---

T R O U B L E D   C O M P A N Y   R E P O R T E R
      
  Wednesday, November 11, 1998, Vol. 2, No. 221

                  Headlines

ADVANCED GAMING: Applies to Employ Patent Counsel
AL TECH: Order Authorizes Use of Cash Collateral
AL TECH: Seeks Extension of Exclusivity
ALLIANCE ENTERTAINMENT: Court Ok's Post-Petition Funds
AMERITRUCK DISTRIBUTION: Seeks Bankruptcy Protection

APS HOLDING: Seeks Approval For $7 Million Sale
ARROW AUTOMOTIVE: Hearing on Financing Set
BN1 TELECOMMUNICATIONS: LCI Objects to Sale of Assets
CRIIMI MAE: Debtor Replies to Objections to Akin, Gump
DOW CORNING: Files Plan

ERD WASTE CORP: Disclosure Statement Hearing
FLORIDA'S MARINELAND: To Shut Down
GENESIS MANUFACTURING: Files For Bankruptcy In Michigan
HAGERSTOWN FIBER: Chapter 11 Dismissal Still Stands
HAYES CORP: Wins VarBusiness Awards

HOME HOLDINGS: Quarterly Operating Statement
IMARK TECHNOLOGIES: Expects To File Plan Within 30 Days
INTERNATIONAL TESTING: Files For Chapter 11 Protection
LYON'S RESTAURANTS: ICH Announces Acquisition
MED-CHEM HEALTH: Board Members Resign

MRS TECHNOLOGY: Gets Court Approval of Equipment Deal
NEXAR TECHNOLOGIES: Informs SEC Of Possible Bankruptcy
ONE STOP WIRELESS: Motion For Substantive Consolidation
SILAS CREEK RETAIL: Taps Seitz & Sublett
SMITH TECHNOLOGY: Joint Disclosure Statement

SOUTHERN AIR TRANSPORT: Creditors Committee To Meet
SUN TV: Committee Seeks To Retain Real Estate Consultants
THE PHARMACY FUND: Seeks Continued Retention of CEO
THE SCORE BOARD: Seeks Interim Post-Petition Financing
TIE/COMMUNICATIONS: Taps PricewaterhouseCoopers

                  *********

ADVANCED GAMING: Applies to Employ Patent Counsel
-------------------------------------------------
The debtor, Advanced Gaming Technology, Inc. applied to
employ Fitch, Even, Tabin & Flannery as patent counsel to
the debtor.  The debtor seeks to engage the firm as its
patent counsel to advise the debtor with regard to the
maintenance and protection of all of the debtor's
intellectual property, both foreign and domestic.

The company has several current patents and trademarks, as
well as several pending trademark applications and
patent applications both in and outside the United States.  
The debtor must pay certain maintenance fees, and file
certain responses and reports and updates with the patent
and trademark office.  The debtors state that this is a
specialized task that requires knowledge of intricate
policies of the patent and trademark offices.  Therefore,
specialized patent counsel who is competent to maintain and
protect the debtor's Intellectual Property is necessary.

As of the date the petition was filed, the debtor owed
the firm $44,805.  The firm's fees will range from $75 to
$280 per hour, and it is anticipated that Julius Tablin
will be responsible for these matters. His hourly billing
rate is $210.


AL TECH: Order Authorizes Use of Cash Collateral
------------------------------------------------
The debtor has represented to the court an immediate need
for use of cash collateral represented by the cash proceeds
of the Collateral in order to continue operation of , and
avoid immediate and irreparable harm to, its business.  
Without the immediate ability to use Cash Collateral, the
debtor will not be able to pay ongoing wages, salaries,
and operating expenses, and cannot purchase inventory and
obtains insurance, all of which are necessary to allow the
debtor to implement its Chapter11 plan..  The debtor
represents that it requires the use of Cash Collateral
through December 31, 1998.

The court order entered on November 3, 1998 by Judge Carl
L. Bucki provides that the debtor is authorized to use
Cash Collateral as set forth in the budget through
December 31, 1998; provided that interest payments to the
N.Y. State Job Development Authority and Korea First Bank
shall be held in escrow and the quarterly fees payable to
the U.S. Trustee shall be timely paid by the debtor.


AL TECH: Seeks Extension of Exclusivity
---------------------------------------
AL TECH Specialty Steel Corporation made an oral
application for the extension of the debtor's exclusive
periods to file a plan of reorganization and solicit
acceptances thereof to November 25, 1998 and January 29,
1999, respectively.  The extensions of the exclusive
periods are supported by the United Steelworkers of
America, the Creditors' Committee, Atlas Steels, Inc. and
Universal Stainless & Alloy Products, Inc.


ALLIANCE ENTERTAINMENT: Court Ok's Post-Petition Funds
-----------------------------------------------------
In the case of Alliance Entertainment Corp., et al.,
debtor, the court finds that Concord Records Inc.'s
ability to obtain sufficient working capital and liquidity
through the incurrence of new indebtedness for borrowed
money and other financial accommodations is vital to the
Borrower.  The court finds that the terms of the financing
are fair and reasonable.  The Borrower is immediately
authorized to borrow pursuant to the Credit Agreement up to
an aggregate of $1 million and the court approves a carve
out in an aggregate amount not in excess of $350,000.  The
debtor is authorized to execute the Credit Agreement and
the Security and Pledge Agreement.


AMERITRUCK DISTRIBUTION: Seeks Bankruptcy Protection
----------------------------------------------------    
AmeriTruck Distribution Corp., Fort Worth, Texas, and its
subsidiaries filed chapter 11, citing its poorly performing
subsidiary, AmeriTruck Refrigerated Transport Inc., and
heavy debt related to acquisitions, according to Reuters.
The company will liquidate AmeriTruck Refrigerated in order
to pay off its debts. CEO Michael Lawrence said that over
the last three years the company has funded its acquisition
growth strategy primarily through debt. As a result, he
said, the company "has operated with a highly leveraged
capital structure." (ABI 10-Nov-98)


APS HOLDING: Seeks Approval For $7 Million Sale
-----------------------------------------------
APS Holding Corp. is asking the court to approve the $7
million sale of some of its assets in Minneapolis,
including five stores and a distribution facility, bidding
procedures, and a $125,000 breakup fee for the stalking
horse bidder. The proposed sale, to the W.E. Lahr Co.,
includes one leased 63,000-square-foot warehouse facility
and five of APS' nine stores in the region, the licensing
of certain trademarks for up to six months, and
computer training for the buyer's implementation of APS'
proprietary inventory system. The transaction "represents
the best offer the Debtors have received for the
Minneapolis Facility," according to the APS motion.
(Federal Filings Inc. 10-Nov-98)


ARROW AUTOMOTIVE: Hearing on Financing Set
------------------------------------------
A hearing has been scheduled to take place on Friday,
November 13, 1998 at 11:00 am before the Honorable Henry J.
Boroff, at the U.S. Bankruptcy Court, Donohue Federal
Building, 595 Main Street, Worcester, Massachusetts to
consider the debtor's motion for entry of order authorizing
and approving borrowing on priority and secured status and
use of non-cash collateral.


BN1 TELECOMMUNICATIONS: LCI Objects to Sale of Assets
-----------------------------------------------------
LCI International Telecom Corporation,("LCI") now known as
Qwest Communication Corporation files an objection to the
motions by the debtor, BN1 Telecommunications, Inc.,
regarding its proposed sale of assets and assignment of
contracts to FirstCom, LLC.  LCI states that every major
unsecured creditor of the bankruptcy estate has opposed
the proposed sale of assets.  LCI, holding the largest
secured claim, has also objected.  Only two creditors
support it, one being FirstCom and the other FirstMerit.  
LCI states that both supporters should be discounted as
insignificant since FirstCom is the recipient of this
"sweetheart" deal, and FirstMerit enjoys a grossly over-
secured position, and is therefore not concerned about the
deficiency in the sale.

LCI states that the proposed sale is really a sub rosa
plan that deprives LCI of protections afforded under the
plan process.   LCI states that the agreement with
FirstCom is a flagrant attempt to sidestep the plan
process and to predetermine issues appropriately addressed
under a plan.  The proposed sale terms call for FirsCom to
pay over $7 million of the alleged purchase price directly
to other parties.  These funds are not submitted to the
Court for distribution pursuant to court order.  These
funds will not be distributed in the priority mandated by
the bankruptcy code.  LCI states that if the sale were
brought as a formal Chapter 11 plan, it could not be
confirmed.  LCI claims that certain payments being made
under the sale to FirstCom are junior to LCI's claims as a
secured creditor, and violate the absolute priority rule.  
LCI also claims that the proposed bidding procedures are
tainted by the insider relationship between FirstCom and
the debtor.

In conclusion, LCI states that the sale of assets should
be denied, and that the court should require that the
debtor proceed with the sale, if at all, through a
formally proposed Chapter 11 plan.


CRIIMI MAE: Debtor Replies to Objections to Akin, Gump
------------------------------------------------------
CRIIMI MAE Inc. and its affiliates, as debtor, reply to
the objection of the U.S. Trustee to the motion to employ
and compensate Akin, Gump, Strauss, Hauer & Feld LLP as
attorneys for the debtors effective as of October 5, 1998.

The debtor argues that the court should approve the
retention of Akin Gump over the objection because the firm
is disinterested, does not represent an interest adverse
to the estates and such retention is in the best interests
of the estates.  The U.S. Trustee expresses concern about
Akin Gump's current relationship with several creditors of
the debtors and relies on the decision in Leslie Fay in
support of the proposition that Akin Gump has too many
connections with too many interested parties to qualify
under the strict standards set forth in the Bankruptcy
Code, and would be subject to divided loyalty.

Further, the debtor points out that they have retained the
Venable firm to supplement Akin Gump's retention where
conflict exists.  The debtors argue that they require the
expertise of Akin Gump, who has served as counsel of the
debtors since approximately one year prior to the Petition
Date, and has the size and experience required by the
debtors.


DOW CORNING: Files Plan
-----------------------
Dow Corning Corp. filed a bankruptcy reorganization plan on
Monday, November 9, 1998 that includes a $3.2 billion
settlement with 170,000 women who said they were injured by
silicone gel breast implants.

Dow Corning, a 50-50 joint venture of Dow Chemical Co. and
Corning Inc., filed for protection from creditors in May
1995 because of thousands of breast- implant lawsuits.
Terms of the proposed plan give women three settlement
options with payments ranging from $2,000 to $250,000,
provided they meet certain conditions. Women  
who want their implants removed can receive $5,000 to pay
for the surgery.  Women with ruptured implants would
receive $20,000. The average payment is expected to be
about $30,000, according to plaintiffs.

"This is a landmark settlement that provides a fair
resolution for all parties in the bankruptcy case," Dow
Corning and the Tort Claimants Committee, which represents
women with breast-implant claims, said in a joint
statement.

Women who do not choose to participate in the settlement
can still sue the Midland, Mich.-based maker of silicon-
based products.

The plan must still meet court requirements and be approved
by creditors.  Plaintiff attorney Edward Blizzard said it
could be next summer before the reorganization plan is
declared effective by the judge in the case. (Reuters;
11/09/98)


ERD WASTE CORP: Disclosure Statement Hearing
--------------------------------------------
A Disclosure Statement and Plan were filed by the debtor,
ERD Waste Corp. on November 6, 1998 The court shall conduct
a hearing as to the adequacy of such statement before
Honorable Kathryn C. Ferguson on December 9, 1998 at 10:00
am, United States Courthouse, 402 E. State St., Trenton, NJ



FLORIDA'S MARINELAND: To Shut Down
----------------------------------
Marineland, one of Florida's oldest theme parks, will shut
down, at least temporarily, and is negotiating with
bondholders to restructure its debt, according to Reuters.
Marineland board member Carol Wright said in a press
release that work has begun immediately to determine how to
raise money to reopen the 61-year-old park as soon as
possible. The board voted Friday to close the park and
dismissed all employees except animal caretakers. The
oceanarium has lost more than $1 million this year and
missed a semi-annual payment to bondholders in September.
Its annual debt service payments are $865,000. In 1996 the
park, which was incorporated as a town in Flagler County,
issued $9.7 million of tax-exempt bonds to buy and upgrade
the park; it also appointed a non-profit corporation to run
it. When the park was sold to the town, a 140-acre resort
adjacent to it, including a campground, hotel, marina and
souvenir shop, was also sold to a private company,
Marineland Ocean Resorts Inc., which filed for chapter
11 protection last year. The bankruptcy court then
authorized the sale of the property to a land preservation
group, the Trust for Public Land Inc. (ABI 10-Nov-98)


GENESIS MANUFACTURING: Files For Bankruptcy In Michigan
-------------------------------------------------------
Chesterfield, Mich.,-based Genesis Manufacturing Limited,
which produces automotive components and door closure
systems for General Motors Corp., filed a Chapter 11
petition on Oct. 30 in the U.S. Bankruptcy Court in
Detroit. The petition estimates both assets and liabilities
to be between $10 million and $50 million as well
as the existence of between 200 and 999 creditors. The
company predicted that funds will be available for
distribution to unsecured creditors. The court Thursday
granted interim approval for the use of cash collateral and
scheduled a Nov. 23 final cash collateral hearing. (Federal
Filings Inc. 10-Nov-98)


HAGERSTOWN FIBER: Chapter 11 Dismissal Still Stands
---------------------------------------------------   
Ignoring the pleas of Hagerstown Fiber L.P., the
partnership's bondholders and the City of Hagerstown, Md.,
to allow the partnership to wind-up its affairs in chapter
11, the bankruptcy court held fast to its decision to
dismiss the case. While agreeing with the general
proposition that a bankruptcy liquidation is more efficient
and in ways more advantageous than a non-bankruptcy
liquidation, U.S. Bankruptcy Judge Stuart Bernstein
wrote in a Nov. 3 decision that "the parties must obtain
these benefits through a chapter 7 liquidation which, PFF
points out, bears a strong resemblance to the chapter 11
liquidation that the debtor and the bondholders propose."
On Aug. 24, Judge Bernstein decided to dismiss the case
after concluding that the removal of Pencor First Fiber
Inc. (PFF) as a general partner triggered a dissolution of
the partnership and a corresponding  duty to wind up its
affairs. (The Daily Bankruptcy Review and ABI Copyright c
November 10, 1998)


HAYES CORP: Wins VarBusiness Awards
-----------------------------------
Hayes Corporation (Nasdaq:HAYZQ)(formerly HAYZ) today
announced that it won first place overall in VARBusiness'
prestigious Annual Report Card (ARC), which surveyed 134
VARs on modem vendor quality and analog modem features.
Hayes won the top award over 3Com and three other modem
vendors.

In the November 9 issue, the VARBusiness Magazine article
read, "Hayes captured the overall top score with five
(solo) first-place wins out of eight criteria." Hayes tied
for first in the remaining three categories.

"The VARBusiness ARC award is especially meaningful to
Hayes because the results are representative of our
relationships with our VARs and customers; an area we have
worked hard to improve over the past year," said Ron
Howard, Hayes Chairman and Chief Executive Officer. "This
award resoundingly reaffirms our position as an industry
leader, providing our partners and customers with
high- performing, value-based modems and superior customer
support. Hayes will continue to deliver our award-winning
products and services as long as the industry demands
them."

The eight categories that were used in the VARBusiness
survey are as follows:

--   V.90 standard support

--   Vendor technical support

--   Software upgradeability

--   Ease of installation

--   Compatibility

--   Device management support

--   Support for voice and fax capabilities

--   Reliability of connection speed

In the article, VARBusiness defined its methodology: "The
Companies rated in this Product Report were selected by
market share and sales through VARs. VARs' names were
selected from VARBusiness' circulation database. In all,
134 VARs rated the importance of eight product features and
their satisfaction with their vendors' products for those
features. Research results are at a 94 percent confidence
level. Interviews were conducted Sept. 14 to Sept. 17, 1998  
by VF Information Services, Langhorne, PA."


HOME HOLDINGS: Quarterly Operating Statement
--------------------------------------------
Home Holdings Inc., debtor, reports that for the quarterly
period ending September 30, 1998 quarterly disbursements
totaled $303,836.  The company reported net income for the
period of $1,257,925 and a quarterly operating loss
reported was $2,960,986.


IMARK TECHNOLOGIES: Expects To File Plan Within 30 Days
-------------------------------------------------------
Imark Technologies, Inc. reports to the SEC that the
company filed for reorganization under Chapter 11 of the  
Federal bankruptcy law. International Advance, Imark's
largest creditor, has agreed to provide DIP financing to
fund the reorganization.  
The filing was made in the United States Bankruptcy Court -
Eastern District of Virginia (Alexandria Division).A plan
of reorganization is expected to be filed with the court
within the next 30 days. On October 29, 1998, the company
was notified by NASDAQ that it no longer qualifies for
listing on the NASDAQ stock market and has been delisted.
(States SEC - 11/09/98)


INTERNATIONAL TESTING: Files For Chapter 11 Protection
------------------------------------------------------
International Testing Services, Inc. (OTC Bulletin Board:
ITST) (ITS or the Company) announced today that it has
filed a petition under the provisions of Chapter 11 of
Title 11 of the United States  Code in the United States
Bankruptcy Court for the Southern District of Texas.   The
filing on Monday, November 9, will allow the Company to
continue its efforts to reorganize and recapitalize to
address its previously announced  liquidity and balance
sheet difficulties.

ITS, with headquarters in Pasadena, is an environmental and
safety related company engaged in non-destructive testing
services for the petrochemical, refining and pipeline
industries.  ITS's common stock is listed OTC (symbol  


LYON'S RESTAURANTS: ICH Announces Acquisition
---------------------------------------------
ICH Corporation (Amex: IH) announced on November 9, 1998
that the bankruptcy court supervising the chapter 11 case
of Lyon's  Restaurants, Inc. has approved the sale of
substantially all of the assets and  operations of Lyon's
to Lyon's of California, Inc., a newly-formed wholly-
owned  subsidiary of ICH, for $22.6 million.  The sale is
expected to close during the fourth quarter.  Lyon's, a
privately-held company originally established in 1913,
currently owns and operates 77 full-service family dining
restaurants, located primarily in Northern California and
doing business under the "Lyon's"  name.  During 1997,
those restaurants generated total sales of approximately  
$124 million, for an average unit volume of about $1.6
million.

The assets to be purchased include substantially all of
Lyon's tangible and intangible assets, including the Lyon's
trademark and certain related marks, as well as  Lyon's
leasehold interests, real estate improvements, restaurant
equipment and  related assets.  Of the total $22.6 million
purchase price, up to $16.5 million is to be financed by
U.S. Restaurant Properties (NYSE: USV) through leasehold
mortgage and equipment financing.  The balance of the
purchase price will come from ICH's working capital.

Lyon's, including the Lyon's trademark, was purchased from
its former majority shareholder, the Sara Lee Corporation,
in a management-led leveraged buyout in 1988 for
approximately $70 million.  Lyon's has been in default of
various covenants related to that acquisition indebtedness
since 1995, and on September 9, 1998 the company filed for
chapter 11 protection in the U.S. Bankruptcy Court for the
Northern District of California with approximately $29
million in  principal and interest of that acquisition debt
still outstanding.

ICH is a Delaware holding corporation which, through its
operating subsidiaries, is the second largest operator of
Arby's restaurants, currently operating 178  restaurants
located primarily in Texas, Michigan, Pennsylvania,  
Florida and California.


MED-CHEM HEALTH: Board Members Resign
-------------------------------------
Med-Chem Health Care Limited announced today that  
John DiManno and Masood Jabbar resigned from the board of
directors on November 6, 1998 and that Raafat F. Guirguis,
a senior executive with a number of Canadian companies,  
was appointed to the board of directors also on  
November 6, 1998.

Med-Chem Health Care Limited also announced that it
received a notice of demand from the holder of a secured
note together with a notice of intention to enforce
security under section 244(1) of the Bankruptcy and
Insolvency Act (Canada). The holder of the secured note
claims that the total indebtedness is approximately $18.9  
million. Med-Chem Health Care Limited disputes the  
validity of the  notice of demand and the notice of
intention to enforce security.(Canada Newswire-11/09/98)


MRS TECHNOLOGY: Gets Court Approval of Equipment Deal
-----------------------------------------------------
MRS Technology, Inc., (NASDAQ:MRSIQ) reported that the
federal bankruptcy court in Worcester, Massachusetts, had
approved on Monday, November 9, 1998, a transaction in
which the Company will supply a U.S. manufacturer of high
density interconnect (HDI) products with a specially
configured Model 5200 PanelPrinter and will provide an
option for the purchase of two additional systems in early
1999. Additional information on this transaction was
reported  on November 7, 1998. If the option for the
additional systems is exercised, the combined transaction
would be valued at over $4,500,000.

The Company also reported that the Court had approved the
lease for the Company's new facilities at 231 Sutton
Street, North Andover, MA 01845. The new telephone numbers
are 978-682-4000 (main) and 978-989-9222 (fax). The move
into these facilities is substantially complete.
Telecommunications capability is being installed on an
accelerated schedule and is expected to be completed
for  the office area by the end of the day today, and for
the systems center by the  end of the day tomorrow.


MRS Technology, Inc. is a leading supplier of advanced
systems needed for production of electronic products
manufactured with large area microlithographic processes.
Based in Chelmsford, Massachusetts, MRS Technology
markets and sells its products worldwide. The Company's
Common Stock is traded on the Nasdaq National Market; its
trading symbol is MRSIQ.


NEXAR TECHNOLOGIES: Informs SEC Of Possible Bankruptcy
------------------------------------------------------
Nexar Technologies Inc. issued a press release on November
6, 1998 announcing that it has closed its California
manufacturing facility pursuant to an early termination of
its lease with the landlord as part of its ongoing attempt
to restructure its operations.   The Company continues to
be adversely affected by cash flow constraints and its
inability to raise the necessary capital to adequately
fund operations.  Despite Nexar's ongoing restructuring
efforts, the Company warned that its inability to date to
obtain sufficient new financing and concern among its  
creditors may soon force the Company to seek protection
under insolvency laws.  Certain of Nexar's trade creditors
have recently filed lawsuits seeking payment  of monies
owed for goods and services supplied to Nexar. In addition,
holders  of 26,461 shares of Nexar's Series B Convertible
Preferred stock have exercised  their right of redemption
of such shares at an aggregate redemption price of  
approximately $3.3 million. (States SEC - 11/09/98)


ONE STOP WIRELESS: Motion For Substantive Consolidation
-------------------------------------------------------
Cellexis International, Inc., a creditor of One Stop
Wireless of America, Inc., Pre-Paid Cellular, Inc.(Nevada)
and Pre-Paid Cellular Inc. (Canada), debtor, is seeking a
court order directing the estates of the debtor to be
substantively consolidated.

Cellexis points out that PPC Canada and PPC Nevada have
identical stock ownership, with the same principal
stockholders.  OSW is a wholly owned subsidiary of PPC
Nevada, effectively placing corporate control in the same
persons.  The debtors have shared offices and common
employees and officers.

Cellexis also points out confusion in doing business among
the names used by the debtors and a commingling of
financial affairs.  Every plan o of reorganization has
been premised on the fact that the estates be
substantively consolidated.  Accordingly , Cellexis seeks
a court order directing the substantive consolidation of
the estates.


SILAS CREEK RETAIL: Taps Seitz & Sublett
----------------------------------------
Silas Creek Retail, Inc. and its debtor affiliates seek an
order authorizing the retention and employment of Seitz &
Sublett, P.A. as preparers' of the debtors' 1998 tax
return, monthly operating reports and other reports.

The debtor also seeks to retain Accu-Comp LLC as debtors'
workers' compensation auditor.


SMITH TECHNOLOGY: Joint Disclosure Statement
--------------------------------------------
Smith Technology Corporation together with its affiliated
debtors, The Chase Manhattan Bank and BTM Capital
Corporation propose a joint plan of liquidation.  In the
preamble of the joint disclosure statement the parties
state that it is highly unusual for a lender and a debtor
to jointly propose a plan without the advance concurrence
of the Creditors' Committee.  "However these cases are
unusual."

The deadline for voting on the plan is December 15, 1998.

Summary of Estimated Distributions Under the Plan:

Administrative Claims - Estimated at $200,000 to $400,000.  
Estimated Recovery - 100%

Professional Fee Claims - Estimated $1 million-$1.2
million
Estimated Recovery - 100%

Priority claims - Estimated $700,000-$850,000
Estimated Percentage Recovery - 100%

Priority Tax Claims - $300,000 - $450,000
Estimated Percentage Recovery - 100%

Lenders' Allowed Secured Claim Amount: $12,498,696
Estimated Percentage Recovery: 64.8%
Estimated Percentage Recovery on Lenders' Entire Claims:
18.2%

Estimated Aggregate Claims Amount: $300,000-$450,000

General Unsecured Claims: Lenders Allowed Unsecured Claim
$32 million

Other Unsecured Claims: $30 million to $35 million

Estimated Percentage Recovery: With Lenders'
Subordination:
Accepting Creditors 7.75%
Non Accepting Creditors 1.7-3.7%

Without Lenders' Subordination
All Class VI Creditors 1.7-3.7%

Interests - No Recovery


SOUTHERN AIR TRANSPORT: Creditors Committee To Meet
----------------------------------------------------
The creditors committee formed in the wake of the Chapter
11 filing by Southern Air Transport will hold its first
meeting.

The largest creditor is Finova Capital Corp., an aircraft-
leasing firm, which claims that the all-cargo airline owes
it some $14 million.  Other creditors include Air Canada,
Cargolux Airlines International, Japan Airlines,  Local 747
of the Teamsters union's airline division and AAR Air
Frame and Accessories Group Inc.

Southern, which suspended all operations in late September,
filed for protection from creditors under Chapter 11 of the
U.S. Bankruptcy Code on Oct. 1, but has until Nov. 16 to
file schedules of debts and assets.

Judge Donald Calhoun of the U.S. Bankruptcy Court in
Columbus is presiding  over the case.

Randall D. LaTour, an attorney with Vorys, Sater Seymour &
Pease, represents Southern Air. John Hoffman, an attorney
with Arter & Hadden, represents the creditors.(Journal of
Commerce; 11/09/98)                     


SUN TV: Committee Seeks To Retain Real Estate Consultants
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Sun TV
and Appliances, Inc. and Sun Television and Appliances,
Inc. seeks to retain D.G. Hart Associates Inc. for the
purpose of valuing all of the debtors' existing real
estate interests.  As a specialty retailer, the debtors
own or lease real estate in eight different states.

The Committee seeks to retain DGH for the purposes of
providing 59 real estate valuations and analyses with
respect to all of the properties presently owned or leased
by the debtors.  The firm will charge between $125 and
$250 per hour.


THE PHARMACY FUND: Seeks Continued Retention of CEO
---------------------------------------------------
The Pharmacy Fund, Inc. and Pharmacy Fund Receivables,
Inc., seek entry of an order authorizing the continued
employment and retention of David Pauker, chief operating
officer and others pursuant to a consulting agreement.

The Letter Agreement providing for Pauker's continued
employment also provides that Pauker serve as COO of both
debtor entities, that Pauker and Harrison J. Goldin  be
elected to the Board of Directors, that additional
employees of Goldin Associates, LLC be provided the
debtors as necessary, and that a monthly compensation be
paid of $75,000 for services rendered.


THE SCORE BOARD: Seeks Interim Post-Petition Financing
------------------------------------------------------
The Score Board, Inc. and The Score Board Holding
Corporation, debtors, received authority to obtain
additional post petition loans, advances and other
financial accomodations in Congress Financial
Corporation's sole discretion in an amount to exceed
$66,774 during the week of November 1, 1998; and in an
amount not to exceed $8,000 during the week ending
November 8, 1998, on an interim basis from Congress
Financial Corporation in accordance with the Budget
Request.


TIE/COMMUNICATIONS: Taps PricewaterhouseCoopers
-----------------------------------------------
The debtor, Tie/Communications, Inc. seeks to employ
PricewaterhouseCoopers LLP as special tax advisors during
the pendency of the case.  The firm will provide tax
advice related to the sale of the debtor's operating
assets to Convergent Communications Services, assist in the
preparation of federal tax returns, and provide other tax
services as needed.

                 ***********

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

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

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

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

Copyright 1998.  All rights reserved.  ISSN 1520-9474.  
This material is copyrighted and any commercial use, resale
or publication in any form (including e-mail forwarding,
electronic re-mailing and photocopying) is strictly
prohibited without prior written permission of the
publishers.   

Information contained herein is obtained from sources
believed to be reliable, but is not guaranteed.  The TCR
subscription rate is $575 for six months delivered via e-
mail.  Additional e-mail subscriptions for members of the
same firm for the term of the initial subscription or
balance thereof are $25 each.  For subscription
information, contact Christopher Beard at 301/951-6400.  

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