TCR_Public/981027.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, October 27, 1998, Vol. 2, No. 210

AHERF: Atty General Seeks Trustee for Hospital's Endowments
AL TECH: Seeks Extension To File Disclosure Statement
BOSTON CHICKEN: Seeks Entry Into Coca-Cola Agreement
BOSTON CHICKEN: Official Committee of Unsecured Creditors
BOSTON CHICKEN: Committee Taps Hebb & Gitlin as Counsel

CONTINENTAL AIR: Feds File Suit To Stop Northwest's Deal
CRIIMI MAE: Target of Lawsuits
GREATE BAY CASINO: Files Complaint Against Arthur Andersen
MANHATTAN BAGEL: Court Approves Disclosure Statement
MEDPARTNERS: Doctors give MedPartners ultimatum                       

PITTSBURGH PENGUINS: Co-Owner Says Team Is Open to a Buyer
SUN TV: Orders Authorize Employment of Professionals
SUN TV: Trustee Names Sun TV Creditor Panel

Meetings, Conferences and Seminars


AHERF: Attorney General Seeks Trustee for Hospital's
On Friday, Pennsylvania Attorney General Mike Fisher asked
the Orphan's Court division of the Allegheny Court of
Common Please to appoint a trustee to oversee Allegheny
General Hospital's endowments and to replace "conflicted"
AGH directors, The Pittsburgh Post-Gazette reported. A
spokesperson said the move was intended to keep creditors
of bankrupt parent Allegheny Health, Education and Research
Foundation (AHERF) from forcing the sale of AGH's assets.
The petition also states that AGH directors who are also
AHERF directors or directors of its Eastern affiliates are
serving the mission of satisfying creditors, which is in
conflict with AGH's charitable mission. (ABI 26-Oct-98)

AL TECH: Seeks Extension To File Disclosure Statement
Al Tech Specialty Steel Corporation is seeking an extension
of time to and including November 16, 1998 to file its
Disclosure Statement.

As provided for in the letter of intent from Universal
Stainless & Alloy Products, Inc., which the debtor believes
is the highest and best offer that the debtor has received,
a definitive agreement between USAP and the debtor must be
finalized by October 30, 1998 and would form an integral
part of the Disclosure Statement. The debtor is in the
process of completing the Disclosure Statement. However,
given the extended time frame needed to formulate and file
the plan, the fact that the proposed transaction with USAP
was not agreed to until the date before the plan was filed,
and that a definitive agreement must still be prepared and
negotiated, and the complexity and magnitude of information
which must be disclosed in the Disclosure statement,
addition time is necessary.

The debtor submits that the court has a sufficient legal
basis to extend the time within which the Disclosure
Statement may be filed.

BOSTON CHICKEN: Seeks Entry Into Coca-Cola Agreement
Boston Chicken, Inc. tells the Court that it entered into a
supply agreement dated September 30, 1996, with Coca-Cola
USA. The Coca-Cola Agreement provides, among other things,
(i) that Coca-Cola is the sole supplier for all
of the Boston Market System's current and future
requirements of certain soft drink and juice beverages,
(ii) that Coca-Cola will commit the necessary
resources in order to supply BCI and its franchisees with
said beverage requirements, and (iii) the Coca-Cola
Agreement shall generally apply to both BCI and its
franchisees that elect to participate.

Under the Coca-Cola Agreement, the Debtors purchase from
Coca-Cola in excess of 150,000 gallons or equivalent
gallons per month, representing approximately 90% of its
total beverage requirements.

At the time of execution of the Coca-Cola Agreement, Coca-
Cola paid the sum of $25,000,000 in Media Advertising
Support Funds to Debtor.  Coca-Cola was required to make an
additional $15,000,000 payment to BCI of such funds at the
beginning of the second year of the Coca-Cola Agreement,
unless certain qualifying requirements were not met.  These
Media Advertising Support Funds were to be repaid by BCI at
the rate of $0.68 for each gallon or equivalent gallon of
beverage purchased from Coca-Cola.

After the second year of the Coca-Cola Agreement, the Coca-
Cola Agreement provides that the Coca-Cola Agreement may be
terminated by either party by giving twelve months notice,
unless terminated earlier as a result of a material breach
by one of the parties.  Upon termination of the Coca-Cola
Agreement, BCI shall be required to pay immediately upon
the demand of Coca-Cola all unearned amounts of the
previously advanced Media Advertising Support
Funds as well as certain other advance funding that was
provided by Coca-Cola.

By this Motion, the Debtors seek bankruptcy court authority
to assume the Coca-Cola Agreement.  The Debtors submit that
assumption of the Coca-Cola Agreement is necessary at this
time due to the essential role that this Agreement plays in
their operations and to avert the negative impact that not
assuming this Agreement will have on the financial
condition of the Boston Market System. (Boston Chicken
Bankruptcy News; Bankruptcy Creditors' Service; Issue No. 3

BOSTON CHICKEN: Official Committee of Unsecured Creditors
Pursuant to 11 U.S.C. Secs. 1102(a) and 1102(b)(1), the
following creditors, being among those holding the largest
unsecured claims and who are willing to serve, are
appointed to the Official Committee of Unsecured Creditors
formed by the United States Trustee:

           Loomis Sayles & Company L.P.
           One Financial Center
           Boston, MA 02111
           Attn: Thomas H. Day, V.P.
                 (617) 310-3697

           Trendex Capital Mgmt.
           998 S. Federal Highway, Suite 202
           Boca Raton, FL 33432
           Attn: Neil Subin
                 (561) 750-4118

           C. Richard Lehmann
           c/o Bond Investors Assoc. Inc.
           6175 NW 153rd St., Suite 201
           Miami Lakes, FL 33014
           (305) 557-1832

           Chase Manhattan Bank, as Indenture Trustee
           450 W. 33rd Street, 15th Floor
           New York, NY 10006
           Attn: Stanley Burg, V.P.           
                 (212) 946-3358

           Pacholder Associates, Inc.
           8044 Montgomery Road, Suite 382
           Cincinnati, OH 45236
           Attn: Thomas M. Barnhart II, Sr. V.P. & Assoc.
General Counsel
                 (513) 985-3200

           Bankers Trust Company, as Indenture Trustee
           4 Albany Street, 4th Floor
           New York, NY 10001
           Attn: Frank Grippo, V.P.
           (212) 250-6526

           Ocean Commercial Kitchen Repair Inc.
           1834 Longwood Dr.
           Forked River, NJ 08731
           Attn: Brian K. Mathews, Pres.
                 (609) 971-1496

BOSTON CHICKEN: Committee Taps Hebb & Gitlin as Counsel
The Official Committee of Unsecured Creditors asks the
Court for authority to retain the Hartford, Connecticut-
based law firm of Hebb & Gitlin as its lead counsel in the
Debtors' chapter 11 cases.  The Committee reminds
the Court that Hebb & Gitlin served as counsel to the ad
hoc committee of public bondholders of Boston Chicken, Inc.
prior to the Petition Date.  Accordingly, Hebb & Gitlin
already has extensive knowledge of the Debtors,
their management, operations, financial performance and
projections, financial obligations and related
documentation, and the potential legal issues
affecting the Debtors' reorganizations all of which will
serve substantially to minimize the time and expense needed
by the firm to begin effectively representing the

Hourly rates for the firm range from $100 to $400 per hour.

CONTINENTAL AIR: Feds File Suit To Stop Northwest's Deal
Northwest Airlines' planned purchase of a controlling stake
in Continental Airlines would reduce competition, raise
prices for travelers and lower the quality of service, the
Justice Department said in a lawsuit Friday.  The filing in
U.S. District Court in Detroit asks the court to kill
the sale.

"This acquisition would lead to higher ticket prices and
worse service for the over 4 million passengers traveling
on the routes dominated by the two airlines," said Joel
Klein, assistant attorney general for the department's  
antitrust division.

The transaction involving Northwest, the nation's fourth-
largest carrier, and No. 5 Continental, would especially
hamper competition between seven "hub"  
cities where the two carriers dominate, Justice officials

The airlines called the department's claims groundless.
Because department attorneys have not asked the court to
block the sale while a judge hears the merits of the case,
the airlines expect it to close within days or weeks.

"We do believe that Justice has a very weak legal case, a
very weak factual case and a very weak economic case," said
Jeff Smisek, Continental's executive vice president and
general counsel.

Under a deal announced in January, the airlines would keep
their separate names, fleets and employees, but combine
their route networks and frequent-flier programs. The
Justice Department is treating the alliance as a merger.

The airlines said the arrangement would give passengers
more choices and improved service.

Douglas Steenland, Northwest's executive vice president and
general counsel, said it had already agreed to a series of
steps to alleviate Justice Department objections. He said
he was mystified by what the Justice Department filed.   
Linking up, Northwest and Continental said, will promote
competition, as together they can better take on the Big 3:
Delta Air Lines, United Airlines and American Airlines.
(Copyright 1998 The Atlanta Journal/The Atlanta
Constitution -10/24/98)

CRIIMI MAE: Target of Lawsuits
The National Mortgage News reports on October 19, 1998 that
in the wake of filing for bankruptcy under Chapter 11,
Criimi Mae is being sued by groups of shareholders who
claim the mortgage real estate investment trust knowingly
misled them.

At the same time, Standard & Poor's has removed Criimi Mae
from the S&P list of approved servicers. In the three days
immediately following Criimi Mae's drastic move, three
separate lawsuits were brought against the company.

The first suit was filed on October 7 by the firm Abbey
Gardi & Squitieri on behalf of purchasers of Criimi Mae's
stock between June 20, 1998 and October 5, 1998. The second
suit was filed by the firm Wolf Haldenstein Adler Freeman &
Her on behalf of acquirers of the REIT's stock between June
9 and October 5.  The Third suit was brought by the firms
Weiss & Yourman and Stull Stull & Brody on behalf of
purchasers of Criimi Mae's stock between February 20 and
October 5.

All three charge that Criimi Mae violated the Securities
and Exchange Act of 1934 by issuing "a series of materially
false and misleading statements regarding the company's
financial health, assets, earnings and capital position
in order to artificially inflate the price of the company's
stock," as stated by Weiss & Yourman's press release
announcing the filing of the third class action suit.

The law firm's release continued, "Specifically, the
compliant alleges that defendants misrepresented that the
company was strong and largely insulated from market
fluctuations, and would meet analysts earnings projections,
sustain dividend levels and meet all collateral calls.
Despite these representations, 10 days later, the company
shocked the market by announcing that it had filed  
for bankruptcy protection primarily due to its inability to
meet collateral calls."

And in fact, in a statement dated September 25, Criimi
Mae's chairman William B. Dockser, said, "We at Criimi Mae
are confident in the company's ability to meet consensus
analyst estimates of third quarter tax basis  
earnings...and to continue paying the dividend at the
current level."

He added, "We remain confident of our ability to meet the
challenges currently facing the (commercial mortgage-backed
securities) market through the strength of our origination,
acquisition and servicing functions."

In the time since the three initial lawsuits were filed
against the REIT, numerous other suits have been filed on
behalf of additional shareholders involving additional law

Beyond action in the courts in the wake of Criimi Mae's
bankruptcy filing, Standard & Poor's removed Criimi Mae
Services, a subsidiary of Criimi Mae Inc., from its
approved servicer list as a commercial loan servicer,
commercial loan  master servicer and commercial asset
manager/special servicer.

Regarding the action, S&P said, "All of the transactions in
which CMS is acting as master and/or special servicer are
currently performing well with very few loans being
specially serviced. Therefore, (the bankruptcy
filing) has  no immediate impact on ratings for the related

"(We) will continue to closely monitor each transaction and
CMS' performance  as master and special servicer. In
particular, (we) will focus on the firm's ability to retain
the necessary resources to perform its servicing  
responsibilities as a result of its parent's bankruptcy

GREATE BAY CASINO: Files Complaint Against Arthur Andersen
Greate Bay Casino Corporation recently filed a complaint
against Arthur Andersen LLP, GBCC's certifying
accountants, and others alleging negligent advice and
breach of contract with respect to certain tax consequences
resulting from the spin off of its stock held by Hollywood
Casino Corporation ("HCC") to HCC's shareholders on
December 31, 1996.  A copy of the complaint is included as
an exhibit to this Form 8-K and is incorporated herein by

In view of the pending litigation discussed above, the
Audit Committee of the Company's Board of Directors voted
on October 15, 1998 to terminate Andersen as GBCC's
independent accountants. There were no disagreements with
Andersen of the type which would require disclosure under
Item 304 of Regulation S-K.  Andersen's report on the
consolidated financial statements of GBCC as of
December 31, 1997 and for the three year period then ended
included an explanatory paragraph referring to the
Company's disclosure concerning substantial doubt about its
ability to continue as a going concern. Such
uncertainty resulted from the filing by GBCC's most
significant operating subsidiary on January 5, 1998 of a
petition for protection under Chapter 11 of
the United States Bankruptcy Code.

As previously disclosed in the Company's Form 10-Q for the
period ended June 30, 1998, GBCC was recently advised that
it may have to modify its tax treatment with respect to the
spin off of its stock by HCC. The Company commenced an
investigation and is continuing to work with the assistance
of outside advisors and consultants to determine the extent
of changes that might be required to its 1996 and
subsequent income tax returns and the appropriate
financial statement disclosure. Based on its initial
review, the Company expects that it will be required to
recognize taxable income for 1996 and succeeding
periods. Management believes, however, that net operating
loss carryforwards and other tax attributes will largely
offset the taxable income. The consolidated
financial statements of the Company reflect a valuation
allowance relating to the deferred tax assets associated
with the net operating loss carryforwards at
December 31, 1996 and 1997. To the extent that net
operating loss carryforwards and other tax attributes are
used to offset such taxable income, they will not
be available to offset future taxable income. Until the
Company completes its investigation, the full impact of the
revised tax treatment on its financial statements is
uncertain. GBCC will disclose the results of its
investigation when additional information is known.

The Company, with the consideration and approval of its
Audit Committee, has engaged the firm of Deloitte & Touche
LLP as its new certifying accountants.

MANHATTAN BAGEL: Court Approves Disclosure Statement
The Honorable William H. Gindin approved the Disclosure
Statement of Manhattan Bagel Company, Inc. and I & J Bagel,
Inc. on October 14, 1998.  November 20, 1998 at 10:00 am is
fixed as the date and time for the hearing on confirmation
of the plan.

MEDPARTNERS: Doctors give MedPartners ultimatum                       
The News Observer, Raleigh, NC reports on 10/24/98
that The Triangle's largest physician group, with more than
100 doctors and as many as 250,000 patients, says it can't
practice medicine properly because of problems with its
owner, Alabama-based MedPartners.

Cardinal Healthcare said that if the problems - including
low morale and poor administration - aren't addressed, it
will break its ties with MedPartners. But such a move could
lead to chaos in the local health-care market because of
non-compete clauses in the physicians' contracts that
forbid them to practice anywhere else in the area.

Observers worry that Cardinal patients would then suffer
the same disruptions in medical treatment that followed
MedPartners' recent clash with the doctors at its other
Wake County affiliate, the now-bankrupt North  
Carolina Medical Associates.

"I think it's a little bit frightening. It could interrupt
the flow of health care like no one has seen around here,
ever," said Dr. Lewis Stocks, a Raleigh surgeon not
affiliated with Cardinal. "The patients would certainly  
suffer far more than anyone else.

"We've seen what's happened with just the 20 {doctors at
NCMA}," Stocks added. "I just think it would cause a
significant, significant crisis. Even if they were shut
down for a week or 10 days, it would be a crisis."

MedPartners' initial efforts to enforce the NCMA non-
compete clauses forced as many as 65,000 patients to look
for new doctors. Former NCMA patients have had to delay
treatment for cancer, congestive heart failure and other
serious conditions or have ended up in emergency rooms
because of difficulties finding new doctors in the area.

A letter from Cardinal president Dr. D. Allen Hayes,
obtained by The News & Observer, claims MedPartners has
breached its main contract with Cardinal by not providing
services "in a manner consistent with a first-class  
multispecialty clinic."

The letter, sent to MedPartners on behalf of all Cardinal
doctors and dated the end of August, suggests that if the
problems are not fixed, Cardinal "intends to terminate" its
relationship with MedPartners.

Local health-care providers, particularly primary care
doctors, already have had their patient loads stretched to
the limit this fall during the protracted legal battle
between MedPartners and NCMA. In a response letter
presented to Cardinal doctors, Allen Karp, president of
Eastern operations for MedPartners, argued that his company
has not breached the contract. "While our performance in
one or more of the areas you describe might be below the
standard that each of us might prefer ... MedPartners'  
performance has not deviated in any material way from the
performance that was agreed upon," said the letter, which
Cardinal doctors received at a meeting Thursday night.

On Friday, MedPartners spokesman Tom Dingledy would only
say, "We are aware of the situation with the physicians at
Cardinal and have entered into a dialogue to resolve those

Reached at his office Friday, Hayes declined to discuss the
contents of the letters. But he was a little more
restrained in his comments than in his letter. He said that
Cardinal had issued a challenge to MedPartners to fix the  
"kinks" in their relationship and hoped that could be

NCMA filed for bankruptcy protection in August after it was
unable to pay its doctors' salaries. Its offices have since
shut down.  If Cardinal, which is four times the size of
NCMA, were to leave MedPartners, it is unclear how its
doctors would continue to practice medicine in the area
because of the non-compete clauses.

In the letter describing what he considers a breach of
contract, Hayes maintained that "MedPartners has not and is
not currently providing the management services reasonably
necessary for the day- to-day administration,  
operations and non-medical management of the practice."

In its response letter, MedPartners said that after an
"extensive review" it had determined that many of
Cardinal's claims are not as serious as Cardinal  
portrayed them. Others are based on incorrect data, it
said. For example, MedPartners said staff turnover rates
were lower than Cardinal reported. MedPartners also said it
was actively evaluating and negotiating HMO contracts.

Cardinal has given MedPartners until late November to try
to correct the problems it has cited.

A similar move happened a year ago in the NCMA case, when
NCMA sent MedPartners a notice of breach, according to
federal bankruptcy court documents. Over succeeding months,
MedPartners also denied that there was a breach. Eventually
NCMA attempted to negotiate changes in the arrangement
with MedPartners, but the two sides made little headway,
and the bankruptcy followed.

Cardinal doctors said the practice is beginning to divide
into factions. Some advocate decisive action, while others
are hoping to see everything worked out. Most doctors would
not speak for attribution, citing confidentiality  
provisions in their contracts.

A Raleigh specialist with Cardinal predicted that Cardinal
will break off from MedPartners, as a whole or piece by
piece. He said the most frustrated  
doctors have been the primary care physicians who have been
asked to take on thousands of NCMA patients while their pay
has been cut significantly.

"They feel like they have too many patients to do a good
job, and they're afraid someone is going to fall through
the cracks," the specialist said.

The doctor added that the physicians have been calling one
another frequently, asking others to join efforts to hire
attorneys and free themselves from their contracts.
MedPartners, one of the largest physician practice
management companies in the country with $6.3 billion in
1997 revenues, has bought practices from coast
to coast.

MedPartners ran into troubles late last year, when it
agreed to merge with its largest competitor. After the
merger fell through, MedPartners reported hundreds of
millions of dollars in losses. Its stock price, which was
as high as $36 a share in 1996, closed Friday at $2.94 a
share. Most Cardinal doctors were restricted from selling a
large portion of their stock, and have watched  
it plummet.

PITTSBURGH PENGUINS: Co-Owner Says Team Is Open to a Buyer
While team owners have not put the Pittsburgh Penguins up
for sale, co-owner Howard Baldwin said if someone were to
make the right offer, he and partner Roger Marino would
sell, The Pittsburgh Post-Gazette reported. Baldwin said
that they would be crazy not to sell, but also added that
someone might have to be crazy to buy the team, which
filed for chapter 11 protection earlier this month and has
debts of about $100 million. The team is facing lawsuits
from the city and county as well. (ABI 26-Oct-98)

A class action lawsuit was filed on September 15, 1998, in
the United States District Court for the District of New
Jersey on behalf of all persons who purchased  
Schein common stock pursuant or traceable to the Company's
initial public offering ("IPO") on or about April 9, 1998
(the "Class Period").  The action was filed by the law firm
of Berger & Montague, P.C.

The Complaint charges that the Company and three of its
officers violated Sections 11, 12(a)(2) and 15 of the
Securities Act of 1933. The action alleges that the
Registration Statement and Prospectus issued in connection
with the IPO contained material misstatements and omissions
of material fact concerning the Company's compliance with
FDA rules and regulations in its manufacturing  

On September 10, 1998, Schein announced that the FDA had
filed a seizure action against all products manufactured by
its Steris Laboratories, Inc. plant in Phoenix.  In
response to this news, the price of Schein common stock
plunged 53%.

SUN TV: Orders Authorize Employment of Professionals
The court approved the motion of Sun TV and Appliances,
Inc. and Sun Television and Appliances, Inc. to retain
Otterbourg, Steindler, Houston & Rosen PC as co-counsel for
the Official Committee of Unsecured Creditors. By separate
order, Ernst & Young LLP were authorized as accountants for
the Official Committee of Unsecured Creditors.

SUN TV: Trustee Names Sun TV Creditor Panel
The U.S. Trustee has appointed an official committee of Sun
Television & Appliances Inc.'s unsecured creditors:
Whirlpool Corp.; Pionex Technologies; Frigidaire Home
Products; Hitachi Home Electronics; Zenith Electronics
Corp.; Philips Consumer Electronics; and GE Appliances. The
panel has retained Pepper Hamilton LLP as counsel.
(The Daily Bankruptcy Review and ABI Copyright c October
26, 1998)

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

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

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

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

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

December 10-12, 1998
      The Emerged & Emerging New Uniform Commercial Code
         Sheraton New York Hotel, New York City
            Contact: 1-800-CLE-NEWS

January 28-February 1, 1999
      38th Annual Southern District Meeting
         Royal Sonesta Hotel, New Orleans, Louisiana
            Contact: 1-423-971-1551

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

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

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

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

April 28-30, 1999
      INSOL Bermuda '99 Conference of the Americas
         Castle Harbour Marriott Resort

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

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

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

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

Copyright 1998.  All rights reserved.  ISSN 1520-9474.  
This material is copyrighted and any commercial use, resale
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