TCR_Public/981119.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
  Thursday, November 19, 1998, Vol. 2, No. 227

ACCESS BEYOND TECHNOLOGIES: Committee Objects To Advisors
AL TECH: Universal Backs Off Purchase
BOSTON CHICKEN: Franchisee Lists $104M In Debts
BROTHERS GOURMET: Settlement With Deschis USA
CHEMTRAK: Intends to Sell Assets Through Chapter 11

LEVITZ FURNITURE: Customer Credit Insurance Program
LIFEONE: Judge to Issue Ruling on Involuntary Petition
LIVENT INC: To File for Bankruptcy Protection

MAGNACOM: Bankruptcy Has Implications for GST
MAIDENFORM WORLDWIDE: Taps Accountants Arthur Andersen
MAIDENFORM WORLDWIDE: Seeks Financing Maturity Extension
ONEITA INDUSTRIES: Court Rejects CEO's Contract
PETRIE RETAIL: Fashion Bug To Buy Assets For $37 Million

SANTA FE: Tries to Restructure Debt to Avoid Bankruptcy
SIZZLER: Reports Seventh Straight Quarter Gains    
SYQYEST: Buyers Can Expect Fire Sale
SYQUEST: Files Chapter 11, Announces Sale of Assets
THE PHARMACY FUND: Joint Retention of Ernst & Young
VALU FOOD: Considers Bankruptcy


ACCESS BEYOND TECHNOLOGIES: Committee Objects To Advisors
The Official Committee of Unsecured Creditors objects to
the application of the debtors, Access Beyond Technologies,
Inc., et al., for authorization to employ Volpe Brown
Whelan & Company LLC as financial advisors and investment
bankers for the debtors.

The fee structure for Volpe Brown provides that in
addition to a monthly fee of $75,000, Volpe Brown is
eligible for certain transaction fees including 2% of the
aggregate principal amount of cash, stock or other
consideration received in a debt offering.  According to
the debtor's attorney, Volpe Brown maintains that the
calculation of the 2% new debt financing fee will be
based on the gross amount of the new facility,
irrespective of the net post-petition benefit to the
debtors.  The Committee objects to the application of the
debt financing fee to the debtors' prepetition

The Committee also objects to the application due to a
possible fee for outsourcing of the Norcross Manufacturing
or Asian operation entered into by the debtors.  The
Committee objects to the fee of 7% of the value to be
received by Volpe Brown in connection with any equity
offering and the Committee objects to the application to
the extent that the firm is not required to provide
information concerning its time spent on services for the
debtors, particularly since this is a flat fee.  The
Committee states that it will be impossible to assess the
reasonableness of the fee.

AL TECH: Universal Backs Off Purchase
Universal Stainless & Alloy Products said yesterday it
would not buy AL Tech Specialty Steel, a bankrupt New York
steel producer, for $38 million.

President Mac McAninch said Universal Stainless would have
had to assume more of AL Tech's liabilities than it
anticipated and that he wasn't willing to  burden Universal
stockholders with that load. He declined to identify the  
liabilities or put a dollar figure on them, but indicated a
deal could still be made at a lower price.

"We would consider completing the transaction under the
right circumstances," McAninch said.

When the Bridgeville steel producer proposed the
acquisition last month, it said it would have had to take
on $8 million to $10 million of AL Tech's liabilities as
part of the $38 million purchase price.  The liabilities in
question include AL Tech's obligations for environmental  
cleanup, pension costs and retiree health care costs, said
Kevin Sanvidge, AL Tech's director of administration.
Sanvidge said the company is also considering an offer from
Atlas Specialty Steels of Welland, Ont. He would not  
say how much the Canadian steel producer offered.

AL Tech would give Universal a ready market for the
semifinished steel it produces. The Dunkirk, N.Y. company's
800 employees produce bar, rod, wire and other specialty
steel products, generating sales of $84 million for the 12  
months ended Sept. 30. It sought Chapter 11 protection from
creditors in December on the heels of the bankruptcy of its
South Korean parent, Sammi Steel Co.  Atlas was a former
Sammi unit that filed for bankruptcy at the same time as
its parent. New investors brought Atlas out of bankruptcy
in April.  Universal had sales of $59.5 million for the
nine months ended Sept. 30. It has about 290 employees,
most of whom work at its Bridgeville plant. Its plant in
Titusville, Crawford County, employs 45 to 50, McAninch
said.  The company had a commitment from PNC Bank to
finance the acquisition and provide credit to AL Tech.
McAninch said Universal had talks with AL Tech's  
labor union and utility companies on working out new
contracts that its offer was conditioned on.

Universal continued pursuing other opportunities while it
was talking with AL Tech, and McAninch said those efforts
will continue.  "We want to continue to grow this company,"
he said. Universal shares closed yesterday at $7.375, up 75
cents. (Pittsburgh Post Gazette - 11/18/98)

BOSTON CHICKEN: Franchisee Lists $104M In Debts
The chapter 11 petition of Anaheim, Calif.-based Boston
West LLC, operator of 82 Boston Market restaurants, lists
total assets and liabilities of about $36.4 million and
$104.3 million, respectively. The Boston Chicken Inc.
franchisee's petition, filed Nov. 9 in Santa Ana, Calif.,
estimates that there are between 100 and 199 creditors and
predicts that funds will be available for distribution to
unsecured creditors. Golden, Colo.-based Boston Chicken is
by far the largest unsecured creditor with a claim of more
than $56 million. (The Daily Bankruptcy Review and ABI
Copyright c November 18, 1998)

BROTHERS GOURMET: Settlement With Deschis USA
The debtors, Brothers Gourmet Coffees, Inc., et al., are
seeking court approval of a certain Stipulation of
Settlement with Deschis USA Corp.

To ensure a continuous supply of Mexican Decaf Coffee,
prior to the Petition Date, Brothers entered into
contracts for the purchase of Mexican Decaf Coffee with
Deschis.  For at least three years prior to the Petition
Date, Deschis had been Brothers' sole supplier of Mexican
Decaf Coffee.

The principal terms of the Settlement are as follows:

Deschis will return three of the Redelivered Lots to
Brothers and will receive a prepetition general, unsecured
claim for the purchase price of the lots.  On the 91st day
following the redelivery of the third lot, Brothers will
be deemed to have released any claims against Deschis up
to the date of the settlement.

The price under the existing Mexican Decaf Contracts will
be deemed to have been modified to a price per pound equal
to 3 cents over the market price for such coffee on the
date a delivery order is issued.  In no event will the
price exceed $1.5275.

Deschis will have a claim against the estate for the
difference between the price under the Existing Mexican
Decaf Contracts and the modified price provided in the
Deschis Settlement.  To the extent that Brothers accepts
delivery of coffee under an existing Mexican Decaf
Contract, the claim will be subordinated to the claims of
Brothers' general unsecured creditors.

Until December 31, 1998 Deschis will reinstate payment
terms of net 30 days, although such payment terms only
will be available for one lot of coffee at any particular

CHEMTRAK: Intends to Sell Assets Through Chapter 11
ChemTrak Inc., Sunnyvale, Calif., announced this week that
it has signed a letter of intent to sell all of its assets
and operations to Clinimetrics Research Associates Inc.,
San Jose, Calif., and that implementing the agreement would
require ChemTrak to file chapter 11 prior to completing the
agreement, according to a newswire report. Clinimetrics
would assume certain liabilities and pay additional funds
to the company. Proceeds would be used to satisfy secured
creditors' claims, as well as a substantial portion of
unsecured creditors' claims. The agreement is still subject
to approval by ChemTrak's board, its creditors' committee
and the bankruptcy court. Due diligence has begun, and a
definitive agreement is expected to be signed by Nov. 30.

The court gave final approval to Geotek Communications
Inc.'s use of cash collateral in winding down its
operations, extended its exclusive period to file a
liquidating reorganization plan for 90 days, and set a Dec.
18 hearing date for the sale of its licenses.  
Additionally, the court approved an administrative expense
claim and a success fee for consultant-boardmember Roger
Krants as well as an increase in the monthly fee charged by
Zolfo Cooper Management Inc. LLC.  Geotek expects to seek
confirmation of a plan in January but the wind-down process
would continue for several months after that. (Federal
Filings Inc. 18-Nov-98)

Integrated Packaging Assembly Corp., San Jose, Calif.,
announced that it may seek bankruptcy protection following
its report of a 19-cents per share loss in the third
quarter, according to Reuters. The company, which assembles
integrated circuits for the semiconductor industry, stopped
making scheduled payments on some loans and leases at the
end of the second quarter and is trying to renegotiate
these payments. Three of the secured creditors have begun
action against the company seeking monetary damages and
recovery of the financed equipment. (ABI 18-Nov-98)

LEVITZ FURNITURE: Customer Credit Insurance Program
The debtors, Levitz Furniture Incorporated, et al., is
seeking authorization to enter into a customer credit
insurance program, including authorization to enter into a
service agreement with American Bankers Insurance Company
of Florida, American Bankers Life Assurance Company of
Florida and Bankers American Life Assurance Company,
acquire a newly formed and licensed reinsurance company
and provide financial assurance for certain obligations of
the new reinsurance subsidiary.

LIFEONE: Judge to Issue Ruling on Involuntary Petition
LifeOne Inc., Bethesda, Md., announced yesterday that the
judge presiding over the involuntary bankruptcy petition
filed against the company in August will issue a ruling on
or around Dec. 1, according to a newswire report. The
petition was filed in the Western District of Louisiana by
Arcadia Mutual Fund Inc., Asia Equities Inc. and Black Sea
Investments Ltd. Arcadia and Asia are named in LifeOne's
shareholder lawsuit alleging a fraudulent stock shorting
scheme against the company. The judge made the announcement
about the forthcoming ruling at the end of a hearing that
took place Monday in Alexandria, La. (ABI 18-Nov-98)

LIVENT INC: To File for Bankruptcy Protection
Livent Inc., North America's largest theater producer, is
expected to file for chapter 11 protection in the United
States and for relief from creditors under Canada's
Companies Creditors' Arrangement Act, according to Reuters.
Based in Toronto, Livent said in late October that it
expected to file restated earnings by the second week of
November, but on Friday, it said those results would not be
public until the end of the month. Livent, which is the
producer of several Broadway shows, including "Ragtime,"
reportedly has about C$230 million in debt. Fifteen of the
company's bondholders have hired bankruptcy specialists to
negotiate new terms of credit to recoup the $125 million
they are reportedly owed. (ABI 18-Nov-98)

MAGNACOM: Bankruptcy Has Implications for GST
Magnacom Wireless LLC, a Vancouver telecommunications
company that filed for chapter 11 protection in late
October, is controlled by John Warta, a former GST
Telecommunications CEO, according to The Portland Business
Journal. Warta is among the defendants in a recently filed
fraud lawsuit brought by GST against some former
directors and officers. Earlier in the week, GST announced
its third quarter earnings and said it was taking a $15.7
million charge related to Magnacom’s bankruptcy. The
charge represents funds paid to Magnacom as part of a
prepaid services agreement with GST and some funds paid to
Magnacom for facilities development and administrative
overhead. GST management stresses that the fraud suit and
the Magnacom bankruptcy are two separate events. The
bankruptcy filing in Tacoma, Wash., did not contain much
information and said that assets and liabilities are both
estimated to be $50 million to $100 million. No secured
creditors are listed in the filing, but GST is the top
unsecured creditor, reportedly owed $678,751 for payment of
a loan. (ABI 18-Nov-98)

MAIDENFORM WORLDWIDE: Taps Accountants Arthur Andersen
Maidenform Worldwide, Inc., et al., debtors seek an order
authorizing the debtors to retain the firm of Arthur
Andersen LLP as accountants and financial advisors.  The
accounting firm will be compensated on a fixed fee basis
in the amount of $295,000. for the audit of the Maidenform
Worldwide, Inc. and Subsidiaries' financial statements for
the year ending December 31, 1998, the review of the
Maidenform Consolidated Entities' 1998 federal and state
tax returns for the year ending December 31, 1998 and the
audit of the Maidenform 401(k) plan and the Maidenform
Defined Benefit Plan for the year ending December 31,

MAIDENFORM WORLDWIDE: Seeks Financing Maturity Extension
The debtors, Maidenform Worldwide, Inc., et al., are
seeking an order authorizing the debtors to enter into an
agreement to extend the maturity of the debtors'
postpetition financing facility.

The proposed DIP extension extends the maturity of the DIP
Loan agreement from its current maturity on the earlier of
December 31, 1998 or the date of consummation of a plan of
reorganization of the debtors, to the earlier of September
30, 1999 or the date of consummation of such plan.  There
are also certain minor modifications to the DIP Loan

The debtors state that they have made substantial progress
in the rehabilitation of their businesses.  They have
presented the creditors' committee with a business plan
for 1999 and projections for the two succeeding fiscal
years.  The debtors also state that they have been able to
minimize the amounts borrowed under the DIP Loan Agreement
so that a significant unused portion of the facility has
remained available at all times since the cases began.

Nevertheless, the debtors state that the availability of
credit under the DIP Loan Agreement is critical for
maintaining the confidence of, and the extensions of credit
by, the debtors' vendors and suppliers.

ONEITA INDUSTRIES: Court Rejects CEO's Contract
The court denied Oneita's request for approval of a nearly
$1 million employment contract with President and Chief
Executive Officer Michael Billingsley after the company's
prepetition lenders voiced opposition to the contract.  The
lenders, Albert Fried & Co. LLC, Cerberus Partners L.P.,
Foothill Capital Corp., SAC Capital Associates, and
Prudential Insurance Co. of America, agreed Billingsley was
doing a good job but opposed the proposed arrangement for
several reasons.  The court denied the motion without
prejudice on November 9. (Federal Filings Inc. 18-Nov-98)

PETRIE RETAIL: Fashion Bug To Buy Assets For $37 Million
Petrie Retail Inc. and its official committee of unsecured
creditors have agreed to sell the women's apparel
retailer's remaining 98 stores to Charming Shoppes Inc.
(CHRS), d/b/a Fashion Bug, for $37 million under an
agreement that will serve as the basis for a liquidating
reorganization plan.  Bensalem, Penn.-based Fashion Bug
initially expressed interest in acquiring the Petrie stores
"after it became apparent to the Committee that the Debtors
may not have sufficient funds to satisfy all of their
administrative and priority expenses," according to the
committee's Nov. 13 motion.  (Federal Filings Inc. 18-Nov-

SANTA FE: Tries to Restructure Debt to Avoid Bankruptcy
Santa Fe Gaming Corp's subsidiary Pioneer Finance Corp. has
told investors that it cannot make the bond payments due
Dec. 1 on $60 million in debt and may have to file for
bankruptcy protection; if it does, it is likely that parent
Santa Fe also would file, The Wall Street Journal reported.
Santa Fe Gaming, which operates casinos in Las Vegas,
has requested that bondholders extend repayment deadlines
by several years and waive Santa Fe's guarantee of it.
Santa Fe said it has sent the documents to investors and
that its largest bondholder has agreed to such terms. The
Culinary Union, Las Vegas, is lobbying investors to force
the company to pay off the bonds by selling assets,
including the Santa Fe Hotel & Casino, also in Las Vegas.
The union held a conference call yesterday with investors
on the matter. Santa Fe Gaming and the union have been in
contract negotiations for more than a year, and the union
argues that the company has not been run for the benefit of
investors or employees. A default on the Pioneer bonds
could cause further debt defaults for Santa Fe Gaming by
legally allowing other credit holders to call in or
accelerate payment of their debts, according to the
documents the company sent to investors. Because of Santa
Fe's guarantee on the debt, it is now liable to pay the
bonds on behalf of its Pioneer subsidiary.(ABI 18-Nov-98)

SIZZLER: Reports Seventh Straight Quarter Gains    
Sizzler International Inc. (NYSE:SZ) Wednesday announced
earnings per share of 6 cents for the second  
quarter ended Oct. 18, 1998.  The earnings results reflect
continuing strong profit contributions from the company's
international operations and increased profitability in
domestic operations, primarily due to same-store-sales
gains in the United States.

Sizzler International Chief Executive Officer James A.
Collins said: "In the past two years, we have changed from
a company with operating losses in our largest market, the
U.S., to a company with growing, increasingly profitable  
domestic and international operations. To accomplish this,
we have revitalized the Sizzler concept, become more cost
effective and dramatically improved our financial

For the 12 weeks ended Oct. 18, 1998, consolidated revenues
were $51, 014,000, as compared with $56,507,000 in the same
quarter a year ago. The decrease in the average Australian
dollar exchange rate for the quarter to $0.596 vs. last  
year's $0.733 reduced comparative revenues by approximately
$6.2 million in U.S. dollars.

Net income increased 107 percent to $1,604,000, or 6 cents
per share, compared with $776,000, or 3 cents per share, in
the second quarter a year ago.

For the 24 weeks ended Oct. 18, 1998, Sizzler reported
revenues of $103,592,000 vs. $116,093,000 in the same
period last year. The decrease in the average Australian
dollar exchange rate for the period to $0.607 vs. last  
year's $0.747 reduced comparative reported revenues by
approximately $12.6 million in U.S. dollars.

Net income increased 62 percent to $3,665,000, or 13 cents
per share, compared  with $2,263,000, or 8 cents per share,
in the same period a year ago.

"In the second quarter, same-store sales were 7.4 percent
higher than last year, margin per guest rose 17 percent,
and we've continued to realize a turnaround in customer
counts, on a per restaurant basis. Same-store guest counts
were down only 1.7 percent, an improvement of 1.7 points
over last quarter.

For the quarter, international operations reported earnings
before interest, taxes and parent company overhead of
$1,912,000, as compared with $1,794,000 for the second
quarter of last year. The decrease in the average
Australian dollar exchange rate reduced current-year
earnings by approximately $424,000.

Kevin W. Perkins, president and chief executive officer of
the company's international division, said, "Our results
are excellent, as both our Sizzler and KFC restaurants in
Australia are just coming into their key selling season -
- summer in the Southern hemisphere. "Our 99 company-
operated KFC restaurants in Queensland, Australia, continue
to generate substantial cash flow and to be a major
contributor to total company earnings.

"Our company-operated Sizzler restaurants in Australia
have narrowed the decline in same-store sales and customer
counts, with both comparable-store sales and guests counts
down only minimally for the quarter. These gains  
enabled our 30 Sizzler restaurants in Australia to play a
significant role in  positive overall international
earnings results," Perkins added.

Collins said, "Same-store-sales gains are the largest since
the late 1980s. And, as the elements of the successful
repositioning of the U.S. Sizzlers are beginning to be
introduced in our Australian Sizzlers, we are beginning to
see markedly improved results there as well.

Sizzler International operates, franchises or joint
ventures 348 Sizzler restaurants worldwide, in addition to
the 99 KFC restaurants in Queensland, Australia.

SYQYEST: Buyers Can Expect Fire Sale
Arizona Republic reports on November 15, 1998 that Syquest
seems to be a goner.   This is the company that makes (or
rather, made) the popular "SparQ" 1-gigabyte removable
cartridge drive. The drives were excellent - my own choice  
and the "editor's choice" from PC Magazine. The company was
selling millions of  them and still went into a nose- dive.
Good product, good sales, no profits. You never know.

The company announced it was halting production and
considering filing for bankruptcy, thus leaving the rich
field of removable drives to Iomega. It  
started this category more than a dozen years ago and has
led the market ever since. Now Iomega not only leads the
removable cartridge drive market, but owns
it. The stock, apparently on rumors and then the
announcement of Syquest's imminent demise, doubled in a
week and tripled in a month.

What it all means for the rest of us is that we can expect
fire- sale prices on some very nice hard drives and the 1GB
cartridges that go with them. Bad news for Syquest will be
good news for buyers. The company has promised to  
continue support for the drives, and whether it can keep
that promise or not there are enough of them out there so
that somebody will provide technical support.

SYQUEST: Files Chapter 11, Announces Sale of Assets
SyQuest Technology Inc., Fremont, Calif., has filed for
chapter 11 protection and announced that an unidentified
buyer will acquire its patents, other intellectual
property, manufacturing and development equipment, finished
goods, work in process and raw material inventory for disk
drives and cartridges, according to Reuters. The pioneer in
removable computer storage devices did not disclose the
terms of the sale, but it will retain all its accounts
receivable and ownership of its building in Malaysia. The
sale of assets is subject to approval by the bankruptcy
court and possibly a Malaysian court. According to another
newswire report, the letter of intent is subject to the
parties entering into definitive agreements no later than
Nov. 25. Early this month the company had announced that it
was considering a bankruptcy filing and that it shut down
operations. In August, SyQuest, which was founded in 1982,
reported a third quarter loss of $42.5 million. (ABI 18-

THE PHARMACY FUND: Joint Retention of Ernst & Young
The Pharmacy Fund, Inc. and Pharmacy Fund Receivables,
inc. and the Official Committee of Unsecured Creditors
seek authority to retain Ernst & Young LLP as accountants
to both the debtors and the Committee.

Among other things, the accountants will assist the
debtors and the Committee in the investigation and
reconciliation of claims asserted by or against the
debtors, assist in the preparation and evaluation of
financial and operating reports and projections, verify
assets and liabilities, review loan documents, develop
alternative liquidating financial restructuring and/or
business plans and participate in selecting the most
appropriate plan.

A condition of Ernst & Young's retention is that a
separate carveout will be established for the fees and
expenses of Ernst & Young.

VALU FOOD: Considers Bankruptcy
Valu Food Inc. owner Louis Denrich has not confirmed or
denied speculation that the Baltimore, Md. area grocery
chain may filed chapter 11, but he did say that the company
is considering all options as it tries to revive itself,
The Baltimore Business Journal reported. Denrich is
revamping the chain's image and operations, and he said
that "should some form of reorganization need to occur to
secure our future, we'll do whatever it takes to be a
stronger grocer." Denrich did not disclose any information
on the current financial condition of the company but did
say that the sales increase has not been strong. One of the
largest locally owned grocery chains in the area, it was
founded in 1959 by Denrich's father. (ABI 18-Nov-98)


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