TCR_Public/981211.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
Friday, December 11, 1998, Vol. 2, No. 242

ACME METALS: Alpha Tube seeks Committee
AHERF: New Trustee Has Bankruptcy Experience
AMERITRUCK: Debtors Oppose Transamerica's Motion For Relief
BIG RIVERS: U.S. Replies To Examiner's Objection
BOSTON CHICKEN: Common Stock De-Listed

CARSON PIRIE: Litigation Settled For $42.5 Million
CENDANT: Plans To Sell Part of Internet Line
GENESIS MANUFACTURING: Order Permits Use of Cash Collateral
GOLDEN BOOKS FAMILY: Won't Adhere To Standstill Agreement
GOLF SYSTEMS: Assets to Be Sold at Dec. 17 Auction

HEARTLAND WIRELESS: Reorganization Value Set: $135M-$185M
JOTAN INC: Files Motion to Sell Shipping Supplies Business
LONG JOHN SILVER'S: Objects To Committee's Accountants
MANHATTAN BAGEL: Plan Confirmed/Effective Date November 25
PERK DEVELOPMENT: Creditors' Committee Objects To Sale

READING CHINA: Taps DJM Real Estate Consultant
SCHWEITZER MOUNTAIN: Court Approves Sale To U.S. Bank
UNISON HEALTHCARE: Seeks To Assume Real Property Lease
YBM MAGNEX: Expects To Be Indicted By Grand Jury
YBM MAGNEX: In Receivership in Canada


ACME METALS: Alpha Tube seeks Committee
In the case of Acme Metals Incorporated and its affiliated
debtors, the Unofficial Committee of Alpha Tube Trade
Creditors is seeking appointment of a Committee of
Unsecured Creditors of Alpha Tube Corporation.

The Alpha Tube creditors have determined that there is an
irreconcilable conflict between the estates of Alpha Tube
and the other operating debtors.  Only Alpha Tube has given
no lien on its assets to the $175 million Secured Creditor;
Alpha Tube can operate with high profits, strong cash flow
and unencumbered assets while its steel affiliate is losing
large sums on both a cash and accrual basis; and Acme
Metals has diverted substantial cash resources by dividends
and intercompany transfers that continue as it directs the
operations of Alpha Tube.

The Alpha Tube Creditors hold claims aggregating in excess
of $2 million.  Alpha Tube is the only operating debtor
with no secured debt.  The Alpha Tube Creditors believe
that it is a viable independent operating company with a
more successful reorganization chance that its parent or
the other affiliated debtors.

Because the debtors are using Alpha Tube to fund Acme's
continued losses, and due to the dividend directed from
Alpha Tube, and the guarantee of $175 million indebted that
is secured by its stock and the assets of Acme Metal and
the fact that the debtors are using Alpha Tube's cash;
Alpha Tube believes that its plant is at risk and that a
Committee must investigate the transactions between Alpha
Tube and its affiliates.

AHERF: New Trustee Has Bankruptcy Experience
William J. Scharffenberger has been appointed trustee to
run Allegheny Health, Education and Research Foundation
(AHERF); he has served as the chief executive in four other
bankruptcies, The Pittsburgh Post-Gazette reported.
Starting next week, he will head up the foundation,
which filed for chapter 11 protection in July. His role in
the negotiations to find a financial partner for the
foundation's Pittsburgh hospitals has not yet been defined.
Scharffenberger is coming out of retirement for the
appointment. He retired in 1990 after he managed bankrupt
Wheeling-Pittsburgh Steel Co. Scharffenberger said
"reorganization principles apply across industries,
including health care." (ABI 10-Dec-98)

AMERITRUCK: Debtors Oppose Transamerica's Motion For Relief
The debtors, Ameritruck Distribution Corp., et al., oppose
Transamerica's motion for relief from the automatic stay
relating to a certain master lease agreement for tractors.

The debtors state that Transamerica provided no legal or
factual basis for the court to grant relief from the
automatic stay.  The debtors state that while Transamerica
contends that the debtors have a monthly payment of $28,619
, and as of the Petition Date owed Transamerica $42,406,
Transamerica fails to discuss the $372,500 security
deposit.  Transamerica also fails to tell the court that it
has over $4 million in security deposits for the Master
Lease Agreement and has applied the security deposits to
the end of the term of the Master Lease Agreement.  
Transamerica has applied none of the $4 million in security
deposits to the payments owed as of November 9, 1998 yet
Transamerica wants the court to terminate the automatic
stay because4 Transamerica contends that the debtors cannot
adequately protect Transamerica.

The debtors state that Transamerica cannot come to the
court asserting that it has been injured by the automatic
stay when if the security deposits were applied to current
payments, approximately ten months would be covered.  The
debtors state that their resources are required for their  
reorganization.  The debtors seek a reasonable opportunity
to develop a strategy to negotiate a plan of
reorganization.  These chapter 11 cases have been pending
for less than one month, and the debtor states that the
early stages of the case are critical to the
reorganization, and that the court's ruling on this stay
motion will impact future motions filed by other claimants.

BIG RIVERS: U.S. Replies To Examiner's Objection
The United States, on behalf of the Rural Utilities Service
of the Department of Agriculture, ("RUS") responds to the
Examiner's objection to the motion of the U.S. to
disqualify the judge in the case of Big Rivers Electric
Corporation on the issue of the Examiner's Fee.

In response to the Examiner's objections, The United States
claims that it is still unaware of whether the court
authorized the Examiner in January 1997 to negotiate a fee
agreement with unsecured creditors.  The United States also
states that it is not claiming a bias toward the RUS, but
that, because many of the court's statements about the
performance of the Examiner are based on matters which it
learned ex parte, the court "has a personal bias or
prejudice concerning a party," specifically the Examiner,
that requires disqualification.

The United States also states that the Examiner's story
seemingly has changed since the US objected to payment of
any fees because of improper fee arrangements.  Further the
U.S. states that this attempt to negotiate the fee
arrangements is itself objectionable and improper, whether
or not he succeeded.

BOSTON CHICKEN: Common Stock De-Listed
Boston Chicken, Inc. (Nasdaq: BOSTQ) announced that it was
notified by Nasdaq that its common stock and its three
issues of convertible subordinated debt securities will be
delisted from Nasdaq effective with the close of business
on December 9, 1998.

The company's common stock will continue to be quoted in
the National Quotation Bureau, LLC (NQB) "Pink Sheets" and
the company's convertible subordinated debt securities, the
4 1/2 percent convertible subordinated debentures due 2004,
the 7 3/4 percent convertible subordinated debentures due
2004 and the Liquid Yield Option Notes due 2015, will
continue to be quoted in the NQB's "Yellow Sheets."
Investors should call their brokers for daily pricing and
volume information.

Boston Chicken filed a voluntary petition under Chapter 11
of the U.S. Bankruptcy Code on October 5, 1998 and is
currently working through its restructuring. Boston
Chicken, Inc. operates and franchises restaurants under the
Boston Market brand name.  There are currently 898 Boston
Market restaurants in 33 states and the District of

CARSON PIRIE: Litigation Settled For $42.5 Million
Department store retailer Saks Incorporated (NYSE:SKS)
(formerly Proffitt's, Inc.) today announced it has agreed
to accept a $ 42.5 million cash payment from Bank One,
Wisconsin, in full settlement of pending litigation between
the bank and Carson Pirie Scott & Co. (formerly P.A.
Bergner & Co.), a Saks Incorporated subsidiary. The United
States Bankruptcy Court for the Eastern District of
Wisconsin approved the settlement today. Carson Pirie Scott
commenced the litigation in 1992 during its Chapter 11
reorganization. Pursuant to Carson Pirie Scott's 1993 plan
of reorganization, the settlement payment is not
distributable to Carson Pirie Scott's Chapter 11 creditors.
The Bank One payment is net of any Bank One claim under the
plan of reorganization. Saks Incorporated currently
operates over 340 department stores and four
free-standing furniture stores under the names of Saks
Fifth Avenue, Proffitt's, McRae's, Younkers,
Parisian, Herberger's, Carson Pirie Scott, Bergner's,
Boston Store, and Off 5th. The Company also
operates two direct mail businesses, Folio and Bullock &
Jones. The Company's annual revenues exceed $ 6 billion.

CENDANT: Plans To Sell Part of Internet Line
The Wall Street Journal reports on December 10, 1998 that
Cendant Corp. is looking to sell a stake in its Internet
operations.  In addition, the franchising and marketing
concern could sell other operations to raise several
billion dollars in the first half of 1999.

GENESIS MANUFACTURING: Order Permits Use of Cash Collateral
On November 30, 1998, the Honorable Ray Reynolds Graves
entered a final order authorizing use of cash collateral
and post petition financing, providing adequate protection
and authorizing assumption of access agreement.

The debtor, Genesis Manufacturing Limited LC is an
automotive supplier specializing in the engineering,
design, manufacture and sub-assembly of machined and
stamped component parts for sale to General Motors
Corporation pursuant to purchase orders and contracts as
amended from time to time.  Debtor estimates its revenue
for the year ended December 31, 10998 to be $35 million,
all of which is generated by debtor's sale s to GM.  Should
debtor fail to timely deliver component parts to Gm, Gm
would suffer significant damages and will have claims
against the debtor for such damages.

Pursuant to this court order, the debtor is authorized to
use the cash collateral of GM and Intermet Corporation and
to receive financing from GM and incur obligations to GM up
to a maximum of $7.950 million during the week of December
27, 1998 from GM at any one time outstanding in the for of
the Loans including up to $% million of in-formula
financing , plus out-of-formula advances of up to $2.95
million, all in accordance with the terms and conditions of
the Loan Documents.

GOLDEN BOOKS FAMILY: Won't Adhere To Standstill Agreement
The Wall Street Journal reports on December 10, 1998 that
Golden Books Family Entertainment Inc., a New York
children's book publisher, said it won't adhere to aspects
of a "standstill agreement" it had worked out with
bondholders last month.  The company said talks with its
major bondholders continue.  

GOLF SYSTEMS: Assets to Be Sold at Dec. 17 Auction
Golf Systems Inc., Atlanta, announced that its assets will
be sold at a court auction on Dec. 17, and that depending
on the results of that auction, the company's pending
chapter 11 will either be dismissed or converted to chapter
7, according to a newswire report. The company was unable
to generate the sales it needed to reorganize under
chapter 11, and layoffs and cutbacks have not changed the
company's profitability. Golf Training Systems developed
and marketed golf learning and training products. (ABI 10-

HEARTLAND WIRELESS: Reorganization Value Set: $135M-$185M
Heartland Wireless Communications Inc.'s disclosure
statement puts the company's reorganization value at $135
million to $185 million before cash distributions under the
wireless cable TV company's reorganization plan. After
making plan distributions on an assumed March 31 effective
date, financial advisor Wasserstein Perella & Co. placed
the projected range of reorganized equity values at about
$119 million to $169 million ($11.90 to $16.90 per new
common share), based on the distribution of 10 million
shares and the reservation of 900,000 more for a new
employee stock option plan. Wasserstein relied primarily on
three methodologies to determine Heartland's enterprise
value: discounted cash-flow, comparable acquisition
analysis, and comparable public company analysis. Under the
latter technique, Wasserstein compared the company to
American Telecasting Inc., CAI Wireless Systems Inc., CS
Wireless People's Choice T.V. Corp., and Wireless One Inc.
(The Daily Bankruptcy Review and ABI Copyright c December
10, 1998.)

JOTAN INC: Files Motion to Sell Shipping Supplies Business
Jotan Inc. this week filed a motion in bankruptcy court to
sell its industrial packaging and shipping supplies
distribution business to Dalton Box and Container Inc.,
according to The Florida Times-Union. Based in
Jacksonville, Fla., Jotan hopes to keep most of
the employees. Jotan filed chapter 11 on Nov. 10, citing
losses at its Southland subsidiary. It listed $25 million
in assets and $54 million in liabilities in court
documents. (ABI 10-Dec-98)

LONG JOHN SILVER'S: Objects To Committee's Accountants
The debtors, Long John Silver's Restaurants, Inc., et al.,
object to the application of counsel for an order
authorizing the employment and retention of Kahn
Consulting, Inc. ("KCI") as accountants and financial
advisors to  the Official Committee of Franchisees with
respect to plan issues.

The Franchisee Committee asserts that KCI's services are
necessary to assist the Franchisee Committee in its
analysis of business plans and/or a plan of reorganization;
to participate in negotiations with respect to any such
plan and to provide valuation services and expert testimony
as necessary.

The debtor states that the Franchisee Committee has a
limited role in these cases and that the role is not to
duplicate efforts of the creditors' committee or to
supplant the debtors' business judgment.  The debtors state
that the hiring of KCI would be unnecessary and
duplicative.  The debtors also state that the Franchisee
Committee has not explained why it would have any need of
valuation services with respect to a plan of reorganization
in light of the fact that the franchisees' concerns are not
related to a possible recovery from the debtors or any vote
on a plan of reorganization.  Further, the Franchisee
Committee already sought to employ special consultant and
financial advisor, Goldin Associates, LLC and pursuant to a
stipulation, the services of that firm were narrowly

MANHATTAN BAGEL: Plan Confirmed/Effective Date November 25
The debtors, Manhattan Bagel Company, Inc. and I. & J.
Bagel, Inc. announced entry of order confirming the  
debtors' first amended joint plan of reorganization.  The
Effective Date of the Plan is November 25, 1998.

PERK DEVELOPMENT: Creditors' Committee Objects To Sale
The Official Joint Committee of Unsecured Creditors objects
tot he motion of the debtors seeking approval of terms and
conditions of an auction sale of the interest of debtors in
26 leases of non-residential real property.

The Committee states that the proposed transaction is based
on the assumption that the interests held by FFCA
Acquisition Corporation are "true leases" within the
purview of the Bankruptcy Code.  The Committee states that
such assumption is the subject of a serious and legitimate
dispute asserted by the Committee which has not yet been
determined by the Court.  The Committee is currently
seeking authorization to commence an adversary proceeding
seeking a determination as to the validity, priority, or
extent of a lien on or an interest in the realty subject to
the purported "leases" between FFCA and either Perk or

The Committee complains that if the sale is approved, the
Committee's challenge tot he character of the FFCA "leases"
could be moot and it would deprive the estates of
significant recoveries.

The Committee also complains that the proposed structure of
the sale does not allow for any flexibility for the sale of
assets other than in the format as "packaged" in the
contingent "offer" of Travel Ports of America, Inc.

The Committee states that the debtor has provided no
justification to the forced "packaging" of the deal, and
the Committee objects to the veto power granted to FFCA in
the transaction structure and the fact that there is no
quantifiable bid to purchase the assets but a proposed
complex assumption and assignment transaction with new
terms secretly negotiated between Travel Ports and FFCA.

READING CHINA: Taps DJM Real Estate Consultant
Reading China and Glass, Inc. and its affiliate debtors
seek court authorization to employ DJM Asset Management LLC
as special real estate consultant to the debtors. The
debtor operates a chain of 34 retail stores in 13 states.  
Going-out of -business sales are currently being conducted
in fifteen of the stores.

The debtors require a real estate consultant to advise and
assist them in connection with a variety of matters
relating to the disposition of certain real property.

DJM's fee will be approximately 3 12% of the gross proceeds
where it procures the disposition of the leases, and not
less than $4,000 per completed transaction.  Evaluations of
the market value and liability analysis of every store will
cost $500 per location.

SCHWEITZER MOUNTAIN: Court Approves Sale To U.S. Bank
Bankruptcy Judge Jim Pappas yesterday approved the sale of
Schweitzer Mountain Resort to U.S. Bank for $18 million,
The Spokesman-Review reported. U.S. Bank is expected to
sell the property, and Harbor Properties of Seattle is in
negotiations with the bank. Other buyers are also
interested. The Sandpoint, Idaho resort was put into
receivership in November 1996 and Ford Elsaesser of
Elsaesser, Jarzabek, Anderson & Marks was name receiver.
The receivership allowed the owners to have some
control of the resort while it sought a way out of debt. In
1997, Bobbie Huguenin, the daughter of Jim Brown, who
started the resort, filed for bankruptcy, which stopped a
pending sale of the resort to Harbor Properties for $18
million. Huguenin and her mother, Jean Brown, have tried to
file reorganization plans, but the bankruptcy court
and the district court approved a creditors' plan. (ABI 10-

UNISON HEALTHCARE: Seeks To Assume Real Property Lease
The debtor, Unison Healthcare Corporation sees court
approval to approve and authorize the debtor's assumption
of an unexpired nonresidential real property lease.

As part of the Signature sale Leaseback transaction, the
debtors and Omega Healthcare Investors, Inc. (purchaser)
contemplate that the debtors will use a portion of the
proceeds from that transaction to exercise an option under
the Arbors Lease to purchase the fee title to The Arbors, a
nursing home facility located in Camp Verde, Arizona.  The
option exercise price is approximately $3.3 million.  The
debtor can only exercise the option after it assumes the
lease.  The debtor regards the terms and conditions of the
Arbors Lease to be commercially reasonable and believes
that the lease does not constitute an undue burden on the
debtor's estate or creditors.

YBM MAGNEX: Expects To Be Indicted By Grand Jury
The Wall Street Journal reports on December 10, 1998 that
YMB Magnex International Inc. filed for receivership and
said it expects to be indicted by a U.S. grand jury
following an internal investigation that found susp[ected
money laundering and fake customers.

Deloitte & Touche, YBM's auditor resigned in June citing
possible "illegal acts" by the company.  YBM's shareholders
appointed a new slate of directors in September to conduct
an investigation.  YBM had sales of $99.2 million and a
loss of l$6.3 million in the nine months ended September
30, the company said.

YBM MAGNEX: In Receivership in Canada
YBM Magnex International Inc. filed for receivership in
Canada on Tuesday and expects to be indicted in a U.S.
organized crime investigation, the Pennsylvania-based
company said, according to Reuters. The firm's new board of
directors conceded the company will have a hard time
defending itself against criminal charges and that it has
had difficulty in getting control of its Eastern European
operations. YBM has applied to the Alberta Court of Queen's
Bench for the appointment of Ernst & Young YBM Inc.
as receiver and manager of YBM's assets. The magnet and
bicycle maker had been a top performer on the Toronto Stock
Exchange until earlier this year when allegations of
management links to the Russian mafia surfaced. The company
issued a statement that YBM is likely to be indicted by a
U.S. grand jury and that authorities would find
"credible evidence of criminal wrongdoing." In May, the
Federal Bureau of Investigation raided the Pennsylvania
headquarters of the company in an organized crime
investigation. (ABI 10-Dec-98)


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