TCR_Public/990316.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, March 16, 1999, Vol. 3, No. 51

                   Headlines

CAJUN ELECTRIC: Bidders for Co-op Await Judge's Advice
CAROUSEL HOTEL: Chapter 11 Filing Holds Off Auction
CENTENNIAL COAL: Hearing To Approve Sale of Assets
COMPRESSION INC: Files Chapter 11
DOW CORNING: Asks Women To Vote On Implant Deal

EQUALNET COMMUNICATIONS: Retains Market Pathways
GENEVA STEEL: Committee Taps Parsons Behle & Latimer
GENEVA STEEL: Taps Cadwalader, Wickersham & Taft
JUMBOSPORTS: Applies To Employ Jefferies & Company, Inc.
LIVENT: Seeks Extension of Exclusivity

MEDPARTNERS: Issues Statement Regarding Investor Inquiries
MOBILE ENERGY: Seeks Extension To Assume/Reject Leases
MOBILEMEDIA: Files Proposed Stipulation
NETS INC: Committee Seeks Final Decree
PHP HEALTHCARE: AHCA Withdraws Sponsorship Of Plan

PHP HEALTHCARE: Committee Taps The Bayard Firm as Counsel
PHP HEALTHCARE: Seeks Extension of Exclusivity
TELEGROUP INC: DIP Interim Order
THE PENN TRAFFIC: Seeks To Reject Leases
THORN APPLE: Interim Financing Order

TRAK AUTO: Sold For $53.2 Million to HalArt
WOODSON'S: Files For Chapter 11 Protection

Meetings, Conferences and Seminars

                  *********

CAJUN ELECTRIC: Bidders for Co-op Await Judge's Advice
------------------------------------------------------
Tulsa World reports on March 13, 1999 that a unit              
of Central & South West Corp. and a group led by Southern
Co. expect a judge to give details Monday on how they can
alter and resubmit plans to acquire bankrupt Cajun Electric
Power Cooperative.

U.S. Bankruptcy Judge Gerald Schiff rejected plans from
both groups Feb. 11, saying they hadn't met bankruptcy code
standards. The decision is believed to be the first in
which a bankruptcy court rejected all reorganization
proposals for a company.

The judge had suggested ways the companies could alter
their proposals to reorganize the Louisiana utility's debts
and acquire it.

The Southern group, which includes Northern States Power
Co. and AEI Holding Co.'s Zeigler Coal Holding Co., bid
$1.19 billion for Cajun while Southwestern Electric Power
Co., the CSW unit, offered $940.5 million. Both companies
said they remain interested in acquiring Cajun, which  
provides power through 11 member cooperatives to 1 million
customers in rural Louisiana.


CAROUSEL HOTEL: Chapter 11 Filing Holds Off Auction
---------------------------------------------------
The Baltimore Sun reports on March 13, 1999 that a  
foreclosure auction of the Carousel Hotel & Resort in Ocean
City, one of the seaside resort's best-known landmarks, was
forestalled yesterday when the owner filed for Chapter 11
bankruptcy protection.

Joel I. Sher, an attorney with Shapiro & Olander who is
representing the building's owners, said the partnership
sought bankruptcy court protection in part to prevent the
auction, which had been set for Monday.

"The precipitating event was Monday's foreclosure, but
there also appears some debt that could be restructured,"
said Sher. "We also hope this gives us the opportunity to
put some of the acrimony here behind everybody. This is
basically a healthy enterprise that doesn't need to  
be in bankruptcy."

Courtland Townsend, an Ocean City attorney representing a
receiver appointed by a Worcester County court, said the
bankruptcy filing did not come as a surprise.  "We were
expecting it," said Townsend. He said the receiver, James
R. Bergey, plans to ask the bankruptcy court to allow the
sale to proceed. "We have a lot of buyers interested, and
fully expect to proceed with the sale in about three
weeks," said Townsend.

The Carousel, which has 264 hotel rooms and 190 condominium
units, is owned by the Scranton, Pa.-based Four Star
Enterprises Ltd. Partnership, which is controlled by heart
surgeon Dr. Siamak A. Hamzavi. He bought the hotel in 1995  
for $7 million.

Sher estimated Four Star's chief debt to be $3.3 million in
unpaid liens and city-ordered repairs that Worcester County
Circuit Judge Theodore Eschenburg ordered Hamzavi and Four
Star to satisfy in January. The Carousel condominium owners
association has been at odds with Hamzavi over alleged
nonpayment of condominium dues and assessments. Hamzavi and
Four Star own 22 condominium units.

Hamzavi said yesterday that the receiver's accounting of
the debts is  "bogus."  The physician maintained that the
condominium association owes Four Star more than $1.8
million for "services" the hotel provided the association,
and that because of that debt Four Star has been unable to
pay bills it owes.  "This is a total civil abuse by the
court system," said Hamzavi. "It's totally outrageous. We
will sit down with any homeowner and their accountant  
and show them our books. We can reconcile everything. We
want Bergey out of our building."


CENTENNIAL COAL: Hearing To Approve Sale of Assets
--------------------------------------------------
On March 30, 1999 a hearing will be held with respect to
the motion of Centennial Coal, Inc. and its affiliates for
approval of the sale of substantially all of the debtors'
assets.  The debtors seek authorization of the sale of
substantially all of the debtor's assets to Century Coal
Company LLC for a purchase price of $30 million subject to
reduction for past due property tax liens assumed by the
Buyer.  The closing must occur not later than April 14,
1999.  Minimum overbids have been set at $100,000.

The debtors state that there is a sound business reason for
the sale, that the debtors do not have the resources to
continue to operate their businesses on a stand-alone
basis, as demonstrated by their current level of operations
and their inability to secure meaningful financing prior to
bankruptcy.  Consequently the debtors assert that a sale to
a third party is the only means of maximizing the value of
the assets.


COMPRESSION INC: Files Chapter 11
---------------------------------
Louisville, Ky.-based Compression Inc. has filed for
chapter 11 protection with about $15 million in assets and
$30 million in liabilities, The Indianapolis Star and News
reported last week. The company, founded in Indianapolis in
1993 but now headquartered in Louisville, owes $206,000 to
Cardinal Ventures of Indianapolis and $676,00 to CID Equity
Partners, the city's largest venture firm. Compression, an
aggressive company known for creating an industry of
developing products for corporations, generated about $30
million in revenue in each of its peak years in 1997 and
1998, and the company employed about 300 people. Today the
company has about 200 employees, and it is likely to sell
its offices to satisfy creditors, CEO Bob Leasure
said. Leasure said the company's financial problems are
associated with taking on too much debt; it bought
expensive equipment and then saw competitors buy similar
equipment later for less. Compression's competitors then
undermined the company with lower prices, Leasure said.
(ABI 15-Mar-99)


DOW CORNING: Asks Women To Vote On Implant Deal
-----------------------------------------------
Dow Corning Corp. said Monday it mailed ballots to 170,000
women around the world asking them to approve a $3.17
billion settlement to end claims against the company for  
allegedly harmful silicone gel breast implants.

Dow Corning, a joint venture between Dow Chemical Co.
and Corning Inc. , said the ballots were
mailed Monday and gave women 60 days until May 14 to vote
on whether to accept the plan -- an outgrowth of litigation
that began in the late 1980s.

Dow Corning spokesman Michael Jackson told Reuters at a
news conference in New York that the plan, if approved,
would allow the joint venture to emerge from bankruptcy.

Dow Corning filed for Chapter 11 bankruptcy in May 1995, he
said, "primarily to stay over 19,000 lawsuits against us.
That's the main reason for the announcement today that the
ballots were going out. We want to emerge from bankruptcy."

Jackson said the plan had also been endorsed by a so-called
tort claimants committee appointed by the U.S. Bankruptcy
Court in Bay City, Mich., to represent women who have
received implants and claim they caused medical  
problems ranging in severity from aches and pains to
serious illnesses such as lupus.

The agreement would allow women who vote against the
proposed settlement to proceed with litigation at their own
expense against Dow Corning even if the plan wins approval.

"That's the real benefit of this plan -- it gives claimants
a choice to settle or to resume litigation," said attorney
Kenneth Eckstein, a member of the tort claimants committee.
The proposed deal would also settle some unrelated lawsuits
against Dow Corning concerning allegedly faulty medical
devices, Jackson said. And it would set aside an additional
$1.3 billion to pay off Dow Corning suppliers, creditors
and public debt holders who have been owed money since
the  bankruptcy took effect.

The plan stipulates payments of up to $3.17 billion over 16
years to those who filed medical liability claims. That
includes an immediate $1 billion payment when the
settlement becomes effective, hopefully by this summer, Dow  
Corning said. The deal would allow claimants who agreed to
settle to choose any or all of three types of compensation:

* a one-time, $5,000 payment for removal of the claimant's
Dow Corning breast implant if the removal occurred after
Dec. 31, 1990, and within 10 years after the plan went into
effect;

* a $25,000 payment if the claimant had a ruptured implant
that was removed either prior to the settlement or two
years thereafter;

* a payment of between $12,000 and $300,000 for disease
claims confirmed by medical records.

Dow Corning said the settlement was more beneficial to
claimants than a 1996 settlement between breast implant
recipients and implant manufacturers Bristol-Myers Squibb
Co. , Baxter International Inc. and Minnesota Mining and
Manufacturing Co. (New York Newsdesk, Reuters:International
- 03/15/99)


EQUALNET COMMUNICATIONS: Retains Market Pathways
------------------------------------------------
Equalnet Communications Corp., announced last week that it
has chosen Market Pathways, a full-service financial public
relations firm specializing in small- and mid-size
companies to assist in its investor relations efforts,
according to a newswire report. Equalnet is a long distance
telecommunications company. A hearing is scheduled for
April 26 to consider confirmation of the reorganization
plan of its subsidiary, Equalnet Corp., which has the
support of the Unsecured Creditors' Committee. Equalnet
expects that if the plan is approved, it would be effective
in early May and the company would then emerge from chapter
11. Equalnet plans to continue to seek growth by acquiring
other telecom resellers and smaller facilities-based
carriers and to improve margins and profitability in
acquired companies by serving customers more efficiently
and selling them a comprehensive bundle of related telecom
products. (ABI 15-Mar-99)


GENEVA STEEL: Committee Taps Parsons Behle & Latimer
----------------------------------------------------
The Unsecured Creditors Committee of Geneva Steel Company
seeks to retain the law firm Parsons Behle & Latimer as
counsel to the Committee.

The firm will represent the Committee in its analysis of
and consultations with the debtor concerning the operation
of the debtor's business and the administration of the
debtor's case;

It will represent the Committee and the interests of
unsecured creditors in negotiations toward, and
confirmation and consummation of, any reorganization plan;

The firm will charge its customary hourly rates which range
from $260 per hour to $145 per hour.  The hourly rate for
the  attorney currently assigned to the case, J. Thomas
Beckett, is $185 per hour.


GENEVA STEEL: Taps Cadwalader, Wickersham & Taft
------------------------------------------------
The debtor, Geneva Steel Company seeks court approval to
employ and retain Cadwalader, Wickersham & Taft as counsel
to the debtor.  The debtor also seeks court approval to
retain the law firm of LeBoeuf, Lamb, Greene & MacRae LLP
as local counsel in the case.

The firm has represented the debtors for approximately
three months prior to the Petition Date.    During the
period from November 10, 1998 to the Petition date, the
firm received $874,380 from the debtor.

The firm will be responsible for advising the debtor of its
rights, powers, and duties; the firm will take all
necessary action to protect and preserve the estate of the
debtor, will prepare all necessary motions and
applications, and will prosecute the proposed plan of
reorganization on behalf of the debtor.

The debtor agrees to pay Cadwalader, Wickersham & Taft its
customary hourly fees.


JUMBOSPORTS: Applies To Employ Jefferies & Company, Inc.
--------------------------------------------------------
JumboSports Inc. seek authorization to employ Jefferies &
Company, Inc. as financial advisor for the debtor.  The
firm will act as financial advisor in connection with the
potential sale of the debtor through any structure or form
of transaction.  The firm will advise the debtor in
connection with its sale of real estate properties and will
provide testimony in support of any motion seeking approval
of such a transaction.

The debtor has agreed to pay Jefferies an initial retainer
fee of $100,000.  In the event such a sale transaction
occurs, the debtor will pay Jefferies a fee of $1 million
in cash at the closing of the transaction less the retainer
fee.


LIVENT: Seeks Extension of Exclusivity
--------------------------------------
Livent (U.S.) Inc., et al, debtors, seeks an order further
extending the debtors' exclusive periods in which to file a
plan or plans of reorganization and solicit acceptances tot
he plan.  If approved, the exclusive period shall be
extended from March 18, 1999 through July 30, 1999 and the
exclusive period during which each debtor may solicit
acceptances of such plan of reorganization shall be
extended from May 17, 1999 through September 28, 1999.

The debtors assert that the sheer size and complexity of
these cases supports a finding of cause to extend the
exclusive periods.  The debtors claim that due to the
discovery of the widespread financial irregularities, the
debtors' management team has had to work round the clock to
stabilize profitable productions.  Management has
implemented an overhead reduction plan which will yield
annualized savings of more than n C$12 million.  The
debtors obtained a postpetition DIP financing facility
providing $5 million of working capital.  the debtors hired
SG Cowen, an investment bank to assist the debtors.  The
debtors have until April 19, 1999 to assume or reject
leases.  The debtors claim that they have not yet been
given sufficient time in which to determine how to best
maximize value, let alone negotiate the distribution of
such value.  This is the debtors' first request  for such
an extension and the debtors argue that they have not had a
meaningful opportunity to complete the foundation for, let
alone negotiate, a plan of reorganization.


MEDPARTNERS: Issues Statement Regarding Investor Inquiries
----------------------------------------------------------
MedPartners, Inc. (NYSE: MDM) (the "Company") today issued
the following statement in response to investor and media
inquiries regarding actions taken last week by the State of
California Department of Corporations. The Department
assumed control of MedPartners Provider Network,
Inc., a California healthcare services plan licensed under
the Knox-Keene Health Care Act of 1975 (the "Plan") and
appointed a Conservator. The Conservator filed the Plan
under Chapter 11 of the US Bankruptcy Code.

MedPartners said: "Only MedPartners Provider Network, Inc.
has been placed under the Conservator's control. Neither
MedPartners, Inc. nor any other MedPartners entity,
including the Company's extensive physician practice
management operations in California, is under the
Conservator's control or is party to the bankruptcy
proceeding.

"The Plan contracts with health plans to manage risk
capitation agreements with healthcare providers in
California. A portion of the Plan's management and
administrative services are provided by MedPartners, Inc.
under a management services agreement. It is MedPartners'
understanding that the Plan has to compensate the Company
for providing these services on an ongoing basis.

"MedPartners also contracts with physician groups in
California to provide management services to
the groups and related operations.

"MedPartners' outside legal advisors have confirmed that
the Company has no legal obligation to fund the operating
losses of either the Plan or the physician groups.

"All of MedPartners' physician services operations,
including the Plan, have been separated from MedPartners'
continuing operations as of January 1, 1999 and are being
accounted for as discontinued operations. As part of that
separation, MedPartners recorded a charge against earnings
of $1.23 billion in the fourth quarter of 1998. Reflected
in the charge are reserves covering
the anticipated cost of exiting all physician services
businesses in California. Based on current information,
MedPartners believes that the reserves are adequate and
that the actions of the Department of Corporations will not
have a material adverse impact on the continuing operations
of MedPartners, Inc.

"It is important to note that during 1998, MedPartners
provided the California operations with more
than $200 million from sources external to the state of
California. It remains MedPartners' intention
to meet its legal obligations to ensure that the physician
practices will continue to provide healthcare
services to the citizens of California."


MOBILE ENERGY: Seeks Extension To Assume/Reject Leases
------------------------------------------------------
Mobile Energy Services Company, LLC and Mobile Energy
Services Holdings, Inc. seek an order extending the time
within which they must assume or reject unexpired leases of
nonresidential real property for an additional 180 day
period.  The days are party to approximately 8
nonresidential real property leases.  The debtors seek an
extension of 180 days due to the complexity of the leasing
arrangements and due to the fact that the leases are
indispensable to the debtors' reorganization efforts.  The
leases are central to operations, and all of the debtors'
facilities, including the Energy Complex, are located on
the leased promises.  The analysis of the Energy Complex
will further require a substantial expenditure of time and
energy by the debtors' employees during a period when the
employees are faced with many other issues.  In addition,
the debtors' decision to assume ore reject the leases may
depend in part upon the current litigation with Kimberly-
Clark which is the result of an adversary proceeding
against Kimberly-Clark due to the closure of Pulp Mill.


MOBILEMEDIA: Files Proposed Stipulation
---------------------------------------
MobileMedia Corp. announced that it has filed a stipulation
with the U.S. Bankruptcy Court for the District of Delaware
that, if executed by all parties thereto and approved by
the Bankruptcy Court, would resolve pending objections to
MobileMedia's Third Amended Joint Plan of Reorganization
and result in the Plan being either confirmed or denied by
the Bankruptcy Court.

The Plan provides for the merger of MobileMedia into Arch
Communications Group Inc.

The agreement reflected in the Stipulation contemplates
signature by (i) Arch, (ii) MobileMedia, (iii)
the debtors' unsecured creditors committee, (iv) the agent
for the debtors' prepetition secured lenders, (v) the
unsecured creditors that have filed certain objections to
confirmation of the Plan (the "Objectors") and (vi) two
members of the unsecured creditors committee and two other
unsecured creditors that have agreed, as "standby
purchasers," to purchase certain shares of Arch common
stock to the extent the shares are not purchased by other
unsecured creditors through the exercise of rights being
issued to them by Arch pursuant to the Plan.

The Stipulation, as filed, has been signed only by
MobileMedia and the Objectors. A hearing on
approval of the Stipulation is scheduled with the
Bankruptcy Court for March 16, 1999, at 3 p.m.
There is no assurance that the Stipulation will be signed
by all of the parties thereto or, if signed, that
the Stipulation will be approved by the Bankruptcy Court.

Under the Stipulation, the confirmation hearing, which had
been continued to March 26, 1999, will be further continued
until April 12, 1999 (the "Continued Confirmation Hearing")
if the Objectors provide notice to the debtors by March 23,
1999, that the Objectors intend to deliver an alternative
proposal for reorganization of the debtors (the "Objectors
Proposal") on or before April 1, 1999.

If the Objectors Proposal is delivered by April 1, 1999,
and not thereafter withdrawn, the Bankruptcy Court will
determine at the Continued Confirmation Hearing whether the
Objectors Proposal meets the requirements set forth in the
Stipulation (the "Requirements"), including requirements
that the Objectors Proposal (A) be capable of confirmation
and consummation within a reasonable period of time, (B)
provide (x) for payment in full in cash of (i) all
administrative claims, including the breakup fee in the
amount of $ 25 million that may be payable to Arch under
the merger agreement with Arch, and (ii) the Allowed Claims
of Classes 4 and 5 (except for default interest) under the
Plan (approximately $ 445 million), and (y) for a
distribution to Class 6 (general unsecured creditors) that
is materially greater in value than the distribution to
Class 6 under the Plan, (C) have financing committed or
reasonably capable of being obtained and (D) after taking
into account all relevant business factors (including,
without limitation, any conditions and contingencies),
be superior to the Plan.

Under the Stipulation, if the court finds that the
Objectors Proposal does not meet the Requirements, the Plan
would be confirmed, subject to a determination that the
Plan meets all requirements of the Bankruptcy Code. If the
Bankruptcy Court finds that the Objectors Proposal
meets the Requirements, the Bankruptcy Court would deny
confirmation of the Plan.

If the Objectors do not deliver the Objectors Proposal by
April 1, 1999 (or, if it is delivered, but thereafter
withdrawn), then, subject to a determination by the court
that the Plan meets the requirements of the Bankruptcy
Code, the Plan would be confirmed.

Under the Stipulation and subject to the terms and
conditions thereof, the Objectors would withdraw their
objections to confirmation of the Plan and waive their
rights to appeal confirmation of the Plan. Also, under
certain circumstances, the Objectors would be deemed to
have voted in favor of the Plan.

In addition, the Stipulation (A) provides that, if the Plan
is confirmed on March 26, 1999, the rights-offering period
contemplated by the Plan would expire 45 days after
confirmation, or that, if the Plan is confirmed on or after
April 12, 1999, such rights-offering period would expire on
the later of May 14, 1999, or 20 days after confirmation,
(B) provides for the reimbursement by the debtors of
certain fees and expenses incurred by the Objectors, (C)
provides for the exchange of certain releases among various
parties and (D) contains certain provisions relating to the
possible payment by the debtors to Arch of a breakup fee.

MobileMedia filed a voluntary petition under Chapter 11 of
the U.S. Bankruptcy Code on Jan. 30, 1997. MobileMedia and
Arch executed their merger agreement on Aug. 19, 1998, and
certain amendments thereto on Sept. 3 and Dec. 1, 1998, and
Feb. 9, 1999.

On Dec. 2, 1998, MobileMedia also filed the Plan, which
provides for the merger. The Federal Communications
Commission approved the transfer of wireless-messaging
licenses from MobileMedia to Arch by an order dated Feb. 2,
1999, and released on Feb. 5, 1999.


NETS INC: Committee Seeks Final Decree
--------------------------------------
The Official Committee of Unsecured Creditors of Nets Inc.
moves for the entry of a final decree.  The Committee
alleges that the debtor's amended plan of liquidation has
been substantially consummated and that the case may be
closed.


PHP HEALTHCARE: AHCA Withdraws Sponsorship Of Plan
--------------------------------------------------
Ambulatory Healthcare Corporation of America ("AHCA") today
announced that it has formally withdrawn its sponsorship of
a reorganization plan for PHP Healthcare Corporation, which
filed Chapter 11 bankruptcy on November 19, 1998 in the
U.S. Bankruptcy Court for the District of Delaware. William
P. Danielczyk, President and Chief Executive Officer of
AHCA, stated, "Our due diligence team and advisors worked
expeditiously to structure a plan that, we believe, was
realistic and offered fair value to the various
stakeholders. Although the plan was received favorably by
some, we regret that we were unable to align priorities and
reach consensus among all of the constituencies." AHCA, a
Delaware Corporation headquartered in Manassas, Virginia,
operates outpatient service delivery systems which include
medical rehabilitation centers and affiliated provider
sites, home health agencies, ambulatory surgery centers,
and physician practices. AHCA was named one of the fastest-
growing private companies in the country by Inc. magazine,
which released its annual ranking of the Inc. 500 on
October 14, 1998.


PHP HEALTHCARE: Committee Taps The Bayard Firm as Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors of PHP
Healthcare Corporation seeks court approval to employ and
retain the Bayard Firm as Delaware Counsel for the Official
Committee of Unsecured Creditors of PHP Healthcare
Corporation.  

The Committee has selected The Bayard Firm to provide legal
advice to the Committee with respect to any sale of estate
assets, any disclosure statement and plan filed in the
case. The firm will prepare necessary legal documents for
the Committee and appear in court to present motion,
applications and pleadings.  The firm will charge its
current hourly rates which, for the attorneys representing
the Committee, range from $340 per hour to $180 per hour.


PHP HEALTHCARE: Seeks Extension of Exclusivity
----------------------------------------------
The debtor, PHP Healthcare Corporation, seeks a court order
extending the exclusive periods to file a Chapter 11 plan
and obtain acceptances thereof.  A hearing will be held on
March 31, 1999.

The debtor requests the entry of an order further extending
the Exclusive Filing Period through and including May 18,
1999 and the Exclusive Solicitation Period through and
including July 17, 1999.

Counsel to the Creditors' Committee has expressed to the
debtor's counsel that the Creditors' Committee does not
object to the requested extensions.  The debtor states that
it has made significant progress in the short duration of
this case, in consultation with its senior lender,
NationsBank NA and the Creditors' Committee, in resolving
many of the issues confronting the debtor, its creditors
and the estate.

The debtor has completed the sale of its interest in PHP
Health Services, as well as the sale of its interest in
Virginia Chartered Health Plan.  These transactions have
resulted in significant value accruing to the estate  The
debtor has also negotiated settlements related to its
contract business, including with Bethlehem Steel.  The
debtor has been diligently working on the preparation of a
chapter 11 plan.  Further, the debtor states that an
extension of the exclusive periods will not harm creditors
or parties in interest and is justified by the size and
complexity of the debtor's cases.


TELEGROUP INC: DIP Interim Order
--------------------------------
The Bankruptcy Court for the District of New Jersey entered
an order authorizing the debtor, Telegroup, Inc. to incur
debt up to an aggregate of $3 million under the DIP
facility, and the court approved a maximum credit line of
$5 million from Foothill Capital Corporation.  The final
hearing is set for March 23, 1999 at 2 PM.


THE PENN TRAFFIC: Seeks To Reject Leases
----------------------------------------
The debtors, The Penn Traffic Company, et al., seek court
authority to reject a certain 17 unexpired leases.  The
premises covered by the leases are currently vacant and not
required by the debtors in connection with their
operations.  In addition, the rejection of the leases will
eliminate over $250,000 per month in rent plus other
charges.  The lease rejections relate to P&C, Quality, BiLo
East, BiLo West and Big Bear locations.


THORN APPLE: Interim Financing Order
------------------------------------
Thorn Apple Valley (Nasdaq: TAVI) obtained an interim
financing order Thursday that will allow
it to meet its projected cash needs while operating under
the protection of Chapter 11. The banks have agreed to
provide Thorn Apple Valley with a credit line of $7 million
to allow it to continue to operate as it reorganizes. The
interim order will be in effect through June 1.

The company will soon be announcing several new changes.
Thorn Apple Valley has undertaken an extensive program
under the direction of Kansas State University to assure
that the company has the most comprehensive food safety
program in the United States.

Thorn Apple Valley is a manufacturer of processed meat
products headquartered in Southfield, Michigan. Thorn Apple
Valley has sales of about $500 million and employs more
than 3,000 people with plants in Michigan, North Carolina,
Arkansas and Oklahoma.


TRAK AUTO: Sold For $53.2 Million to HalArt
-------------------------------------------
The Washington Times reports on March 13, 1999 that  Trak
Auto Corp., the beleaguered Landover-based auto-parts
chain, was sold yesterday for $53.2 million to HalArt LLC,
a closely held Michigan company.

The sale ended an 11-month search by its previous owner,
Richmond food wholesaler and retailer Richfood Holdings
Inc., to find a buyer for the money-losing Trak.

HalArt, controlled by former Exide Corp. Chairman Arthur M.
Hawkins, paid $9 a share for Trak, a 29 percent premium
over Thursday's closing price of $7. Mr. Hawkins did not
respond to inquiries of his plans for the 175-store chain,
but  managers of area Trak stores said the name and current
employees will remain intact.

According to a Trak statement, Mr. Hawkins is pursuing a
roll-up strategy in which Trak will eventually be combined
with other auto- parts companies he is seeking in the
Midwest, Northwest and Mid- Atlantic regions.  Richfood
acquired the company last April when it purchased Dart
Group Corp. in Landover for about $207 million. Richfood
bought Dart, formerly controlled by local retail titan
Herbert Haft, solely to get control of discount grocery  
chain Shoppers Food Warehouse.

It quickly disposed of Dart's Total Beverage chain for
about $8.2 million last year. Richfood still owns Crown
Books Corp., currently in Chapter 11 bankruptcy protection.

"We've been at this a long time," said John Belknap,
Richfood's chief financial officer. "This is a good
development for us and our shareholders, and
a positive step for Trak." John Stokely, Richfood's
chairman and chief executive, said in a statement  
that the $53.2 million selling price was "consistent with
the valuation we established during the acquisition of
Dart."

Mr. Hawkins will have his hands full strengthening Trak's
position against industry leaders such as NAPA and Pep
Boys. Trak posted a profit of $1.07 million for its third
quarter ended Oct. 31, 1998 - its first quarterly profit  
in two years. But same-store sales, a measurement of
activity at outlets open more than a year, have steadily
declined. They fell 2.2 percent in 1998. The company said
in its quarterly filing with the Securities & Exchange  
Commission that its customer base is continuing to dwindle
in size.

"The do-it-yourself customer base is shrinking due to the
increased complexity of automobiles, the increased
incidence of leasing and the availability of well-
maintained lease vehicles entering the used-car market,"  
the company said.  The HalArt deal is expected to close by
June. Dart shares closed yesterday up 20 percent to $8.38
per share on Nasdaq. Richfood shares closed up $.44 to
$22.31 on the New York Stock Exchange.


WOODSON'S: Files For Chapter 11 Protection
------------------------------------------
The Pittsburgh Post-Gazette reports on March 13, 1999 that
the All-Star Grille Inc., the sports-theme restaurant owned
by former Steeler Rod Woodson, has filed for Chapter 11
bankruptcy reorganization protection.

"We're not closing. We're staying open," said Michelle
Leininger, general manager of the restaurant in Station
Square.  The court filing did not include an estimate of
assets or liabilities.  Attorney Jeffrey J. Morella said
that information wouldn't be available for a few weeks.
Morella said he couldn't release any further details on the
business until he's completed the necessary paperwork.

A recording on the restaurant's voice mail system yesterday
invited customers to come check out the 37 televisions and
March Madness, a reference  
to the ongoing NCAA basketball tournament. The recording
also promised a new menu coming in April.

When the All-Star Grille opened in August 1995, Rod Woodson
told the Post-Gazette he was the "100 percent owner" and
planned to spend a lot of time in the place. The 11,000-
square-foot restaurant had seating room for 320 people and
used a lot of black and gold in honor of the home football
team.  Woodson spent a decade as cornerback for the
Steelers before heading off to play for the San Francisco
49ers in 1997 and then going to Baltimore and the  
Ravens.


Meetings, Conferences and Seminars
----------------------------------
March 18-21, 1999
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Litigation Institute II
         Flamingo Hilton Hotel, Las Vegas, Nevada
            Contact: 1-771-535-7722

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

March 25-26, 1999
   The American Law Institute -- American Bar Association
   Committee on Continuing Professional Education
      Commercial Securitization for Real Estate Lawyers
         Doubletree La Posada Resort, Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS

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 5-6, 1999
   PRACTISING LAW INSTITUTE
      21st Annual Current Developments in
      Bankruptcy and Reorganization Conference
         PLI Conference Center, New York, New York
            Contact: 1-800-260-4PLI or info@pli.edu

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

April 19-20, 1999
   PRACTISING LAW INSTITUTE
      21st Annual Current Developments in
      Bankruptcy and Reorganization Conference
         Grand Hyatt, San Francisco, California
            Contact: 1-800-260-4PLI or info@pli.edu

April 22-23, 1999
   AMERICAN LAW INSTITUTE -- AMERICAN BAR ASSOCIATION
   COMMITTEE ON CONTINUTING PROFESSIONAL EDUCATION
      Conference on Revised Article 9 of
      the Uniform Commercial Code
         Sheraton New York Hotel, New York, New York
            Contact: 1-800-CLE-NEWS

April 22-25, 1999
   COMMERCIAL LAW LEAGUE OF AMERICA
      69th Annual Chicago Conference
         Westin Hotel, Chicago, Illinois
            Contact: 1-312-781-2000 or clla@clla.org   

April 26-27, 1999
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Bankruptcy Sales, Mergers & Acquisitions
         The Mark Hopkins, San Francisco, California
            Contact: 1-903-592-5169 or ram@ballistic.com   

April 28-30, 1999
   INTERNATIONAL FEDERATION OF INSOLVENCY PROFESSIONALS
      INSOL Bermuda '99 Conference of the Americas
         Castle Harbour Marriott Resort
            Contact: INSOL@weil.com

April 30-May 4, 1999
   INTER-PACIFIC BAR ASSOCIATION
      Annual Meeting and conference, including a one-day
      program on cross-border insolvencies
         Shangi-La Hotel, Bangkok, Thailand
            Contact: 011-66-2-233-0055

May 28-31, 1999
   COMMERCIAL LAW LEAGUE OF AMERICA
      51st Annual New England District Meeting
         Equinox Resort, Manchester Village, Vermont
            Contact: 1-413-734-6411   

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

July 1-4, 1999
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722
         
July 10-15, 1999
   COMMERCIAL LAW LEAGUE OF AMERICA
      105th Annual Convention
         Chateau Mont Tremblant, Mont Tremblant, Quebec
            Contact: 1-312-781-2000 or clla@clla.org

July 15-18, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Northeast Bankruptcy Conference
         Mount Washington Hotel & Resort
         Bretton Woods, New Hampshire
            Contact: 1-703-739-0800

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

August 29-September 1, 1999
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      1999 Convention
         Grove Park Inn, Asheville, North Carolina
            Contact: 1-803-252-5646 or info@nabt.com

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

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

                   *********

The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to
conferences@bankrupt.com are encouraged.  

Bond pricing, appearing in each Friday edition of the TCR,
is provided 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 1999.  
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
publishers.   

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  * * *