TCR_Public/990127.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, January 27, 1999, Vol. 3, No. 18


AHERF: Costs Rise - Already Total $13 Million
AHERF: 20 Largest Creditors
AUGMENT SYSTEMS: Announces Board of Director Changes
CENDANT CORP: Files Lawsuit Against Ernst & Young

CIAO CUCINA: Closes Cincinnati Location
FASTCOMM: Reports New Hearing Dates
HOMEOWNERS MORTGAGE: Sees Agreement With Broker
INTERNATIONAL TESLA: To Liquidate This Month

MOBILEMEDIA: Arch Shareholders Vote Yes
ONEITA INDUSTRIES: Board Authorizes Pursuit of Sale
PETSEC ENERGY: Execution of Purchase and Sale Agreement
PHP HEALTHCARE: Bank Responds To sale of Georgia Property
PITTSBURGH PENGUINS: Hoping For Better Lease

ROCKY POINT: Sitting On Some Valuable Land
SGL CARBON: Committee Seeks Dismissal
SUN TV: Seeks Approval of Leasehold Purchases
UNISON HEALTHCARE: Seeks Extension To Assume/Reject Leases
WINDSOR ENERGY: Seeks Extension To Assume or Reject Leases
YUTE AIR: Files Chapter 11


The Official Committee of Unsecured Creditors of Access
Beyond Technologies, Inc. n/k/a Hayes Corporation (Hong
Kong) Limited, et al., objects to establishing a bidding
procedure and approving a topping fee in connections with
the sale of the debtors' assets.

The Committee objects to the auction date, asserting that
additional time should be permitted between approval of the
Bidding Procedures Motion and the auction.  Also potential
bidders should be allowed to bid on any portion of the
assets.  And any bidder should be required to disclose any
agreements between the bidder and any officer or director
of the debtors.  The Committee also requests that it is
fully advised and informed of the status of the marketing

By separate filing, The Committee also objects to the
emergency motion for an order approving the fifth amendment
to the senior secured super-priority DIP loan.

The Committee states that while posing as a motion
concerning DIP financing, the motion is, in fact, an
employee benefits motion that serves senior management.

The "Mank" agreement provides that Ron Howard will resign
as chairman of the Board and Mr. Steve Mank will be CEO.  
The agreement provides for retention bonuses will be funded
with seven percent of all monies generated from the sale of
intangibles ($8 million) and twelve percent of all monies
in excess of $12 million.  It also provides for a second
pool for senior management funded with 8 percent of all
proceeds form all assets in excess of $25 million.

The Committee objects to the retention and severance
payments contemplated for Mank as unreasonable and
unwarranted, and the Committee objects to the contemplated
consulting agreement between the debtors and Ron Howard,
and opposes any employment of Howard in the liquidation

While the Committee does not object to the Employee Pool,
it does object to the amounts to be used to fund the
program as being unreasonable and excessive.

AHERF: Costs Rise - Already Total $13 Million
Bankruptcy costs in the Allegheny Health, Education and
Research Foundation (AHERF) case already total $13 million,
according to a newswire report. This is the largest-ever
nonprofit health care bankruptcy; AHERF filed chapter 11 in
July. Twelve firms hired to address the organization's
problems, including lawyers, accountants and consultants,
have asked the court to approve the sum to cover fees and
expenses incurred so far. A hearing is scheduled for Feb.
16 on their request. In November, Judge M. Bruce McCullough
authorized the firms to be paid 50 percent of their fees
and 100 percent of their expenses, but all payments were
subject to revision at the judge's discretion. The
average hourly rate of the firms is $200 per hour. Deloitte
& Touche Consulting Group, AHERF's financial consultant,
has requested $3.8 million fees for 14,050 hours of
work. (ABI 26-Jan-99)

AHERF: 20 Largest Creditors
The Pittsburgh Post-Gazette reports on January 22, 1999
the 20 largest creditors in the Allegheny Bankruptcy:

1. MBIA Insurance Corp. insured series of 1996 bonds
$306.15 million

2. Graduate Health System  bondholders, as a group $160.56m

3. PNC Bank  note and letter-of-credit for  $98 million
             1996 bonds

4. Aetna/U.S. Healthcare shared-risk contract, premiums      
$23.64 million

5. HealthAmerica     shared-risk contract    $16 million

6. Allegiance Healthcare   medical supplies  $13.4 million

7. Independence Blue Cross  shared-risk contract, $8.68m

8. Ernst & Young LLP   consulting services    $6.9  million

9. Amerisource Corp. pharmaceutical supplies  $3.57 million

10. Shared Medical   software/consulting $3.49 million
    Systems Corp.

11. Medtronic Inc. medical supplies $2.64  million

12. Guidant   pharmaceutical supplies $2.29  million

13. IBM Corp. equipment lease $2.23  million

14. Siemens Medical  equipment lease $1.98 million
    Systems Inc.

15. Deloitte & Touche LLP consulting services $1.45 million

16. Qualmed    management services contract $1.34  million

17. Peco Energy       utilities     $1.22  million

18. Aramark Healthcare      management services   $1.21 m
   Support Service

19. Health Data   patient billing systems $1.19 million
   Sciences Corp.

20. The Hartford        premiums        $1.17  million

*Estimated claims as of at time of July 21, 1998, filing.
Total estimated claims have since grown from $1.3 billion
to more than $1.5 billion.

AUGMENT SYSTEMS: Announces Board of Director Changes
Augment Systems, Inc. (OTC Bulletin Board: AUGS - news)
today announced the resignation of Laurence Liebson as
Chairman, President and Chief Executive Officer. Mr.
Liebson will leave the Company to pursue other interests.
In a related press release dated December 29, 1998, the
Company announced that due to the unavailability of  
capital it had substantially scaled back business and had
retained Gollon Capital Advisors to explore merger and
acquisition opportunities. Mr. Mayo, the Company's Chief
Financial Officer, will continue to explore merger and  
acquisition opportunities as well as coordinate an orderly
liquidation of the Company's non-essential assets. As part
of that plan the Company may seek bankruptcy protection if
and when appropriate.

Augment Systems, Inc., headquartered in Westford,
Massachusetts, was a pioneer in the design, manufacture,
marketing and support of high performance data  
access and storage solutions for open, heterogeneous
computing systems environments. The Company's Fibre Channel
Storage Area Networking systems addressed the increasing
demand for the rapid transfer and efficient storage of
large image and text files.

CENDANT CORP: Files Lawsuit Against Ernst & Young
Cendant Corp. filed a lawsuit Monday against accounting  
giant Ernst & Young, accusing it of negligently failing to
detect bogus revenues that decimated the franchiser's stock
and prompted a massive investor lawsuit. Cendant is seeking
unspecified damages from Ernst & Young for the  
money it lost in the accounting scandal at former CUC
International Inc., one of the companies that merged to
create Cendant in December 1997. The Parsippany-
based franchiser of brand names like Ramada, Avis and
Century 21 has lost $20 billion of its market value since
revealing the "accounting irregularities" last April.
(AP Online; 01/26/99)

CIAO CUCINA: Closes Cincinnati Location
Ciao Cucina Corp. informed the bankruptcy court in
Cincinnati yesterday that the company has closed its
downtown Cincinnati restaurant and that it expects to file
a motion to sell its remaining restaurant in Washington to
the Glazer Group Inc., according to a newswire
report. (ABI 26-Jan-99)

FASTCOMM: Reports New Hearing Dates
FastComm Communications Corporation announced that it has
reached a tentative agreement with Gary  Davison, a former
officer, to resolve his claims against the company.

Both sides expect that this favorable development will
enable FastComm to emerge from Chapter 11 Bankruptcy
protection shortly. The Bankruptcy Court in Alexandria,
Va., will hold a hearing to approve the company's
disclosure statement on February 8th, 1999, and has
scheduled another hearing on confirmation of its plan of
reorganization for March 12th, 1999. The company expects
that its creditors and shareholders alike will
support the plan.

FastComm is a designer developer and manufacturer of a
complete family of access products which provide a single
seamless transport in multi-protocol environments for
Voice/Data and Video networking over LAN/WAN and Global  

HOMEOWNERS MORTGAGE: Sees Agreement With Broker
Homeowner's Mortgage & Equity, Inc., debtor filed a motion
for authority to execute agreement with a broker, Cohane,
Rafferty Securities, Inc.

The court entered an order granting the motion of the
debtors to sell collateral loans by private sale, or in the
alternative to convey loans to Guaranty Federal Bank, FSB.  
In connection with the proposed sale of the collateral
loans, the debtor wishes to hire a broker, Cohane Rafferty
Securities, Inc. ("CRSI").  Under the agreement, the debtor
will pay CRSI the sum of $50,000 payable upon closing of
any such sale solely out of the proceeds of the sale.  The
loans to be sold are approximately 175 loans that are
subject to the lien of Guaranty Federal Bank.

INTERNATIONAL TESLA: To Liquidate This Month
The International Tesla Society, a scientific group based
in Colorado Springs, Colo., is likely to be liquidated
after creditors meet Jan. 29, according to The Gazette.
The organization filed chapter 7 in December listing
$71,452 in liabilities and no assets. The group formed in
1984 to operate a museum and to sponsor an annual symposium
of idealist and eccentric investors to honor Nikola Tesla,
an inventor. Many of the creditors are publishing and
broadcast companies. (ABI 26-Jan-99)

The Equity Holders, the Latin America Equity Fund, Inc.,
The Latin America Investment Fund, Inc., The Emerging
Markets Infrastructure Fund, Inc., The Emerging Markets
Telecommunications Fund, Inc., Latin America Capital
Partners Ltd., C.I Latin American Fund, C.I. Emerging
Markets Fund, C.I. Global fund, Argentina Equity
Investments Partnership, and BPPA IWC LLC and Sanford
Antignas, object to the second amended joint Chapter 11
plan of reorganization of International Wireless
Communications Holdings, et al.

The Equity Holders object to the plan because they claim
that it inappropriately attempt to subordinate claims
pursuant to section 510(b) of the Bankruptcy Code.

The Equity Holders claims that neither the plan nor the
Omnibus Objection to claims by the debtor provides
sufficient detail to permit the Equity Holders to determine
for distribution purposes the debtors' intent with respect
to classification of the Equity Holders' General Unsecured

J.PETERMAN: Files Bankruptcy
Retailer J. Peterman on Monday sought Bankruptcy
Court  protection from its creditors. The catalog company,
whose nostalgic, high- priced clothing and accessories have
inspired imitation as well as satire on the "Seinfeld"
television comedy series, complained of poor holiday sales.

The U.S. Bankruptcy Court in Lexington was to consider
motions in the filing on Tuesday.

"The holiday season in catalog was soft," which caused
inventory overstocks, John Peterman, the company's founder,
told WKYT-TV in Lexington. Lawyers for the company told the
station there were no immediate plans to close any of the  
company's 13 stores or to lay off any of its 600 employees,
400 of whom work in Lexington.

Peterman started his business in 1987 with a catalog that
became noted for its quirky copy, which featured extended
personal musings about the retro-style clothing and
accessories offered for sale. The marketing approach was
imitated by other retailers and become the target of satire
by the top-rated television comedy "Seinfeld."

The real Peterman, a much more straightforward businessman,
professed to enjoy the joke and decided early last year to
capitalize on the "Seinfeld" notoriety with a retail
rollout that included plans for 50 stores and 20  
catalog outlets.

Executives were recruited from J. Crew, Calvin Klein and
The Gap, $10 million was raised from private investors and
plans were made to target upscale markets.

By last month, though, the company had laid off 20 people
at its Lexington headquarters and put a freeze on new store
openings through mid-1999. Peterman blamed worldwide
financial upheaval and uncertainty surrounding the
impeachment of President Clinton for slower-than-expected
sales in the catalog business and said the company was
experiencing "growing pains."

MOBILEMEDIA: Arch Shareholders Vote Yes
Shareholders of Arch Communications Group, Inc. (Nasdaq:
APGR) today voted to approve Arch's acquisition of  
MobileMedia Corporation at a special meeting of
shareholders in Boston, MA.  Pending final court and
regulatory approvals, the transaction is expected to close
in March.

The acquisition will create the nation's second largest
paging and wireless messaging company with more than seven
million units-in-service throughout the United States.   
The combination also is expected to generate substantial
cost savings from operating synergies for Arch, as well as
positively impact the Company's balance sheet by
significantly reducing debt leverage.

C. Edward Baker, Jr., Arch chairman and chief executive
officer, said: "Today's shareholder vote brings us one step
closer to completing our acquisition of  MobileMedia.  We
look forward to gaining all necessary approvals soon,
closing the merger during March, and beginning the process
of integrating our two companies."

Approvals still pending include the vote of MobileMedia
creditors on MobileMedia's Third Amended Plan of
Reorganization, confirmation of the Plan by
the U.S. Bankruptcy Court for the District of Delaware,
and a final order of  the Federal Communications Commission
transferring MobileMedia's FCC licenses to Arch.

At the special shareholders meeting held today, all other
proposals described in the proxy statement (increase in
authorized shares, reverse stock split, increase in number
of shares issuable under option plan, and new employee
stock purchase plan) were also approved.  The exact size of
the reverse stock split and the date of its implementation
are expected to be announced in late February or early

Arch Communications Group, Inc., Westborough, MA, is the
third largest paging company in the United States.  Founded
in 1986, it provides narrowband wireless messaging
services, principally paging, to more than four million
subscribers nationwide.  Arch's 2,600 employees operate
from approximately 200 offices and Company-owned stores
nationwide.  Additional information on Arch is available  
on the Internet at

ONEITA INDUSTRIES: Board Authorizes Pursuit of Sale
Oneita Industries Inc.'s board has authorized management to
pursue a sale of the company while at the same time
considering a possible liquidation or restructuring.
"Because negative earnings before interest, depreciation
and amortization caused by adverse market conditions has
continued into fiscal year 1999, and because of various
alternative strategies being considered by the Company
including the possible sale of the Company, an impairment
loss of $16,992[,000] has been recorded in the fourth
fiscal quarter of 1998," the apparel maker said in its Form
10-K, filed Friday with the Securities and Exchange
Commission. (The Daily Bankruptcy Review and ABI Copyright
c January 26, 1999)

PETSEC ENERGY: Execution of Purchase and Sale Agreement
On January 18, 1999, Petsec Energy Ltd issued a press
release announcing the execution of a purchase and sale
agreement by its wholly owned subsidiary, Petsec Energy
Inc. ("PEI"), with Apache Corporation whereby, as
previously announced, PEI agreed to sell 50% of its working
interest in certain oil and gas properties in the Gulf of
Mexico for US$68.5 million in cash to Apache. The
transaction is subject to due diligence. The effective date
is January 1, 1999 with closing anticipated on or before
February 1, 1999 at which time Apache will become operator
of the leases.

PHP HEALTHCARE: Bank Responds To sale of Georgia Property
NationBank, NA, approves of he sale of nonresidential real
property in Columbus Georgia by the debtor, PHP Healthcare
Corporation to Sedgfield Properties, LLC.  However, the
bank states that the process of the sale should be paid to
NationsBank pursuant to the terms of a stipulation between
the debtor and the bank.  Contrary to the debtors'
statements the net sale proceeds of the Sale Property will
not be available to the debtor to fund its operations or be
placed into an escrow account.  The net sales proceeds will
pay down incrementally the pre-petition loans owed by the
debtor to NationsBank, in accordance with the terms of the
Cash Collateral Order.

PITTSBURGH PENGUINS: Hoping For Better Lease
The Pittsburgh Penguins have withdrawn their request that
Bankruptcy Judge Bruce Markowitz reconsider a ban that
prohibits management from moving the team to another city,
The Washington Post reported. The team argues that its
lease at the Civic Center was a major reason it filed
chapter 11 in October, and it hopes the judge will order it
to be rewritten. National Hockey League (NHL) Commissioner
Gary Bettman said two groups have contacted the NHL with an
interest in buying the team and keeping them in Pittsburgh.
The team has more than $125 million in debt. (ABI 26-Jan-

ROCKY POINT: Sitting On Some Valuable Land
The Providence Journal reports on 01/24/99 that ever               
since Rocky Point Amusement Park went out of business in
1995, those with fond memories and a sentimental streak
have conjured various schemes for reviving it.
It would become a water park, a seasonal carnival, a marine
aquarium, or even a better version of its old self, under
new ownership, and go on making memories for another 150
years.  But now that Providence lender Arnold Kilberg has
put Rocky Point into liquidation in U.S. Bankruptcy Court,
even the flightiest dreamers are saying Rocky Point is
officially deader than dead.

Kilberg and the minority owners of Rocky Point have feuded
for years in state and federal court. Now it seems certain
that the Bankruptcy Court will dissolve the unhappy company
and supervise a sale of its 124 acres at Rocky  Point, the
peninsula jutting into Narragansett Bay that gave the
amusement park its name.  The land could be sold to private
developers who would build houses, or to government at some
level, which would clear away the remains of the amusement
park and create a place that some Warwick people like to
describe as a "Colt State Park West."

On Thursday, the Office of the United States Trustee, 10
Dorrance St., Providence, got on with the business of
Chapter 7. It appointed Andrew Richardson, a Providence
lawyer, to serve as trustee in the liquidation of CR  
Amusements, LLC, the company that owns Rocky Point.
Richardson's job will be to question Rocky Point's owners
under oath, determine the value of their assets, and sell
them at auction or through a broker. Then Judge Arthur N.
Votolato Jr. would approve a plan to distribute  
the proceeds among the creditors.

Meanwhile, Warwick is watching to see whether Kilberg, a
tenacious and cagey businessman, has a plan for somehow
ending up with sole ownership of the real estate when CR
Amusements is liquidated, or at least for getting a
substantial share of the sale price.  Kilberg listed
himself as a creditor, and one of his companies, Acropolis  
Enterprises, when he filed the bankruptcy papers on Jan.

He would not comment on the case Friday, except to aim an
angry burst of epithets at Mayor Lincoln D. Chafee, in
language that he dared the newspaper to print.

No one really knows how much Rocky Point is worth to
developers, though estimates range from $2 million to $8
million. For tax purposes, the city values the land,
without buildings, at just under $4.4 million, or about  
$35,500 an acre.  It would be difficult land to develop.
There are wetlands, uneven ground, a flood plain, no
sewers, and a daunting and expensive demolition project to  
confront before houses and streets could begin to take

On Wednesday, the council unanimously adopted Pisaturo's
resolution asking the city, state and federal governments
to forestall development by raising bond money and buying
Rocky Point for open space.

Mayor Chafee said Friday that he would rather see a private
buyer emerge from the Chapter 7 case, then come to the city
to negotiate a rezoning package. In exchange for a better
zoning scheme, he said, the city would take title to  
the waterfront.

"What we'd be interested in is access to the shore, and
we'd allow some development in the interior," Chafee said.
"That would be my goal, a mix of public access and
development in areas that aren't of high value to the  

SGL CARBON: Committee Seeks Dismissal
The Official Committee of Unsecured Creditors moves for
entry of an order dismissing the Chapter 11 petition filed
by SGL Carbon Corporation.  The Committee states that the
Chapter 11 filing of SGL US is a bald attempt by its German
parent to exploit the US bankruptcy laws for its own purely
tactical ends: frustrating the prosecution of the civil
antitrust claims and seeking to shield the equity of its US
subsidiary from these claims.  The Committee states that
given the absence of financial distress on the debtor's
part, its attempt to use the bankruptcy laws to gain
advantage represents a clear abuse of Chapter 11.  The
debtor's balance sheet reflects assets with a total book
value of $400 million.  The debtor has liabilities, apart
from the disputed antitrust liabilities, of only $276

SUN TV: Seeks Approval of Leasehold Purchases
Sun TV and Appliances, Inc. and Sun Television and
Appliances, Inc. seek an order authorizing and approving
the terms of the Leasehold Purchase Agreement between Sun
TV and Office Depot, inc.

Sun TV has announced the liquidation of its business an has
been conducting store closing sales at all of its stores.  
Office Depot wishes to acquire the Leasehold Interests and
Sun TV seeks to assume and assign the leases at eight
current locations in Pennsylvania, Ohio and Kentucky.  

The purchase price is $1,448,117.  Sun TV believes tat the
consideration offered by Office Depot is fair and
reasonable and that the auction will ensure that the
estates realize the maximum available value from the sale
of the leasehold interests.

UNISON HEALTHCARE: Seeks Extension To Assume/Reject Leases
Unison Healthcare Corporation filed notice of its third
motion for an order extending time within which to assume
or reject unexpired leases of nonresidential real property.

The debtors operate approximately 20 residential healthcare
entities and several additional ancillary entities in
states across the country.  The debtors are actively
involved in the confirmation proceedings for the plan.  The
outcome of the confirmation process will dictate the date
the leases are assumed or rejected.  Allowing the debtors
an additional thirty day extension up to and including
February 19, 1999 will allow the debtors to await the
outcome of the confirmation proceedings.

WINDSOR ENERGY: Seeks Extension To Assume or Reject Leases
Windsor Energy US Corporation seeks an order extending time
in which to assume, assume and assign or reject unexpired
leases of nonresidential real property.  A hearing will
take place on February 9, 1999 at 9:00 AM.

Windsor's principal asset is a 99% general partnership
interest in Rincon Island Limited Partnership.  Rincon
Island is in the oil and gas exploration and production
business.  Windsor is a party to a lease of commercial
office space that runs through February 1, 1999, which
Windsor will not renew,  and various oil and gas leases and
agreements relating to properties commonly known as the
Longhorn Prospect in Harrison County, Texas, Bayou Choctaw
in Iberville Parish, Louisiana, and Windsor's claimed
interest in 25% of PRC 145.1 in Ventura County, California.

Windsor requests an extension through and including the
date Windsor confirms a plan of reorganization.  Because a
number of issues remain to be resolved with respect to the
oil and gas leases, Windsor cannot now determine whether it
is in the best interest of its bankruptcy estate to assume
or reject the leases.

YUTE AIR: Files Chapter 11
Alaska's Yute Air filed for chapter 11 protection on
Friday, citing back-to-back poor fishing seasons and
service problems, according to the Anchorage Daily News.
Owner Will Johnson said the company will continue to
provide scheduled flights between more than 60 communities
in the Bush and charter service, although some 50 people
have been laid off as the company has scaled back
operations. Johnson said he plans to focus on the Bush and
provide "good, rural service to our Native Eskimo
customers..." The company tried to expand its operations by
providing service to Anchorage, but it was unable to
compete with Alaska Airlines and its allied carriers. (ABI


S U B S C R I P T I O N   I N F O R M A T I O N     
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All rights reserved.  ISSN 1520-9474.  

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