TCR_Public/981123.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, November 23, 1998, Vol. 2, No. 229
                 
                 Headlines

AHERF: Creditors Request Trustee
AHERF: Washington Hospital Offers $19 Million For Hospital
AMERITRUCK: Notification of Late Filing
APPLIANCE RECYCLING: Files Quarterly Results
CAMELOT MUSIC: Applies to Withdraw Registration Statement

CITYSCAPE FINANCIAL: Reports Suspension of Loans to SEC
CONSUMER PORTFOLIO: Notification of Late Filing
DANKA: May File for Bankruptcy
DOCTOR'S HEALTH: Files Bankruptcy Petition
EMERALD GROUP: Case Summary & 20 Largest Creditors

EQUITEX INC: Notification of Late Filing
FPA: Former Doctors Want HMO's To Pay
FPA MEDICAL: Indenture Trustee Seeks Data Room Access
GEOTEK COMMUNICATIONS: Notification of Late Filing
GOLDEN BOOKS: Doubts Going Concern

HAYES CORP: Notification of Late Filing
LIVENT INC: Garth Drabinsky Speaks Out
LIVENT INC: DIP Funding Approved
MATEC CORP: Files Quarterly Report With SEC
NU KOTE HOLDING: Third Quarter Results

ONCOR INC: Extreme Financial Difficulties
PARAGON TRADE: Exclusivity Extended As Talks Progress
PEGASUS GOLD: Third Quarter Results
PHP HEALTHCARE: Ambulatory Healthcare Responds
PHP HEALTHCARE: Files Bankruptcy Petition

PITTSBURGH PENGUINS: Judge Doesn't Like Terms of Loan
POCKET COMMUNICATIONS: FCC To Sell Licenses
PROXIMITY COMMUNICATIONS INC: Case Summary & 20 Creditors
PROXIMITY COMMUNICATIONS LLC: Case Summary & 20 Creditors
QUADRUM BANK: Sells Services Division to David J. Joseph

RAND ENERGY: Case Summary & 20 Largest Creditors
READING CHINA: Paragon Capital to Provide Financing
SANWA BANK: Reports $50 Billion in Bad Loans
SMITH TECHNOLOGY: Lenders File Plan w/o Panel Support
SUN TV: Universal Asset Wins GOB Auction

TELETRAC HOLDINGS INC: Reports Quarter Results
VALU FOOD: Files Chapter 11 Bankruptcy
WASTEMASTER'S INC: Notifies the SEC of Late Filing
WEINER'S STORES: Reports Third Quarter Results

                 *********

AHERF: Creditors Request Trustee
--------------------------------  
The Pittsburgh Post-Gazette reports on November 19, 1998
that creditors of the Allegheny Health Education and
Research Foundation have asked Federal Bankruptcy Judge M.
Bruce McCullough to appoint a trustee to run it.

The creditors committee's motion requesting a trustee was
filed Monday and was put under court seal at the insistence
of the judge, according to a party to the case who asked
not to be identified.


AHERF: Washington Hospital Offers $19 Million For Hospital
----------------------------------------------------------
The Pittsburgh Post-Gazette reports on November 20, 1998
that Washington Hospital launched what the for-profit
sector would regard as a hostile takeover bid for  
AHERF's Canonsburg Hospital.

Washington said it offered $19 million for the neighboring
hospital -  $15 million of which would be used to assume
Canonsburg's debt. The other $4 million would be used to
upgrade Canonsburg' s emergency and acute care facilities,
Washington said.

Washington President Telford Thomas said his institution
made the bid to ensure that Canonsburg's services and its
ability to refer patients for more advanced care are not
interrupted by AHERF's bankruptcy.

AHERF, however, immediately dismissed the bid as self-
serving.


AMERITRUCK: Notification of Late Filing
---------------------------------------
Ameritruck Distribution Corp. notifies the SEC that the
company requires additional time to prepare the Company's
financial statements to be included in the Quarterly Report
on Form 10-Q for the quarter ended September 30, 1998 to be
filed by the company.

On November 9, 1998, the Company filed voluntary petitions
for relief under Chapter 11 of the United States Bankruptcy
Court in the Northern District of Texas, Dallas Division.
Due to efforts being focused on daily cash management and
on the preparation of the Chapter 11 petitions, as well
as the loss of administrative employees, the Company has
not been able to prepare the financial information for
filing the Form 10-Q. In addition, management must review
the financial statements in relation to the recently
filed petitions and the financial information required by
the Court.


APPLIANCE RECYCLING: Files Quarterly Results
--------------------------------------------
APPLIANCE RECYCLING CENTERS OF AMERICA, INC. reports the
results of its operations to the SEC in its quarterly
report for the period ended October 3, 1998. Recycling
revenues increased for the three months ended October 3,
1998 by $435,000 or 30.8% and decreased for the nine months
ended October 3, 1998 by $868,000 or 17.8% as compared to
the same periods in the prior year.  

The company recorded a net loss of $81,000 (or $.07 per
share) for the three months and $1,715,000 (or $1.44 per
share) for the nine months ended October 3, 1998, compared
to a net loss of $210,000 (or $.18 pershare) and $74,000
(or $.07 per share) in the same periods of 1997.


CAMELOT MUSIC: Applies to Withdraw Registration Statement
---------------------------------------------------------
Camelot Music Holdings, Inc. sent the following letter to
the SEC:

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

         RE:      Camelot Music Holdings, Inc.
                  Registration Statement on Form S-1 (File
No. 333 56811)

Ladies and Gentlemen:

On behalf of Camelot Music Holdings, Inc., a Delaware
corporation (the "Company") and pursuant to the provisions
of Rules 477 and 478 of Regulation C promulgated under the
Securities Act of 1933, we are hereby making an application
for the withdrawal of the Company's Registration Statement
on Form S-1 (File No. 333-56811) (the "Registration
Statement") relating to the
Company's Common Stock, $.01 par value (the "Common
Stock").

The Company seeks to withdraw the Registration Statement in
light of the proposed stock-for-stock merger between the
Company and Trans World Entertainment Corporation ("Trans
World"). The definitive merger agreement (the
"Merger Agreement") is subject to customary closing
conditions, including approval by both Trans World and
Camelot stockholders, and is expected to close
early next year. Under the Merger Agreement, each
stockholder of the Company will receive 1.9 newly issued
shares of Trans World common stock for each share
of Common Stock, and the Company will become a wholly owned
subsidiary of Trans World.

Given these facts, we submit that the Commission's consent
to the withdrawal of the Registration Statement would be
consistent with the public interest and the protection of
investors.


CITYSCAPE FINANCIAL: Reports Suspension of Loans to SEC
-------------------------------------------------------
Cityscape Financial Corp. Of Delaware files SEC FORM 8K             
stating that the company decided to suspend indefinitely
all of its loan origination and purchase activities.  The
Company is notifying its brokers that it has ceased funding
mortgage loans, other than loans that are in its
origination pipeline for which it had issued commitments.  
The Company anticipates that it will continue to process
such committed loans through the Company's debtor-in-
possession financing facilities. A Bankruptcy Court hearing  
to consider confirmation of the Company's previously filed
plan of  reorganization under Chapter 11 of the Bankruptcy
Code was originally scheduled  for November 13, 1998 and
had been adjourned to November 19, 1998. (States SEC;
11/19/98)


CONSUMER PORTFOLIO: Notification of Late Filing
-----------------------------------------------
Consumer Portfolio Services Inc. states to the SEC that,
"The Form 10-Q and the Company's financial statements for
the quarter ended September 30, 1998, could not be filed
within the prescribed time period due to unforeseen delays
arising in its preparation, attributable, in part, to the
Company's relocation of its principal office, which is
still in process. The Company's financial statements could
not be finalized on a timely basis without unreasonable
effort or expense."


DANKA: May File for Bankruptcy
------------------------------
Photocopier supplier Danka Business Systems told the
Securities and Exchange Commission that it would file for
chapter 11 protection and similar bankruptcy laws in Great
Britain and elsewhere if it could not resolve problems
related to its acquisition of Kodak's office equipment
business two years ago, according to Business Day. The
group reported this month that its debts are about $1
billion. Danka's SEC filing indicates that Kodak stopped
shipping supplies and parts to the company in October but
had signed an interim agreement until the end of the
month. Danka is renegotiating lease agreements with GE
Capital after it demanded assurance that it would be paid.
(ABI 20-Nov-98)


DOCTOR'S HEALTH: Files Bankruptcy Petition
------------------------------------------
The Baltimore Sun reports on November 18, 1998 that Doctors
Health Inc. of Owings Mills has filed for bankruptcy
protection and reorganization.  Blue Cross officials
confirmed that Doctors Health has canceled its largest
remaining contract, under which it cared for about 8,800
Blue Cross HMO patients.

Dr. Scott Rifkin, who resigned as chairman of Doctors
Health in April but remains a stockholder and a
participating physician, said yesterday that he  
believes the company has about 25 employees managing
medical practices. As recently as two months ago, it had
about 150 headquarters staff, but many worked on contracts
that since have been canceled.

Creditors with the largest claims, according to the filing
in federal bankruptcy court late Monday, are HBO & Co., an
Atlanta-based health data company, $397,084; and Health
Care Automation (HCA) Inc. of Owings Mills, $139,008.

Doctors Health lost $40 million in the fiscal year that
ended June 30. Over the past few months, Doctors Health
lost its largest contract -- one that provided 56 percent
of its managed-care revenue -- when NYLCare announced  
that it was dropping its Medicare HMO program in Maryland
and some other states. Stewart B. Gold resigned as chief
executive officer last month. He said the move was
voluntary at a time the company wanted to cut
administrative costs.


EMERALD GROUP: Case Summary & 20 Largest Creditors
--------------------------------------------------
Debtor:  Emerald Group International, LLC
         3907 Cobblers Lane
         Dallas, Texas 75287

Court: District of Delaware

Case No.: 98-2339  Chapter: 11

Debtor's Counsel: Michael D. DeBaecke
                  Michael B. Schaedle
                  Blank Rome Comisky & McCauley LLP
                  1201 Market street, Suite 21
                  Wilmington, Delaware
                  (302) 425-6400

20 Largest Unsecured Creditors:

   Name                                    Amount
   ----                                    ------         
Cyrus J. Keefer                          $580,000
Mt. Carmel Overseas Corporation,         $233,000
Powell, Goldstein, Frazer & Murphy        $25,000
Chilivis, Cochran, Larkins & Bever LLP    $15,000
Southwestern Bell Mobile                   $1,000
MCI                                      $750,000
Crest Transportation                         $400
Arch Communications                          $200
Southwestern Bell Business                   $100


EQUITEX INC: Notification of Late Filing
----------------------------------------
Equitex, Inc., a Delaware corporation filed a request with
the SEC, seeking an extension until November 23, 1998 for
the filing of its form 10-QSB quarterly report for the
quarter ended September 30, 1998.  The additional time is
necessary in order for the company's auditors to complete
the preparation fo the required financial statements.


FPA: Former Doctors Want HMO's To Pay
-------------------------------------                
The Sacramento Bee reports on November 19, 1998 that
California doctors on Wednesday petitioned the state to
hold HMOs responsible for paying $60 million the physicians
said they are owed by FPA Medical Management.

The California Medical Association is trying to recoup
money from dozens of HMOs that enlisted FPA to arrange for
health care for their members. The association petitioned
the California Department of Corporations, which  
regulates HMOs, to enforce a state code that holds health
plans responsible for paying for the care their enrollees
receive.

The federal bankruptcy court overseeing FPA's case was
asked to set aside money to pay California physicians. The
court denied  the request.  For their part, health plans
said that they already paid FPA once to arrange for the
care of their enrollees. The HMOs said they should not be
compelled to pay doctors as well.  Doctors should look for
repayment from FPA, said Walter A. Zelman, president of the
California Association of Health Plans.


FPA MEDICAL: Indenture Trustee Seeks Data Room Access
-----------------------------------------------------
The indenture trustee for FPA Medical Managemnet Inc.'s
6.5% convertible notes is trying to gain access to FPA's
Miami data room to examine documents related to the
investigation of potential avoidance claims.  "The
Avoidance Actions potentially represent valuable claims
which can act as the basis for meaningful discussions and
negotiations concerning a consensual plan of reorganization
among the Debtors, the [official creditors'] Committee, and
the Bank Group," asserted First Union N.A.  Initially, FPA
allowed First Union access to the data room beginning on
Oct. 29, noting that documents would be produced on a daily
"rolling" basis until production was completed.  However,
at an Oct. 28 meeting, FPA informed First Union that access
to the data room was terminated absent a court order.
(Federal Filings Inc. 20-Nov-98)


GEOTEK COMMUNICATIONS: Notification of Late Filing
--------------------------------------------------
Geotek Communications Inc. notifies the SEC of a late
filing of its Form 10Q for the following reason:
"On June 29, 1998, Geotek Communications, Inc. ("Geotek")
and 73 of its direct and indirect domestic subsidiaries   
filed  voluntary  petitions  under Chapter 11. As part of
the Chapter 11 Cases, significant matters, which the
Registrant is required to disclose in the Registrant's  
report on Form 10-Q due November 16, 1998,  were heard in
the Bankruptcy  Court the afternoon of November 13, 1998.  
Thus, the Registrant is unable to complete all information  
that is  required  to be  included in its September 30,
1998 report on Form 10-Q by November 16, 1998."


GOLDEN BOOKS: Doubts Going Concern
----------------------------------
Golden Books Family Entertainment Inc. doubts its ability
to operate as a going concern and may file for bankruptcy.  
"[T]he Company's recurring losses from operations,
liquidity and its ability to restructure existing debt with
its creditors and net capital deficiency raise substantial
doubt about its ability to continue as a going concern,"
the company told the Securities and Exchange Commission.  
For the second time in as many months, Golden Books said it
plans to miss a scheduled interest payment.  Golden Books
noted that it has been negotiating a standstill agreement
with its creditors.  "If the Company is not successful in
reaching an agreement with respect to the restructuring of
its debt, and the Company cannot obtain additional capital,
the Company may be forced to seek other alternatives,
including protection under applicable bankruptcy laws."
(Federal Filings Inc. 20-Nov-98)


HAYES CORP: Notification of Late Filing
---------------------------------------
Hayes Corporation relates to the SEC that on October 9,
1998, Hayes Corporation and certain of its subsidiaries
filed for relief under Chapter 11 of the U.S. Bankruptcy
Code. Since the filing, the Company has devoted its
resources toward obtaining financing and continuing its
operations and restructuring plan. The Company has
experienced substantial employee turnover, especially in
persons responsible for SEC filings and related matters. As
a result of the Company's Chapter 11 filing, immediately
following the end of its third quarter, the Company has not
been able to obtain all the information necessary to
provide the disclosures and information required to be
included in its Form 10-Q by the filing due date.


LIVENT INC: Garth Drabinsky Speaks Out
--------------------------------------
A further statement from Garth Drabinsky about the
allegations in the Livent Inc bankruptcy case.

We are outraged by the allegations made by Livent, which
attack our business and moral ethics.  We are prepared --
at the proper time and in the appropriate forum -- to  
respond strongly and factually to each of the spurious
allegations made against  us.

Livent's motivation is clear. The filing of this lawsuit,
in conjunction with seeking bankruptcy protection, is an
attempt to win the sympathy and patience of the company's
bondholders, creditors and class action
plaintiffs. Livent's actions are also intended to deflect
attention from their own ill conceived business decisions.

Although we are constrained from responding in detail to
each of the charges made, we feel compelled to provide to
the public important information on certain allegations:

    - The charges that we received improper personal
benefits from Livent, including in excess of $7.5 million
in payments as set forth in Livent's Statement of Claim,
are completely false. The transactions in question took
place prior to the formation of Livent as a public company
in May, 1993. All of the funds received in this manner were
for appropriate corporate purposes. The transactions
in question took place between private entities. Further,
we held no interest in the other private entities mentioned
in Livent's statement of claim.

- The allegation that travel points accumulated on Livent
credit cards were converted to Mr. Gottlieb's personal use
is false and provides further evidence of Livent's
desperation to paint us in the most unflattering terms.
Livent had an American Express corporate travel
account held in Mr. Gottlieb's name from the early 1990s.
The company's policy was that all travel points for
billings on this card and other corporate cards would
accrue to, and the points would belong to, Livent.  Mr.
Gottlieb has never made personal use of these points, nor
has he attempted to redeem them either before or after his
suspension. Mr. Gottlieb's counsel initially wrote to
Livent's counsel on September 1, to correct this malicious
and false allegation.

Livent's restatement, announced yesterday, is an accounting
sleight-of-hand. By shifting previously recognized income
to future periods, while re-allocating expenses to previous
periods for which we were responsible, new management is
attempting to deflate the financial results of Livent  
associated with our tenure.  We will vigorously defend
ourselves against all of the unfounded charges and  
remain confident we will be vindicated.


LIVENT INC: DIP Funding Approved
--------------------------------
Livent Inc. announced that it had received court approval
for US$5 million in short term Debtor-in-Possession (DIP)  
financing provided by a group of its directors. Approval
came at a hearing of the U.S. Bankruptcy Court for the
Southern District of New York.

The approved funds are intended to address the company's
short term financial needs. Livent's management believes
that a substantially larger DIP facility is required by the
end of the month for a successful reorganization. On
November 18, Livent filed for reorganization under Chapter
11 of the U.S.Bankruptcy Code.

The Ontario Court also approved appointment of Ernst &
Young as monitor for Livent. A monitor, which is required
under the CCAA, assumes reporting and other obligations to
the Court and, through the Court, to the company's
creditors.


MATEC CORP: Files Quarterly Report With SEC
-------------------------------------------
Mate Corp files a quarterly report with the SEC for the
quarterly period ended October 4, 1998. Net sales from
continuing operations for the quarter and nine months ended
October 4, 1998 decreased 25% and 1%, respectively, from
the comparable periods in 1997. The sales decreases during
both periods are due to lower sales of imported product
that is bought and resold. During the quarter ended October
4, 1998, based on the decreased sales and gross margin,
offset in part by a decrease in operating expenses, the
Company reported an operating loss of $279,000 compared to
an operating profit of $64,000 in 1997. Based on the lower
sales level and gross margin, and an increase in
operating expenses, the Company reported an operating loss
of $164,000 during the nine months ended October 4, 1998
compared to an operating profit of $62,000 during the
comparable period in 1997.

As of November 13, 1998, the number of shares outstanding
of Registrant's Common Stock, par value $.05 was 2,716,948.


NU KOTE HOLDING: Third Quarter Results
--------------------------------------
NU KOTE HOLDING INC files its quarterly report with the SEC
for the quarterly period ended September 25, 1998.

Net sales for the quarter ended September 25, 1998 were
$55.1 million, a decline of $17.6 million or 24.2% over the
quarter ended September 26, 1997. For the quarter ended
September 25, 1998, the Company recognized a net loss of
$10.0 million, which was favorable to the net loss of $10.6
million reported in the previous year period.  The decrease
in net loss is directly attributable to: (1) improvement in
gross margins; (2) lower selling, general and
administrative spending; (3) reduced restructuring
expenses; and (4) the extraordinary loss of $2.5 million
realized in the prior year relative to the early
extinguishment of debt.  These favorable items were almost
entirely offset by increased interest expense.

Net sales for the six months ended September 25, 1998 were
$119.3 million, a decline of $33.1 million (21.7%) over the
six months ended September 26, 1997. For the six months
ended September 25, 1998, the company recognized a net
loss of $17.3 million, compared to the net loss of $16.5
million realized in the
previous year period.


ONCOR INC: Extreme Financial Difficulties
-----------------------------------------
The Baltimore Sun reports on November 18, 1998 that Oncor
Inc., the financially troubled Gaithersburg, Maryland  
biotechnology company, posted a loss of $5.5 million for
its third quarter and warned that, due to "extreme
financial difficulties," it may be forced to cease
operations.

Despite the dismal financial picture, the publicly held
company said yesterday in its quarterly filing with the
Securities and Exchange Commission that it has no plans to
file for bankruptcy protection, but cannot guarantee that
creditors will not force it into involuntary bankruptcy.

The company, which reported in its third-quarter statement
that it has less than $1 million in cash on hand to pay for
operations, said it's facing three serious financial
pressures:

Holders of Series A convertible preferred shares are
attempting to redeem the shares in an amount totaling $6
million; the unidentified holder of a $4 million note,
which Oncor says in its SEC filing is secured by
"substantially all of the assets" of the company, has
called the loan due; and the company has been asked to
satisfy unsecured obligations totaling $3 million.

Oncor said that as of Sept. 30 it had $734,000 in cash on
hand. The company's total operating expenses for the
quarter were $8.9 million.  The company's $5.5 million loss
in the quarter that ended Sept. 30, on revenue of $2.3
million, was equivalent to 17 cents a share. Oncor reported
a net loss of $6.9 million, or 27 cents a share, on revenue
of $3.1 million in the corresponding period a year ago.  
For the first nine months, Oncor reported a net loss of
$20.9 million, or 69 cents a share, on revenue of $9.5
million.


PARAGON TRADE: Exclusivity Extended As Talks Progress
-----------------------------------------------------
Paragon Trade Brands Inc.'s exclusive periods to file a
reorganization plan and solicit plan acceptances were
extended yesterday without a hearing through Dec. 18 and
Feb. 18, respectively, since no objections to the extension
were filed.  The court in Atlanta approved an agreement on
Oct. 19 between Paragon and patent infringement adversaries
Procter & Gamble Co. (PG) and Kimberly-Clark Corp. (KMB)
that initially extended exclusivity for 30 days.  The
stipulation also provided that, if no responses or
objections were filed by Nov. 12, the court would
automatically extend exclusivity for an additional 30 days
to Dec. 18.  (Federal Filings Inc. 20-Nov-98)


PEGASUS GOLD: Third Quarter Results
-----------------------------------
Pegasus Gold Inc. (PSGQF - OTC B.B.) recorded a net loss of
$8.3 million, or $0.20 per share, in the third quarter of
1998, compared to a net loss of $432.8 million, or $10.47
per share, in the third  quarter of 1997.  Year-to-date the
net loss was $28.7 million, or $0.69 per share, compared to
a net loss of $436.0 million, or $10.57 per share, in the  
same period of 1997.  Losses for both periods in 1998 are
due to lower gold production, lower realized gold prices,
and charges for reorganization items.   
Net losses in the third quarter and first nine months of
1998 include $3.1 million ($0.07 per share) and $10.8
million ($0.26 per share), respectively, for reorganization
items.  These charges consist primarily of professional  
fees.  Net losses in the third quarter and the first nine
months of 1997 include after-tax, non-recurring charges
totaling $421.3 million and $425.1 million, respectively.

The Bankruptcy Court approved the Disclosure Statements, as
amended, for the Plan of Reorganization and the Joint
Liquidating Plan of Reorganization on September 11, 1998.
Subsequently, the notices of the confirmation hearings were
sent to creditors, equity holders and other parties in
interest regarding both cases.  Confirmation of the plans
by the Bankruptcy Court is pending. The Court is scheduled
to hear final arguments on December 3 and 4, 1998 and has
said it will make its final ruling on December 7, 1998.   
Holders of common shares in Pegasus Gold Inc. will not
receive anything under the proposed Joint Liquidating Plan
of Reorganization.
   

PENNCORP FINANCIAL: Files Amendment to Credit Agreement
-------------------------------------------------------
Penncorp Financial Group Inc. reports to the SEC an
Amendment No. 4 and Waiver dated as of November 16, 1998
to a CREDIT AGREEMENT dated as of March 12, 1997.
A full-text copy of the filing is available via the
Internet at:

http://www.sec.gov/Archives/edgar/data/0000890449-98-
000020.txt


PHP HEALTHCARE: Ambulatory Healthcare Responds
----------------------------------------------
Ambulatory Healthcare Corp. of America (AHCA), a Manassas-
based company specializing in outpatient health care
services, has no comment regarding this morning's filing of
Chapter 11 by PHP Healthcare Corp.

William P. Danielczyk, president and chief executive
officer of AHCA stated, "Under the current circumstances,
AHCA is evaluating all of its options." AHCA  
had announced its interest in acquiring PHP on Nov. 11,
1998.


PHP HEALTHCARE: Files Bankruptcy Petition
-----------------------------------------
PHP Healthcare Corp. and two affiliates filed for  
bankruptcy protection last Thursday.

The Reston, Va.-based company, which manages medical and
administrative risk for HMOs and other health care
companies, listed assets of $252.4 million and  
liabilities of $279.1 million in court papers filed here.

Also filing for protection were PHP affiliates: PHP NJ MSO
Inc., based in Reston, and Pinnacle Health Enterprises LLC.
Pinnacle, based in New Brunswick, N.J., laid off nearly 400
employees more than a third of the work force  on Sept. 4.
On Oct. 27, New Jersey officials announced that they were
taking over a financially troubled HMO overseen by
Pinnacle. Two days later, police said, Pinnacle President
Dr. Paul Frankel committed suicide at his home in Franklin,
N.J.

Among the 20 largest unsecured PHP creditors is the
University of Maryland, with a $1 million claim for
secondary health care.

A medical management company, PHP Healthcare Corporation
manages medical risk through the acceptance of global
capitation arrangements with HMOs and other health care
payors.  The Company also offers a full range of management  
services to the physician groups and hospitals that
participate in provider- based networks developed by PHP.


PITTSBURGH PENGUINS: Judge Doesn't Like Terms of Loan
-----------------------------------------------------
The Pittsburgh Post-Gazette reports on November 20, 1998
that bad deals got the Penguins into bankruptcy court. The
judge there said he wasn't going to let the team make
another one.   U.S. Bankruptcy Judge Bernard Markovitz
hedged at approving a $20 million loan to the team
yesterday, saying he didn't like terms of the deal.

Judge Markovitz was unhappy with loan provisions that left
the Penguins owing  open-ended fees. "When you say take it
or leave it, I'm liable to say keep looking" for another
lender, Judge Markovitz told lawyers.

Judge Markovitz said he didn't like provisions requiring
the team to pay $50,000 once the loan commitment letter was
signed and then any additional expenses  billed at closing.  
The judge also was unhappy that the Penguins already paid  
$25,000 toward the expenses without his approval.
He told lawyers for the team and bank that he didn't object
to reasonable expenses, but wasn't giving a blank check to
the French bank or its New York attorneys.

The bank has offered the $20 million at 1 percent above the
prime lending rate.


POCKET COMMUNICATIONS: FCC To Sell Licenses
-------------------------------------------
A bankruptcy judge will allow the Federal Communications
Commission to sell wireless telephone licenses held by
Pocket Communications Inc., which is operating under
bankruptcy protection, according to Reuters. Pocket won 42
personal communications service licenses in 1996 after the
FCC's so-called C-block auction, but it filed for
bankruptcy last year after not being able to raise enough
financing to cover its bids. Initially the judge prohibited
the FCC from re-auctioning the license, but relented at a
recent hearing, the FCC said. (ABI 20-Nov-98)


PROXIMITY COMMUNICATIONS INC: Case Summary & 20 Creditors
---------------------------------------------------------
Debtor:  Proximity Communications Inc
         One Executive Drive, Suite 500
         Fort Lee, NJ 07024

Court: District of Delaware

Case No.: 98-2435   Filed: 10/23/98    Chapter: 11

Debtor's Counsel: Joel A. Waite
                  Young Conaway Stargatt & Taylor LLP
                  11th Floor Rodney Square North
                  P.O. Box 391
                  Wilmington, Delaware
                  (302) 571-6600

20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
Darren Kimmel litigation
Morris Torf litigation
Michigan Dept. of Treasury          Tax Claim        $4,353
Michigan Dept. of Treasury          Tax Claim        $4,320
CSC                                  Services           $99
Commonwealth of Virginia            Tax Claim           $75
Michigan Dept. of Treasury          Tax Claim       $44,164
Montgomery County Maryland          Tax Claim        $1,585
Baltimore County, Maryland          Tax Claim          $580
State/Calif. Franchise Tax Board    Tax Claim          $397
Wisconsin Dept. of Revenue          Tax Claim          $375
Treasury of Center Line             Tax Claim          $192
CSC                                 Services           $165
Louisiana Dept. of Revenue           Tax Claim          $84
Illinois Dept. of Employment Sec.    Unem. Insurance    $81
Wisconsin Dept. of Revenue           Tax Claim          $45
State of Kansas                      Tax Claim          $34
Kansas Dept. of Revenue              Tax Claim          $34
Commonwealth of Pennsylvania         Tax Claim          $11
State of California                  Tax Claim       $1,363
City of Santa Monica                 Parking Ticket     $64
City of Los Angeles                  Parking Tickey     $74
Government of District of Columbia   Tax Claim         $162


PROXIMITY COMMUNICATIONS LLC: Case Summary & 20 Creditors
-----------------------------------------------------
Debtor:  Proximity Communications LLC
         One Executive Drive, Suite 500
         Fort Lee, NJ 07024

Court: District of Delaware

Case No.: 98-2434   Filed: 10/23/98    Chapter: 11

Debtor's Counsel: Joel A. Waite
                  Young Conaway Stargatt & Taylor LLP
                  11th Floor Rodney Square North
                  P.O. Box 391
                  Wilmington, Delaware
                  (302) 571-6600

20 Largest Unsecured Creditors:

   Name                              Nature         Amount
   ----                              ------         ------
G. Jeff Mennen and The Wilmington
Trust Company as co-trustees         Contract          *

Susan Goddard and The Wilmington
Trust Company as co-trustees         Contract          *

G. Jeff Mennen                       Contract          *

G. Jeff Mennen, as Trustee           Contract          *

Hellman & Friedman                   Contract          *

Mr. R. Craig Ross                    Contract          *

Michigan Dept. of Treasury          Tax Claim        $4,353

CSC                                  Services          $99

Commonwealth of Virginia            Tax Claim          $75

Illinois Dept. of Revenue           Tax Claim       $2,577

*The holders of these claims are parties to a Creditor
Agreement, pursuant to which they are entitled to designate
percentages of Available Cash, as defined in the agreement.


QUADRUM BANK: Sells Services Division to David J. Joseph
--------------------------------------------------------
Banca Quadrum has sold its services division, Ferroquadrum,
to David J. Joseph Company, a United States company owned
by the SHV North America Corporation. With the sale Quadrum  
raised 35 million dollars, increasing its capital to 450
million dollars. Recent reports revealed that Quadrum was
close to bankruptcy, but the bank's president said that the
sale has made the bank one of the best capitalized  
institutions in the system. (InfoLatina-11/19/98)


RAND ENERGY: Case Summary & 20 Largest Creditors
--------------------------------------------------
Debtor:  Rand Energy Company
         6001 Clubhouse Drive
         Ranco Santa Fe, California

Type of business:

Court: District of Delaware

Case No.: 98-2411    Filed: 10/21/98    Chapter: 11

Debtor's Counsel: Robert D. Albergotti
                  Haynes and Boone LLP
                  901 Main St. 3100 Nations Bank Plaza
                  Dallas, Texas
                 (214) 651-5000

and               Laura Davis Jones
                  Young Conaway Stargatt & Taylor LLP
                  11th Floor Rodney Square North
                  P.O. Box 391
                  Wilmington, Delaware
                  (302) 571-6600

20 Largest Unsecured Creditors:

   Name                                         Amount
   ----                                         ------     
Brougton Operating Corp.                    $2,530,190
Shell Western E&P Inc.       $2,235,399
Nabors Drilling USA, Inc       $1,889,304
Cudd Pressure Control, Inc.      $1,841,402
Schooner Petroleum Services      $1,770,187
T.K. Stanley Inc.        $1,713,599
Taylor Directional & Horizontal        $1,228,417
Patterson Rental Tools      $1,132,193
Thomas Tools, Inc.              $1,080,683
Kelley Bros. Contractors, Inc.      $1,005,737
Oil & Gas Rental Services, Inc.       $878,806
Dowell Schlumberger              $688,192
Marathon Oil Company               $681,893
SOLA Communications, Inc.         $650,478
Bayard Drilling, LP         $537,254
Pyramid Tubular Products, Inc.       $468,547
TMBR Sharp Drilling, Inc.        $414,209
Baker Oil Tools          $379,291
Schlumberger Well Services         $314,728
Baker Hughes           $259,992


READING CHINA: Paragon Capital to Provide Financing
---------------------------------------------------
Paragon Capital, Needham, Mass., announced yesterday that
it and Foothill Capital Corp. will provide $35 million in
debtor-in-possession financing to kitchen and housewares
retailer Reading China & Glass Inc., according to a
newswire report. Reading, which filed for chapter 11
protection on Oct. 29, operates 34 superstores in regional
shopping centers throughout the southeastern and central
United States. Paragon Capital is a partnership between The
Ozer Group LLC, an asset valuation firm, and Foothill
Capital Corp., an asset-based lender. (ABI 20-Nov-98)


SANWA BANK: Reports $50 Billion in Bad Loans
--------------------------------------------
SANWA Bank said that under Japan's new bad-loan standards,  
it had 2.44 trillion yen (US$20 billion) worth of such
loans as of Sept. 30,  roughly 1 trillion yen (US$8.3
billion) more than Sanwa would have reported under current
regulations based on U.S. accounting standards.

The new standards, set by the financial-revitalization law
implemented last month, cover not only bank loans, but also
the bank's whole line of credit, including securities lent
and debt guarantees.

The bank said it had 824.7 billion yen (US$6.8 billion) in
loans to bankrupt companies, 1.29 trillion yen (US$10.7
billion) in high-risk loans and 319.1 billion yen (US$2.6
billion) in loans needing monitoring. (Futures World-
11/20/98)


SMITH TECHNOLOGY: Lenders File Plan w/o Panel Support
-----------------------------------------------------
The joint liquidating plan filed by Smith Technology Corp.
and lenders The Chase Manhattan Bank and BTM Capital Corp.
includes a global settlement between the parties that
resolves the lenders' claims against former and current
Smith officers. "It is highly unusual in the context of a
chapter 11 case for a lender and a debtor to jointly
propose a plan of reorganization without the advance
concurrence of the [official] creditors' committee.
However, these cases are unusual," the plan proponents
said. Although the plan's framework arose from the
extensive settlement talks between Smith, the committee,
and the lenders, a final settlement involving all three
parties could not be reached. (The Daily Bankruptcy Review
and ABI Copyright c November 20, 1998)


SUN TV: Universal Asset Wins GOB Auction
----------------------------------------
Sun Television & Appliances Inc.'s going-out-of-business
sales will be conducted by Universal Asset Management,
which outbid the stalking horse joint venture of Nassi
Group LLC, Alco Capital Group, and Hilco/Great American
Group with a final bid of 81.25 percent. The Nassi
venture had guaranteed the consumer electronics chain 76
percent of the cost value of inventory at its remaining
stores, based on a total merchandise value of at least
$43.5 million. Sun TV representatives estimated the higher
final bid would result in an added benefit to the estate of
around $2 million. (The Daily Bankruptcy Review and ABI
Copyright c November 20, 1998)


TELETRAC HOLDINGS INC: Reports Quarter Results
----------------------------------------------
Teletrac Holdings Inc. files a Form 10-Q with the SEC
for the period ended September 30, 1998

Total operating revenues for the three months ended
September 30, 1998 were $7.2 million, compared to $7.3
million for the three months ended September 30, 1997.
Operating losses incurred by the Company were $8.1
million for the three months ended September 30, 1998, as
compared to $5.7 million for the three months ended
September 30, 1997. Net loss increased to $11.1
million for three months ended September 30, 1998 from $7.3
million for three months ended September 30, 1997.

Total operating revenues for the nine months ended
September 30, 1998 were $20.7 million, compared to $18.7
million for the nine months ended September 30, 1997, an
increase of 11%. Operating losses incurred by the Company
were $22.5 million for the nine months ended September 30,
1998, as compared to $18.8 million for the nine months
ended September 30, 1997.

Net loss increased to $30.9 million for nine months ended
September 30, 1998 from $20.1 million for nine
months ended September 30, 1997.


VALU FOOD: Files Chapter 11 Bankruptcy
--------------------------------------
Valu Food has filed for chapter 11 protection as part of a
restructuring plan to focus on selling prepared foods,
according to the States News Service. Valu Food owes its
largest creditors about $3.5 million, according to court
documents. Some of its 14 markets will close as a result of
the restructuring plan. (ABI 20-Nov-98)


WASTEMASTER'S INC: Notifies the SEC of Late Filing
--------------------------------------------------
WasteMasters Inc notifies the SEC of a late filing of Form
10-QSB stating,

"The Form 10-QSB Report for the quarter ended September 30,
1998 could not be filed within the prescribed time period
due to the voluminous amount of financial data that was
required for the full disclosure and reporting of the
multiple acquisitions that occurred during the quarter.
Acquisition of the financial data for each company acquired
has caused a delay in the consolidation accounting required
for this 10-QSB Report.

Due to the time required to compile and reconcile all of
the necessary accounting information and to obtain proper
financial consultation to properly account for the
transactions in accordance with General Accepted
Accounting Principles, additional time is necessary for
preparation of the10-QSB Report.

The reasons enumerated above, causing the inability to file
timely, could not be eliminated by the Registrant without
unreasonable effort or expense.


WEINER'S STORES: Reports Third Quarter Results
----------------------------------------------
Weiner's Stores Inc. (OTCBB:WEIR) announced a net loss of
$2.7 million, or $0.14 per share of common  stock, for the
third quarter of 1998 ended Oct. 31, 1998 compared to net
income  of $15.8 million for the third quarter of 1997. The
net loss for the nine months ended Oct. 31, 1998 was $2.7
million, or $0.14 per share of common stock, compared to
net income of $15.6 million for the first nine months of  
1997. Fiscal 1997 third quarter and first nine months
results were impacted by an extraordinary gain on debt
discharge of $18.7 million and "fresh start" adjustments of
$1.5 million resulting from the company's emergence from
Chapter 11 reorganization in August 1997.

The company previously announced that for its third quarter
ended Oct. 31, 1998, sales were down 12.2% compared to the
same period last year.

                ***********

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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.,
Princeton, NJ, and Beard Group, Inc., Washington, DC.  
Debra Brennan and Lexy Mueller, Editors.   

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