---

T R O U B L E D   C O M P A N Y   R E P O R T E R
     
      Thursday, June 4, 1998, Vol. 2, No. 109

                  Headlines

A.R.C. RESINS: Reports Financial Results for Year
A.P.S. HOLDING: Developing Comprehensive Reclamation Plan
A.P.S. HOLDING: Files Form 10-K/A with SEC
AMERICAN GAMING: Discloses Lawsuit
BIG RIVERS: Court Approves Modifications to plan

BONNEVILLE PACIFIC: A Too Generous Settlement?
BRUNO'S: Seeks Nod For Severance Program
CITYSCAPE FINANCIAL: Senior Notes Rating Lowered
CONSOLIDATED STAINLESS: Files 8-K Current Report with SEC
COUNTY SEAT: Prospectus Filed

FASTCOMM: Files Petition in Chapter 11
FOXMEYER DRUG: Trustee Seeks OK For McKesson Settlement
LONG JOHN SILVER: Traces Financial Difficulties
MC LIQUIDATING: Asset Purchase Agreement
MARVEL: Hearing Scheduled for Reorganization Plan

NIAGRA MOHAWK: To Sell $3 Billion in Bonds
NIAGRA MOHAWK: Files Prospectus Supplement
ORANGE COUNTY: Merrill Lynch Agrees to Pay $400 Million
PEGASUS GOLD: Files Form 14A Information with the SEC
REFAC TECHNOLOGY: Files Annual Report

TAPISTRON INTERNATIONAL: Registration Statement Effective
WEINERS STORES: Announces Annual Meeting
XCL: Announces Annual Meeting
                 
                     *********

A.R.C. RESINS: Reports Financial Results for Year
-------------------------------------------------
The Board of Directors of A.R.C. Resins International
announces its financial results for  the year ended
December 31st, 1997.  A.R.C. Resins International Corp.
operates through its wholly owned subsidiary A.R.C. Resins
Corporation ("ARC").  Consolidated revenues for the year
ended December 31st, 1997 were $23.1 million compared to
$25.1 million the previous year. The Company recorded a net
loss after discontinued operations of $11.4 million or
$0.36 per share in 1997  compared to a net loss of $1
million or $0.026 per share in fiscal 1996.

The large net loss for 1997 was mainly attributable to
significant write-offs of; deferred development costs,
licenses and intellectual property, inventory, and
discontinued operations; all booked and announced in the
3rd quarter of 1997.

Restructuring continued under the Canadian Bankruptcy and
Insolvency Act, with estimated costs of $1.5 million. A
provision of $2 million was made to expense the future
settlement of all Nexchem claims and lawsuits.

ARC's Foam operation, based in British Columbia, was closed
in 1997 and resulted in a loss from discontinued operations
of $3.7 million.


A.P.S. HOLDING: Developing Comprehensive Reclamation Plan
---------------------------------------------------------
Seeking a 120-day exclusivity extension, APS Holding Corp.
told the court that it is developing a comprehensive
program to resolve and make payment on valid reclamation
claims. The auto parts distributor is completing an
evaluation of the more than 45 reclamation demands received
and has shared the analysis with the company's lenders and
creditors' committee. The demands assert more than $19
million of liability against APS.  The company says it is
"entirely premature" to formulate a reorganization plan in
asking the court to extend the exclusive periods to Sept.
30 for filing a plan and Nov. 29, for soliciting
acceptances to the plan. "In a span of less than four
months, the Debtors have developed a preliminary long range
business plan setting forth detailed financial projections
and a comprehensive set of strategies designed to restore
profitability to their multifaceted enterprise," the
company asserted. (Courtesy of The Daily Bankruptcy Review
Copyright c June 3, 1998 - ABI 03-June-98 - Federal
Filings, Inc. 03-June-98)


A.P.S. HOLDING: Files Form 10-K/A with SEC
------------------------------------------
There were 13,790,110 shares of the Registrant's Class A
Common Stock outstanding as of the close of business on May
1, 1998. The aggregate market value of the Registrant's
Class A Common Stock held by non-affiliates was $10,664,316
(based upon the price of $1.13 on May 1, 1998 as reported
on the OTC bulletin board system).

Directors of A.P.S. Holding Corporation are elected
annually.  Those nominees slated for election are Hubbard
C. Howe, Wiley N. Caldwell, Michael J. Dubilier, Donald J.
Gogel, H. Jack Meany, and Jerry K. Myers.


AMERICAN GAMING: Discloses Lawsuit
----------------------------------
American Gaming & Entertainment, Ltd. reported that, as
previously disclosed in the company's Annual Report on Form
10-KSB for the year ended Dec. 31, 1996, IGT-North America
is not receiving any payments from AMGAM Associates  
a wholly-owned subsidiary of the company currently in
bankruptcy, on  AMGAM's debt to IGT for certain slot
machines under an installment sales  contract.

On Nov. 2, 1995 IGT filed a complaint against the company
in the Circuit Court of Harrison County, Mississippi,
Second Judicial District seeking a judgement against the
company under the IGT Guaranty of (i) the principal amount
of approximately $3,306,000 plus accrued interest and (ii)
reasonable attorneys  fees. The company responded to such
complaint by arguing that the IGT Guaranty should be found
to be unenforceable if IGT has failed to properly perfect a  
security interest in such slot machines. As previously
disclosed in the  company's Quarterly Report on Form 10-QSB
for the period ended Sept. 30, 1997,  on Oct. 13, 1997 the
company paid IGT $375,000, which amount had been  
previously accrued, to settle such lawsuit.

IGT has alleged that such settlement was contingent on the
company and Shamrock Holdings Group, Inc., the company's
major stockholder and creditor, and related entities
waiving any claim to payments made by President Mississippi
Charter Corp. to AMGAM relating to the purchase of IGT slot
machines from AMGAM. As of May 26, 1998, Shamrock had
refused to waive such claim.

On May 26, 1998, IGT filed a motion for summary judgement
in the Circuit Court of Harrison County, Mississippi,
Second Judicial District seeking a judgment against the
company under the IGT Guaranty of (i) the principal amount
of approximately $3,306,000 plus accrued interest of  
approximately $864,000 and (ii) attorneys fees of
approximately $108,000. To the extent (i) funds are not
paid to IGT pursuant to a plan of liquidation in the
bankruptcy proceeding of AMGAM and (ii) the IGT Guaranty is
enforceable against the company, the company's business and
financial condition would be  materially adversely
affected. Management is unable, with any degree of  
certainty, to predict the outcome, or to estimate the
amount of liability, if  any, that may result from this
action.


BIG RIVERS: Court Approves Modifications to plan
-------------------------------------------------
In a move that puts the LG&E Energy/Big Rivers Electric
Corporation business transaction closer to final  
approval, United States Bankruptcy Judge Wendell Roberts
yesterday approved  modifications to Big Rivers' plan of
reorganization.

Attorneys for Big Rivers presented the plan modifications
that include changes made to satisfy the April 30th
Kentucky Public Service Commission (PSC)  order and to
address the resolution of the unforeseen cost issue raised
by the  PSC in a November 1997 hearing.

"This has been a long, tough road for all the parties
involved with Big Rivers," said James G. Bruen of the U. S.
Department of Justice and counsel for the Rural Utilities
Service.  "This hasn't been easy on any one of the
parties,  but at the completion of this process, Big Rivers
should have a strong  financial base and the ability to
compete in the new and changing electric  utility
industry."

"The support of the RUS has been critical to our success,"
said Michael Core, Big Rivers' president and chief
executive officer.  "We have worked very closely with them
throughout the entire process.  Now, we are close to being
a financially viable company, ready to better serve the
needs of our member distribution systems and their
customers."
   
"We are obviously pleased to be near final approval of the
transaction," said George W. Basinger, LG&E Energy's senior
vice president, power operations.   "We are confident that
the modifications approved yesterday will satisfy the  
conditions required by the Kentucky PSC when they issued
their approval of the project in April."


BONNEVILLE PACIFIC: A Too Generous Settlement?
----------------------------------------------
A Bonneville Pacific shareholder, who some say made
millions speculating in the bankrupt company's bonds, is
attacking trustee Roger Segal for being too  generous with
company creditors.   C. Derek Anderson, a California
investor who owns 275,000 shares of Bonneville Pacific, is
trying to block the U.S. Bankruptcy Court appointed  
trustee from paying some $45 million in back interest to
unsecured creditors.

Anderson wants Bonneville to keep the money and use it for
working capital once it emerges from bankruptcy.
"This problem {of what to do with the money} has arisen
because of the tremendous success of the trustee in
administering the Bonneville Pacific estate," says
Anderson's attorney, Noel Hyde of Salt Lake City.

Segal, who was named trustee of the company in 1992,
marshaled the company's  remaining assets. He brought more
than $150 million into the company from a  series of legal
settlements with a host of bankers, accountants and
lawyers who  he believed played a role in the failure.

He proposed a reorganization plan in April that could have
the company back on its own before the end of 1998.
As part of the plan that was worked out by negotiating with
those owed money, Segal has proposed to pay most unsecured
creditors 100 percent of what Bonneville owes, plus "post-
petition interest," interest earned from Bonneville debt
after it filed for bankruptcy.

Anderson argued in an adversary proceeding filed in
December with the U.S. Bankruptcy Court that because
Bonneville was insolvent from 1991 until 1996, no interest
should have accumulated for unsecured creditors who
are owed an  estimated $170 million. He wants the money
kept in the company.

A bankruptcy court judge in March dismissed Anderson's
request. He has now appealed to the U.S. District Court for
Utah.   Responding to the appeal, Segal says Anderson
bought Bonneville debentures for pennies on the dollar
after it filed for bankruptcy and later sold them
for millions. He then purchased company stock.

"Anderson, not being satisfied with his enormous profits
made to date from the Bonneville bankruptcy proceeding, has
made it clear that he intends to object to confirmation of
the trustee's plan" and possibly propose a plan
of  his own, Segal told the U.S. District Court in asking
that Anderson's appeal be dismissed.  (Salt Lake Tribune-   
06/02/98)


BRUNO'S: Seeks Nod For Severance Program
----------------------------------------
Bruno's is seeking approval for a $3.7 million severance
plan for 110 key employees.  The supermarket operator
asserted that "[a]n environment in which employees fear for
the security of their jobs and for the future and stability
of their employer is de-stabilizing and not conducive to
optimal work productivity. (Federal Filings, Inc. 03-June-
98)


CITYSCAPE FINANCIAL: Senior Notes Rating Lowered
------------------------------------------------
Standard & Poor's today lowered its senior note rating on
Cityscape Financial Corp. to single-'D'/default from
triple-'C' and removed the rating CreditWatch, where it was
placed May 1, 1998.   The rating actions follow the
announcement that Cityscape Financial intends to file a
Chapter 11 petition and a prepackaged bankruptcy filing
within 60 days.  The company also intends to seek approval
of its disclosure statement and confirmation of its
bankruptcy filing plan shortly thereafter. Moreover, the
company deferred its June 1, 1998 interest payment
on its senior notes and  continued to defer the May 1, 1998
interest payment on its convertible  debentures.  The
continued deferral of the convertible interest payment  
constitutes an event of default pursuant to the indenture
under which such  securities were issued, Standard & Poor's
said.


CONSOLIDATED STAINLESS: Files 8-K Current Report with SEC
---------------------------------------------------------
For the month of March, 1998, Consolidated Stainless
reported a net loss of (834,193) on a net revenue of
$1,925,592.


COUNTY SEAT: Prospectus Filed
-----------------------------
County Seat Stores Inc. files an amendment to form S-1 with
the SEC. The Prospectus filed with the SEC relates to the
offering from time to time of up to 10,000,000 shares of
Common Stock, par value $.01 per share that were issued by
County Seat Stores, Inc. to the general unsecured creditors
of the Company pursuant to the Company's Plan of
Reorganization dated August 22, 1997.

The Plan of Reorganization became effective on October 29,
1997. Pursuant to the Plan of Reorganization, 20,000,000
shares of Common Stock (including the shares subject to
this Prospectus) were issued following the Effective Date.
As of March 16, 1998, these 20,000,000 constituted
all of the shares of Common Stock outstanding. Under the
terms of the Plan of Reorganization, the shares were issued
to a Disbursing Agent to be disbursed to creditors upon
final settlement of their respective claims.

This prospectus is being filed as part of a registration
statement required under a Registration Rights Agreement
dated as of January 8, 1998 among the Company and certain
holders of the Common Stock. The Shares of Common Stock
held by the Selling Stockholders and covered by this
prospectus are referred to as the "Shares".

    
FASTCOMM: Files Petition in Chapter 11
--------------------------------------
FastComm Communications Corp. announced today that the  
Company has filed a voluntary petition for reorganization
under Chapter 11 in the United States Bankruptcy Court for
the Eastern District of Virginia. Under Chapter 11, the
Company continues to operate under court protection from  
creditors while seeking to work out a plan of
reorganization. This filing was unanimously approved by the
FastComm Board of Directors.

FastComm stated its filing was a direct result of
enforcement activities by a judgment creditor.
"It is unfortunate that the Company had to file for
protection," said FastComm President Peter C. Madsen. "It
is important to note that this action is in response to an
act by a disputed creditor. I strongly believe that the  
judgment awarded this creditor had no basis in fact or law
and that the Company will be successful on appeal, which it
intends to vigorously, pursue. The Company plans to
continue operations and conduct its business as usual and  
emerge from Chapter 11 as quickly as possible."


FOXMEYER DRUG: Trustee Seeks OK For McKesson Settlement
-------------------------------------------------------
FoxMeyer's Chapter 7 Trustee is seeking court approval to
settle various disputes under the 1996 asset purchase
agreement among FoxMeyer, McKesson Corp., and FoxMeyer
Health Corp., now known as Avatex Corp.  The disputes
primarily relate to the amount and sharing of "chargeback"
collections, access to FoxMeyer's records, and McKesson's
attempt to collect/credit debit balances (excluding
chargebacks) owed by vendors.  Trustee Bart A. Brown Jr.
said the settlement is the product of several
months of arm's-length negotiations with McKesson, which
purchased most of the wholesale drug distributor's assets
on Nov. 8, 1996. (Federal Filings Inc. 03-June-98)


LONG JOHN SILVER: Traces Financial Difficulties
-----------------------------------------------
Long John Silver's Inc. traced its financial difficulties
to the 1989 buyout by senior management that took the
company private. Spokesman Bruce Hinton said the company
has been saddled with large debt since that time. Long John
Silver's was formerly a division of Jerrico. A deal with
Triarc Companies, the owner of Arby's restauarants, to sell
Long  John Silver's for $525 million in September 1994 fell
through after interst rates changed, Hinton said.

John Cranor, Chairman and Chief Executive officer said the
company has asked the court for permission to arrange
$65 million in financing from a group of lenders, including
The Chase Manhattan Bank.  Chase Manhattan is among the
banks that hold the stock of QSC Inc., which in turn holds
all the voting stock of Lohn John Silver's.

Cranor said the company has closed offices, reduced staff
and made numerous marketing changes to turn its finances
around. But even with three consecutive quarters of sales
and profit growth, the company has been unable to get new
working capital.

A lawsuit filed in May accused Long John Silver's of breach
of contract and fraud for allegedly failing to pay for more
than $3 million worth of "Lost in Space" toys.   The
company sparked protests from the Fraternal Order of Police
last year with an advertising campaign that used the slogan
"Grab and go." A West Virginia company later sued saying it
had a trademark claim on the slogan. The company employs
about 18,000 people.


MC LIQUIDATING: Asset Purchase Agreement
----------------------------------------
MC Liquidating Corporation of Washington is filing its
financial and operating report for the month of December
1997 as filed with the United States Bankruptcy Court for
the Eastern District of Michigan administering the
Company's bankruptcy pursuant to Rule 2015 of the Federal
Rules of Bankruptcy. On May 21, 1998, the Bankruptcy Court
approved the sale of certain of the Company's assets used
in the Company's teleconferencing customer accounts and
related operations to Intercall, Inc. for approximately
$400,000  pursuant to the Asset Purchase Agreement dated
May 1, 1998 entered into between the two companies.


MARVEL: Hearing Scheduled for Reorganization Plan
-------------------------------------------------
Delaware District Court Judge Roderick McKelvie has
scheduled a hearing for June 29-July 1 on the Marvel
Entertainment Group Inc. reorganization plan, Judge
McKelvie will determine wither Toy Biz Inc.'s
reorganization plan to merge with Marvel meets the
requirements of the Bankruptcy Code. The original May
4 hearing date was derailed by a bankruptcy trustee who
sought and won a better deal for Marvel shareholders.
Objections to the plan are expected from bondholders of
Marvel's parent, who led by financier Carl Icahn, took
control of Marvel last year until it had to
relinquish the company to the trustee this year.


NIAGRA MOHAWK: To Sell $3 Billion in Bonds
------------------------------------------
Niagara Mohawk Power Corp. is boosting its planned  
bond sale by 73 percent to $3.45 billion, investors say,
making it the third-biggest junk-rated sale ever.

It will be the biggest junk sale of the 1990s and the
biggest sale ever by a utility, according to Securities
Data Co. of Newark, N.J. The only bigger junk  bond sales
came from RJR Holdings, which issued $4.1 billion in May
1989 and $3.8 billion in February 1989.

Niagara Mohawk will use the money to buy back contracts
that required it to purchase power at above-market rates
from independent producers. Those contracts nearly threw
the company into bankruptcy two years ago.

Moody's Investors Service Inc. rates these notes "Ba3."
Standard & Poor's Corp. rates the company's senior
unsecured bonds "BB-." Both ratings are three notches below
investment grade. Bonds are considered junk when they carry  
ratings below "Baa3" by Moody's and "BBB-" by S&P.


NIAGRA MOHAWK: Files Prospectus Supplement
------------------------------------------
All of the 15,674,149 shares of common stock, par value
$1.00 per share, of Niagara Mohawk Power Corporation, a New
York Corporation, offered hereby are being sold by
the Company. All of the net proceeds to the Company from
the Offering will be used by the Company to pay certain
independent power producers as partial consideration
pursuant to the Master Restructuring Agreement dated July
9, 1997, as amended.

Consummation of the Offering will occur concurrently with
and is conditioned upon consummation of (i) the Master
Restructuring Agreement; and (ii) the offering by the
Company of $3.45 billion principal amount of senior
unsecured debt consisting of $2.95 billion of senior notes
and $500.0 million of senior discount notes and together
with the Senior Notes, for estimated net proceeds to the
Company of approximately $3.272 billion.

A full-text copy of the filing is available via the
Internet at no charge at:

http://www.sec.gov/Archives/edgar/data/.0001047469-98-
022336.txt on the SEC's Web site.


ORANGE COUNTY: Merrill Lynch Agrees to Pay $400 Million
-------------------------------------------------------
Merrill Lynch & Co. agreed to pay Orange County $400  
million Tuesday to settle allegations the Wall Street firm
gave the county bad advice before it filed for bankruptcy
in 1994.  The county had sued Merrill Lynch for $2 billion.
The case had been scheduled for trial in September.

"This has been a long and difficult period for the people
of Orange County. We are very pleased that in a spirit of
mutual cooperation we were able to negotiate an end to this
lengthy and contentious litigation," said Thomas W.  
Hayes, former state treasurer, who led the county's suit.


PEGASUS GOLD: Files Form 14A Information with the SEC
-----------------------------------------------------
Pegasus Gold Inc. announces the 1998 Annual General Meeting
of Shareholders will be held in the International A Room,
Delta Pacific Conference Centre, 10251 St. Edwards Drive,
Richmond, British Columbia, Canada, on Tuesday, June 30,
1998, at 10:30 a.m. (PDT), (the "Annual Meeting") for the
following purposes:

(1) To receive the report of the directors, the audited
consolidated financial statements of the Company, and the
report of the auditors for the fiscal year ended December
31, 1997.

(2) To elect three directors to hold office for a term of
three years each or until their respective successors are
elected and qualified.

(3) To appoint auditors for the ensuing year and to
authorize the directors to fix the remuneration to be paid
to the auditors.


REFAC TECHNOLOGY: Files Annual Report
-------------------------------------
Refac Technology Development Corp files its Form 10K for
the year ended December 31, 1997 with the SEC.  The company
reports aggregate market value of the voting stock held by
non-affiliates of the registrant as of March 20, 1998 was
$33,846,239.  The number of shares outstanding of the
registrant's Common Stock, par value $.10 per share, as of
March 20, 1998 was 3,793,761.

A full-text copy of the filing is available via the
Internet at no charge at:

http://www.sec.gov/Archives/edgar/data/0000082788-98-
000006. txt on the SEC's Web site.


TAPISTRON INTERNATIONAL: Registration Statement Effective
--------------------------------------------------------
Tapistron International, Inc. announced that its Form S-1
Registration Statement, for 18,166,666 shares of its common
stock, par value $.0004, filed with the Securities and
Exchange Commission went effective at 5 P.M., EDT, on
Friday May 29, 1998.


WEINERS STORES: Announces Annual Meeting
----------------------------------------
Weiners Stores, Inc. files a notice with the SEC that the
Annual Meeting of Stockholders of Weiner's Stores, Inc.
will be held at Wyndham Greenspoint Hotel,12400 Greenspoint
Drive, Houston, TX 77060 on Thursday, June 25, 1998 at 8:30
A.M., for the following purposes:

1. To elect the seven members of the Board of Directors,
each to serve until the next annual meeting of stockholders
and until their respective successors are elected and
qualified or until their earlier resignation or removal;

2. To ratify the appointment of independent public
accountants for the Company and its subsidiary for the
fiscal year ending January 30, 1999;

Based on the total number of shares of Common Stock
required to be issued pursuant to the Company's Amended
Plan of Reorganization under Chapter 11 of the Bankruptcy
Code dated June 24, 1997, as amended. The
Plan required the Company to issue an aggregate of
18,600,000 shares of Common Stock (excluding 400,000 shares
of Restricted Stock issuable pursuant to the Weiner's
Stores, Inc. 1997 Stock Incentive Plan, assuming the
allowed amount of all claims filed against the Company by
its general unsecured creditors will not exceed
$85,200,000, the Company's current estimate of the total
amount needed to settle such claims. As of March 31, 1998,
approximately 319,000 shares of Common Stock are held in a
Reserve pending the resolution of certain Disputed Claims
pursuant to the Plan.


XCL: Announces Annual Meeting
-----------------------------
XCL  Ltd. announces its Annual Meeting to be held  at  
10:00  a.m., on Tuesday, June 30, 1998, George Bush
Intercontinental Airport, 15747 JFK Boulevard, Houston,
Texas 77032.

At the Annual Meeting there will be an election for
members  of  the  Board  of Directors; a proposal  to  
amend  the Company's  Amended and Restated Certificate of  
Incorporation  to (A) eliminate the requirement for (i)
Common Stockholders to vote on  amendments  affecting  the
currently  outstanding  shares  of Serial  Preferred  Stock
and (ii) stockholders  to  ratify  Bylaw amendments adopted
by the Board, and (B) to require the  approval
of  at  least  a  majority of the outstanding shares  of  
Amended Series A Preferred Stock for the creation of a
class of Preferred Stock  equal  in  preference to the
Amended  Series  A  Preferred Stock;  a  proposal  to  
ratify the  Board's  amendments  of  the Company's  Bylaws
(i) to change the month in which the  Company's
Annual Meeting of Shareholders is scheduled and (ii) to
eliminate the  requirement  for  stockholders to  ratify  
Bylaw  amendments adopted by the Board, and any other
relevant matters.

                  *********

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.  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  * * *