TCR_Public/981217.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 16, 1998, Vol. 2, No. 245
                 
                  Headlines

ACCESS BEYOND: Court Approves Employ of Ernst & Young
AMERICAN RICE: A.I. Credit Seeks Relief From Stay
AMERITRUCK: Seeks Authority To Assume Master Lease
AMERITRUCK: Authorized To Continue Use of Cash Collateral
AMPACE: Files Chapter 11 Reorganization

BRUNO'S INC: Lenders Amend Pact To Fix EBITDA Targets
CALDOR CORP: Mediator Named For Talks With Lender Panel
COBRA INDUSTIRES: Case Transferred To New Judge
CONCORD ENERGY: Seeks Extension of Exclusivity
DOW CORNING: Travelers Objects to Disclosure Statement

DOW CORNING: Seeks Approval of Confirmation Hearing
HELIONETICS: Court Confirms Liquidation Plan
JUMBOSPORTS INC: Slow Season May Mean Bankruptcy
LYNX GOLF: Seeks Approval of Disclosure Statement
OKURA & CO: Seeks Interim Order Approving DIP

PACIFIC DIAGNOSTIC: Court Confirms Reorganization Plan
PEOPLES DEPARTMENT STORES: Directors Fined for Negligence
PHELPS TECHNOLOGIES: Preliminary Approval of Plan
PHP HEALTHCARE: Announces Tentative Merger
RAND ENERGY: Seeks Orders Approving Rebel Agreement

SCOTT CABLE: Asking Court To Reconsider Plan Denial
SERVICE MERCHANDISE: Misses Debt Payment as Sales Drop
SYQUEST TECHNOLOGY: Seeks To Employ of Special Counsel
UNITED HEALTHCARE: Will Offer $520M To Redeem Stock
WATCH-EDGE: American Rice Objects To DIP
    
                  *********

ACCESS BEYOND: Court Approves Employ of Ernst & Young
-----------------------------------------------------
Upon the application of The Official Committee of Unsecured
Creditors of Access Beyond Technologies, Inc., et al., to
retain Ernst & Young LLP nunc pro tunc to October 23, 1998,
as the Committee's financial advisers, the court entered an
order on December 7, 1998 approving such employment.


AMERICAN RICE: A.I. Credit Seeks Relief From Stay
-------------------------------------------------
A.I. Credit Corp. and AICCO, Inc. seek relief from the
automatic stay, or in the alternative, for adequate
protection.

The movants state that the daily decline in the value of
the collateral, at a rate of almost $2,000 per day as to
the collateral under the First Premium Finance Agreeemnt
and approximately $1800 per day as to the collateral under
the Second Premium Finance Agreement has deprived movants
of any equity cushion in the value of the collateral, so
that movants are undersecured or will become undersecured
before they can cancel the insurance policies constituting
the collateral if relief from the automatic stay is not
granted.

Erly Industries, Inc. is a party to both finance
agreements, and although the debtor is not a party to the
agreements, the debtor is named as an insured in addition
to Erly.  Erly has failed to make the past two monthly
payments under each Finance Agreement.  Due to Erly's
failure to make payments, and the declining value of the
collateral, the movants assert that good cause exists to
terminate the automatic stay.

In the alternative, the movants seek an order for adequate
protection to require the making of a cash payment or
periodic cash payments to movants to the extent that a
decrease in value of the collateral has resulted and will
result from the automatic stay.

The movants ask that the court enter an order modifying the
automatic stay, and permitting the cancellation of the
Finance Agreements.


AMERITRUCK: Seeks Authority To Assume Master Lease
--------------------------------------------------
AmeriTruck Distribution Corp. together with its wholly
owned direct and indirect subsidiaries seeks an order
authorizing the debtors to assume that certain Master Lease
Agreement dated August 14, 1997 between Transamerica
Business Credit Corp. and the debtors.

The monthly payments under the Master Lease Agreement total
$339,603.  The debtors have agreed to cure arrearages and
to provide adequate assurance for future performance.

Assumption of the Master Lease Agreement is necessary for
the debtors' successful reorganization.  These 1998 trucks
are the mainstay of the debtors' entire fleet and it is
essential that they be retained.  In the business judgment
of the debtors, the terms and conditions of the lease are
favorable to the estates.


AMERITRUCK: Authorized To Continue Use of Cash Collateral
---------------------------------------------------------
The court entered an order in the case of Ameritruck
Distribution Corp., et al, debtors, authorizing the use of
cash collateral during the interim period.  FINOVA Capital
Corporation is entitled to all of its liens, protections,
benefits and priorities under the prior cash collateral
orders entered in these cases.  None of the sales proceeds
arising from the sale of the rolling stock will be used by
the debtors without further order of the court.


AMPACE: Files Chapter 11 Reorganization
---------------------------------------
As part of its continuing reorganization, Ampace
Corporation (Nasdaq: PACE) filed for Chapter 11 Bankruptcy
protection yesterday in Wilmington, Delaware. David
Freeman, CEO, stated "that Ampace needed time to either
complete negotiations with buyers interested in purchasing
a substantial portion of the company's assets or
participating in restructure of the company's business.
The Berwind Financial Group has been assisting the company
in identifying buyer interest and sale negotiation. The
process is expected to be completed early next year."

Ampace is a Southeastern based carrier that grew rapidly by
making acquisitions following an initial public stock
offering in 1995. However in mid-1998 the company announced
a restructuring plan that in recent months resulted in the
sale of two short haul trucking divisions and the
consolidation and shut down of its specialty truckload
operation servicing the furniture industry.

Ampace's continuing business includes a dedicated fleet and
specialty carpet transport services operating out of
Calhoun, Georgia and a longhaul truckload carrier serving
the paper and automotive industries from its terminal in
Monroe, Louisiana. David Freeman adds that "these two
divisions have contributed operating profits to Ampace
during the year and represent a base of business around
which Ampace can restructure its business to move forward
as a profitable independent company. The company continues
to operate a modern fleet consisting of 150 tractors
and over 350 trailers at competitive service levels with an
established base of drivers and customers."


BRUNO'S INC: Lenders Amend Pact To Fix EBITDA Targets
-----------------------------------------------------
Bruno's Inc. and its debtor-in-possession lenders have
agreed to amend the supermarket chain's $175 million DIP
facility to, among other things, adjust EBITDA targets for
the next 16 months.  The Oct. 31 amendment, attached to the
company's third quarter Form 10-Q, filed Monday with the
Securities and Exchange Commission, also reduces the amount
of permitted capital expenditures pursuant to a quarterly
budget.  Bruno's and lender The Chase Manhattan Bank
reached a $200 million DIP agreement in March and amended
the facility two months later to permit syndication by co-
agents CIT Group/Business Credit Inc. and First Union
National Bank.  The parties modified the covenants in
August to allow Bruno's to implement a store-closing
program at 20 locations and complete a 15-store, $46.9
million sale to Albertson's Inc. (Federal Filings Inc. 16-
Dec-98)


CALDOR CORP: Mediator Named For Talks With Lender Panel
---------------------------------------------------------
(CLDRQ) - The court has appointed a mediator to facilitate
talks between Caldor and the unofficial committee of term
lenders aimed at developing a consensual plan of
reorganization.  An order signed Dec. 11 appoints Ralph
Mabey of LeBoeuf Lamb Greene & MacRae as mediator.  "The
Debtors cannot presently predict the outcome of the
mediation.  In the event that these efforts do not result
in a consensus, each party would retain its rights under
law and the Bankruptcy Code," the retailer said in its
third quarter Form 10-Q filed with the Securities and
Exchange Commission.  Regardless of whether an agreement is
reached, recoveries for unsecured creditors under the plan
are "unlikely," Caldor's latest quarterly report notes.
(Federal Filings Inc. 16-Dec-98)


COBRA INDUSTIRES: Case Transferred To New Judge
-----------------------------------------------
In the case of In Re: Cobra Industries, Inc., debtor, The
Honorable M. Bruce McCullough entered an order.  Effective
December 1, 1998 the case will be transferred to the
Honorable Mary F. Walrath for further proceedings and
disposition.


CONCORD ENERGY: Seeks Extension of Exclusivity
----------------------------------------------
Concord Energy Incorporated and Knight Equipment &
Manufacturing Corporation request entry of an order
extending for approximately 120 days debtors' time in which
they have the exclusive right to file and solicit
acceptances on a Chapter 11 plan of reorganization.  

The debtors seek an extension of the exclusive periods to
file their plan to April 30, 1999 and to solicit
acceptances to June 30, 1999.  

One factor impeding the debtors' ability to file a plan was
their need to obtain post-petition DIP financing.  Now that
they have obtained the financing they claim that they can
turn their attention to formulating, negotiating and
proposing a consensual plan of reorganization.


DOW CORNING: Travelers Objects to Disclosure Statement
------------------------------------------------------
Travelers Casualty & Surety Company objects to the proposed
Joint Disclosure Statement with respect to the joint plan
of reorganization of Dow Corning Corporation, debtor.

Exhibit G to the joint plan lists Travelers as having
"remaining limits" of $218,300,662 pursuant to the
Settlement Agreement.  Travelers objects to, and reserves
all rights with respect to the $218,300,662 "remaining
limit" figure and reserves all rights with respect to
whether and to what extent these limits are available to
fund the overall settlement.  Travelers points out that it
is not included in Exhibit G's list of insurers that have
executed a buy-out settlement even though the Settlement
Agreement includes a buy-out with respect to all Dow
Corning Primary Policies issued by Travelers.

Travelers is willing to withdraw this objection upon the
amendment of the Joint Disclosure statement and the Joint
plan to reflect that Travelers has entered into a "buy-out
settlement" as part of the Settlement Agreement, and
Travelers' rights under the Settlement Agreement and the
Travelers Policies may not be prejudiced or altered by the
terms of the plan, the insurance allocation agreement or
any other instrument incorporated into or referenced by the
plan.


DOW CORNING: Seeks Approval of Confirmation Hearing
---------------------------------------------------
Dow Corning Corporation and the Official Committee of Tort
Claimants filed a joint motion for approval of form and
manner of notice of hearing on confirmation of joint plan
of reorganization and matters related thereto.


HELIONETICS: Court Confirms Liquidation Plan
---------------------------------------------
Bankruptcy Judge John Ryan (Central District of California)
confirmed a chapter 11 liquidation plan for Helionetics
Inc., Costa Mesa, Calif. Pursuant to the liquidation
plan, more than $6 million will be paid to the creditors
and creditors of Tri-Lite Inc., a related publicly traded
company that had previously filed for bankruptcy
protection. Helionetics general unsecured creditors will
receive at least 70 percent of their allowed secured
claims. The Creditors' Committee negotiated a series of
settlements to facilitate the sale of stock in order to
generate the financing to repay creditors. Jeffrey I.
Golden, Michael J. Weiland and Lei Lei Wang Ekvall,
attorneys for Albert, Weiland & Golden LLP filed an
involuntary bankruptcy petition on March 31 and have
since represented the Creditors' Committee. (ABI 16-Dec-98)


JUMBOSPORTS INC: Slow Season May Mean Bankruptcy
------------------------------------------------
JumboSports Inc. said poor operating results over the past
several years and the impact of the resulting losses have
left the Tampa-based company in a financially precarious
position as it faces the Christmas season. In its latest
quarterly report, the athletic apparel retailer said
creditors "have indicated to management that the relative
success of the company's Christmas season is material to
their credit decision-making process." Adverse credit
decisions by suppliers, JumboSports warned, could cause
business disruptions that may adversely affect liquidity
and the ability to meet future cash requirements, forcing
the company to seek bankruptcy protection. JumboSports
recently hired Jefferies & Co. to evaluate strategic
alternatives for a restructuring of the retailer's bond
debt. (The Daily Bankruptcy Review and ABI Copyright c
December 16, 1998)


LYNX GOLF: Seeks Approval of Disclosure Statement
-------------------------------------------------
Lynx Golf, Inc. f/k/a Lynx Acquisition Corporation is
seeking entry of an order approving its Disclosure
Statement regarding its plan of reorganization.  The
Disclosure statement Hearing will be held on January 19,
1990, 2:00 PM before Judge Peter w. Bowie, U.S. Bankruptcy  
Court,  Southern District of California.


OKURA & CO: Seeks Interim Order Approving DIP
--------------------------------------------
The debtor, Okura & Co. (America) Inc. is seeking issuances
of up to $500,000 face amount of letters of credit upon the
terms and subject to the conditions set forth in the
agreements between the debtor and The Chase Manhattan Bank;
approval of the terms and conditions of the documents;
authorization to obtain postpetition financing and to incur
postpetition indebtedness under the documents and granting
a secured status to Chase by a first and senior security
interest and liens not subject to subordination in and on
certain cash proceeds of certain notes receivable and
authorizing the issuance of letters of credit on an interim
basis up to $50,000.

The court entered an order authorizing the debtor to pledge
$50,000 to Chase in order for Chase to issue letters of
credit to take advantage of an immediate opportunity to
purchase new inventory on favorable terms from DuFerco
Steel for certain of debtor's customers.  The final hearing
shall be held on December 22, 1998 at 9:30 am before the
Honorable Jeffry H. Gallet, U.S. Bankruptcy Court, Southern
District of New York.


PACIFIC DIAGNOSTIC: Court Confirms Reorganization Plan
------------------------------------------------------
Pacific Diagnostic Technologies Inc., Guerneville, Calif.,
announced that the U.S. Bankruptcy Court for the Northern
District of California has confirmed its reorganization
plan, which, among other things, provides for its
acquisition of Quintek Electronics Inc., according to a
newswire report. The plan includes a 1:25 reverse split of
existing shares. Shareholders on record on Sept. 11 will
receive four warrants for each share of reverse-split stock
that they held on Sept. 11. (ABI 16-Dec-98)


PEOPLES DEPARTMENT STORES: Directors Fined for Negligence
---------------------------------------------------------
Three former directors of Peoples Department Stores Inc.,
Montreal, and their liabilityinsurer, Chubb Insurance Co.
of Canada, were ordered to pay $4.44 million plus interest
ofabout $1.5 million to Caron,Belanger, Ernst & Young, the
trustee for Peoples' creditors, according to the Canadian
Press. The Quebec Superior court held Lionel Wise, Ralph
Wise and Harold Wise; the former directors; personally
liable for having negligently rendered Peoples insolvent
despite their contention that they acted in the
best interests of the company's parent, Wise Stores Inc.
Attorneys for the trustee, Gordon Kugler and Gerald
Kandestin, said it is the first time a Canadian court has
"recognized and clearly enunciated the positive duties of
corporate directors to consider the financial interests of
creditors when making decisions which may lead to a
corporation's insolvency." Peoples went bankrupt in
December 1994. (ABI 16-Dec-98)


PHELPS TECHNOLOGIES: Preliminary Approval of Plan
-------------------------------------------------
The court entered an order in the case of Phelps
Technologies, Inc., and Phelps Tool and Die Houston Inc.
stating that the joint Chapter 11 plan and disclosure
statement filed by the debtors and the Official Unsecured
Creditor Committee appear to contain adequate information.
January 6, 1999 is the date of the combined hearing on
final approval of the disclosure statement, confirmation of
the plan and related matters.


PHP HEALTHCARE: Announces Tentative Merger
------------------------------------------
Ambulatory Healthcare Corp., Manassas, Va., yesterday
announced that it has tentatively agreed to merge with
bankrupt PHP Healthcare Corp., Reston, Va., and take over
the managed-care company, The Washington Post reported.
Ambulatory Healthcare would like to gain control of PHP's
D.C. Chartered Healthcare Plan, a health maintenance  
organization (HMO) that serves about 23,000 Medicaid
beneficiaries in the District of Columbia. The companies
will submit a merger proposal to the bankruptcy court for
the District of Delaware; PHP filed for chapter 11
protection this fall when a deal to provide medical
services to some 200,000 members of New Jersey HMO
collapsed. Although details were not disclosed and
Ambulatory Healthcare has not yet discussed the terms with
PHP creditors, the $2-per-share offer that Ambulatory
Healthcare made prior to the bankruptcy filing is no longer
on the table. PHP listed $252.4 million in assets and
$279.1 million in liabilities. (ABI 16-Dec-98)


RAND ENERGY: Seeks Orders Approving Rebel Agreement
---------------------------------------------------
The debtor, Rand Energy Company is seeking entry of interim
and final orders approving an agreement with Rebel Drilling
Company, LP and granting the debtor authority to borrow on
a super-priority basis pursuant tot the terms of the Rebel
Agreement.  Rebel is the operator of, and the debtor is a
non-operating, working interest owner, on the Masonite Well
located in the Little Creek Prospect in Wayne County,
Mississippi.

The debtor states that it has a vital and immediate need
for operating capital to participate in the drilling and
anticipated completion of the Masonite Well.  The debtor
believes that such drilling and completion is necessary and
prudent to preserve potential value to the estate
associated with this well.

Pursuant to the Rebel Agreement the debtor will not reject
the operating agreement, the exploration agreement or the
resignation agreement before January 20, 1999.  Rebel will
advance to the debtor an amount equal to the debtor's 2/3
share of the dry hole costs incurred on the Masonite Well
by crediting the debtor's account in such amount.  If both
Rebel and the debtor elect to participate in the completion
of the Masonite Well, Rebel will also advance to the debtor
an additional amount equal to the debtor's 2/3 share of the
costs actually incurred to either complete or plug and
abandon the well by crediting the debtor's account in such
amount, without regard to whether the Msonite Welll is
completed as a dry hole or equipped as a producer.  The
agreement provides for contingencies of either Rebel or the
debtor not participating in the completion of the well.

The Rebel DIP Loan will be repaid out of the debtor's share
of first production from the Masonite Well unless earlier
satisfied by the debtor or otherwise satisfied by virtue of
the Rebel DIP  Loan's status as a super-priority
administrative expense in the debtor's Chapter 11 case.  


SCOTT CABLE: Asking Court To Reconsider Plan Denial
---------------------------------------------------
Scott Cable Communications Inc. will pay $2.6 million in
damages to InterLink Communications Co. LLLP unless the
company can convince the court to reconsider its recent
denial of Scott Cable's reorganization plan, which was
based on the proposed $165 million sale to InterLink.  "The
Company intends to seek a rehearing before the Court, and
also to seek the Court's approval for the Company's
consummation of the sale of its assets to InterLink without
Court approval of the Company's Chapter 11 plan of
reorganization," Scott Cable asserted in a Form 8-K filed
Monday with the Securities and Exchange Commission.  The
filing is the first public reaction from Scott Cable since
the court issued its Dec. 11 decision denying confirmation
of the prepackaged liquidating plan.  The court sustained
all three of the Internal Revenue Service's objections to
the plan, including its argument that capital gains tax on
the Interlink sale, estimated at $30 million, would amount
to an administrative expense.  Scott Cable's plan did not
include a payment to the IRS. (Federal Filings Inc. 16-Dec-
98)


SERVICE MERCHANDISE: Misses Debt Payment as Sales Drop
------------------------------------------------------
Retailer Service Merchandise Co., Brentwood, Tenn.,
reported that it missed a $13.5 million interest payment
due yesterday on $300 million of 9 percent subordinated
debt, according to The Wall Street Journal. The company
said it has a 30-day grace period to pay the interest, and
that it expects its internally generated cash flow will be
its primary source of liquidity to fund operations through
the end of the year. Service Merchandise is "exploring
alternatives" to fund operations for next year, but
did not elaborate. The jewelry and household appliance
retailer also announced that its sales are continuing to
decline and that sales at stores open more than a year were
off "on a percentage basis in the mid-teens." In 1997, the
chain restructured and closed 53 stores and one
distribution center in the process. (ABI 16-Dec-98)


SYQUEST TECHNOLOGY: Seeks To Employ of Special Counsel
------------------------------------------------------
SyQuest Technology, Inc., debtor, requests authority to
employ the law firm of Shartsis Friese & Ginsburg LLP.  
SyQuest will require the services of special counsel to
prepare a "no action" letter to the SEC requesting that the
debtor be relieved from filing periodic reports; to assist
the preparation of required reports if necessary; to
provide counsel relating to inquiries of, and actions taken
by, the SEC or the Nasdaq Stock Market regarding the
trading of the debtor's securities; to assist in the
negotiation and documentation of a sale of the debtor's
assets; and to represent the debtor as settlement counsel
only in connection  with certain class actions and
derivative litigation.  SyQuest has agreed to pay Shartsis
its standard hourly fees for legal services and expenses.  
The firm holds a prepetition unsecured obligation for
unpaid fees in the approximate amount of $213,500.


UNITED HEALTHCARE: Will Offer $520M To Redeem Stock
---------------------------------------------------
The Wall Street Journal reported on December 16, 1998 that
United HealthCare Corp. called for a redemption of all of
its 5.75% Series A convertible preferred shares outstanding
which have a face value of $500 million.  The company will
redeem on Dec. 24 the shares at $1,040.25 apiece, for a n
aggregate redemption cost of about $520 million.  The
company said that the holders will receive an aggregate
call premium of about $20 million.  The company will record
a fourth-quarter charge of 11 cents a share for the
redemption.  Because the preferred stock is convertible
into common shares at $49.77 per share, conversion appears
to be a less attractive option than redemption for
preferred holders.


WATCH-EDGE: American Rice Objects To DIP
----------------------------------------
American Rice Inc. ("ARI") files opposition to the interim
motion for approval of DIP Financing in the case of In Re
Watch-Edge International, Inc.  The debtor was previously
known as Chemonics Industries, Inc.  100% of the stock of
the debtor is owned by ERLY Industries, Inc.  ERLY is the
81% shareholder of ARI.  There is no overlapping management
between ERLY and ARI.  ERLY owes ARI in excess of $20
million on the basis of defaulted promissory notes. ARI
believes that it holds well over 50% of ERLY's debt.  
According to ARI, ERLY's equity interest in ARI is
worthless. The debtor states that ERLY's only asset of
value is its equity interest in the debtor.  ARI therefore
has every interest in assuring that the value of this
equity interest is maximized in order to obtain the
greatest possible distribution on ARI's claim against ERLY.

ARI states that the debtor is a holding company with no
business operations of its own.  It does however hold the
stock of a valuable subsidiary, Chemonics International
Inc.  At one point there was an overlap in the management
of the debtor and ARI.  ARI's chief executive officer was a
director of the debtor until Ms. Nanette Kelley, CEO of
ERLY caused ERLY to remove ARI's CEO as a director.  ARI
believes that Ms. Kelley has no experience whatsoever in
order to manage Chemonics. The debtor has two secured
creditors.

ARI states that a thorough review of the proposed loan
agreement reveals a "number of frankly unbelievable (and
otherwise non-disclosed) terms, all of which the debtor
apparently proposed to have the court approve without any
discussion whatsoever."  The terms include a provision that
the removal of Ms. Kelley from control of debtor
constitutes an event of default.  There is a commitment fee
of $300,000 and a breakup fee of $200,000.  The financing
agreement states that in 30 days, in the event the debtor
and lender have not agreed to the terms of a sale to the
lender and have not filed a plan of reorganization, the
financing will terminate.  A plan is defined as one which
includes a sale of the assets of or stock in Chemonics
International to the lender. "In other words, unless the
debtor files a plan providing for the sale of its assets to
the lender within 30 days, an event of default arises which
permits the lender to foreclose on the stock of Chemonics
and become the owner of the debtor's only asset valued at
$25 million or more.  

ARI also states that the proposed Interim Order is equally
startling and further suggests that this bankruptcy filing
is an unabashed asset grab by Spangler and Ms. Kelley.  ARI
goes on to point out the more shocking terms of the Interim
Order.

ARI concludes that the financing motion can not be
approved.  And ARI suggests that the court should consider
the appointment of a Trustee on its own motion.

                   *********

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