TCR_Public/981202.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
  Wednesday, December 2, 1998, Vol. 2, No. 235

ACCESS BEYOND TECHNOLOGIES: Retention/Severance Program
ALL AMERICAN FOOD: Announces Chapter 11 Filing
AMGAM ASSOCIATES: Disclosure Statement Hearing Set
BARNEY'S: Order To Show Cause For Exclusivity Extension
BIG RIVERS: U.S. Seeks To Disqualify Judge on Examiner Fee

BOSTON CHICKEN: Lease Deadline Set in June
BRANSON SIGNATURE: Taps Hunziker as Consultant
CONCORDIA PAPER: Announces De-Listing and Insolvency
COUNTY SEAT: Trustee Seeks Administrative Bar Date

D&L VENTURE: Hearing To Consider Disclosure Statement
DANKA: Submits Business Plan to Lenders
EAGLE CAPITAL: Lenders Attack Use of Cash Collateral
FULLER AUSTIN: Entry of Confirmation Order
HARVARD INDUSTRIES: New Listing on Nasdaq

INTERNATIONAL HERITAGE: Reorganization Plan Fails
JANYSS/TYS: Notice of Sale
LACLEDE STEEL: Files For Chapter 11 Protection
LIVENT: Secures $35 Million Financing, Cuts Jobs
MIDCOM COMMUNICATIONS: Panel Sues to Free WinStar Funds

NORDICTRACK: CML Announces Preliminary Sale of Assets
OLYMPIA & YORK: Settlement With Home Insurance
PIONEER OIL & GAS: Emerges From Bankruptcy
R&S/STRAUSS INC: Court Approves $3 Million Trade Facility
READING CHINA: Taps Deloitte & Touche

SUN TV: Order Authorizes Employ of Milbank, Tweed
SUNBEAM: Dismisses Andersen To Hire Deloitte
TECHNIMAR: TAG Seeks Relief From Stay
THREE D: Seeks Extension of Exclusivity

UNISON HEALTHCARE: Seeks Leaseback Of Signature Facilities
UNISON HEALTHCARE: Seeks Rejection of Employment Agreement

ACCESS BEYOND TECHNOLOGIES: Retention/Severance Program
The debtors, Access Beyond Technologies, Inc., et al., are
seeking approval of an Incentive/Retention/Severance
Program for Key Employees.

The program for the first two tiers of employees, which
include the debtors' chairman and CEO, COO and CFO
includes a performance bonus, a retention bonus and a
severance commitment. The aggregate cost of the
performance bonuses if the targets are met is $357,000.  
The aggregate cost of the retention bonuses is $595,000
payable over two years. The aggregate cost in severance if
severance is required to be paid is $1.1 million.

The third tier is seven other senior management positions.    
The program for this level includes a performance bonus, a
retention bonus and a severance commitment.  The aggregate
cost of the performance bonuses if the targets are met, is
$183,560.  The aggregate cost of the retention bonuses
payable over two years is $277,915, $75,000 of which have
been payable under the existing program.  The aggregate
cost in severance if severance is required to be paid is

The fourth tier is comprised of the core product design
engineer positions.  The aggregate cost of the retention
bonus is $248,216, $60,000 of which would have been
payable under the existing program.  The aggregate cost of
the severance program for these employees is $620,540.

The fifth and sixth tiers are 45 positions of employee
charged with implementing the debtors' business plans and
long term strategies.  The aggregate cost of the retention
bonus is $693,647 and the aggregate cost of the severance
program is $902,249.

Tier seven is comprised of 43 positions of employees who
play an important role in implementation f the business
plan in the debtor's operations.  Some of these employee
receive a retention bonus which totals $57,512. The total
cost of the severance program for these employees is
$747,022. The revised program is keyed to the debtors'
preliminary business an financial plan targets, and takes
into account the proposed outsourcing of the debtors'
manufacturing operations and relocation of certain

A hearing on the motion will take place on December 7,

ALL AMERICAN FOOD: Announces Chapter 11 Filing
All American Food Group, Inc. (OTC BB: AAFG), announced on
November 30, 1998 that it has decided to seek  
protection from its creditors by filing a Chapter 11
bankruptcy petition in  Federal Court in Newark, NJ. The
filing was made necessary by a combination of factors,
primarily relating to a series of convertible securities
issued by the  company during the previous 12 months.

According to the Company, the conversion of these
securities pushed the Company's common stock into a
downward spiral, which made it impossible for the
Company to raise the additional capital it needed to
implement its business plan. As a result of its inability
to raise outside capital at a time when the  
company had not yet achieved a profitable level of
operations, the Company is in default with its secured
creditors and Convertible Debenture holders, as  well as
behind in payments to its vendors and suppliers. The
Company believes that by operating under the protection of
the bankruptcy court, it will be able  to successfully
reorganize its affairs, and emerge as a viable and
profitable food service company.

The production and delivery of the Company's proprietary
bagels is not affected by the filing; the bagels are
manufactured to the Company's specifications by an outside
contractor, and franchisees and licensees can be  
assured that the supply of bagels will be uninterrupted.

AMGAM ASSOCIATES: Disclosure Statement Hearing Set
In the case of AmGam Associates d/b/a Gold Shore Casino
and American Gaming and Resorts of Mississippi Inc., d/b/a
American Gaming Corporation, a hearing to consider the
adequacy of the Disclosure Statement will be held on
December 18, 1998 at 10:00 am.  The deadline for filing
and serving objections to the adequacy of the Disclosure
statement is December 11, 1998 at 4:00 p.m.

BARNEY'S: Order To Show Cause For Exclusivity Extension
Upon the motion of the debtors, Barney's, Inc. et al., to
extend the exclusive periods to file and/or advance their
plan or plans of reorganization and solicit acceptances
thereto, the court ordered that all creditors and parties
in interest show cause on December 1, 1998 at ll:00 am
before the honorable James L. Garrity, jr., why an order
should not be entered granting the motion.

By their motion, the debtors are seeking a tenth extension
of the time periods within which the debtors have the
exclusive right to file and/or advance their plan or plans
of reorganization and solicit acceptances for an
additional 120 days through and including March 30, 1999
and May 31, 1999 respectively., subject to the rights of
the creditors to amend the proposed creditor group plan.

The debtors believe that an additional 120 day extension
is essential to the efforts of the debtors, the creditor
group and other major constituencies in these cases to
effectuate confirmation of a consensual plan of
reorganization in the near future.    Termination of the
exclusive periods at a time when the creditor group
disclosure statement has been approved and acceptances of
the proposed creditor group plan are being solicited, will
disrupt the investor and plan process by allowing a free-
for-all in which multiple potential investors, as well as
other parties in interest, could file competing plans that
do not maximize value for the estates and their
constituents.  Such a result will dramatically increase
administrative expenses in these cases.

BIG RIVERS: US Seeks To Disqualify Judge on Examiner Fee
The United States, on behalf of the Rural Utilities
Service has filed a motion to disqualify The Honorable
Judge J. Wendell Roberts from considering the issue of the
Examiner's fee and matters relating thereto.

The United states argues that this motion is timely since
the Examiner only recently said publicly that he had ex
parte discussions in January 1997 with the Court about his
secret negotiation of fee arrangements with unsecured
creditors.  The Court has not confirmed that those
discussions occurred.  Since September 1997 the Court has
enjoined filings and discovery relating to the Examiner's
fees.  The United States that disqualification is
necessary, that the court entered an order early in this
case, requiring the Examiner to make reports ot the court
on a confidential basis, regarding the results of his
investigation and his efforts to mediate settlements in
this case.  The court has forbidden the introduction of
evidence on the issue fo the Examiner's multimillion
dollar fee.  Indisputably, the United States claims, the
Examiner is a partisan on the issue of his fees and has
lied repeatedly in attempting to get compensation.

The United States claims that ex parte discussions
concerning the Examiner's fees, the efforts he has
undertaken to earn or justify his fee requests, or his
efforts to obtain fee agreements from certain creditors,
obviously carry a dangerous and unacceptable potential for
compromising the impartiality of the court.  The United
States requests that the Court recuse itself from the issue
of the Examiner's Fees, but not from the case in its

BOSTON CHICKEN: Lease Deadline Set in June
The Denver Post reports on November 26, 1998 that a federal
bankruptcy judge has agreed to give Boston Chicken until
June 4 to decide which of the leases it held for
restaurants that now are closed will be rejected as
burdensome. Boston Chicken, which filed for Chapter 11
protection from creditors Oct. 5, closed 178 stores the
same day.  Now landlords of those stores must wait until
June 4, at least, to find out if they will get any rent
money. The ruling came from U.S. Bankruptcy Court Judge  
Charles Case. Once a lease is rejected, a landlord can
petition the bankruptcy court for payment, lining up
behind other creditors and bondholders who are owed more
than $900 million. Attorneys for Boston Chicken asked for
more time  for the restaurant chain to consider lease
agreements so it can focus on  developing a
restructuring plan to deal with its debts.

BRANSON SIGNATURE: Taps Hunziker as Consultant
The debtors, Branson Signature Resorts, Inc., and Advanced
Gaming Technology, Inc., seek authority to employ Robert
L. Hunziker as a consultant to assist the debtor's
president with finding sources of financing to reorganize
and operate the business.  Advanced Gaming has agreed to
pay Hunziker a $7,500 fee to attempt to locate financing
to fund the debtor's reorganization for a two month
period.  In addition to that fee, Hunziker will e paid a
fee of 3% of the principal amount of any financing which
he is directly responsible for obtaining for the benefit
of the debtor during this period should the terms of the
financing be accepted by the debtor.

The debtors, Centennial Coal, Inc., Centennial Resources,
Inc., and CR Mining Company and B-Four, Inc. seek approval
of certain procedures for the sale of substantially all of
the debtors' assets, including break-up fees and expense

The debtors made initial contact with approximately 24
potential purchasers.  Five of the potential
purchasers have executed agreement, seven are in the
process of reviewing the agreements.  The debtors are
preparing and circulating by month-end a confidential
information memorandum and establishing data rooms in both
Louisville and Madisonville to facilitate the conduct of
due diligence b potential purchasers, and preparing a
standard form of asset purchase agreement for delivery to
prospective purchasers.

The debtors seek authority to include certain buyer
protections in any contract entered into, including a
break-up fee of up to 3% of the purchase price, expense
reimbursements up to $200,000, minimum overbids of
l$250,000, all subject to certain conditions.  The debtors
believe that these protections will enhance the sale
agreement, and are reasonable for the debtors' sale.

CONCORDIA PAPER: Announces De-Listing and Insolvency
Concordia Paper (Holdings) Limited (the "Company") (Nasdaq:
CPLNY) reported today that on November 18, 1998, a trading  
halt was placed on the Company's common stock by The Nasdaq
Stock Market ("Nasdaq") following the announcement by the
Company that a receiver had been appointed for Concordia
Paper Limited ("CPL"), the Company's principal operating
subsidiary.  In a letter received on November 27, 1998 the
Company was notified by Nasdaq, in light of the likelihood
that the Company would be unable to comply with Nasdaq's
continued listing requirements, the Company will
be de-listed from the Nasdaq Stock Market at the close of
business on Wednesday, December 2, 1998.

As reported in the Company's second quarter press release,
the Company's principal shareholders were participating in
discussions with CPL's secured lenders under the Company's
US$47.2 million term loan facility with a view to entering
into standstill and restructuring arrangements.  After
determining  that potential investors were unlikely to
consider investing in CPL because of doubts regarding CPL's
ability to service its debts under the current unfavourable
market conditions, the Company's principal shareholders
had  proposed a debt restructuring package in the form of a
self-rescue plan. Under the plan, the principal
shareholders proposed to inject new monies into CPL in  
return for reduction of existing debts.  Although the self-
rescue plan received initial support from most of the
secured lenders and the unsecured bank creditors, the Bank
of Tokyo-Mitsubishi Limited (BOTM), being the agent for the  
secured lenders and also the biggest single creditor of
CPL, rejected the plan.  On November 18, 1998, BOTM
exercised its rights under the loan agreement for the term
loan facility and placed CPL into receivership.

"We were shocked and saddened by this action which
effectively terminated the employment of over 400 people
and put stress on the wastepaper business in Hong
Kong.  There are social and environmental impacts from this
receivership," said  Mr. Albert Cheng, the Chairman of the
Company and CPL.

As the holding company of CPL, the Company has guaranteed
CPL's loan obligations.  In May 1997, the Company entered
into a guarantee and indemnity agreement with the secured
lenders to guarantee CPL's US$47.2 million term
loan  facility.  In connection with the guarantee, a fixed
charge was created over all the assets of the Company in
favor of the secured lenders. The charge has been
registered by BOTM, as agent for the secured lenders, in
Bermuda, the Company's country of domicile.  In August
1998, the Company also entered into a guarantee agreement
with The Hongkong and Shanghai Banking Corporation Limited  
("Hongkong Bank") in connection with the extension of an
unsecured working  capital facility to CPL subject to a
maximum liability of HK$45 million.

On November 27, 1998, the Company received a letter of
demand from BOTM, on behalf of the secured lenders, for
repayment by the Company, as guarantor, of the total amount
of US$47.2 million and all the accrued interest.  On
November 28, the Company received another demand note dated
21 November 1998 from Hongkong Bank demanding payment by
the Company, also under its obligation as guarantor of CPL,
of the total sums of HK$19,360,689.85 and US$2,946,209.33  
owed by CPL.

Since CPL is the Company's principal operating subsidiary,
the receivership of CPL has adversely affected the
financial position of the Company.  The Company has no
liquid assets and the only fixed asset is a paper machine
(PM3) which the Company acquired in January 1995. The
current written down value of PM3 is substantially less
than the Company's current liabilities.

At the Company's Board of Directors meeting held on
November 30, 1998, the Directors determined that the
Company was insolvent and was unable to pay its debts as
they fell due.  In view of the foregoing, the Directors
have resolved that the Company should cease operations to
avoid incurring further liabilities.  The Directors believe
that this course of action is in the best interest of the
Company and its creditors and shareholders.  Following the  
Board of Directors meeting held on November 30, 1998, the
Company notified BOTM and Hongkong Bank that it is
insolvent and unable to pay the amounts demanded.   The
Company expects that in due course these **creditors** will
take action to  liquidate the Company's assets in partial
satisfaction of the Company's outstanding debt.

The Company also announced the resignation of James Grant
as a Director effective on November 18, 1998 and the 7
other outside Directors effective on November 30, 1998.  
The Company now maintains a board of three directors after  
these resignations.

COUNTY SEAT: Trustee Seeks Administrative Bar Date
Montague S. Claybrook, Chapter 7 Trustee for the estate of
County Seat, Inc. filed a motion for an order establishing
a bar date for the payment of administrative expense
claims against the debtor.

The Trustee requests that the Court establish December 21,
1998 as the administrative expense claims bar date.

D&L VENTURE: Hearing To Consider Disclosure Statement
A hearing to consider approval of the Disclosure statement
of D&L Venture Corp., et al., and any objections thereto
has been set for 10:30 am on December 9, 1998 at the US
Bankruptcy Court for the District of Massachusetts, Judge
James F. Queenan.

DANKA: Submits Business Plan to Lenders
Danka Business Systems Plc, London, said yesterday that it
submitted a business plan to its lenders and that it had
fulfilled its obligation under waiver agreements with its
bankers to submit a plan by the end of November, Reuters
reported. Danka will discuss the plan with bankers next
Monday and Tuesday. Earlier this month, the office supplies
group said it may have to file for bankruptcy protection.
(ABI 01-Dec-98)

EAGLE CAPITAL: Lenders Attack Use of Cash Collateral
Eagle Capital Mortgage Ltd.'s lenders have attacked the
mortgage company's bid to use $1.8 million of cash
collateral through Dec. 31, questioning its needs in light
of the possibility that Eagle may liquidate rather than
reorganize.  While Eagle argued it needs to use cash
collateral to service its portfolio of subprime residential
mortgages and find a buyer for the company, prepetition
lenders Bank One Texas N.A., Heller Financial Inc., and
Bank United asserted that the likelihood a buyer or "white
knight" will be found is "slim."  Contending that Eagle can
perform its "greatly reduced ordinary business operations"
on far less than $1.8 million through the end of the year,
the lenders asked the court to provide only for the limited
and necessary use of cash collateral, which the lenders
estimated to $250,000 to $300,000 for the period ending
Dec. 1.  The court authorized Eagle to use $374,000 of cash
collateral on an interim basis through Dec. 1. (Federal
Filings Inc. 01-Dec-98)

FULLER AUSTIN: Entry of Confirmation Order
On November 19, 1998, the Court entered an order approving
the Disclosure Statement and Confirming the debtor's plan
of reorganization for Fuller-Austin Insulation Company.

HARVARD INDUSTRIES: New Listing on Nasdaq
Harvard Industries Inc. (Nasdaq: HAVA) listed its new
common stock today on the NASDAQ National Market system
under the symbol HAVA (HAVAV on a when-issued basis).

"We're very happy to be listed again with the NASDAQ
market," said Harvard CEO Roger Pollazzi.  "This is a
significant milestone achieved through an incredible effort
from our management team and employees and the support of
our customers and suppliers."

Harvard stock had been traded on the Over The Counter
Bulletin Board under the symbol HAVAQ since the Company
filed for Chapter 11 protection last year.
The Company's Plan of Reorganization contemplates a
conversion of virtually all pre- petition unsecured debt
into 100% of the equity of the reorganized Company,  
subject to dilution for the incentive options and the
warrants to be issued under the Plan.  Under the Company's
Plan of Reorganization, Harvard's previously issued Payment
in Kind (PIK) Preferred and Common Stock have been  
cancelled and holders thereof will receive warrants to
acquire up to 5% of the new common stock in the reorganized

Harvard Industries, Inc., designs, develops and
manufactures a broad range of components for automotive
original equipment manufacturers, the automotive  
aftermarket and industrial and construction equipment
applications worldwide. Headquartered in Lebanon, N.J.,
Harvard's 4, 500-plus employees at 15 plants in
the United States and Canada produce total vehicle sealing
systems, a variety of polymer products, high-strength steel
assemblies and a wide array of high-strength aluminum,
magnesium and iron products.

INTERNATIONAL HERITAGE: Reorganization Plan Fails
IHIN) and International Heritage  Incorporated report that
they have closed all U.S. and Canadian  offices, released
all remaining employees and filed Chapter 7  Voluntary
Petitions with the U.S. Bankruptcy Court for the Eastern  
District of North Carolina for both companies. No petition
has been  filed for the Canadian subsidiary, International
Heritage of  Canada, Inc.  However, Stan Van Etten,
President and CEO, will remain available to the companies
to assist the appointed  Bankruptcy Trustee in gaining as
much value  for creditors and  shareholders as possible.

On October 26, the Company announced its intentions to  
discontinue its network marketing operations and transition
the  Company to a direct marketing business, selling its
products to  consumers through Internet, direct mail and  
media advertising. IHI made strong attempts to consolidate
its offices and sell certain  assets to produce cash flow
to assist in the transition and develop  a viable business
plan for the Company's ongoing operations.  Additionally,
since the October 26 announcement, Mr. Van Etten has  
loaned the Company approximately $100,000 to cover various
expenses  and employee payroll.

IHI anticipated significant cash flow from its monthly  
auto-ship program that would have provided the necessary
financing  to transition to a new business operation. This
program has previously generated more than $1 million
in monthly revenues for  the Company since March of this
year when the program was introduced. However, revenues and
orders for the November auto-ship dropped significantly to
$400,000, while at the same time the Company continued to
receive order cancellations from customers concerned about
the Company's recent business change, outstanding
regulatory issues and ongoing  negative publicity.

In addition, IHI has still not yet fully received the funds
from the November auto-ship program, which were generated
at beginning of the month. Additionally, the credit card
processor has closed IHI's merchant account, eliminating
its ability to accept or process any future product orders
through the  auto-ship program. Lack of access to the
November auto-ship funds has created significant hardship
on the Company's ability to  maintain its business and meet
its financial obligations.

In addition to auto-ship order cancellations and the
ongoing onslaught of litigation, certain creditors have
taken hostile action against IHI, forcing  the Company to
protect itself. IHI finds that it is not able to
develop a  viable reorganization plan  to continue its
operations without the support of creditors and  
regulators. The Company's European investors recently
offered $5 million to finance an espresso club project,
however, the project is not cost  effective at this time in
light of the facts discussed herein.

IHI also has suffered by a press release issued by New
Vision International, Inc. (NVI) on October 30 regarding
two former IHI employees, Ken Rudd and Jeff Hooks. In the
release, NVI stated thatb Rudd and Hooks made the decision
to move to NVI to find a new home for IHI's distributors
after learning that IHI has expressly waived any
restrictions on its distributors or employees from joining
any other direct sales company. IHI claims this to be
a material misstatement that is not consistent with a Board
of Directors resolution made on October 24, 1998. In this
resolution, IHI did waive all restrictions and contractual
obligations of its sales representatives against joining
another company, however, the resolution did not release
corporate employees, officers or directors.

JANYSS/TYS: Notice of Sale
Janyss/Tys Long Beach Associates, limited partnership,
debtor, published a notice of sale in The Wall Street
Journal of December 1, 1998.  The notice states that
certain property located at 915 Lafayette Boulevard,
Bridgeport, Connecticut will be sold. Also being sold are
Debtor's leasehold interest in certain land located at 250
Pine Ave., Long Beach , California, together with buildings  
and improvements, and debtor's leasehold interest in
certain land located at 245 Pacific Avenue, Los Angeles and
California, along with certain buildings and improvements.  

LACLEDE STEEL: Files For Chapter 11 Protection
Laclede Steel Co. and two of its subsidiaries, Laclede
Chain Manufacturing Co. and Laclede Mid America Inc., have
filed for chapter 11 protection, citing a deterioration in
demand for steel and selling prices since the end of last
year, as well as recent operating losses, according to
Reuters. BankAmerica Business Credit has agreed to provide
$85 million in debtor-in-possession financing to enable the
company to cover operating expenses. Laclede said
its subsidiaries' filings were due to legal and practical
considerations; they have been and continue to be
profitable. (ABI 01-Dec-98)

LIVENT: Secures $35 Million Financing, Cuts Jobs
Livent Inc. said Monday it had secured a C$35-million
financing lifeline and was slashing jobs in its bid to
emerge from bankruptcy protection.  The Toronto-based
producer of Broadway hits including "Ragtime" said it had
struck a deal with investment management firm Angelo,
Gordon & Co., L.P. for a two-stage infusion of cash. The
first stage will see Livent receive C$19.5 million from the
so-called "vulture fund" by the end of this week.

A company spokesman said Livent will chop about 100 of its
250 full-time jobs and 270 of its 630 part-time workers.
Those cuts do not include cast and crew of productions.
Livent also said it will close unprofitable shows and has
made plans to pull the plug on its touring production of
the musical "Showboat". Taken together, the cuts will
reduce general and administrative expenses by about 40  
percent from what they were in August.

Livent stock went up C$0.15 or 28 percent to C$0.69 on the
over-the-counter Canadian Dealing Network in Toronto.
Livent was suspended from the higher-profile Toronto Stock  
Exchange on November 19.  The company also announced Monday
that its third-quarter results would be delayed until mid-
December and that Ronald Burkle, Martin Goldfarb, Jerry  
Speyer and Heather Munroe-Blum will be stepping down from
its board.

Livent's Furman said a smaller board would help in
responding to "rapidly changing circumstances".
The chain of events leading to Livent's meltdown was set in
motion in April when the company's ambitious and hard-
driving co-founder Garth Drabinsky stepped down as chief
executive. Former Hollywood super-agent Michael Ovitz  
moved in to take a major stake the firm and New York
investment banker Roy Furman replaced Drabinsky.

The company descended into turmoil in August when it
suspended Drabinsky and his partner, Myron Gottlieb, after
uncovering what it described as accounting irregularities.
Livent has since alleged massive fraud and kickbacks, sued
the two for C$225 million, and filed for Canadian and U.S.  
bankruptcy protection.

The latest financing arrangement is subject to court
approval and would see Livent get the first C$19.5 million
of the debtor-in-possession financing this  week. The
second stage is expected to make C$15.8 million
available by mid- December.

In its attempt to consolidate, Livent said it will no
longer operate the Ford Center in Toronto, where it has
already cut unprofitable performances.  In addition to job
cuts and performance cancellations, Livent said it also
struck an agreement with PACE Theatrical Group to allow the
touring production of "Ragtime" to continue until
January.($1=$1.53 Canadian)

MIDCOM COMMUNICATIONS: Panel Sues to Free WinStar Funds
Midcom Communication Inc.'s official unsecured creditors'
committee is suing Midcom purchaser WinStar Communications
Inc., seeking the remaining portion of WinStar's purchase
price, currently in escrow.  The panel is seeking the
immediate turnover of $23.5 million plus interest that it
claims is "wrongfully detained" in a purchase price escrow
account at Star Bank N.A.  The long distance reseller
(n/k/a MC Liquidating Corp.) sold substantially all of its
assets to WinStar for $92 million on Jan. 21.  Pursuant to
the terms of the sale, Winstar could have been entitled to
a purchase price adjustment of up to $23.5 million based on
a comparison of average daily revenue derived from the
assets in September 1997 and March 1998 (before and after
the sale). (Federal Filings Inc. 01-Dec-98)

NORDICTRACK: CML Announces Preliminary Sale of Assets
CML Group, Inc. (NYSE:CML)  announced that its NordicTrack
subsidiary has entered into a preliminary purchase and sale
agreement with ICON Health & Fitness, a manufacturer and  
marketer of fitness equipment, for the sale of certain
assets of its  NordicTrack subsidiary, including its
inventory and the "NordicTrack" trademark. The agreement
with NordicTrack, which filed for protection under Chapter
11 of the U.S. Bankruptcy Code on November 5, 1998, is
subject to  counteroffers in accordance with procedures
specified by the Bankruptcy Court.  The deadline for
counteroffers is December 8, 1998.

"This is a unique opportunity to acquire one of the most
well-known brand names  in the fitness industry," said
William Weinstein, principal of The Ozer Group LLC, the
Needham, Massachusetts based retail services firm that is
handling the sale on NordicTrack's behalf. "There has been
a lot of interest," he added, "and we think ICON's initial
bid of $6.5 million is just the opening shot."

NordicTrack's bankruptcy counsel, Daniel C. Cohn of Cohn &
Kelakos LLP, said:  "NordicTrack is very much interested in
receiving additional bids. The court- approved sale
procedures permit open bidding by anyone who submits a
qualifying counteroffer and deposit."

CML is a marketer of products for consumers that enhance
healthy, active lifestyles. Its products are sold under the
trade names Smith & Hawken, NordicTrack and Nordic

OLYMPIA & YORK: Settlement With Home Insurance
The Ad Hoc Committee (the "Committee") of Noteholders of
Olympia & York Maiden Lane Finance Corp. ("Finance Corp.")  
announced that on November 24, 1998 the United States
Bankruptcy Court for the Southern District of New York
confirmed the Joint Plan of Reorganization which  had been
filed by Finance Corp., and Olympia & York Maiden Lane
Company LLC  ("Maiden Lane"; together with Finance Corp.,
the "Debtors") and the Committee,  as Co-Proponents, in the
Debtors' Chapter 11 cases.

At the same time, the U.S. Bankruptcy Court approved the
terms of the settlement with The Home Insurance Company
("Home"), the largest tenant at 59 Maiden Lane (the
"Property"), which settlement is expected to close in
December 1998.  Pursuant to the settlement, the escrow
agent is currently holding approximately $67 million, which
will be released at the closing to Marine Midland Bank, as
Indenture Trustee, for the benefit of the holders of
Finance Corp.'s 10-3/8% Secured Notes due 1995 (the

The U.S. Bankruptcy Court also approved the sale of the
Property to Amtrust Realty Corp. ("Amtrust") for a purchase
price of $75 million, after Amtrust deposited with the
escrow agent another $4.5 million, in addition to the $3  
million previously deposited, which deposits together equal
10% of the purchase  price.  The sale to Amtrust is
currently scheduled to close the first week of February

Pursuant to the Plan, the Noteholders will receive for
their Notes cash and "Litigation Trust Certificates".  
While the exact amount of cash to be distributed cannot be
determined at this time due to continuing operating and
professional expenses and reserve requirements, the
Committee estimates that the Noteholders will receive at
least $145 million in cash.  The Litigation Trust
Certificates evidence the right to any proceeds received
from the litigation currently pending against Zurich
Insurance Company, Home, and certain Zurich affiliates
arising from a series of transactions which took place in

The distribution of cash and Litigation Trust Certificates
to the Noteholders, against surrender of the Notes to the
Trustee for cancellation, is currently expected to take
place starting in February 1999, following the closing on
the sale of the Property to Amtrust.  

PIONEER OIL & GAS: Emerges From Bankruptcy
Pioneer Oil and Gas (OTC Bulletin Board: PIOLQ) announced
today that the final decree allowing Pioneer to emerge from
bankruptcy was issued on November 6, 1998 and with the end
of the 20 day appeal period on November 27, 1998 the
Company has legally emerged from Chapter 11. The Company's
symbol will now revert back to PIOL.  Pioneer Oil and Gas
trades nationally over the counter on the Nasdaq-BBS.

R&S/STRAUSS INC: Court Approves $3 Million Trade Facility
R&S/Strauss won court approval for a $3 million trade
credit facility, a move that "represents a crucial first
step toward the stabilization of the Debtors' businesses
and the normalization of trade relationships." Under the
arrangement, the auto parts retailer will post a $3 million
letter of credit in favor of MEMA Financial Services Group
Inc. for the benefit of vendors who extend credit on
normalized trade terms.  The letter of credit, with an
initial term of 12 months, will be issued under the letter-
of-credit subfacility provided by the company's $25 million
debtor-in-possession credit agreement.  MEMA, an arm of the
Motor & Equipment Manufacturers Association, will act as
the agent for vendors who enter into an agency agreement
with MEMA.  R&S said it will pay MEMA $25,000 and reimburse
its out-of-pocket expenses as compensation under the letter
of credit agreement. (Federal Filings Inc. 01-Dec-98)

READING CHINA: Taps Deloitte & Touche
The debtors, Reading China and Glass, Inc., RCGH, Inc.,
Calvert Importers & Distributors, Inc. and RCGTM, Inc.,
are seeking an order authorizing the employment and
retention of Deloitte & Touche LLP as auditors,
accountants and tax consultants and of Deloitte Consulting
LLC as reorganization consultants to the debtors.

As auditors, accountants, and tax consultants for the
debtors, Deloitte & Touche proposes to render various
auditing, accounting and tax advisory services, including;
auditing and reporting on the annual financial statements,
rendering accounting and reporting assistance, preparing
income tax returns.  Deloitte Consulting proposes to
advise the debtors concerning various aspects of their
operations and finances such as: assisting the debtors
with gathering factual information, providing guidance in
the development of processes and systems to manage and
monitor creditor claims, consulting with management
regarding a plan, cash management, cash control and the
development of cash flow projections, developing  business
plans, and participating in court appearances.

The Deloitte & Touche firms charge an hourly rate ranging
from $500 per hour for a partner/director to $90 per hour
for staff.

SUN TV: Order Authorizes Employ of Milbank, Tweed
On November 23, 1998, the court entered an order approving
the retention and employment of Milbank, Tweed, Hadley &
McCloy as counsel for Sun TV and Appliances, Inc. and Sun
Television and Appliances, Inc., debtor.

SUNBEAM: Dismisses Andersen To Hire Deloitte
The Wall Street Journal reports on December 1, 1998 that
Sunbeam Corp. dismissed Arthur Andersen LLP as its
independent auditor and named Deloitte & Touche LLP to
audit 1998 results.
According to the article, industry observers said the move
could pave the way for Sunbeam to file suit against the New
York accounting firm, alleging auditing deficiencies.

TECHNIMAR: TAG Seeks Relief From Stay
Technimar Acquisition Group, LLC ("TAG") entered into a
post-petition loan agreement with the debtor, Technimar
Industries Inc., whereby TAG agreed to loan up to $6
million to the debtor.  AS of November 5, 1998, the debtor
owed TAG a principal balance of $4.365 million plus
approximately $70,000 in interest.

The Loan Agreement contains a "drop dead clause" whereby
TAG notifies the debtor of a default, and the debtor has
an opportunity to cure.  the debtor is currently in
default pursuant to the loan agreement, and the debtor has
not met the date for receipt of confirmation of a plan of

TAG seeks an order granting it relief from the automatic
stay, and authorizing it to foreclose upon and take
possession of the collateral described in the post-
petition loan agreement.

The Lovable Company, debtor, published a notice in The Wall
lstreet Journal on December 1, 1998 announcing that any
person or entity with claims against the debtor must file a
proof of claim on or before Jnauary 15, 1999.

THREE D: Seeks Extension of Exclusivity
The debtor, Three D Departments, Inc. is seeking entry of
an order extending the exclusivity periods for 120 days.

The debtor has conducted going-out-of-business sales at
six of its poor performing locations, and the debtor has
sold three of the leases.  The debtor has only recently
been able to reestablish its normal inventory levels at
its remaining stores.  Because the formulation of the
debtor's plan requires experience operating at normal
inventory levels during its peak sales period, which
includes this holiday season through the Spring of next
year, the debtor is requesting the extensions.

The debtor seeks to extend the deadline to file a Chapter
11 plan and disclosure statement from November 25, 1998 to
March 25, 1999.  The debtor requests to extend the
debtor's exclusive period to file a Chapter 11 plan to
March 25, 1999; and the debtor requests to extend the
exclusive period to solicit acceptances to such plan to
May 24, 1999.

February 8, 1999 is fixed as the bar date, or the last
date to file a proof of claim in this case.

UNISON HEALTHCARE: Seeks Leaseback Of Signature Facilities
The debtor, Unison Healthcare Corporation and its
subsidiary and affiliate debtors are seeking authorization
to enter into and consummate a transaction to sell certain
of the debtors' nursing home facilities, collectively
known as the "Signature Facilities" to Omega Healthcare
Investors, Inc. and lease those same properties back from
Omega for a period of 14 years, which will provide the
debtors with critical working capital that will enable the
debtors to complete their reorganizations under the first
amended joint plan of reorganization.

The debtors seek approval of the Signature Sale Leaseback
before negotiated rates for the essential financial terms
of the transaction change.  The debtors seek approval of
this transaction on an emergency basis, as the Signature
Sale Leaseback must close by December 15, 1998 in order to
avoid rate changes.

UNISON HEALTHCARE: Seeks Rejection of Employment Agreement
The debtors, Unison Healthcare Corporation, seek an order
approving rejection of an employment agreement with Linda
Redwine, the Regional Vice President of Sunbelt Therapy
Management Services, Inc.  The debtors are dissatisfied
with Redwine's performance, and believe that her
employment is no longer beneficial to the companies or to
the debtor's estate.


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

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

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