property leases for property located in
Dallas, Texas (showroom), Totowa, New Jersey (warehouse),
Atlanta, Georgia (showroom) and two billboards in New York
City.  A hearing will be held on October 28, 1998.

The debtors do not anticipate continuing any of their
business operations past the end of this year. They believe
that there is no residual value in assuming the leases, and  
Kenar has  vacated both showroom premises.

KNOX COUNTY: Files Chapter 11 Bankruptcy Case
Knox County Partnership, Ltd., formerly known as Phillips
Partners, Ltd., filed its chapter 11 bankruptcy case in the
Northern District of Texas. The petition was filed on  
behalf of Knox by its counsel Simon, Warner & Doby, L.L.P.,
of Fort Worth,  Texas.  Daniel T. Phillips, is a limited
partner of Knox County Partnership.   Mr. Phillips,
Chairman and CEO of FIRSTPLUS Financial Group,
Inc., (NYSE: FP) did not personally file bankruptcy.

A portion of Knox's FIRSTPLUS stock was pledged as
collateral to secure an obligation to Merrill Lynch
International Private Finance Ltd., an affiliate of
Merrill Lynch Pierce, Fenner & Smith Incorporated, and a
further portion of the stock was pledged as collateral to
secure an obligation to NationsBank, N.A.

On Tuesday, October 6, 1998, the Bankruptcy Court heard on
an emergency basis motions filed by Merrill Lynch IPF and
NationsBank to lift the automatic stay.  If these motions
had been granted, Merrill Lynch IPF and NationsBank would
have been authorized to foreclose on the FIRSTPLUS stock
that Knox had pledged as collateral to them.

At this hearing, Knox offered confidential inside
information regarding FIRSTPLUS as evidence, which included
the testimony of Eric Green, the President of FIRSTPLUS.

LEVITZ FURNITURE: Seek Hearing Date of October 15
The debtors, Levitz Furniture Incorporated, et al., are
seeking a hearing date of October 15, 1998 for the sale to
Genext Capital, L.L.C of their fee ownership interests in
real property located in:

        (a) Fort Myers, Florida;
        (b) Tampa, Florida;
        (c) Hazelwood, Missouri;
        (d) Lakewood, Colorado;
        (e) Colorado Springs, Colorado; and
        (f) San Marcos, California, and

    (2) assume and assign their leasehold interests in
property located in:

        (a) San Diego, California; and
        (b) College Park, Georgia;

to Genext for approximately $26,500,000 in cash.

The debtors expect to conclude their going-out of business
sales on or before November 30, 1998 and hope to consummate
the sale of the property soon thereafter.

To assure that the Debtors are obtaining the highest and
best price for these assets, the Debtors will subject
Genext's offer to a competitive bidding process.  That
process contemplates an auction on November 11, 1998,
requiring a $900,000 minimum overbid and payment of a
$795,000 break-up fee in the event Genext's bid is topped
by a third-party offeror.

MOLTEN METAL: Status Report of Chapter 11 Trustee
Stephen S. Gray, the Chapter 11 Trustee of Molten Metal
Technology and its affiliated debtor submits a status
report stating that the Trustee has, during his short
tenure, developed a plan for an orderly sale of the assets
of the debtor.  The Trustee expects that to the extent the
sales are pursued, a competitive bidding process will occur
and the price received for the assets could be between 33%
and 50% higher. The Trustee has received four offers for
the purchase of the Wet Waste facility.  The Trustee has
had various discussions regarding the purchase of the Q-CEP
facility and is continuing to actively pursue this matter.
The debtors obtained an option agreement by which the
estates may recover as much as $2.7 million plus royalty
payments of $1 million per for 15 years.  The Trustee
believes that there exist other assets including the
intellectual property of the debtors, which may also
generate a return for the creditors of the estates.

The trustee reports a total of $8,329,000 in post-petition
payables against the estates.  The cost of closing
facilities is estimated at between $10 million and $14

MONTGOMERY WARD: Posts $59M Loss For August
Montgomery Ward & Co. posted a net loss of about $59
million on sales of $317 million for the month ended Sept.
5. The retailer's gross margin and reorganization costs
totaled $50 million and $5 million, respectively, in fiscal
August. The latest figures compare with a $63 million loss
on sales of $254 million for the month ended Aug. 1. Gross
margin and reorganization costs totaled $33 million and $9
million, respectively, in fiscal July. (The Daily
Bankruptcy Review and ABI 09-Oct-98)

NEWMONT MINING: Files Amendment to Registration Statement
Newmont Mining Corporation filed a first amendment to the
Registration Statement.

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

The Merger was effective at 5:00 p.m. (EDT) on Wednesday,
October 7, 1998 as provided in the certificate of ownership
and merger relating thereto that was filed with the
Delaware Secretary of State. Immediately prior to the
Merger, Newmont Mining contributed to Acquisition
Co. all of the shares of Newmont Gold Common Stock owned by
Newmont Mining. At the Effective Time, Acquisition Co.
merged with and into Newmont Gold. Newmont Gold was the
surviving corporation of the Merger and became a wholly-
owned subsidiary of Newmont Mining.     
In the Merger each outstanding share of Newmont Gold Common
Stock was converted into the right to receive
1.025 shares of Newmont Mining Common Stock. Pursuant to
the Newmont Mining Rights Agreement, each share of Newmont
Mining Common Stock issued to the Newmont Gold stockholders
pursuant to the Merger will be accompanied by one
Newmont Mining Share Purchase Right. Because Acquisition
Co. owned more than 90% of the outstanding shares of
Newmont Gold Common Stock prior to the Merger, the
stockholders of Newmont Gold were not entitled to vote on
the Merger.

NORTH AMERICAN GAMING: Int'l Tours Reports Stock Ownership
International Tours Inc. reports beneficial ownership of         
17,386,960 shares of common stock, or 41.6% of the classs
of North American Gaming and Entertainment Corp.
I.T. Financial Corporation,  Ronald D. Blaylock, Hawes
Partners, and Edwin Hugh Hawes II each report beneficial
ownership of 17,579,286 shares of common stock,
representing 42.1% of the class. A.Keith Weber reports
beneficial ownership of 17,673,015 shares of common stock,
representing 42.3% of the class.

Effective September 18, 1998, International Tours converted
the remaining 3,096,000 shares of Series B Preferred Stock
into 3,096,000 shares of Common Stock and 5,452,854 shares
of Common Stock were issued to International Tours by
the Issuer pursuant to a contractual anti-dilution right
held by International Tours which was triggered upon the
conversion by the Issuer of 1,287,000 shares
of Class A Preferred Stock of the Issuer into 8,240,000
shares of Common Stock.

PATRIOT AVIATION: Files For Bankruptcy Protection
Patriot Aviation Services, locked out of its offices at
Roswell Industrial Air Center after missing lease payments,
has filed for Chapter 11 bankruptcy.

The city evicted the firm Friday after it failed to make
its September lease payment.

Patriot declared Chapter 11 on Monday, the federal
bankruptcy court in Albuquerque confirmed. Chapter 11 frees
a company from the threat of creditors' suits while it
reorganizes its finances. A majority of creditors then must  
accept the plan.

Patriot officials requested a Monday meeting with city
representatives, but Mayor Bill Owen told a later special
council session that it presented no plan. Frank Miller,
the company's new vice president and general manager,
simply asked the council to allow the company back into the

"We would certainly like to work something out beneficial
to all concerned parties," said Miller, who was supported
by about 50 company workers who attended the meeting.

The council adjourned without action after telling Miller
the city had been advised of pending litigation.

"Unfortunately there's nothing I can say other than to say
that that's the situation," Owen said. (Albuquerque Journal
- 10/07/98)

PERK DEVELOPMENT: Seeks To Reject Leases
Perk Development Corporation and Brambury Associates seek
to reject four leases of nonresidential real property.

Brambury either owns or leases the real property of the
debtors' 41 Perkins Family restaurant locations.  The New
York leases are located in Newburgh, Vails Gate, Oswego and
Watertown. In each of the four locations, the rent exceeds
the operating revenues, thus the debtors believe it is in
their best business judgment to reject the leases.

R&S/STRAUSS: Seeks 120-Day Exclusivity Extension
Trumpeting the "great strides" toward stabilization and
reorganization R&S/Strauss Inc. has made since filing for
bankruptcy, the company is requesting a 120-day extension
of its exclusive periods to file a reorganization plan and
solicit plan acceptances.  Among other things, the auto
parts retailer said it has established a comprehensive data
room to allow third parties that have expressed interest in
the business to conduct due diligence.  R&S also noted in
its motion that it has explored various alternatives for
stabilizing and reorganizing its business, both before and
since the June 9 petition date. (Federal Filings Inc. 08-

RAYTHEON: Cutting 14,000 Jobs
Defense contractor Raytheon Co. yesterday said it is
slashing 16 percent of its work force, or about 14,000  
jobs, over two years in an effort to cut costs. Raytheon
had earlier estimated that it would cut 8,700 positions.
(Newsday; 10/08/98)

SOUTHERN PACIFIC: Class Action Filed
A lawsuit has been filed in the U.S. District Court for the
Eastern District of New York against certain officers and  
directors of Southern Pacific Funding Corp. (NYSE: SFC) on
behalf of purchasers  of the company's common stock between
January 29, 1998 and September 16, 1998 by the law firm of
Weiss & Yourman to recover damages caused by defendants'  
violations of the Securities Exchange Act of 1934.

The complaint alleges that defendants engaged in a plan and
scheme to tout the business prospects and financial
conditions of SFC by, inter alia, making baseless, false
and misleading statements concerning the Company's ability
to  continue its historic growth pattern through an
allegedly new "strategic plan" despite the problems
plaguing the subprime lending market.  Defendants  
misrepresented that, because of the quality of SFC's loans,
and their continuing ability to effectively manage the
Company through the industry's problems, the Company's
earnings and growth would not be affected by decreases  
in interest rates, accelerated prepayment rates, and a flat
yield curve.

Defendants' scheme was designed to, and did, artificially
inflate, maintain and otherwise manipulate the value of SFC
common stock. Specifically, defendants representations
drove SFC's stock price from $12-1/4 at the beginning of
the Class Period to a Class Period high of $18.  When the
truth was ultimately revealed -- that SFC was in fact
devastatingly impacted by the subprime lending
industry's problems because of the Company's dependence on
the loan securitization process, its excessive reliance on
Adjustable Rate Mortgages, the poor quality of its loan
portfolio, and its inability to secure alternative  
financing to continue the Company as a viable entity -- the
price of SFC stock  plummeted to a new low of $2 on the
date defendants confirmed the Company's  problems.  
Plaintiffs and the Class have been damaged by defendants'
fraudulent scheme.

SOUTHERN PACIFIC: Lays Off 2/3 of Workers
Southern Pacific Corp. laid off nearly two-thirds of its
employees this week, but will pay $1.3 million in bonuses
to keep other workers, according to The Oregonian. On
Wednesday the bankruptcy court approved these actions for
the national mortgage finance company. Southern Pacific
will continue servicing about 32,000 files involving $1.8
billion in loans from its Santa Rosa office. Southern
Pacific filed chapter 11 on October 1. (ABI 09-Oct-98)

SUNBELT NURSERY: Hearing on Disclosure Statement
Sunbelt Nursery Group, Inc. filed a notice that on November
13, 1998 at 2:30 pm befgor4e the Honorable Robert Alberts,
a hearing will be herd to determine the adequacy of the
operating debtors' original disclosure statement describing
the original Chapter 11 Liquidating Plan.   Any objection
to the adequafcy of the Disclosure Statement must be filed
with the Bankruptcy Court no later than November 2, 1998.

THE PHARMACY FUND: 80 Independents Object To Order
Independent Pharmacy Alliance, Covered Bridge Pharmacy and
Bergman Pharmacy creditors of the debtor The Pharmacy Fund,
Inc. and Pharmacy Fund Receivables, Inc., debtor, object to
the proposed Consent Order authorizing all third party
payors who can not split payment cycles to turn over monies
to the debtors.

The creditors allege that in September, 1998, the debtors
refused to purchase or to turn over monies due the
pharmacies, in material breach of their contracts.  The
debtors continued to require third party payors to remit
all proceeds of accounts receivable to the pharmacies.  The
prepetition and postpetition actions of the debtors have
placed the pharmacies in a dire emergency.  The Office of
the US Trustee appointed an Official Committee of Unsecured

The creditors submitting this objection are concerned that
the proceeds from postpetition accounts receivables will be
delayed for some lengthy period of time if the debtors
receive same.  "It is clear from its confusion that the
debtors are unable to reconcile these differences in a
timely fashion and to make payments of the proceeds of
postpetition accounts receivable to the various

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

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

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