TCR_Public/981215.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
    Tuesday, December 15, 1998, Vol. 2, No. 244

AHERF: Accused Of Raiding Affiliates
AMERICAN RICE: Term Sheet Agreed To; Exclusivity Extended
BN1 TELECOMMUNICATIONS: Court Grants Sale Motion
BOSTON CHICKEN: Nasdaq Delists Common Stock and Bond Issues
BRUSH CREEK: Holds Upbeat Conference Call with Shareholders

CARSON PIRIE: Bank One to Pay Carson $42.5 Million
CENTENNIAL COAL: Applies to Retain Greenebaum Doll
CHEMTRAK INCORPORATED: Files for Chapter 11 Protection
CIAO CUCINA: Files for Chapter 11 Protection in Cincinnati
CML GROUP: NordicTrack Auction Nets $12.5 Million

CODED COMMUNICATIONS: Files for Chapter 11 Protection
COMMERCIAL FINANCIAL: Debt Collector Files for Chapter 11
CRIIMI MAE: Seeks Approval of Use of Collateral
DALT'S RESTAURANTS: Sold to Carlton Restaurants
DOMINION BRIDGE: Granted Extension to Submit Proposal

FIESTA OLE: Chapter 11 Case Converts to Liquidation
FSM MARKETING: Communications Firm Files for Bankruptcy
GANTOS, INC.: Registering 375,000 Shares for Open Trading
GOLDEN BOOKS: Update On Restructuring Efforts
GREATE BAY: Seeks Approval of Employment Agreement

HOMEPLACE STORES: Taps Milbank, Tweed
LYKES BROTHERS: Switches Flags in Atlantic, Cargo at Risk
MAIDENFORM: Bar Date Set For January 15, 1999
MOBILEMEDIA CORPORATION: Disclosure Statement Approved
NEXAR TECHNOLOGIES: Company Predicts Insolvency Looms

NU-KOTE HOLDING: Creditors Committee Appointed
OKURA & CO: Seeks Sale of A.F. Seideman
PENN TRAFFIC: Taking Steps to Restructure Balance Sheet
PLANET HOLLYWOOD: Lenders Restrict Credit Availability
R&S/STRAUSS: Seeks Exclusivity Extension With New CEO

RAND ENERGY: Latimer To Replace Rand
RAND ENERGY: Seeks Compromise With Domain Energy
RIO GRANDE: Seeks Time to Assume or Reject Leases
SCOTT CABLE: Government Defeats Plan Confirmation
SINGING MACHINE: Files Annual Earnings Report

SOUTHERN PACIFIC: Intends To Employ KPMG Peat Marwick
SYQUEST: Offering Customers On-Line Technical Support
TECHNIMAR INDUSTRIES: Hearing on Motion To Dismiss/Convert
VENTURA PORT: Chapter 9 Case is Completed
VOICE IT: Application Approved To Retain Accountant
YOUNG MINDS: Announces Plan of Reorganization

Meetings, Conferences and Seminars


AHERF: Accused Of Raiding Affiliates
The Pittsburgh Post-Gazette reports on December 8, 1998
that in the latest twist in the saga of a fallen empire,
the two top ousted officers of the bankrupt Allegheny
health system have been accused of raiding $65.2 million in
restricted funds from Forbes Health System and
Allegheny Valley Hospital to pay off a bank loan.

Forbes and Allegheny Valley say former Chief Executive
Officer Sherif Abdelhak and former Chief Financial Officer
David McConnell diverted the funds in late April, when a
Mellon Bank-led lending consortium demanded an $89  
million payment after the financially hemorrhaging
Allegheny Health, Education and Research Foundation
violated terms of the loan.

To raise the money, Abdelhak directed McConnell to
"liquidate sufficient funds" from an account set aside to
finance property replacement and renovation at Forbes and
Allegheny Valley, as well as from other unspecified  
AHERF sources, according to an April 22 memo filed
yesterday with the U.S. Bankruptcy Court by Forbes and
Allegheny Valley.

The memo authorizes McConnell to seize the money despite
the lack of board approval, and to replace it with AHERF
endowments or other restricted funds that, presumably,
could not be made available immediately.

Forbes and Allegheny Valley, collectively called Allegheny
University  Medical Centers, say neither their separate
boards of directors nor their senior executives were
informed of the action.
Several current and former AHERF directors, including
developer Ira Gumberg, former head of the parent board's
audit committee, have said directors were unaware of the
loan until informed after the fact by Abdelhak.

"I was stunned when I heard,"  Gumberg, also a Mellon board
member, told the Post-Gazette editorial board last week.
Anthony Sanzo, who replaced Abdelhak as AHERF's chief
executive, said the action violated a resolution passed
earlier this year prohibiting the transfer of funds from
the parent organization's Western hospitals without review.

AHERF would not comment beyond the filing, but sources
familiar with the situation said McConnell essentially took
cash out of Forbes and Allegheny Valley and replaced it
with restricted funds and I.O.U.'s from other affiliates
and the parent company. AHERF subsequently filed for

Forbes and Allegheny Valley made their accusations in a
joint proof-of-claim filing in which they  are seeking
repayment of the funds taken from them - $45  million from
Forbes and $20.2 million from Allegheny Valley.
Allegheny General also has said it anticipates making a
proof-of- claim filing related to the Mellon loan

Creditors in the AHERF bankruptcy must file claims to get
in line with the tens of thousands of other lenders and
suppliers owed an estimated $1.5 billion.  Abdelhak,
reached at his home by phone, would not comment. A message
was left on McConnell's home phone seeking comment.
In their filing, Forbes and Allegheny Valley, which both
merged into AHERF in early 1997, said they took steps to
protect their funds and the raid on their accounts violated
the merger agreement.

At the time of the raid, losses were mounting at AHERF and
its Philadelphia hospitals, and a deal to sell six of its
nine Eastern Pennsylvania hospitals was falling through.
Repayment of the Mellon loan  only worsened the Allegheny
organization's deteriorating condition, leading some to
charge that the Pittsburgh-based bank hastened AHERF's

Frank Cahouet, the Mellon Bank chairman and Allegheny
General chairman who is heading an effort to rescue the
hospitals, last week maintained that he was unaware of the
loan or the repayment.  Representatives from Mellon and the
three other banks in the consortium -  Toronto Dominion,
Bank One and First Chicago -  had been negotiating for
weeks  with top AHERF executives to restructure the terms
and push back a payment date when the demand was made for
full and immediate repayment.

AMERICAN RICE: Term Sheet Agreed To; Exclusivity Extended
Federal Filings, Inc., reports that American Rice, Inc.,
won an extension of its exclusive period for filing a
reorganization plan to Jan. 31 after telling the court that
the company has negotiated a term sheet with the holders of
its 13% first mortgage notes due 2002.  The rice processor
is negotiating revisions to the term sheet, and will soon
seek to negotiate that plan with the creditor
constituencies in this case, according to the company.  
Given the size and complexity of the Chapter 11 case, "an
intelligible, constructive and consensual plan of
reorganization could not feasibly be filed within the 120
day period established by [Bankruptcy Code section 1121]."  
Citing its progress to date, American Rice noted it has
sold its unprofitable olive business, settled its
litigation with Tenzer Co. over a real estate venture in
Houston, established financing agreements with secured
creditors, and responded to numerous creditor requests for
adequate protection and automatic stay relief.

BN1 TELECOMMUNICATIONS: Court Grants Sale Motion
Despite the objections of the Creditors' Committee, the
court finds that the FirstCom bid for the assets of BN1
Telecommunications will yield the highest and best value to
the estate for the assets to be transferred.  The debtor's
sale motion is granted and all objections have been

BOSTON CHICKEN: Nasdaq Delists Common Stock and Bond Issues
As widely reported, the Nasdaq delisted the common stock
and bond issued in Boston Chicken, Inc., after a hearing
last week.  BOSTQ stock has traded for less than a dollar-
per-share for months.  The Nasdaq has threatened to delist
Boston Chicken since August.

"Bond holders may soon be handed all of the equity in the
company to satisfy the $625 million in debt owed to them.
Such a move would leave shareholders with nothing," one
published report indicated.  

The company's securities will continue to be quoted by the
National Quotation Bureau (also known as the "Pink Sheets"
and the "Yellow Sheets").

BRUSH CREEK: Holds Upbeat Conference Call with Shareholders
Brush Creek Mining and Development, Inc. (Nasdaq: BCMDE),
told the press about a one-half hour conference call held
with its shareholders last week.  

The purpose of the call was to discuss the significant
progress the company has reached in settling its financial
and legal problems, the status of the company's listing
with Nasdaq SCM, the announced 10 for 1 reverse stock split  
and the other items scheduled to come before the
shareholders at the rescheduled Special Meeting of
Shareholders now to be held on Saturday, January 30, 1998
at 1:00 p.m. (in order to give the maximum opportunity for
shareholders to attend and for the proxy solicitation
materials to reach the shareholders holding stock in street  

Mr. Stockett emphasized that the company is now positioned
to achieve a dramatic step forward after recovering from
the brink of bankruptcy, which it no longer anticipates as
an option.  The company plans to complete its acquisitions
of U.S. Cement and McLaughlin Engineering and will be
seeking shareholder approval by proxy solicitation.  

CARSON PIRIE: Bank One to Pay Carson $42.5 Million
Bank One Corp. agreed to pay $42.5 million to Milwaukee-
based Carson Pirie Scott & Co. to settle claims that Bank
One officials in Wisconsin improperly removed funds from
Carson's accounts just before it filed for bankruptcy,
according to a report appearing in the Milwaukee Sentinel &
Journal. The settlement between Bank One Wisconsin and
Carson, a unit of Saks Inc., was approved Wednesday by a
judge in U.S. Bankruptcy Court in Milwaukee, coming a
little more than a month after the U.S. Supreme Court  
rejected Bank One's appeal of lower court rulings that
Carson Pirie's predecessor company was entitled to recover
$37.6 million removed from its bank account just before its
Chapter 11 filing in 1991.  Carson Pirie Scott also was  
seeking $24 million in interest, according to the Sentinel
& Journal.  Proffitt's Inc. acquired both the Carson Pirie  
Scott and Saks chains earlier this year for a total of
$3.62 billion in cash, stock and assumed debt.  The company
then changed its name to Saks Inc.

CENTENNIAL COAL: Applies to Retain Greenebaum Doll
The debtors, Centennial Coal Inc. and its affiliates seek
court authorization to employ and retain Greenebaum Doll &
McDonald PLLC as special counsel to the debtors.

The debtors are requesting such authorization to retain
Greenebaum as special counsel to advise the debtors with
respect to certain matters of Kentucky law arising in
connection with the continued operation of the debtors.  
Sidley & Austin and Young Conaway are acting as
reorganization co-counsel for the debtors.  

Greenebaum has indicated a willingness to act on the
debtors' behalf at its normal and customary rates for
matters of this type, which range from $360 per hour form
members and $25/hour for clerks.

CHEMTRAK INCORPORATED: Files for Chapter 11 Protection
On November 23, 1998, ChemTrak Incorporated filed a
petition for reorganization under Chapter 11 of the U.S.  
Bankruptcy Code.  The petition was filed in the U.S.
Bankruptcy Court for the Northern District of California
(Case No. 98-59473 asw) in San Jose, California.  The
directors and officers of the Company remain in possession
of the Company's Assets and business.  

CIAO CUCINA: Files for Chapter 11 Protection in Cincinnati
Ciao Cucina Corporation (OTC BBS: CIAO) filed to reorganize
under Chapter 11 of the federal Bankruptcy Code last week.
The filing was made in the U.S. Bankruptcy Court for the
Southern District of Ohio.

The Company's downtown Cincinnati and Washington, D.C.,
restaurants will remain in operation following finalization
of a new financing agreement.  The Harper's Point and
Cleveland restaurants were each sold in separate
transactions, the terms of which were not disclosed.

In conjunction with the filing, Ciao Cucina hired Elliot H.
Jablonsky as President of the Company, replacing Dean
DiGiacinto.  Mr. Jablonsky will lead the Company through
the reorganization.

Mr. Jablonsky announced that, "Ciao Cucina Corporation's
revised business plan will allow the Company to develop its
two leading restaurants in Cincinnati and Washington, D.C.  
The reorganization period will provide us with time to  
resolve certain issues, including a lawsuit for over $2
million that was recently filed by the City of Coral
Gables, Florida."  The lawsuit was filed in connection with
a lease agreement for the development of a new restaurant
that the Company was not able to pursue.

Mr. Jablonsky continued, "The success of our open
restaurants should set the stage for Ciao Cucina to emerge
from reorganization as a stronger company."

Mr. Jablonsky founded and owned the Cactus Pear, a company
with two Cincinnati restaurants.  He has participated in
several other successful Cincinnati area restaurants
including the Waterfront, Tellers of Hyde Park and Watson's
Brew House.  In addition, Mr. Jablonsky has assisted with
the development and operation of Cafe Odyssey, located in
Minneapolis at the Mall of America and at the Pavilions in

Further management changes include the election of Bridget
Ringel to Director of Operations and Assistant Secretary
and the resignation of Marvin Rosenberg as a director of
the Company.  Ringel previously served as manager of the  
downtown Cincinnati Ciao Cucina location DiGiacinto, while
continuing to oversee Scalea's, the successful restaurant
he opened last year with the popular Chef Anita Hirsch,
served as President of Ciao Cucina Corporation during the
period that the board reviewed long-term options for the
Company.  Jablonsky expressed thanks for the efforts of  
DiGiacinto and other members of Scalea's management, who
assisted in the evaluation efforts.

The Ciao Cucina restaurants offer an innovative Italian
Mediterranean menu with daily chef's specials, an extensive
wine list and gourmet antipasti buffet.

CML GROUP: NordicTrack Auction Nets $12.5 Million
Stalking horse bidder Icon Health & Fitness Inc. won a
"spirited" auction Wednesday for NordicTrack's
assets with a $12.5 million offer, nearly double Icon's
initial bid, Federal Filings, Inc., reported yesterday.  
The cash purchase price is $9.5 million plus a royalty
expected to total $3 million over the next several months.  
In placing a value on the royalty for court purposes,
NordicTrack gave an estimate of $1 million since the $3
million isn't guaranteed.  Icon, a NordicTrack creditor,
agreed to buy the company's inventory of finished and
refurbished goods, work-in-process and parts, trademarks
and trade names and other intellectual property, as well as
certain contracts.  NordicTrack had estimated the actual
value of the assets at $10.1 million: $5.8 million for
finished goods; $817,867 for refurbished goods; and $3.5
million for work-in-process and parts.

CODED COMMUNICATIONS: Files for Chapter 11 Protection
Coded Communications Corporation of Delaware advised the
SEC in a Form 8-K filing that it and its wholly-owned
subsidiaries, Coded Mobile Communications, Inc. and Decom
Systems, Inc., filed petitions for bankruptcy protection
under Chapter 11 of the U.S. Bankruptcy Code in the United
States Bankruptcy Court for the District of Delaware on
December 10, 1998.

COMMERCIAL FINANCIAL: Debt Collector Files for Chapter 11
Commercial Financial Services (CFS), a Tulsa, Okla.-based
debt collecting company, filed for bankruptcy protection
late Friday, according to the Associated Press. Oklahoma
regulators recently began an investigation of the company,
which buys delinquent credit card debt at low prices from
15 of the country's largest banks and then tries to coax
debtors into paying those debts. CFS said in a statement
that it filed for bankruptcy after one of its creditors
filed a lawsuit. CFS pioneered the process of pooling
delinquent accounts and offering them as asset-backed
bonds. The company came under investigation after an
anonymous letter was sent out to credit rating firms in
October. The letter, questioning collection rates, alleged
that money coming into some of the delinquent accounts
actually came from those selling accounts and not from
getting the debtors to pay. CFS began an internal
investigation when the letter became public. CFS, founded
in 1986, collected $954 million from debtors last year,
compared to about $274 million in 1996.  (ABI 14-Dec-1998)

CRIIMI MAE: Seeks Approval of Use of Collateral
On December 4, 1998, the debtor, CRIIMI MAE Inc., et al,
filed a motion seeking to use collateral pursuant to the
terms of a Stipulation and Agreed Order between CRIIMI MAE,
Inc. ("CMI") and German American Capital Corporation

The Stipulation provides that the debtors are authorized to
use GACC's cash collateral to the extent and upon the terms
agreed to by the parties.

As of the Petition Date, the outstanding principal balance
of the GACC Loan is approximately $177,508,216.  Pursuant
to the agreement, CMI pledged its interest in certain
securities identified in the schedule to the Stipulation.  
The securities generate proceeds, dividends, distributions
and income periodically, which is paid to GACC or the
debtors, as the case may be, on a monthly basis.  CMI
alleges that the value of the securities is substantially
in excess of the GACC Loan and to the extent that GACC
holds a validly perfected security interest in the
securities and income, GACC is adequately protected against
any loss by the value of the Securities in excess of the
GACC Loan.

DALT'S RESTAURANTS: Sold to Carlton Restaurants
Carlton Restaurants Worldwide Inc., Dallas, which owns the
TGI Friday's restaurant chain, announced it has finalized
the purchase of four Dalt's, Inc., sites, satisfying its $3
million claim against its former division; the Dalt's chain
has company-owned restaurants in Worthington, Ohio;
Burbank, Calif.; Nashville, Tenn., and Indianapolis,
Business First reported.  Worthington-based investors
gained control of Dalt's from TGI Friday's in early 1995
for about $7 million with plans to expand the chain. Dalt's
filed for chapter 11 in Indianapolis on May 28 after
double-digit sales declines.  Dalt's had listed assets of
$4.26 million and secured debt of $4.9 million and
unsecured debt of $1.3 million.  TGI Friday's was the
largest secured creditor, and it took over management of
the four corporate restaurants the day after the bankruptcy
filing. Carlson plans to keep Dalt's operating as a
separate entity, rather than fold them into the TGI
Friday's chain.  (ABI 14-Dec-1998)

DOMINION BRIDGE: Granted Extension to Submit Proposal
Canadian Corporate News reports that Dominion Bridge
Corporation and its subsidiaries (Cedar Group of Canada and
Davie Industries Inc.) were granted a new delay, until
January 22, 1999, to file their Proposal to their
respective creditors, pursuant to notices of intention
filed on August 11, 1998, under the Bankruptcy and
Insolvency Act.

FIESTA OLE: Chapter 11 Case Converts to Liquidation
Early this month the bankruptcy court converted Fiesta Ole
Fast Food Chain's chapter 11 case to a chapter 7 proceeding
for liquidation, according to The Post Register.  The
Idaho-Falls, Idaho-based fast food chain has closed five of
its restaurants and a trustee has been appointed to
administer the property for the court.  

FSM MARKETING: Communications Firm Files for Bankruptcy
FSM Marketing Communications, Louisville, Ky., previously
known as Fessel, Siegfriedt & Moeller, has filed for
chapter 7 protection with assets of $230,000 and
liabilities of $692,510, according to Business First.
Kupper Parker Communications, a St. Louis ad agency, was to
acquire the agency this past summer, but FSM's financial
problems led Kupper to purchase only FSM's advertising
accounts and office furnishings. Although Kupper was
reluctant to provide details, it did state that FSM ran
into financial difficulties when two of its clients filed
for bankruptcy. Kupper Parker hired FSM's staff and is
operating as Kupper Parker Communications FSM.  (ABI 14-

GANTOS, INC.: Registering 375,000 Shares for Open Trading
On behalf of Elliott Associates, L.P, NBD Bank, Gordian
Group, L.P., Cardinal Recovery Partners, and Argyle,
L.T.D., holding approximately 96% of certain bonds issued
by Gantos, Inc., the Company has filed a Registration
Statement with the SEC to register the noteholders' shares
and warrants for trading in the open market.  

GOLDEN BOOKS: Update On Restructuring Efforts
Golden Books Family Entertainment, Inc. (NASDAQ-GBFE) (the
"Company") updated the market on its ongoing restructuring

While the Company continues its discussions with the
Steering Committee representing the holders of its 7.65%
Senior Notes due 2002, representatives of the 8.75%
Convertible Trust Originated Preferred Securities due 2016
(the "TOPrS"), and other creditor constituencies in
connection with a possible restructuring of its
indebtedness, the Company is not proceeding with the  
transactions outlined in its press release of November 5,

The Company has paid and will continue to pay its trade

Golden Books Family Entertainment, Inc., is the leading
publisher of children's  books in North America and owns
one of the largest libraries of family entertainment
copyrights. The Company creates, publishes and markets  
entertainment products for children and families through
all media.

GREATE BAY: Seeks Approval of Employment Agreement
A hearing has been set for January 4, 1999 at 10:00 am
before the Honorable Judith H. Wizmur, for the motion of
the debtors, Greate Bay Hotel and Casino, Inc., GB
Holdings, Inc., and GB Property Funding Corp., authorizing
the debtor to enter into an employment agreement with John
P. Belisle as President and CEO.  Belisle began working for
the debtor in July 1998.  The principal terms of the
agreement are a term of one year, retroactive to July 28,
1998, a salary of $450,000, and other benefits.

The previous president, Richard Knight, was removed as CEO
of the Sands in retaliation for the rejection of a certain
burdensome Management Agreement.  However, Knight spent
less than 50% of his time at GBHC and Knight's reductions
in credit and marketing were viewed negatively by the
remainder of GBHC's executive management and mid and line
level personnel as jeopardizing the customer base of GBHC.

HOMEPLACE STORES: Taps Milbank, Tweed
Homeplace Stores, Inc. and its three corporate affiliates
are seeking authorization to retain and employ Milbank,
Tweed, Hadley & McCloy as of November 18, 1998 as counsel
for the debtors.  Milbank will render general legal
services as needed, including bankruptcy/restructuring,
corporate, tax, finance litigation, real estate and
securities assistance and advice.  The firm will charge for
its legal services on an hourly basis.  The attorney
expected to have primary responsibility for this case
charge between $490 per hour and $140 per hour.

LYKES BROTHERS: Switches Flags in Atlantic, Cargo at Risk
In a move that will drastically reduce its U.S.-flag
dependency and jeopardize its ability to carry government
cargo, the Journal of Commerce reports, the Tampa-based
Lykes Lines will begin using four foreign-flag vessels in
January on its North Atlantic service, citing a senior
industry source.

The four new vessels, each reportedly capable of carrying
about 1,700 20-foot container units and likely to be
chartered, are expected to replace three U.S.-flag ships
currently run by Lykes on its Sprint service. Those
vessels, each capable of carrying some 2,100 TEUs and under
charter from Crowley Maritime Corp., have been sold to the
Military Sealift Command. Lykes was forced to find the new
capacity because its charter agreements with Crowley will
end with the sale.  The reduction in U.S.-flag capacity is
expected to severely hamper Lykes' ability to bid for
dwindling, yet lucrative, cargo preference shipments
required to move on U.S.-flagged, -built and -crewed

Lykes had been the largest-volume carrier of that cargo,
which includes military shipments and food aid, before it
filed for bankruptcy protection in 1985 and was sold to CP

MAIDENFORM: Bar Date Set For January 15, 1999
In the case of Maidenform Worldwide, Inc., et al, the Court
established January 15, 1999 at 5:00 PM as the last date
time for filing proofs of claim against the debtors.

MOBILEMEDIA CORPORATION: Disclosure Statement Approved
MobileMedia Corporation announced that its Disclosure
Statement was approved by Judge Walsh sitting for the U.S.
Bankruptcy Court for the District of Delaware.

The approval of the Disclosure Statement will allow the
Company to distribute its Third Amended Plan of
Reorganization (the Plan) to its creditors for a vote and,
once approved by its creditors and the Court, will allow
the Company to move forward to complete its merger with
Arch Communications Group, Inc. (Nasdaq:APGR) and exit
Chapter 11.  MobileMedia said that the Plan has the support
of its Official Committee of Unsecured Creditors.

The Plan and the Disclosure Statement reflect the terms of
the Company's proposed merger with Arch, and are scheduled
to be distributed to MobileMedia's creditors no later than
Dec. 24, 1998. The deadline for voting on MobileMedia's  
Plan of Reorganization is Jan. 27, 1999 and the Court has
set Feb. 3, 1999 as the hearing date for confirmation of
the Plan.  The merger with Arch will create the nation's
second largest paging company with more than 7 million
units-in-service throughout the United States.  The  
Plan and the merger are subject to various conditions,
including Court, regulatory and Arch shareholder approvals.

"The approval of the Disclosure Statement is one of the
final steps to enable MobileMedia to emerge from
bankruptcy," said Joseph A. Bondi, Chairman-Restructuring
of MobileMedia and a managing director of turnaround
consultants  Alvarez & Marsal, Inc.  "The proposed merger
with Arch will be a very successful conclusion to our
reorganization and we look forward to emerging from Chapter
11 as part of a larger, stronger company that is
well-positioned  to compete successfully in today's
wireless messaging market."  C. Edward Baker, Jr., Arch's
Chairman and Chief Executive Officer, said, "With today's
Court approval of MobileMedia's Disclosure Statement, and
Arch's plan to distribute Proxy Statements to our
shareholders next week, both companies look forward to
receiving all necessary approvals soon and proceeding
toward a  merger closing in February 1999."  MobileMedia
filed a voluntary petition for Chapter 11 under the U.S.
Bankruptcy Code on Jan. 30, 1997.  MobileMedia and Arch
announced their intention to merge on Aug. 20, 1998.

NEXAR TECHNOLOGIES: Company Predicts Insolvency Looms
Nexar Technologies Inc., announced last Thursday that due
to the company's inability to obtain new financing and
concern among its creditors, Nexar anticipates that it will
soon commence insolvency proceedings.  In addition, Nexar
anticipates its common stock will be delisted from The  
Nasdaq Stock Market as early as Friday, Dec. 11, 1998 due
to the company's failure to satisfy Nasdaq listing
requirements.  Upon delisting from Nasdaq, the company's
stock may continue to be traded over-the-counter until any
such insolvency proceedings are resolved, although the
company warned that it could not ensure that such trading
would occur or continue.

NU-KOTE HOLDING: Creditors Committee Appointed
The U.S. Trustee appoints the following members to the
Official Unsecured Creditors Committee in Nu-kote
International, Inc.

1. Clyde Williams, President
   Williams Die & Mold

2. Don Weingarten, Assistant Treasurer

3.Roger Botting, Pres.
  Regina Botting, Treas.
  Cargo UK, Inc.

4. Craig Ichinose, President
   Sercomp Corporation

5. Henry Venturoni, National Sales Manager
   Radex Imaging International

OKURA & CO: Seeks Sale of A.F. Seideman
Okura & Co.(America), Inc., has filed a motion which seeks
entry of an order authorizing the debtor to enter into a
certain letter agreement with Mike Schall dated October 12,
1998 pursuant to which Schall will be paid $805,000 to the
debtor: (1) for the debtor's 2,00 shares of common stock of
A.F. Seideman, Co., inc. and (2) in full satisfaction of
Seideman's financial obligations to the debtor which total
approximately $803,000.

By filing its motion, the debtor is soliciting competing
offers for the purchase of the interests.  A hearing is
scheduled on December 29, 1998 at 9:30 am in the US
Bankruptcy Court, Southern District of New York, Alexander
Hamilton Custom House, One Bowling Green, NY.

The debtor has marketed the assets to prospective
purchasers, and has received no bids other that the Schall
bid.  Shall is the key employee of Seideman and Seideman
has considerably less value without Schall.

PENN TRAFFIC: Taking Steps to Restructure Balance Sheet
Financially-troubled Penn Traffic Co., based in Syracuse,
announced its plans to convert a substantial portion of its
hefty $1.6 billion debt load to stock.  The move would  
reduce Penn Traffic's interest expenses and free up more
money to fund its struggling grocery and wholesaling
operations, noted the Buffalo News.  

Penn Traffic Chairman Gary D. Hirsch said the company has
begun working with a committee comprised of holders of
principal amounts of more than 40% of its senior notes, and
50% of its subordinated notes for the purpose of
negotiating a consensual restructuring of its outstanding
securities.  In return, the informal committee has agreed
to support full repayment to the company's trade creditors.  
In addition, Fleet Bank, which is the agent for Penn
Traffic's $250 million secured revolving credit facility,
has signaled its support for the company's restructuring

"These are important steps for the company," Hirsch told
the Buffalo News.  "We are encouraged that a consensual
restructuring can be achieved, thereby reducing our debt
obligations and enhancing (our) ability to operate
profitably in the future."

Hirsch served as CEO for when Grand Union deleveraged its
balance sheet through a pre-packaged chapter 11 plans.  

PLANET HOLLYWOOD: Lenders Restrict Credit Availability
Planet Hollywood International Inc., Orlando, Fla.,
announced that its lenders have cut the company's borrowing
power and are requiring the company to put its headquarters
up for sale, The Wall Street Journal reports.  Recently the
restaurant chain cut 70 employees from its corporate staff
and said that although management expects that operating
cash flow can pay expenses and service debt obligations, it
obtained bank waivers after violating certain lending
covenants in recent months. Last week, the lenders, led by
SunTrust Bank Central Florida NA, canceled the company's
$65-million multi-currency revolving credit agreement and
amended a $35 million leveraged-lease facility that must be
paid off by June 30.  At the end of the third quarter,
Plant Hollywood reported it was carrying $258.9 million in
debt and $327 million in shareholders' equity on its books.  
(ABI 14-Dec-1998)

R&S/STRAUSS: Seeks Exclusivity Extension With New CEO
R&S/Strauss Inc. has rehired its former chief executive
officer and asked for a 60-day extension of its exclusive
period to file a reorganization plan, through Feb. 9.  "The
Debtors and their professionals are continuing to conduct
due diligence, financial analysis and other related work
attendant to the evaluation of potential business
combinations or transactions with third parties, including
potential acquirers of the Debtors or their assets," the
auto parts retailer asserted in its recent motion.  The
company also is exploring a stand-alone plan.  In addition,
R&S noted that it has closed 17 under-performing stores
since filing for Chapter 11 in June and made strides in
normalizing trade credit.  Under an arrangement approved
last month, the retailer posts 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.  A hearing on the exclusivity extension
request is set for Dec. 23.  (ABI and Federal Filings, Inc.

RAND ENERGY: Latimer To Replace Rand
The debtor, Rand Energy Company, seeks to reject the
employment agreement with Jeffrey S. Rand, President of
Rand Energy Company. Rand's salary was $500,000 per year.

In October, 1998, the debtor's Board of Directors decided
to replace the debtor's existing management with James R.
Latimer, II as the debtor's new CEO.

Latimer will receive a salary of $30,000 per month for an
initial term of six months, with an option to extend such
term for an additional six months.  The debtor hired
Latimer as its President and CEO on October 25, 1998 and he
immediately began providing services to the debtor.

RAND ENERGY: Seeks Compromise With Domain Energy
The motion of Rand Energy Company, debtor, is set for
hearing before the Honorable Steven Felsenthal on December
11, 1998 at 9:30 AM.  Rand Energy Corporation files this
motion to compromise controversies with Domain Energy
Production Corporation related to Operating Agreement,
FarmOut Agreement and Motion to Transfer Interest to Domain
free and clear of liens, claims, and other interests.

The compromise requires the debtor to transfer its working
interests in the prospects and leases in the New State 28
Prospect to Domain.  The debtor agrees to assign and assume
the FarmOut agreement with Collins & Ware to Domain.

Without this agreement, the debtor would resign as the
operator under the State 28 Operating Agreement and Domain
would become the operator.  The debtor recognizes that it
does not have the current financial ability to pay drilling
expenses for exploratory wells on and around the State 28
Prospect.  If the Operating Agreement remains in effect
without modification, the debtor is in danger of losing its
working interests in certain leases in the State 28
Prospect by being in non-consent status.  The compromise
removes the debtor's obligation and provides the debtor
with overriding royalty interests I exchange for debtor's
transfer of its working interests to Domain.

Under the compromise, an area of mutual interest is created
in the New State 28 Prospect and the debtor is granted a 3%
overriding royalty interest in any farmout or lease rights
obtained by Domain in the area of mutual interest for a
period of three years.

RIO GRANDE: Seeks Time to Assume or Reject Leases
Rio Grande, Inc. and its debtor affiliates filed a motion
to extend the time for the debtors to assume or reject
unexpired leases of non-residential real property.

The debtors are parties to a number of oil and gas leases
which may be argued to be non-residential real property
leases.  According to the debtor, the oil and gas leases
are valuable assets and are integral to the continued
operation of the debtors' business.  The sixty day deadline
to assume ore reject the leases expires on January 11,
1998.  The debtors intend to file a plan of reorganization
which will assume each oil and gas lease.  Debtors seek an
order extending the time within which to assume or reject
the oil and gas leases through the confirmation of a plan
of reorganization.

SCOTT CABLE: Government Defeats Plan Confirmation
The bankruptcy court denied confirmation of Scott Cable
Communications, Inc.'s chapter 11 reorganization plan
Friday and ruled in favor of the Internal Revenue Service's
right to some $30 million in proceeds from the $165 million
sale of the cable company's assets, according to a report
from Federal Filings, Inc.  The court, FedFiles says, heard
oral arguments Nov. 23 on plan confirmation from Scott
Cable and the U.S. Attorney's Office in Bridgeport, on
behalf of the IRS and the Department of Justice.  In a
sweeping victory for the IRS, the court sustained all three
of the government's objections in denying confirmation of
Scott Cable's plan.  Friday's ruling states that the
capital gains tax owed from the proposed sale to InterLink
would amount to an administrative expense.  Second, the
court ruled the plan violates the Anti-Injunction Act.  
Lastly, the court found that Scott Cable proposed the plan
for the principal purpose of tax avoidance.

SINGING MACHINE: Files Annual Earnings Report
For the year ending March 31, 1998, The Singing Machine
Co., Inc., reports a net loss in its Form 10-KSB filed with
the SEC last week.  A full-text copy of the filing is
available at no charge via the Internet at:


As a percentage of total revenues, the Company's net sales
in the aggregate to its five largest customers during the
fiscal years ended March 21, 1997 and 1998, were
approximately 79% and 89% respectively.  For the fiscal
1998 period, Target accounted for 36%, J.C. Penney 19%,
Fingerhut, 11% and Best Buy, 22%.

SOUTHERN PACIFIC: Intends To Employ KPMG Peat Marwick
The debtor, Southern Pacific Funding Corporation proposes
to employ KPMG Peat Marwick LLP for the purposes of
providing debtor with accounting services including tax
consulting, tax return preparation, and financial statement
and report preparation.  The application seeks employment
effective as of October 1, 1998.  During the 90 days before
the petition date, the debtor paid KPMG fees of
approximately $264,450.

A hearing on the application is scheduled for December 22,
1998 at 9:15 AM in courtroom 1 of the US Bankruptcy Court,
Suite 700, 1001 S. W. Fifth Avenue Portland, Oregon.

SYQUEST: Offering Customers On-Line Technical Support
Help for users hit by bankrupt SyQuest can now turn to a
new Web site at http://www.syquestsupport.comfor technical  
support.  Since November, the official SyQuest Web site has
been off-line, leaving users with few places to turn for
support.  The new Web site offers detailed technical
support instructions for Macintosh users and promises
Windows support within a week.  The site features six
areas, including tips, setup instructions, a glossary of
terms and a message board for visitors to post questions or
share their insight.  A news and announcements area lists
the current status of SyQuest Technologies official support
and recent news stories on the company's situation.

TECHNIMAR INDUSTRIES: Hearing on Motion To Dismiss/Convert
A motion has been filed by the U.S. Trustee to dismiss or
convert the case of Technimar Industries, Inc.  A hearing
will be held on January 6, 1999 at 9:30 am before the
Honorable Robert J. Kressel, in Courtroom 8 West, U.S.
Courthouse, 300 S. Fourth Street, Minneapolis, Minnesota.

VENTURA PORT: Chapter 9 Case is Completed
Ventura Port District, which owns and operates Ventura
Harbor in Ventura, Calif., was the first government entity
in the Central District of California to file a petition
for chapter 9 protection; last week, Bankruptcy Judge Robin
Riblet entered a final decree closing the municipal debt
adjustment case, according to a news release.  The Port
District filed chapter 9 in August 1993 after acknowledging
that it did not have the money to pay a $15.56 million
judgment obtained by Ventura Group Ventures Inc., the
assignees of a claim of a former tenant of the district.
Pursuant to the chapter 9 debt adjustment plan, the Port
District's general unsecured creditors have received their
pro rate share of the sum of $7,803.363 from the proceeds
of the sale of revenue bonds.  In addition, the Port
District distributed $950,000 to the California Department
of Boating and Waterways. Irving Sulmeyer and David S.
Kupetz of Sulmeyer, Kupetz, Baumann & Rothman, Los Angeles,
served as counsel to the Ventura Port District.  (ABI 14-

VOICE IT: Application Approved To Retain Accountant
By order of the court on December 7, 1998, the debtor,
Voice It Worldwide, Inc. is authorized to retain Ehrhardt,
Keefe, Steiner & Hottman, PC to render services in regard
to the preparation of Federal income tax returns, to advise
the debtor as to tax matters, and to assist the debtor in
adjusting books of account from which such tax returns may
be compiled and advice given.  The firm will be compensated
upon application to the Bankruptcy Court.

YOUNG MINDS: Announces Plan of Reorganization
Young Minds, Inc., the self-described "Redlands-based,
global leader in UNIX CD-Recordable and CD-Rom mass storage
solutions," announced the filing of a plan of
reorganization with the United States Bankruptcy Court,
Riverside Division.  The company incurred severe financial
hardship after a failed public offering in 1996, filed for
chapter 11 protection and filed a reorganization plan
December 7, 1998.

The reorganization plan will, the Company explains,
restructure approximately $5 million in trade debt among
200 creditors.  The plan will also reconfigure the
ownership of stock among approximately 100 equity holders.

"Since the filing of the Chapter 11, Young Minds has
significantly reduced its overhead so that the entity is
now producing significant positive cash flow to fund the
plan of reorganization," according to Evan Smiley of
Albert, Weiland & Golden, LLP, a Costa Mesa-based law firm.  
As a company with a solid clientele of at least 300 of the
Fortune 500 companies, Young Minds has been able to retire
substantially all of its secured debt from the post--
bankruptcy positive cash flow."

Over the five-year length life of the plan of
reorganization, Young Minds projects approximately $29
million in income.  The plan will allow the company to
emerge from bankruptcy by April, 1999.

"The reorganization of Young Minds was made possible
because of the loyal support we have received from our
customers and our sales and technical support staff," said
David H. Cote, chief executive officer of Young Minds, Inc.
"Our company intends to return this show of loyalty through
the recently announced reorganization which, in turn, will
allow us to pay off our creditors.  Resources will also be
invested in maintaining and upgrading our product line  
with several exciting announcements planned for 1999
including the enhancement of the CD studio product with 8X
recording capacity and the release of DVD Studios."

Young Minds maintains a Web site at
providing additional information about the company's
products, customers and services.


Meetings, Conferences and Seminars

January 9-14, 1999
   Law Education Institute
      Bankruptcy Law Course -- 1999 National CLE Conference
         Marriott's Vail Mountain Resort, Vail, Colorado
            Contact: 1-414-228-5810

January 28-February 1, 1999
      38th Annual Southern District Meeting
         Royal Sonesta Hotel, New Orleans, Louisiana
            Contact: 1-423-971-1551

February 4-6, 1999
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800

February 18-21, 1999
      Annual Western District Meeting
         Monte Carlo Hotel & Casino Resort,
         Las Vegas, Nevada
            Contact: 1-702-382-9558

Febraury 28-March 3, 1999
      Norton Bankruptcy Institute I
         Olympic Park Hotel, Park City, Utah
            Contact: 1-770-535-7722

March 18-21, 1999
      Norton Bankruptcy Litigation Institute II
         Flamingo Hilton Hotel, Las Vegas, Nevada
            Contact: 1-771-535-7722

March 19, 1999
      Bankruptcy Battleground West
         Century Plaza Hotel, Los Angeles, California
            Contact: 1-703-739-0800

March 25-27, 1999
   Southeastern Bankruptcy Law Institute, Inc.
      25th Annual Southeastern Bankruptcy Law Institute
         Marriott Marquis Hotel, Atlanta, Georgia
            Contact: 1-770-451-4448

April 15-18, 1999
      Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800

April 26-27, 1999
      Bankruptcy Sales, Mergers & Acquisitions
         The Mark Hopkins, San Francisco, California
            Contact: 1-903-592-5169 or   

April 28-30, 1999
      INSOL Bermuda '99 Conference of the Americas
         Castle Harbour Marriott Resort

June 3-6, 1999
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800

July 1-4, 1999
      Western Mountains Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722
July 15-18, 1999
      Northeast Bankruptcy Conference
         Mount Washington Hotel & Resort
         Bretton Woods, New Hampshire
            Contact: 1-703-739-0800

August 4-7, 1999
      Southeast Bankruptcy Workshop
         The Ritz-Carlton, Amelia Island, Florida
            Contact: 1-703-739-0800

September 16-18, 1999
      Southwest Bankruptcy Conference
         The Hotel Loretto, Santa Fe, New Mexico
            Contact: 1-703-739-0800

December 2-4, 1999
      Winter Leadership Conference
         La Quinta Resort & Club, La Quinta, California
            Contact: 1-703-739-0800


A listing of meetings, conferences and seminars appears in
the TCR each Tuesday.  Submissions via e-mail to are encouraged.  

Bond pricing, appearing each Friday, is supplied by DLS
Capital Partners, Dallas, Texas.

S U B S C R I P T I O N   I N F O R M A T I O N     
Troubled Company Reporter is a daily newsletter, co-
published by Bankruptcy Creditors' Service, Inc.,
Princeton, NJ, and Beard Group, Inc., Washington, DC.  
Debra Brennan and Lexy Mueller, Editors.   

Copyright 1998.  All rights reserved.  ISSN 1520-9474.  
This material is copyrighted and any commercial use, resale
or publication in any form (including e-mail forwarding,
electronic re-mailing and photocopying) is strictly
prohibited without prior written permission of the

Information contained herein is obtained from sources
believed to be reliable, but is not guaranteed.  The TCR
subscription rate is $575 for six months delivered via e-
mail.  Additional e-mail subscriptions for members of the
same firm for the term of the initial subscription or
balance thereof are $25 each.  For subscription
information, contact Christopher Beard at 301/951-6400.  

           * * *  End of Transmission  * * *