TCR_Public/981209.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 9, 1998, Vol. 2, No. 240

ACCESS BEYOND: Order Authorizes Employ of The Bayard Firm
AHERF: Bar Date For Filing Proofs of Claim - March 3, 1999
ALLTEL CORP: Files Restated Audited Financials
ALLTEL CORP: Registering Shares To Raise $300 Million
AMERICAN RICE: Seeks Exclusivity Extension

ANGEION: May Be Sold In Near Future
BRADLEES INC: Summary of Plan
CERION TECHNOLOGIES: Annual Report For Fiscal Year End 1997
CRIIMI MAE: Reaches Agreement With Two Major Creditors

DENBURY RESOURCES: Announces Agreement With TPG
DIXONS US HOLDINGS: Disclosure Statement Delayed
ERD WASTE: Committee Objects to Joint Disclosure Statement
FPA MEDICAL: Files Current Report With SEC
GOOD ENTERPRISES: To Repay $6 Million Debt Over 10 Years

HAYES CORP: Seeks Nod For Incentive/Retention Plan
HAYES: Asia Pacific Headquarters Close
INDIAN MOTORCYCLE: Fighting Over a Good Name
JOTAN INC: Defections Cause Sale
LIVENT INC: Judge Releases $5.3 Million

MIAMI SUBS: Nathan's Famous Offers $14 Million
MOLTEN METAL: Trustee Seeks Special Counsel
MUSICLAND: Registration Statement Filed With SEC
NATIONAL ENERGY: Banks Accelerating $25 Million Payable
NIAGRA MOHAWK: Agreement To Sell 72 Hydroelectric Plants

PHELPS TECHNOLOGIES: Deadline For Filing Plan Extended
PHP HEALTHCARE: HIP Files $90 Million Lawsuit
POCKET: Lenders Ask Court To Rethink FCC Option Ruling
PORTACOM WIRELESS: Settlement Agreement With VDC
RDM SPORTS GROUP: Notice of Bar Date - January 15, 1999

SOUTHERN PACIFIC: Class Action Lawsuit Filed
SWISS WORLD AIRWAYS: Declares Bankruptcy
UNISON HEALTHCARE: Races To Close $38M Omega Deal


ACCESS BEYOND: Order Authorizes Employ of The Bayard Firm
By court order dated November 30, 1998, The Official
Committee of Unsecured Creditors of Access Beyond
Technologies, Inc., et al., is authorized to retain The
Bayard Firm as the Committee's co-counsel nunc pro tunc as
of October 28, 1998.

AHERF: Bar Date For Filing Proofs of Claim - March 3, 1999
The Bankruptcy Court has established a deadline of March 3,
1999 for filing proofs of claim in the case of Allegheny
Health Education and Research Foundation and its debtor

ALLTEL CORP: Files Restated Audited Financials
ALLTEL Corporation is filing restated audited financial
statements to reflect the Company's July 1, 1998 merger
with 360 Communications Company. The merger was accounted
for as a  pooling of interests.
A full-text copy of the filing is available via the
Internet at:

ALLTEL CORP: Registering Shares To Raise $300 Million
Alltel Corporation filed a Registration Statement with the
SEC with respect to Debt Securities in the amount of
$300,000,000. The Registration Statement provides that
ALLTEL Corporation may offer and sell up to $300,000,000 in
principal amount of its debt securities on certain terms to
be determined at a later time. The debt securities will be
unsecured and will rank equally with all other unsecured
and unsubordinated debt of ALLTEL.

AMERICAN RICE: Seeks Exclusivity Extension
The debtor, American Rice Inc., is seeking by emergency
motion an extension of the time deadlines within which the
debtor has the exclusive right to file a plan of
reorganization and to obtain acceptances thereof.  The
debtor is seeking an order extending the deadlines to
January 31, 1999 and April 30, 1999 respectively.

Within the first four months of the case, the debtor
entered into a sale of the debtor's Olive Business, which
was consummated within the last few weeks.  The debtor also
negotiated a compromise of the Tenzer Company claim, and
obtained court authority to enter into a settlement of that
dispute.  The debtor established an agreement for financing
and responded to numerous creditor requests for adequate
protection and relief from the stay.

The debtor has just begun the process of developing a plan
of reorganization.  And due to the size and complexity of
the case, the debtor states that an extension of its
exclusive deadlines is necessary.

ANGEION: May Be Sold In Near Future
The Mergers Acquisitions Report published an article on
December 7, 1998 stating that medical device manufacturer
Angeion Corp. has retained Raymond James to explore
alternatives, which could include a sale of the company.

The Minneapolis-based company develops implantable
cardioverter defibrillators (ICDs), which monitor
heartbeats.  The company will consider a broad range of
options including financing and business combinations, said
Angeion CFO Jill Burchill. The review will be executed
quickly, she said, anticipating a resolution by the end of
the second quarter 1999. At present, books have not been
sent out and Raymond James has not been engaged in response
to any offers to acquire Angeion, Burchill said.

The company recently received its first Food and Drug
Administration product approval, for its Sentinel ICD
series, and it is the appropriate time to consider options
for moving from an R&D stage to a commercial operation,  
Burchill said.

The Raymond James banker advising the company, John
McDonald, could not be reached for comment. Medtronic Inc.,
St. Jude Medical Inc. and Guidant Corp. own Angeion's niche
in the medical device world, with over 99% of the market,  
said a sell-side analyst who declined to be named. Those
much larger companies would not likely buy Angeion because
they already have access to its considerable patent library
through licensing agreements, he argued.  Furthermore, the
Federal Trade Commission wants more than three competitors
in the industry, he pointed out.

A logical buyer would be a large company that already has
experience in the ICD business, but would benefit from
access to Angeion's patents, such as Johnson & Johnson, the
analyst said.  The domestic ICD market is over $1 billion
and has good margins and 20% growth, he said. Angeion,
however, lacks the size to compete in R&D, he said. It is
just recently bringing a product to market, which is
oversized and not 100% competitive, the analyst remarked.

It is possible potential buyers would wait, anticipating
the company, with $22 million in 7.5% convertible
debentures, tilts into bankruptcy, he said.

The conversion price on those notes, set at $3.05 per
share, will be adjusted on Dec. 18 based on trading for the
previous five days. The new price cannot fall below $1.52.
Angeion's 52-week high, hit last January, was $4.125.
The company posted third quarter revenue of $1.6 million,
R&D of $5.4 million and a net loss of $7 million, compared
to year-earlier revenue of $1.2 million, R&D of $4.6
million and a loss of $10 million.

BRADLEES INC: Summary of Plan
Bradlees Inc. filed its confirmed plan of reorganization
with the SEC.  The plan was confirmed by the court on
November 18, 1998.

The Plan creates 24 classes of claims against, and
interests in, Bradlees, Inc. and its subsidiaries.

The Plan provides for approximately $165 million in
distributions to creditors inclusive of $16 million of
administrative claim payments, $7million in tax and cure
notes, $3 million in other distributions, $14 million in
cash, $40 million in notes (the "New Notes") primarily
payable to the Company's pre-Chapter 11bank group, and new
common stock with an estimated value of $85
million.  As previously reported, all existing stock will
be canceled upon the company's emergence from bankruptcy
and such shareholders will not receive a distribution under
the Plan.

The Company has a commitment for a $270 million post-
emergence financing facility, which would become effective
upon the Effective Date, which includes a
$20 million junior secured "last in-last out" facility,
with BankBoston, N.A. as Administrative Agent and Issuing
Bank.  Under the BankBoston Facility, the Company will be
allowed to borrow for general corporate purposes, working
capital and inventory purchases.

Total sales for the third quarter ended October 31, 1998
were$18.6 million or 5.4% below Forecast due primarily to
unseasonably warm weather that hurt Fall apparel sales and
weak sales of toys.  Comparable store sales declined 2.0%
in the third quarter.  EBITDA before restructuring and
property gains(as defined in the exhibit) fell short of
Forecast by $2.4million due principally to the below-
Forecast sales and associated gross margin, partially
offset by a favorable gross margin rate and favorable
selling, store operating, administrative and distribution
(SG&A) expenses.  The gross margin rate exceeded Forecast
in the third quarter due primarily to favorable allowances,
while SG&A expenses were below Forecast mostly due to
favorable home office, advertising and store payroll

The year-to-date net loss was $34.6 million.

A full-text copy of the filing is available via the
Internet at:

On December 2, 1998 the court entered an order approving
the motion of the debtors, Butterwings Entertainment Group,
Inc. and Cookie Crumbs, Inc. requesting authority to sell
the Purchased Assets of ten Mrs. Fields Cookie Stores.  

The stores are located in Missouri, Minnesota and Michigan.
PDP Limited Liability Company offered the highest revised
bid for the purchased assets in the aggregate amount of

Pursuant to the order, the Court authorizes and directs the
debtors to execute an consummate the purchase agreement.

CERION TECHNOLOGIES: Annual Report For Fiscal Year End 1997
On September 14, 1998, the Company's Board of Directors
voted to cease operations on or about November 15, 1998 and
seek approval from its shareholders for an orderly
liquidation of the Company's assets.

On November 23, 1998, the aggregate market value of the
voting stock held by nonaffiliates totaled approximately
$1,244,425 based on the closing stock price as reported by
The Nasdaq Stock Market.  On November 23, 1998, there were
7,054,593 shares of common stock, $.01 par value, of the
registrant issued and outstanding.

A Special Meeting of Stockholders of Cerion Technologies
Inc. will be held at the Union League Club, 65 West Jackson
Street, Chicago, Illinois, on December 29, 1998 at 10:00
a.m., Central Time to consider and act upon the Liquidation
Proposal, including adoption of a Plan of Complete
Liquidation and Dissolution substantially in the form
attached as Appendix A to the Proxy Statement, dated
December 3, 1998.

A full-text copy of the annual report is available via the
Internet at:

CRIIMI MAE: Reaches Agreement With Two Major Creditors
CRIIMI MAE Inc. has reached agreements with two of its
major creditors, Merrill Lynch Mortgage Capital Inc.
(Merrill Lynch) and German American Capital Corporation
(GACC), under which the company and these creditors will
split the monthly cash flow after debt service from 13
classes of CRIIMI MAE's subordinated commercial mortgage-
backed securities (CMBS). The total current monthly cash
flow before  paying floating-rate, LIBOR-based debt service
is approximately $5.0 million.  The Merrill Lynch agreement
has been preliminarily approved by the Bankruptcy Court,
and the GACC agreement has been submitted to the
Bankruptcy Court for approval.  CRIIMI MAE had financed the
acquisition of the 13 classes of CMBS  with $452.3 million
of loans from these two creditors. CRIIMI MAE and two  
affiliates filed to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on  October 5.

"Without lengthy court proceedings, these agreements help
to resolve certain disputed issues with two of our major
lenders and assure a continuing flow of  income as CRIIMI
MAE reorganizes," said Chairman William B. Dockser.
"We are continuing to negotiate with our other creditors,"
though Mr. Dockser gave no assurance that CRIIMI MAE would
reach agreements with the other creditors.

As part of the agreement with Merrill Lynch, CRIIMI MAE is
dismissing without prejudice its October 21 lawsuit asking
the lender to turnover funds the company charged Merrill
Lynch had wrongly withheld.  For its part, Merrill  
Lynch is dismissing without prejudice its motion for relief
from the automatic stay in the bankruptcy proceedings.

Under the agreement with Merrill Lynch, CRIIMI MAE will
receive approximately $1.5 million representing the October
distributions from eight classes of CMBS collateralizing
the loan from Merrill Lynch net of October's interest
payment  to Merrill Lynch.  For subsequent months, the
agreement calls for CRIIMI MAE to receive distributions of
50 percent of the monthly cash flow from the CMBS, net of
interest payable to Merrill Lynch.  Merrill Lynch will
apply its half of the  net distribution to pay down the
outstanding principal balance of its loans to  CRIIMI MAE.

Under the agreement with GACC, CRIIMI MAE each month will
receive approximately 50 percent of the cash flow from the
CMBS collateralizing the loan from GACC, net of interest
payable to GACC.  GACC will apply the remaining 50
percent to,  among other things, hedge costs and to pay
down the outstanding principal  balance.

Before filing for reorganization, CRIIMI MAE had been
actively involved in acquiring, originating, securitizing
and servicing multifamily and commercial mortgages and
mortgage related assets throughout the United States.  
Since filing for Chapter 11 protection, CRIIMI MAE has
suspended its loan securitization, loan underwriting and
loan origination businesses.  The company, however,
continues to hold a substantial portfolio of subordinated  
CMBS and, through its servicing affiliate, acts as a
servicer for its own as well as third party

DENBURY RESOURCES: Announces Agreement With TPG
Denbury Resources Inc. announced  that it has  reached an  
agreement  in principle  with its largest  shareholder,  
the Texas Pacific Group  ("TPG"),  to issue $100  million
of common  shares at $5.39 per share to an affiliate of

The purchase price was negotiated between TPG and a
committee of the Company's independent directors and
represents a 41% premium over the closing market price
of the  Company's  common  shares as of December  1, 1998.  
The transaction is subject to, among other things,  (i)
the receipt of a fairness opinion as to the price at which  
the  shares  are to be sold,  (ii)  completion  of a  
definitive agreement  between TPG and the Company,  and
(iii) shareholder, regulatory and other customary

Currently, TPG holds 8.7 million common shares or
approximately 32 percent( 30% on a fully diluted basis) of
the approximately  26.8 million  outstanding common
shares.  Subject to regulatory approval, the Company plans
to issue 18.55million additional shares in this transaction  
following approval of the sale by shareholders at a
meeting expected to be held in February or March of

Following this transaction, TPG will own approximately 60
percent ( 58% on a fully diluted basis) of the  outstanding  
common shares.  At the meeting, it is also anticipated that
shareholders will be asked to approve a proposal to change
the legal domicile of the Company from Canada to the United
States as a Delaware corporation.  Both matters will be
covered by proxy soliciting materials which must first be  
submitted to U.S. and  Canadian  regulatory  authorities.  
TPG's purchase will not be subject to the approval of the
change of legal domicile.

TPG is currently represented by three designees on the
Company's board of directors, Messrs. Bonderman, Price and
Stanton. The Company does not anticipate any changes to the
current board of directors, management or operations of the
Company as a result of this transaction.

The net proceeds of approximately  $98.5 million  (after  
deduction  of estimated  costs  of the  transaction)  will  
initially  be used to  reduce  the borrowings under the
bank credit facility,  the outstanding  balance of which at
December 1, 1998 was $100 million, with an additional  $30
million  currently available  under the line. The Company
plans to ultimately use the funds for oil and gas property

Denbury is a Dallas based independent oil and gas  
company  engaged  in acquisitions,  development and
exploration activities primarily in the states of
Louisiana and Mississippi.

DIXONS US HOLDINGS: Disclosure Statement Delayed
Dixons U.S. Holdings Inc. has put off filing a disclosure
statement for its Oct. 23 liquidating plan in order to
continue negotiations with the official creditors'
committee, and the defunct electronics retailer expects to
submit the document in about 60 days. The company and
committee recently agreed to a 90-day exclusivity
extension, through Jan. 25. The Oct. 16 effectiveness of
the global settlement between Dixons, former parent Fretter
Inc., and their respective creditor panels was among the
grounds cited as justification for an extension. The
settlement resolves myriad litigation primarily surrounding
Fretter's acquisition of Dixons in December 1993.
Proceeds from the settlement will be used to fund the
proposed plan. (The Daily Bankruptcy Review and ABI
Copyright c December 8, 1998.)

ERD WASTE: Committee Objects to Joint Disclosure Statement
The Official Committee of Unsecured Creditors states that
the Disclosure Statement of ERD Waste Corp. et al. does not
contain "adequate information" concerning the plan and
should not be approved.  The Committee states that the
Disclosure Statement fails to adequately disclose the value
to be received by unsecured creditors under the plan.

Pursuant to the plan, the general unsecured creditors are
to receive: the avoidance actions and either a portion of
the proceeds from the Long Beach Litigation or 5% of the
reorganized debtors' net profit (EBITDA) for calendar years
1999, 2000 and 2001 on a consolidated basis.

The Disclosure Statement is devoid as to the estimated
amount of recoveries from these items.

The Committee also states that the Disclosure Statement
fails to describe any of the debtor's assets, that it fails
to provide any financial information, that the debtors do
not describe any legal or economic basis for consolidation,
that Class Five secured claims are not adequately
described, that there is inadequate disclosure concerning
the amount of Chase's secured claim, and that there is no
adequate information concerning the possibility that the
debtors either collectively or individually may possess net
operating losses.  Further, the Disclosure statement does
not provide how the debtors intend to confirm their plan in
the event that there exists an impaired non-consenting
class of claimants.

According to the Committee, the Disclosure Statement also
fails to disclose the terms of compensation of management
and violates the Absolute Priority Rule inasmuch as it may
provide for Chase to receive payment upon its unsecured
claim before payment to general unsecured creditors and
provides for the debtors to retain an interest in their
assets without contributing sufficient new value.

FPA MEDICAL: Files Current Report With SEC
FPA Medical Management Inc. filed a Form 8-K Current Report
with the SEC.

On September 23, 1998, the Bankruptcy Court (i) authorized
the Debtors to implement a key employee retention program,
(ii) extended the time period in which the Debtors could
assume or reject unexpired leases of non-residential
property, (iii) authorized the rejection of certain leases
of non-residential property, (iv) authorized the rejection
of payor agreements related to discontinued business
operations, (v) implemented a procedure to sell
certain equipment and property, (vi) authorized the sale of
certain assets related to the Registrant's Orange Coast
operations, and (vii) implemented a transition plan and
cessation of operations related to the Debtors' operations
at the Virginia Medical Clinic.

On September 30, 1998, the Debtors filed with the
Bankruptcy Court their Joint Disclosure Statement and Plan
of Reorganization. The terms of the Plan of
Reorganization closely follow the terms of the pre-
negotiated plan term sheet agreed to with the Debtors'
largest creditors and filed by the Registrant with
the Bankruptcy Court and the Securities and Exchange
Commission in July 1998. The present terms of the Plan of
Reorganization have not been agreed to by the Official
Committee of Unsecured Creditors (the "Committee") in the
Debtors' bankruptcy cases and consensual negotiations are
continuing among the Debtors, the Committee and the
Debtors' pre-petition and post-petition bank groups.

On October 28, 1998, the Bankruptcy Court (i) extended the
exclusive time period during which the Debtors could file
and solicit acceptances of plan or plans of reorganization,
(ii) extended the time period during which the Debtors
could seek to remove civil actions pending on the dates of
commencement of their chapter 11 cases, (iii) authorized
the rejection of certain non-residential leases and
executory contracts, (iv) authorized the Debtors to enter
into an agreement to liquidate certain of the Debtors'
accounts receivable relating to closed locations, (v)
authorized the Debtors to resolve certain disputes with
Mount Airy Emergency Physicians, P.L.L.C. and
Primergy,Inc., and (vi) overruled an objection to the
Debtors' sale of certain assets related to their Orange
Coast operations.

On November 19, 1998, the Bankruptcy Court (i) authorized
the amendment of the Debtors' schedules of liability to
reschedule the claim of Optimal Integrated Solutions, Inc.,
(ii) authorized Women's Health Care Alliance, Ltd. to
conduct an examination of the Debtors under Rule 2004 of
the Federal Rules of Bankruptcy Procedure, (iii) granted
relief from the automatic stay imposed by section 362 of
the Bankruptcy Code, thereby allowing a specific
malpractice action, involving a terminally ill plaintiff,
to proceed and (iv)denied certain other requests for relief
from the automatic stay.

On November 24, 1998, the Bankruptcy Court, upon the
request of the Debtors, their pre-petition and post-
petition bank groups and the Committee, rescheduled the
following dates in the Debtors' bankruptcy cases:
(i)January 12, 1999 at 11:00 a.m. shall be the rescheduled
hearing concerning the Disclosure Statement; (ii) January
20, 1999 shall be the last day to mail solicitation
materials concerning acceptances of the Plan of
Reorganization;(iii) February 22, 1999 at 12:00 noon shall
be the last day and time to file and serve objections to
confirmation of the Debtors' Plan of Reorganization;
and(iv) February 24, 1999 at 9:30 a.m. shall be the date
and time for a hearing concerning confirmation of the Plan
of Reorganization.

A copy of the revolving credit and guarantee agreement
among FPA MEDICAL MANAGEMENT, INC., debtor and borrower,
the subsidiaries of the debtor, as guarantors, the several
lenders and BankBoston NA, dated of July 20, 1998 is
included in the filing.

GOOD ENTERPRISES: To Repay $6 Million Debt Over 10 Years
The Lancaster PA Intelligencer reports on December 5, 1998
that a U.S. Bankruptcy Court judge in Reading has approved
a plan giving Good Enterprises Ltd. 10 years to repay more
than $6 million in debt.

If the Intercourse tourist attraction and publishing firm
can't repay its creditors, it would have to sell off its
assets.  The company, which filed for Chapter 11 bankruptcy
protection in 1996, operates The People's Place museum, Old
Country Store and Good Books, a publishing company.

The store sells quilts, dolls and toys made by local
craftspeople. The museum, opened in 1976 by Merle Good and
his wife, Phyllis Pellman Good, provides a slice of Amish
and Mennonite life through a hands-on museum and a  
documentary film.

Under the reorganization plan, which was adopted jointly by
the company and a committee representing about 600
unsecured creditors, Good must repay $6.4 million to the
creditors by December 2008 or fulfill 100 percent of
that  obligation by selling company assets.

About one-third of the creditors are owed $1,000 or less;
they must be repaid by July 1999.  If the company performs
much better than expected, it has pledged to pay creditors
an extra 25 to 50 cents on the dollar.  The plan was
approved Nov. 19 by Judge Thomas M. Twardowski.  

According to financial projections included in the plan,
the company hopes to be able to repay $5.8 million in 10
years through annual operations, real estate sales and
commercial development. The balance of the $6.4 million
would be raised by liquidating company assets. The
repayment to unsecured creditors, many of whom are the
Goods' friends, employees or family members, represents the
principal amount, but not any interest, on the money they
loaned over the years for the operation of Good  

Under the reorganization plan, the unsecured creditors
opted for getting  repaid over 10 years rather than forcing
Good Enterprises to liquidate its assets now. If the assets
were sold immediately, there would be only $1.7 million -
including real estate, cash, accounts receivable,
inventory, and equipment - to pay unsecured creditors after

Under the reorganization plan, the unsecured creditors
have more control over the company. A new board of
directors is managing the firm and can opt to liquidate the
company earlier than 10 years if necessary to repay
creditors.  Five of the nine board members are new, and one
of them is the chairman of the committee of unsecured

The committee retained an independent financial consultant
to review the financial records of Good Enterprises before
creditors agreed to join the reorganization plan.

HAYES CORP: Seeks Nod For Incentive/Retention Plan
Calling the continued support and enthusiasm of its work
force "essential to a successful reorganization," Hayes is
seeking court approval of a key employee
incentive/retention/severance plan.  "The proposed employee
incentive/retention/severance program will assist the
Debtors' efforts in retaining the services of its key
operations, technology and management employees in the
performance of their duties and such extra duties as may be
required of them during the reorganization process, provide
financial protection of each key employee in the event of
involuntary termination and provide severance benefits to
remove the employees' concern about job security," the
company said.  Without the program, Hayes warned that it
would face deteriorating morale and the loss of more
critical employees. (Federal Filings Inc. 08-Dec-98)

HAYES: Asia Pacific Headquarters Close
The South China Morning Post reports on December 8, 1998
that the SAR-based headquarters of popular modem maker
Hayes Asia- Pacific has closed, but sources say local Hayes
executives are scrambling to launch a new company under a
different name.

Michael Lee, managing director of Tech Pacific Hong Kong,
Hayes' largest SAR distributor, was confident that a new
company handling Hayes products would  

Kaifa Technology, an SAR-based electronics maker and former
investor in Hayes in the US, is talking with former Hayes
Asia- Pacific executives about backing the new firm.
Meanwhile, the supply of Hayes products had been "slightly
interrupted" for the past two weeks, but there should be no
other effect on consumers, Mr Lee said.

Though it lags badly behind 3Com worldwide, Hayes modems
still sell well in less-advanced markets such as the
mainland, where 14.4 kbps modems are still common. There,
Hayes holds the top spot with 39 per cent of the market,  
according to Frost & Sullivan, mostly due to its strong
brand name and extensive distribution via its partner,
Legend Technology, a subsidiary of top PC maker, Legend

In Hong Kong, it is either "number one or number two",
according to Mr Lee.  Hayes has strong local ties. SAR-
based electronics manufacturers Wong's International and
Kaifa were part of a consortium that bought up 49 per cent
of  Hayes in April 1996 to rescue the firm during an
earlier bankruptcy. Both Wong's and Kaifa produce modems
for Hayes.

But that rescue coalition seems to have dissolved, with at
least one partner, Kaifa, selling out its estimated 16 per
cent stake this summer to an undisclosed party, according
to an executive at Kaifa. At about the same time,
Kaifa stopped manufacturing modems for Hayes as unpaid
bills - totalling millions of dollars - mounted.

INDIAN MOTORCYCLE: Fighting Over a Good Name
A federal judge has approved a company's right to resurrect  
the legendary Indian motorcycle, ending three years of
legal wrangling involving dozens of companies and
creditors.  IMCOA Licensing America Inc., a partnership of
California and Canadian motorcycle companies, has proposed
paying $17 million in cash for the Indian trademark rights.
The bid was made last month after U.S. District Judge Zita
Weinshienk eliminated Eller Industries from consideration,
ruling the Boulder-area company  had failed to live up to
its purchase agreement.

Lee Kutner, attorney for IMCOA, said Monday he was
"thrilled" with the ruling and said the company already has
a number of motorcycles ready to hit the road.
"The motorcycle is already in production in California
under a short-term license with the receiver," he said. He
said the company hopes to resolve purchase details for the
company early next year. "There's a lot of demand," he
said. "You'll be seeing classic Indian Motorcycles back on
the street in short order."

During a hearing, attorneys for Eller and creditors, as
well as two motorcyclists who sat in the audience, asked
the judge to reconsider and approve the Eller bid.  "This
shouldn't be about getting rid of this," motorcycle dealer
Steve Halprin said, referring to a push to resolve the
bankruptcy. "This should be about doing what is right."

Weinshienk ruled that Eller breached the contract with the
receiver by not paying administrative costs, by not
providing an Intro Bike, and by not being ready to close by
Oct. 1.  U.S. Magistrate O. Edward Schlatter, who oversaw
the case on Judge Weinshienk's behalf, said he believed the
Eller contract was terminated properly after company
officials and representatives of the court-appointed
receiver failed to agree on an extension to a closing

The dispute represents the consolidation of at least four
claims to the rights of the cycle first built in 1901 by
the Indian Motocycle Co. of Springfield, Mass. The company,
which eliminated the "r" from motorcycle, launched
America's motorcycle industry. Kutner said his company has
put the "r" back in for its production model.

Within five years, Indian racers were hitting speeds of 100
mph, spawning America's love of the two-wheeled power
vehicle.  Indian, plagued by competition from smaller bikes
in the post-World War II era, made its last cycle in 1953.
But an estimated 30,000 cycles remain in existence and are
prized by collectors.  Since the original enterprise went
out of business, the only American manufacturer of
heavyweight machines left is arch-rival Harley Davidson.  
IMCOA is a partnership between American Indian Motorcycle
Company Inc. of Mokelumne, Calif., and Indian Motorcycle
Company Inc. of Toronto.  Kutner said the company planned
to raise $25 million in cash to buy the Indian rights and
the California Motorcycle Co. of Gilroy, Calif. He said
they are continuing talks to retain the involvement of the
Cow Creek Band of Umpqua Tribe in Eugene, Ore. Eller had
planned to build a motorcycle production plant on tribal

JOTAN INC: Defections Cause Sale
Jotan Inc., which had hoped to reorganize under Chapter 11
bankruptcy  protection and continue operating, is now
planning to sell its business after  the defection of
several key employees.  Jotan said during a hearing
yesterday in U.S. Bankruptcy Court in Jacksonville that it
expects to file details of the sale within the next week.
Jacksonville-based Jotan, which distributes packaging and
shipping supplies, filed for Chapter 11 bankruptcy
protection on Nov.10 because of mounting losses at a
subsidiary it acquired last year called Southland
Container Packaging Corp.

The original plan called for Jotan to sell Southland, which
distributes supplies to the moving and storage and
perishable goods industries, and continue operating its
Jotan division, which distributes supplies to industrial
customers.  But that plan changed when seven or eight key
salespeople defected to a competitor called Eastern
Seaboard Packaging Inc., said Jotan President and  
Chief Executive Officer Raleigh C. Minor.

"Without the sales force, we can't move ahead," he said.

Minor said the company contacted possible buyers for the
Jotan division and have picked one, but he couldn't give
details yesterday. The buyer is expected to keep the
business going as is.  "There will be no interruption in
supplying customers, and employees involved in operations
will continue to be employed with a financially sound
company," said Gardner Davis, an attorney for Jotan.

At the time of its bankruptcy filing, Jotan employed about
30 people in Jacksonville and 200 overall, including the
Southland division. Minor said all of the operations
employees will keep their jobs but some of the headquarters  
employees will probably lose theirs. Minor said the company
has a couple of offers for the Southland division but
no agreements have been reached yet.

U.S. Bankruptcy Judge Jerry A. Funk last week issued a
preliminary injunction against two former top Jotan sales
executives, who left the company for Eastern Seaboard, to
stop them from soliciting Jotan customers.  According to
Funk's order, Alton E. Thompson, former vice president of
sales and operations, left Jotan for Eastern Seaboard on
Nov.9 and contacted two Jotan customers on that date. The
order prohibits Thompson from soliciting business from
Jotan's customers and from recruiting more Jotan employees.

The order also prohibits Jeff Barnett, Jotan's former
national sales representative, from competing for customers
with Jotan within 250 miles of Jotan's distribution
centers. Barnett also joined Eastern Seaboard on Nov.9.

Funk's order said that Jotan had been negotiating a
possible sale of the company with Eastern Seaboard in
October and that Barnett was Jotan's chief negotiator.
Jotan grew out of Atlantic Bag and Paper Co., a 60-year-old
Jacksonville business, and was formed in 1993 to offer
just-intime delivery of packaging and shipping supplies to
businesses. The name Jotan stands for "just on time as

The company grew significantly in March 1997 by acquiring
Southland, but the deal also caused big losses. After
earning a modest profit of $173,658 in 1996, Jotan had a
net loss of $38.5 million in 1997, due in large part to the
write- off of $33 million in goodwill on its balance sheet
from the Southland deal.

Jotan Inc. employees who work in operations are expected to
keep their jobs when the company is sold. Some who work in
the company's headquarters probably won't.

LIVENT INC: Judge Releases $5.3 Million
The Chicago Sun-Times reports on December 5, 1998 that a
judge hearing the bankruptcy case of Livent Inc. freed a
construction account so that $5.3 million can be paid to
the contractors who renovated the company's Oriental

Last month, general contractor W. E. O'Neil filed an $8.6
million lien on the Ford Center for the Performing
Arts/Oriental Theatre at 32 W. Randolph, which it had
renovated. O'Neil said it could not pay its 40 to 50
contractors the $6.5 million due them because Livent, owner
of the Oriental, had made no payments since August.

On Thursday, the bankruptcy judge freed a $5.3 million
construction escrow account used to pay for work on the
Oriental.  The City of Chicago subsidized the renovation of
the Oriental with $13.5 million as part of Mayor Daley's
plan to revitalize the city's theater district. City
officials said they do not expect the city to suffer a

Operations at the Oriental, where "Ragtime" is playing, are
continuing normally. Theater executives say ticket sales
remain strong.  Livent may be looking for a buyer, possibly
one who would take over the Oriental along with its
theaters in New York and Toronto.  Livent said in its
bankruptcy filing that it hired SG Cowen & Co. to  
explore options for the troubled company, including a sale.
Possible buyers include SFX Entertainment Inc., owner of
New York's Pace Theater, and the closely held Shubert
Organization, the Broadway theater company founded in  
1914, according to analysts and recent reports.

Livent now says it lost $106.2 million from 1996 through
the first quarter of 1998 - not the $44.7 million it
previously had reported. Shares in the publicly held
company are suspended on most exchanges.

MIAMI SUBS: Nathan's Famous Offers $14 Million
Nathan's Famous, the legendary New York hot dog chain, has
entered an agreement to buy Miami Subs in a deal worth
about $14 million. Four months ago, Miami Subs called off
its proposed merger with Jacksonville based Arthur

Nathan's said it has acquired a 30 percent interest in
Miami Subs and signed a letter of intent to take over the
rest of the company in a stock swap. Shareholders of both
companies must approve the deal, which was announced  
Monday after the stock market closed.

Under the terms of the letter of intent, Miami Subs
shareholders will receive about 52 cents worth of Nathan's
stock for each share of Miami Subs they hold.
Executives of Fort Lauderdale-based Miami Subs said they
made the deal because the chain, with its limited financing
had limited growth prospects.

MOLTEN METAL: Trustee Seeks Special Counsel
The Chapter 11 Trustee of Molten Metal Technology Inc., and
its affiliates request that the court authorize the Estate
to employ John Hagerty as Special Counsel to represent the
Trustee and provide legal services tot he Estate solely
with respect to conducting a sale of real property in South
Carolina. Hagerty has agreed that his fees shall not exceed

MUSICLAND: Registration Statement Filed With SEC
Musicland  Stores Corporation filed with the Securities and
Exchange Commission under a  Registration  Statement  on  
Form  S-8  with respect to the issuance by the company of
up to 2,000,000 shares of Common Stock,  $.01 par value,  
pursuant to stock options and other stock incentives  
granted under the Musicland Stores  Corporation 1998
Stock Incentive Plan.

The proposed maximum aggregate offering price is

NATIONAL ENERGY: Banks Accelerating $25 Million Payable
National Energy Group, Inc. (OTC Bulletin Board: NEGX)
announced that on December 4, 1998 an Involuntary Petition  
for an Order and Relief under Chapter 11 of Title 11 of the
United States Bankruptcy Code had been filed in the United
States Bankruptcy Court for the  Northern District of
Texas, Dallas Division and which was signed by a group of  
the Company's 10-3/4% Senior Notes bondholders.  The
Company had reported earlier it had not made the $8.9
million interest payment, initially due November 2, 1998
and which was subject to a 30-day grace period ended
December  2, 1998. The Company has a 20-day period in which
to file its response to the  Petition with the Bankruptcy

The Company also announced that, pursuant to the terms of
the Company's Restated Loan Agreement between the Company
and Bank One, Texas, N.A. and Credit Lyonnais, New York
Branch, et al., the banks' Administrative Agent has  
given notice to the Company it is accelerating and
declaring immediately due and payable all obligations in
the outstanding amount of $25 million under the  
Restated Loan Agreement for certain unspecified Events of
Default as defined in the Restated Loan Agreement.

National Energy Group, Inc. is a Dallas, Texas based
independent oil and gas exploration and production company,
headquartered in Dallas, Texas, with operations primarily
in Louisiana, Texas, and Oklahoma.

NIAGRA MOHAWK: Agreement To Sell 72 Hydroelectric Plants
Niagara Mohawk Power Corp. (NYSE: NMK) announced
an agreement to sell its 72 hydroelectric generating plants
to an affiliate of Orion Power Holdings, Inc. for $425
million, representing 1.7 times their book value of
approximately $250 million. Located on more than 20 rivers
and streams throughout Upstate New York, the hydroelectric
stations have a combined capacity of 661  megawatts.

Orion was formed in March to acquire electric generating
plants across the United States and Canada.  Orion is
headquartered in Baltimore and is jointly owned  by GS
Capital Partners II, an investment fund managed by Goldman,
Sachs & Co., and Constellation Power Source, Inc., a wholly
owned subsidiary of Baltimore Gas and Electric Company.

Niagara Mohawk will purchase electricity from Orion under a
transition power contract in place through September 2001.

"This sale is a significant first step in our strategy to
exit the generation business and become an energy delivery
company," said William E. Davis, Niagara Mohawk's Chairman
and Chief Executive Officer. "Proceeds from the sale will
be used to accelerate the retirement of debt consistent
with our plan to create value for our shareholders.

Niagara Mohawk continues to actively pursue the sale of its
four fossil-fueled plants and hopes to be in a position to
announce the winning bidder or bidders by the end of the
year. The four fossil-fueled plants have a combined
capacity of 3,256 megawatts.  Divestiture of Niagara
Mohawk's fossil-fueled and hydroelectric generating
facilities is one of the major elements of the
company's POWERCHOICE plan to reduce prices and promote

The sale is subject to approval by the New York Public
Service Commission and various federal agencies.  Niagara
Mohawk expects to complete the transaction by
the middle of 1999.

Investment bankers Merrill Lynch & Co. and Donaldson,
Lufkin & Jenrette Securities are serving as Niagara
Mohawk's financial advisors for the generation
asset sale.

Niagara Mohawk is an investor-owned energy services company
that provides electricity to more than 1.5 million
customers across 24,000 square miles of Upstate New York.
The company also delivers natural gas to more than 500,000
customers over 4,500 square miles of eastern, central and
northern New York.

PHELPS TECHNOLOGIES: Deadline For Filing Plan Extended
The deadline for filing debtors' plan and disclosure
statement is extended to December 7, 1998.  The
confirmation hearing will be set for January 6, 1999.

PHP HEALTHCARE: HIP Files $90 Million Lawsuit
HIP Health Plan of New York and the HIP Foundation have
filed a lawsuit in New York State Supreme Court against
three  principals of the PHP Healthcare Corporation (NYSE:
PPH). The court papers allege massive fraud,
misrepresentation of material facts, the diversion of  
funds, and public damage to HIP Health Plan of New Jersey
and HIP Health Plan  of New York.  The lawsuit demands $15
million compensatory and $75 million punitive damages on
five causes of action, all relating to fraud.  The lawsuit
seeks damages on behalf of HIP-NY.

The PHP principals named in the court papers are Jack M.
Mazur, a shareholder, member of PHP's Board of Directors,
and at the time of the action cited in the lawsuit,
President and Chief Executive Officer of PHP, who has
since been  terminated as PHP's corporate leader; William
J. Lubin, Senior Vice President  of PHP and a member of
PHP's Board of Directors until October 15, 1998; and  
Jerrold J. Hercenbergh, a Senior Vice President and Counsel
for Managed Care of  PHP.

New York State Supreme Court has jurisdiction over the
defendants because PHP is licensed in New York and the
defendants have committed tortuous acts in New York.
The complaint outlined a series of event started in July
1997,when HIP-NJ engaged PHP to deliver health care to HIP-
NJ's 200,000 members for a 20-year period in return for
percentages of premium revenues collected by HIP-
NJ.  The agreement called for PHP to be paid 91.5% of
premiums, decreasing gradually to 86.5% for the last 15
years of the agreement.  During the period covered by the
lawsuit, HIP-NJ paid PHP $345 million in premium revenues,
which were to be used to pay claims by HIP-NJ providers,
including physicians and hospitals.

The court papers asserted that at all times PHE maintained
that it had the substantive and financial experience to
meet its commitments to pay claims on a timely basis.  It
was further agreed that PHP would provide HIP-NJ with  
information on its financial condition and accurate
information concerning the processing of claims.

By July of 1998, HIP-NJ became aware of complaints about
lags in the payment of claims, and aware of a substantial
increase in the number of PHE's claims inventory,
indicating an improper and unlawful delay in payment of

"Upon information and belief, contrary to its obligations
under the HSA (Health Services Agreement), PHE has
deliberately and with malice diverted Capitation Payments
(premium revenues) from their intended purpose --  
payment of costs associated with the performance of the HSA
-- to its parent PHP, for the benefit of PHP ... PHP has
pursued a strategy of purchasing certain of its preferred
shares and pursuant thereto has spent in excess of $40
million, some of which includes monies paid to PHE by HIP-
NJ as Capitation Payments ... PHE deliberately and with
malice diverted to PHP portions of the Capitation Payments
that should have been applied to reduce claims.  PHE  
diverted such funds knowing that it did not have other
funds to pay claims."

As a result of PHE's failure to pay claims, and because
HIP-NJ had to assume responsibility for PHE's failure, HIP-
NJ's financial report showed a negative statutory net worth
of minus $9.5 million as of June 30, 1998, notwithstanding  
that by generally accepted accounting principles HIP-NJ had
a positive net worth.  HIP-NJ's apparent financial
condition resulted in its being placed into voluntary
rehabilitation, supervised by the State of New Jersey.

One cause of action relating to fraud asserted that during
negotiations leading to the agreement between HIP-NJ and
PHP, the defendants knowingly and intentionally concealed
from HIP-NJ the following facts:

"... PHP and Mazur had been charged by investors with
securities fraud in connection with PHP's purchase of its
shares and the public offerings of its shares in 1986;
Mazur had been outside counsel to PHP in Missouri during
the relevant period that fraud charges were made against
him and PHP and, in response thereto, Mazur surrendered his
license to practice law and was permanently disbarred from
the practice of law in Missouri; PHE had undergone  
drastic changes in its lines of business and had little
actual experience managing health care services for HMOs;
PHE was highly leveraged, had committed to buyout preferred
shareholders, and did not have adequate financial
resources  to sustain itself through a period of
anticipated losses to be incurred in  taking over HIP's
medical delivery system ..."

Actions by the defendants and PHE, the lawsuit asserts,
have damaged the reputation of HIP-NJ and HIP-NY and their
operations.  Under rehabilitation HIP- NJ has been barred
from expending monies, including to enroll new accounts.

On November 18, with the permission of the State of New
Jersey, HIP-NJ terminated the Health Services Agreement
with PHE and at the same time elected to place itself in
voluntary rehabilitation.  Hours after receiving notice of  
HIP-NJ's termination of the health services agreement, PHP
filed for Chapter 11 bankruptcy protection.  PHE is
currently in arrears on payments to hospitals and other  
providers by as much as $80 million.

HIP Foundation is also a party plaintiff to the lawsuit.  
Through restructuring, HIP Foundation now owns or contracts
with HIP Health Plans and its affiliates, HIP-New York,
HIP-New Jersey, and HIP-Florida.  The plans
are  separate corporate entities.  At the time of the
agreement with PHP, HIP-NY was the company contracting with

POCKET: Lenders Ask Court To Rethink FCC Option Ruling
Claiming that Pocket Communications Inc. and its creditors'
committee applied "fatally poor reasoning" in electing to
retain 15 C-Block licenses and return 28 others under the
Federal Communications Commission's debt repayment option,
Pocket's lenders are asking the court to reconsider its
Oct. 29 decision approving the repayment election.  In
essence, the company elected to trade 28 wireless
licenses worth over $100 million and a $143 million deposit
paid to the FCC for a spectrum of 15 licenses worth $15
million to $25 million, the lenders have contended.
(Federal Filings Inc. 08-Dec-98)

PORTACOM WIRELESS: Settlement Agreement With VDC
On November 24, 1998, Portacom Wireless, Inc. entered into
a Settlement Agreement with VDC Communications, Inc.
(successor to VDC Corporation Ltd.) ("VDC") resolving the
companies disputes with VDC.

Pursuant to the Settlement Agreement, VDC agreed to release
the company from any claims, including but not limited to
claims relating to VDC's fraud allegations, arising from
VDC's purchase in June 1998 of 2,000,000 shares of
common stock and warrants to purchase 4,000,000 shares of
common stock of Metromedia China Corporation in
exchange for 5,300,000 shares of common stock of VDC and up
to $700,000 in cash.

VDC also agreed (i) to assist the company to secure the
return of the shares of VDC common stock owned by the
Registrant which are pledged to MCC in accordance with the
Pledge Agreement in favor of MCC dated June 8, 1998; (ii)
to cause VDC counsel to deliver any legal opinions
necessary for the resale of shares of VDC common stock held
by the Registrant and to cause VDC's transfer
agent to remove any restrictive legends from such share
certificates; (iii) to provide certain periodic disclosure
to the Registrant; and (iv) to refrain from
seeking to recover any portion of funds previously escrowed
that have been paid or are payable to creditors of the

In return for VDC's agreements and commitments outlined
above, the company has agreed to escrow up to 2,000,000
shares of VDC common stock currently held in the company's
name (the "Escrow Shares") for up to eighteen
months, with such Escrow Shares to be released to the
Registrant for distribution to the company's creditors
and/or shareholders upon the satisfaction of any one of a
number of conditions.

RDM SPORTS GROUP: Notice of Bar Date - January 15, 1999
January 15, 1999 is set as the deadline for filing all
proofs of claim against the debtors, RDM Sports Group, Inc.
and its affiliates.

SOUTHERN PACIFIC: Class Action Lawsuit Filed
A class action lawsuit was filed in the U.S. District Court
for the District of Oregon on behalf of all purchasers of
the 11.5% Subordinated Convertible Notes of Southern
Pacific Funding Corp. (NYSE: SFCFQ) ("SPF") from October
31, 1997 through October 1, 1998 (the "Class Period")
against Imperial Credit Industries, Inc. ("ICII"), one of
its directors and certain of SPF's officers and directors,
alleging that as a result of their dissemination of false
and misleading statements concerning the financial
condition of SPF and the Company's materially misleading
October 31, 1997 Registration Statement, the defendants
created the misimpression that the Company was experiencing
and would continue to experience profitability and thereby
inflated the market price of the Company's 6.75% Notes.  On
October 1, 1998, Southern Pacific filed for protection
under Chapter 11 of the United States Bankruptcy Code.

Plaintiff seeks to recover damages on behalf of class
members and is represented by The Law Offices of Dennis J.
Johnson and the law firm of Esler, Stephens & Buckley.

SWISS WORLD AIRWAYS: Declares Bankruptcy
Swiss  World Airways said it has declared bankruptcy after
just three months of  operation. The company, which has
just one leased Boeing 767-200, told shareholders it has
asked for the appointment under court receivership of an  
administrator who would deal with creditors while a rescue
plan is put into  place. SWA's administrative council said
after emergency talks aimed at averting a shutdown that it
asked the federal civil aviation office (OFAC) to  
provisionally suspend its flights beginning Dec. 3.
Analysts said bankruptcy was inevitable after SWA failed to
secure crucial financing from its main backers and was
unable to find new investors. The carrier's only
service  launched in September, six flights a week between
Geneva and New York's Newark  airport, was flying at one
quarter full, according to OFAC, far below break- even

UNISON HEALTHCARE: Races To Close $38M Omega Deal
Unison Healthcare Corp. is seeking approval of its $38.2
million sale/leaseback transaction with real estate
investment trust Omega Healthcare Investors Inc. on an
emergency basis, in order to close the proposed deal by
Dec. 15 and avoid changes to the negotiated rental rates.  
"Because of the instability of rates for both long-term
borrowing by Omega and other REITs as well as the market
rates of such investments, Omega can, therefore, only
commit to the currently-negotiated terms of the Signature
Sale Leaseback through December 15,1998," the nursing home
operator asserted.  A hearing is set for Dec. 10. (Federal
Filings Inc. 08-Dec-98)


The Meetings, Conferences and Seminars column appears in
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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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