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T R O U B L E D   C O M P A N Y   R E P O R T E R
      
   Wednesday, September 2, 1998, Vol. 2, No. 172
                  
                Headlines

ACDC INC: Committee Taps Dinsmore & Shohl LLP
AVATEX CORP: Court Rules McKesson's Request Premature
BARNEY'S: Consensual Plan Filed
CAJUN ELECTRIC: Trustee Wants Ruling Reconsidered
CROWN BOOKS: Auction for Store Closings Reported

DOEHLER-JARVIS: Harvard's Toledo Unit Seeks Asset Sale
FPA MEDICAL: California Tries to Block DIP Financing
FPA MEDICAL: Committee Supports Debtor's Extension
FPA MEDICAL: Committee Taps M.R. Weiser, Accountants
INTERNATIONAL META: Requests Conversion to Chapter 7

KIA MOTORS: Creditor to Postpone Auction
LEVITZ FURNITURE: Proposes Sale of Westminster Property
LYNX GOLF: TearDrop(TM) Golf Announces Letter of Intent
MARVEL ENTERTAINMENT: Judge Warns He Will Resolve Dispute
MILFORD RESOLUTION: Disclosure Statement Approved

MOTOROLA: Sells Stake In Thailand's Ucom Shareholder
NEXTWAVE: Wins Okay To Hire 2 Law Firms
PARAGON TRADE: Responds to Clariant Corporation Complaint
PEGASUS GOLD: Bondholders, Banks Continue Plan Talks
PEGASUS GOLD: Settlement Agreement with Citibank

SILAS CREEK: Seeks Approval of Settlement
STRAIGHTLINE MANUFACTURING: Files Chapter 11
UNISON HEALTHCARE: Opposes Appointment of Examiner

                   *********

ACDC INC: Committee Taps Dinsmore & Shohl LLP
---------------------------------------------
The Creditors' Committee of ACDC, Inc., seeks court
approval of its employment of Dinsmore & Shohl, LLP, as its
attorney.  The firm will give the Committee legal advice
with respect to its duties and powers in this case, and
will assist the Committee in the investigation of the acts,
and financial condition of the debtor and the operation of
the debtor's business.  The firm will participate in the
formulation of a plan and assist the Committee in
requesting the appointment of a trustee or examiner, if
necessary, and will perform other legal services as may be
required.  The firm's hourly billing rate ranges from $210
per hour for a partner to $75 per hour for a paralegal.


AVATEX CORP: Court Rules McKesson's Request Premature
-----------------------------------------------------
The court overseeing FoxMeyer Drug Co.'s Chapter 7
proceedings rejected as "premature" McKesson Corp.'s bid
for a ruling that Avatex has no right to bring claims as a
shareholder of FoxMeyer Corp. against McKesson and other
drug manufacturers in the pending Texas litigation.
McKesson argued for partial summary judgment that as a
matter of corporate law, all the claims in the Texas action
are derivative claims, and as such belong to FoxMeyer, not
its shareholder, Avatex (formerly known as FoxMeyer Health
Corp.)  In a decision which came more than a year after
McKesson's motion was filed and two months after oral
argument was held, the U.S. Bankruptcy Court in Wilmington,
Del., denied the motion and told the parties to "return
their attentions to Texas, and move that proceeding forward
as much as possible."(Federal Filings Inc. 01-Sept-98)


BARNEY'S: Consensual Plan Filed
-------------------------------
Barney's, Inc., Whippoorwill Associates, Bay Harbour
Management L.C. and the Official Committee of Unsecured
Creditors announced today that a consensual plan of
reorganization has been filed with the United States
Bankruptcy Court. The plan filed today remains
substantively unchanged from the previously announced
agreement in principle and provides an  infusion by
creditors of up to $68 million in cash equity.
The Company is seeking to obtain a new loan facility in
conjunction with the consummation of the plan, which
combined with the cash equity infusion by creditors should  
secure a sound financial structure and ample liquidity for
the Company's  ongoing operations.

According to Barneys President and C.E.O. Thomas C. Shull,
"Over the past year Barneys has achieved a dramatic
turnaround with a nearly $20 million EBITDA improvement
over last year.  Now that financial terms of our
reorganization have been agreed upon, we look forward to
emerging from Chapter 11 and continuing our efforts to
elevate the Company to the high level of the Barneys  
brand.  We are pleased that the major constituencies were
able to work together to develop a consensual plan."

A confirmation hearing for the plan of reorganization is
expected to be scheduled in early December.

Barney's Inc. and certain of its subsidiaries filed
voluntary petitions under Chapter 11 of the Bankruptcy*
Code on January 10, 1996.  Barney's, Inc. employs  
approximately 1,500 associates in seven stores in New York
City and Manhasset,  New York; Beverly Hills, California;
Chicago, Illinois; Chestnut Hills,  Massachusetts; and
Seattle, Washington; 13 outlet stores; and corporate
offices  in New York and a distribution center in
Lyndhurst, New Jersey.  


BOSTON CHICKEN: Bankruptcy Filing Possible
------------------------------------------
Boston Chicken Inc. has broadened its language about the
possibility of filing for bankruptcy in its latest Form 10-
Q filed Aug. 26.   Previous Securities and Exchange
Commission filings, including a Form 8-K filed June 26,
indicated that any Chapter 11 filing would be the result of
an "acceleration of senior debt of Boston Chicken or other
attempted exercise of remedies by creditors," under the
master lease agreement or revolving credit facility.  
Officials with the fast-food restaurant chain again
distanced themselves from the possibility of a Chapter 11
filing but acknowledged the changed language. (Federal
Filings, Inc. 01-Sept-98)


CAJUN ELECTRIC: Trustee Wants Ruling Reconsidered
--------------------------------------------------
The trustee overseeing Cajun Electric Power Cooperative
Inc.'s bankruptcy case wants a federal appeals court to
reconsider its reversal of a federal judge's
disqualification of Southwestern Electric Power
Co.'s $940.5 million bid to buy Cajun out of bankruptcy.

On Aug. 11, a three-judge panel of the 5th U.S. Circuit
Court of Appeals reversed U.S. District Judge Frank
Polozola's June 16 disqualification of SWEPCO's bid.
Polozola had ruled that Shreveport-based SWEPCO violated  
bankruptcy law last year by paying $1 million to seven
rural power cooperatives.

Those co-ops are creditors in the Cajun bankruptcy case and
get their electricity from Baton Rouge-based Cajun. The co-
ops backed SWEPCO's appeal of Polozola's ruling. The judge
said the $1 million payment amounted to vote buying. He
ordered the co-ops to return the money and referred the
matter to federal prosecutors for a review into possible
criminal violations.

An attorney for Cajun trustee Ralph Mabey has asked the
entire 5th U.S. Circuit to rehear the case and reverse the
appeals court panel.

Mabey contends that SWEPCO's $1 million payment was
intended to influence the co-ops' votes as creditors.
SWEPCO denies Mabey's vote-buying allegations,  claiming
the co-ops already were supporters of its plan to buy
Cajun and that the money was an innocent payment meant to
help the co-ops defray legal costs.

U.S. Bankruptcy Judge Gerald Schiff of Opelousas found no
impropriety in the payment after hearing six days of
evidence and arguments last summer. Polozola  reversed
Schiff.

In documents filed at the 5th Circuit, Baton Rouge lawyer
David Rubin, who represents Mabey, argues that the
appellate court panel's decision "sets the 5th Circuit
alone in permitting manipulation of the bankruptcy process
by bidders for estate assets."

In addition to SWEPCO's bid, Louisiana Generating has
offered $1.188 billion in cash and Enron Capital & Trade
Resources Corp. has bid $932.8 million for Cajun. SWEPCO
and Enron have said that with adjustments, their bids are
worth roughly $1 billion.

Mabey has endorsed the bid of Louisiana Generating - a
partnership of NRG Energy Inc., Zeigler Coal Holding Co.
and Southern Energy International.(Advocate Baton Rouge-
08/29/98)


CROWN BOOKS: Auction for Store Closings Reported
------------------------------------------------
On July 14, 1998, Crown Books Corporation and its
subsidiaries, Crown Books East Corporation, Crown Books
West Corporation, Crown Books National Corporation,  
Super Crown Books Corporation and Crown DHC Corporation
filed voluntary petitions for relief under Chapter 11 of
the United States Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware.

On July 22, 1998, the debtors-in-possession in the Cases,
filed with the Court a motion seeking an order approving
the  closing of certain of the debtors-in-possession'
retail stores. On August 12, the auction contemplated by
the Motion was conducted. A joint venture among  
Schottenstein Capital Group, LLC, Gordon Brothers Retail
Partners, LLC and the  OZER Group, LLC was the successful
bidder. The Court held a hearing to consider the Motion on
August 14, 1998. Following the hearing, the Court
entered an order substantially granting the relief
requested in the Motion, subject to the resolution of
certain objections to the Motion then pending.  Such
objections were resolved on August 20, 1998.
(States SEC 08/31/98)


DOEHLER-JARVIS: Harvard's Toledo Unit Seeks Asset Sale
------------------------------------------------------    
Harvard Industries Inc.'s Doehler-Jarvis Toledo Inc. unit
is seeking approval to sell its manufacturing facility and
office building in Toledo, Ohio, and related assets to J&G
Industries Inc. for about $3.8 million. The auto parts
maker said the proceeds would enable the companies to
reduce the debt and interest expense on their debtor-in-
possession credit facility and relieve the subsidiary of
its obligation to pay future property taxes, insurance and
maintenance costs and utilities in connection with the
assets. Doehler-Jarvis Toledo mothballed the facility after
ceasing manufacturing operations in June. A hearing on the
proposed sale, which is subject to higher bids, is
set for Sept. 11. (The Daily Bankruptcy Review and ABI
Copyright c September 1, 1998)


FPA MEDICAL: California Tries to Block DIP Financing
----------------------------------------------------
The California Department of Corporations (DOC) last week
filed papers in the U.S. District Court in Delaware seeking
a stay of the $50 million debtor-in-possession (DIP)
financing agreement for FPA Medical Management Inc.,
according to Reuters. The DOC is seeking a stay until it
can appeal what it says are violations of the state's
health care provider law. The DOC claims that FPA's
California affiliate illegally transferred money to FPA
some time before it and its affiliates filed chapter 11
this summer. The DIP financing was arranged by a syndicate
led by BankBoston. When FPA filed in July, it listed assets
of $46 million and liabilities of $346 million. The filing
was one week after the DOC issued a cease and desist order
against FPA of California after it learned of the transfer
of $32 million to the parent company earlier in the year.
In an August 20 order approving the financing, Hon. Peter
Walsh said that "because it seems to me that the relief
being sought by California is fundamentally at odds with
the bankruptcy law scheme, I conclude that the Bankruptcy
Code trumps the California position on this particular
issue of the cease and desist order." FPA Medical expects
to file its reorganization plan by September 30, and a
confirmation hearing was scheduled for December 9.


FPA MEDICAL: Committee Supports Debtor's Extension
---------------------------------------------------
The Official Committee of Unsecured Creditors' of FPA
Medical Management, Inc., et al. files its response in
support of the debtors' motion to extend the time to assume
or reject unexpired leases of nonresidential property.  The
Committee believes that sufficient cause exists authorizing
an extension of time for the debtors to assume or reject
their leases of non-residential real property.

Due to the magnitude and complexity of these bankruptcy
cases and the large number of non-residential real property
leases to analyze, neither the debtors nor the Committee
have had a reasonable period of time to determine which
sites they will close and whether any of the leases have
any value to the debtors' estates.  The Committee states
that it is too early to determine whether the debtors will
be able to successfully reorganize. The Committee supports
the debtors' position that the lessors under the leases and
subleases will not suffer any unnecessary harm or undue
prejudice if the period to assume or reject is extended.


FPA MEDICAL: Committee Taps M.R. Weiser, Accountants
----------------------------------------------------
The Official Committee of Unsecured Creditors of FPA
Medical Management, inc., et al. applies to the court for
an order approving the appointment of M.R. Weiser & Co. LLP
as accountants and financial advisors to the Official
Committee of Unsecured Creditors.  The Committee is seeking
to retain M.R. Weiser to ascertain the viability of the
debtors; to review and analyze the debtors' projections and
feasibility of same, to review the books and records, and
billing and collection procedures of the debtors, to
analyze the debtors' operating controls for cash receipts
and disbursements, to review the debtors' budgets, and to
analyze the debtors' historical financial information.  
M.R. Weiser's billing rates range from $340 for a partner
to $90 per hour for a paraprofessional.


INTERNATIONAL META: Requests Conversion to Chapter 7
----------------------------------------------------
International Meta Systems, Inc. requests the court to
convert the case to a proceeding under Chapter 7 of the
U.S. Bankruptcy Code.

Creditor Michael McCarthy is seeking the appointment of a
Chapter 11 Trustee in place of the officers and the board
of directors, and McCarthy opposes and objects to the
motion of the debtor to convert the case to a Chapter 7.

McCarthy states that a conspiracy and plan exists by Lee
Hoevel, president until August 21, 1998 and Hanan Potash,
vice president and chief engineer until about the same
date, pursuant to which the operating business assets of
the debtor are and have been stolen, converted and
misappropriated by Hoevel and Potash.

The creditor states that the "conspirators" stole and
converted the computer equipment, computer tapes and
intellectual property of the debtor.  The creditor states
that the conspirators did this in order to employ in their
own new competing business substantially all of the
debtor's employees.  The creditor also believes that Martin
Albert, Chairman of the Board of Directors is a member of
the "conspirators," and has manipulated the Board into
approving a plan to kill the debtor.


KIA MOTORS: Creditor to Postpone Auction
----------------------------------------
The auction for Kia Motor Corp. appeared to have collapsed
Sunday amid reports that its largest creditor bank planned
to cancel the sale Monday.

The government-owned Korea Development Bank and other
creditor banks were reportedly planning to hold another
auction after all four bidders, including  Ford Motor Co.
and South Korea's three other carmakers, either bid
too low or  demanded write-offs of most of Kia's debts.

Ford has protested the bidding process, claiming lack of
transparency, according to a report in the Monday issue of
Chosun Ilbo, South Korea's largest newspaper. Ford owns 9.5
percent of the stock in Kia but controls 16.9 percent
of the company, including 7.4 percent owned by Mazda Motor
Corp., which is one- third owned by Ford.

Members of a committee that includes Andersen Consulting
and Banque Nationale de Paris SA were reported to have
decided to abort the auction after Samsung Motor Co.
appeared to have won the bidding. The losers, beside Ford,  
included Hyundai and Daewoo Groups, South Korea's first and
third-largest chaebol, or conglomerates, whose motor
companies rank first and second, respectively, in South
Korea.

Samsung Motor, which began manufacturing cars in March,
considered the takeover of Kia as its only chance for
survival. The company was reportedly considering legal
action to reinstate its bid as the winner. Samsung Group,  
South Korea's second-largest chaebol, has invested more
than $2 billion in facilities but has so far sold only
about 10,000 cars, built with technology from Nissan Motor
Co.

Samsung led the bidding, major newspapers here reported
over the weekend, with the highest offers per share for
both Kia and its sister company, Asia Motors Co., which
manufactures trucks, vans and buses. Daewoo reportedly came  
in second.

Both Samsung and Daewoo, however, were reportedly
disqualified after asking for cancellation of a large
portion of Kia's debt, which totals at least $10  
billion. Ford and Hyundai were disqualified earlier,
according to South Korean newspapers, for bidding below the
value of the stock. Hyundai's bid was reportedly the
lowest.

The results of the bidding were to have been announced
Tuesday, but Kia's court-appointed chief, Yoo Chong Yul,
wants creditor banks to decide how much of the debt may be
written off and announce a new auction on Sept.
11, according to the Monday issue of Hankook Ilbo. Bidding
would be open until Sept. 21 and the winner announced Sept.
26, the paper reported.

Kia executives have indicated they want Ford to win the
bidding, largely because Ford would attempt to rescue the
company while South Korean manufacturers would merge Kia
lines with their own. Kia, Korea's second-largest
carmaker until last year, has made compact cars for Ford,
notably the Festiva, which is sold locally as the Kia
Pride. (International Herald Tribune - 08/31/98)


LEVITZ FURNITURE: Proposes Sale of Westminster Property
-------------------------------------------------------
The debtors, Levitz Furniture Incorporated, et al., is
seeking court authorization for the sale of certain
property located in Westminster, Colorado to Home Depot,
subject to higher and better offers.  

Home Depot has agreed to pay the debtors $3.2 million as
the purchase price for the property.  The debtors are
soliciting competing bids for the Westminster Property. A
qualifying competing offer must be a minimum of $3.36
million.  If the debtors receive a qualifying competing
bid, the debtors will conduct an auction.

In the event the debtors sell the property to a party other
than Home Depot the debtors agree to reimburse Home Depot
for its actual costs up to 3% of the purchase price.

The debtor states that the sale of the Westminster property
is within the debtors' sound business judgment.  The
debtors determined to discontinue their retail operations
in Westmninster and have closed their store located on the
Westminster property.


LYNX GOLF: TearDrop(TM) Golf Announces Letter of Intent
--------------------------------------------------------
TearDrop(TM) Golf Company (Nasdaq:TDRP) today announced it
has entered into a Letter of Intent to acquire the assets
of LYNX(R) Golf of Carlsbad, California.

The acquisition is subject to the signing of a definitive
agreement and bankruptcy court approval.


MARVEL ENTERTAINMENT: Judge Warns He Will Resolve Dispute
---------------------------------------------------------
The film rights for classic kid's character Spiderman, tied
up in lawsuits for the last six years, could be near to
resolution.

U.S. Judge Roderick McKelvie has warned that if the
California court is "unable to timely adjudicate" the
problem, he will resolve the dispute himself.

The main claimants to Spider Man are Marvel and MGM. Also
involved are Sony Pictures Entertainment and Viacom, which
claim the video and television rights, and on the sideline
is director James Cameron, who has been waiting to direct
a Spiderman movie since 1991. The problem is that every
film suitor has expired, leaving the film rights up for
grabs in three different bankruptcies.

In 1985 Marvel granted The Cannon Group rights, which would
revert to Marvel if a movie wasn't made by April 1990. But
a few years later Cannon was acquired by Pathe
Communications, and in April 1989, Parretti and Globus
conveyed the Spider-Man rights to 21st Century. MGM claimed
that it was defrauded of the Spiderman rights by that
transfer.

Then in July 1989, Marvel and 21st Century made a new
agreement under which rights would revert to Marvel if a
movie wasn't made by January 1992. 21st Century sold the
home video rights to RCA/Columbia, which ultimately were  
acquired by Sony. TV exhibition rights were sold to Viacom.

Three years later, 21st Century, Marvel and Carolco
Pictures made yet another agreement that replaced the one
between Marvel and 21st Century. Rights would revert to
Marvel if Carolco didn't make a Cameron-directed Spiderman
movie by May 1996. Carolco declared bankruptcy in the same
year. But Marvel still claims that each of these agreements
were either terminated or have reverted to Marvel.

Marvel's bankruptcy has now added further complexity to the
litigation. Last month the courts approved a re-
organization plan that calls for Marvel to be merged into
Toy Biz, the toy maker that holds the toy license on
Marvel's characters. (Copyright Phillips Publishing, Inc.
08/31/98)


MILFORD RESOLUTION: Disclosure Statement Approved
-------------------------------------------------
On August 20, 1998, the U.S. Bankruptcy Court for the
District of Delaware determined that with respect to the  
first amended joint consolidated liquidating plan of
reorganization of Milford Resolution, Inc., (f/k/a
Strawberries Inc.,), and Strawberries Holding, Inc., the
Disclosure Statement contains adequate information and the
court confirmed the Disclosure Statement in all respects.  
The court set a hearing to consider the confirmation of the
plan for October 2, 1998.


MOTOROLA: Sells Stake In Thailand's Ucom Shareholder
----------------------------------------------------              
After a decades-long family partnership, Motorola Inc.  
[NYSE:MOT] Monday finally sold its stake in a Thai holding
company which is the  major shareholder of United
Communication Industry Plc (Ucom) [BK:UCOM].

Motorola and Ucom's Bencharongkul family created a business
relationship through their joint ownership of World Telecom
Holding. The joint-venture held a 50.97 percent stake in
Ucom, one of Thailand's major local distributors of  
communications equipment and investors in telecom services.

The sell-off ended speculation over Motorola's plans for
Thailand. The company has removed its name from a potential
list of partners sought by Ucom's subsidiary, Total Access
Communications (TAC).

Monday, the US-based equipment maker sold its 25 percent
stake in World Telecom Holding. The stake is equivalent to
12.6 percent of 30 million shares Motorola indirectly held
in Ucom.

In a filing to the Stock Exchange of Thailand (SET) Monday,
the buyer was identified as British firm Somers. Ucom could
not detail the company's profile,  but said that Somers
would not be involved in the management.

According to Ucom, Motorola received about 420 million baht
($9.87 million), or 14 baht per share in the sale.

Having been severely hit by a sharp slide in revenue,
Motorola has been undergoing major corporate restructuring
including the gradual retrenchment of about 15,000 staff,
or 10 percent of its workforce worldwide, which will be
completed by June of next year. (Newsbytes; 08/31/98)


NEXTWAVE: Wins Okay To Hire 2 Law Firms
---------------------------------------
NextWave Personal Communications Inc. received approval to
retain two more law firms in its quest to pursue fraudulent
conveyance and breach of contract claims against the
Federal Communications Commission. Last week, the U.S.
Bankruptcy Court in White Plains, N.Y., authorized the
retention of Lukas Nace Gutierrez & Sachs as special
regulatory FCC counsel (retroactive to June 8) and Willkie
Farr & Gallagher as special strategic FCC counsel
(retroactive to July 21). NextWave sued the FCC in June
seeking more than $3 billion in connection with 63 C-Block
licenses. The agency responded with motions to remove and
dismiss the suit as well as a request to disqualify company
counsel Weil Gotshal & Manges, alleging that the firm had a
conflict of interest based on legal advice it had provided
to the FCC. NextWave claims a waiver signed by the FCC
permits Weil Gotshal's representation. (The Daily
Bankruptcy Review and ABI Copyright c September 1, 1998)


PARAGON TRADE: Responds to Clariant Corporation Complaint
---------------------------------------------------------
Paragon Trade Brands, Inc. responds and answers the
Complaint filed by Clariant Corporation.

Paragon states that within days of the filing of the
bankruptcy petition, Clariant shipped and delivered to
Paragon substantial product. Paragon admits that it used
the goods delivered by Clariant both prepetition and
postpetition.  But Paragon denies the allegation that,
following the filing of its bankruptcy petition, Paragon
remained in possession of all of the goods delivered by
Clariant within ten days before the filing of the petition.

Paragon denies the allegation that Clariant holds a
prepetition claim of $4,155,598, and Paragon asks that the
court dismiss the complaint as to Paragon.


PEGASUS GOLD: Bondholders, Banks Continue Plan Talks
----------------------------------------------------
Representatives of Pegasus Gold's bondholders and banks
remain in talks regarding, among other things, the
treatment of the 6.25% convertible subordinated noteholders
under the mining company's liquidating plan of
reorganization. It is possible an agreement will be reached
that will allow the panel to take a position on the
proposed plan.  As it stands, the nine-member committee,
which consists of equal parts banks, bondholders (including
indenture trustee Bank of New York), and trade creditors,
has no official position.  Currently, six members support
the plan and three do not. (Federal Filings Inc. 9-1-98)


PEGASUS GOLD: Settlement Agreement with Citibank
------------------------------------------------
The debtors in this case breached several covenants under a
certain Credit Agreement when the Mount Todd project
failed.  That breach resulted in an event of default, and
gave the Banks the right to accelerate the debtors'
indebtedness and exercise their remedies.  The debtors owed
the Lenders $82,564,882 under the Credit Agreement at the
Petition date.

The Settlement Agreement was negotiated and agreed to as a
"package deal," and is inextricably interwoven with the
plan.  The Settlement Agreement quantifies the Lending
Claims against each debtor at $89,450,000.  This amount
represents a negotiated compromise of all claims issues and
also a "deemed disgorgement."

Against the Operating Companies, the Banks' claims are to
be satisfied with stock.  The holders of Lending Claims
agreed to limit their portion of Newco Common Stock under
the plan to only 55 percent, even though they hold more
than 70 percent of the aggregate claims against the
Operating Companies and more than 85 percent of the claims
against the most valuable Operating Companies, Florida
Canyon and Montana Tunnels.

Under the totality of the circumstances test, there would
be costly and time consuming litigation to determine
whether the debtors received reasonably equivalent value.  
The debtors argue various cost issues for the court to
consider in its evaluation of the merits of the settlement,
believing that the settling Banks' willingness to agree to
a valuation method favorable to the debtor's estates
represents a significant benefit to the unsecured
creditors.


SILAS CREEK: Seeks Approval of Settlement
-----------------------------------------
The debtors, Silas Creek Retail, Inc. and Silas Creek
Retail, L.P., are seeking an order approving a settlement
and compromise with Carolina Sales, Inc. and Hancock
Fabrics, Inc.

The debtors seek an order approving the terms of a
settlement and compromise whereby the debtors will receive
$2,530,000. in cash within eleven days after the date that
the court approves the Settlement Agreement.  Such amount
will resolve fully the amounts due tot he debtors from the
Promissory Note issued by Carolina and the amounts due from
Hancock.

The debtors believe that the proposed settlement agreement
is fair and reasonable and in the bet interests of the
debtors' estates.  The agreement resolves all outstanding
issues regarding the Purchase Agreement and the claims that
the debtors, Carolina and Hancock may have against each
other without the need for litigation.
A hearing on the motion will be convened at the court on
September 18, 1998.


STRAIGHTLINE MANUFACTURING: Files Chapter 11
--------------------------------------------
Straightline Manufacturing Inc., Newton, Kan., has filed
for chapter 11 protection, listing assets of $4.1 million
and liabilities of $5.7 million, according to The
Wichita Business Journal. President and CEO Chuck Henry
cited problems with a lawsuit and two loan agreements
involving co-founder Michael D. Young, who claims money is
owed to him. Straightline attorney Christopher Redmond said
that the company's reorganization plan could be in effect
by the end of the year. Straightline, founded in
1984, manufactures underground horizontal directional
drilling machinery and fluid systems, as well as tooling
and drill pipes for the machines.


UNISON HEALTHCARE: Opposes Appointment of Examiner
--------------------------------------------------
The debtor, Unison Healthcare Corporation, and its
affiliates and subsidiaries responds to the motion to
appoint examiner filed on July 17, 1998 by BritWill
Investments Company, Ltd. and UNHC Real Estate Holdings,
Inc.

The debtors believe the appointment of an examiner will
waste valuable assets and time. According to the debtors,
the creditors seeking the examiner are owned and controlled
by Bruce Whitehead, Chairman of the Board of Directors of
Unison from August 10, 1995 until May 29, 1998.

The debtors state that the Chapter 11 process is working
notwithstanding some hostility by and between the debtors
and its insiders.  The tactics of the insiders in this case
are well known to the Court.  The insiders have objected to
essentially everything that the debtors have requested. The
debtors state that the request for an examiner is nothing
more than a thinly disguised attempt to derail a negotiated
restructuring of a group of companies that is desperately
in need of an expedited resolution of its financial
difficulties.  It is also abundantly clear that there are
certain timelines that are placed on the debtors pursuant
to the Term Sheet, "with the hopes that once they bog down
these Chapter 11 cases in the quagmire of litigation, their
own individual creditor positions will be enhanced and they
will have greater litigation leverage in dealing with the
non-insider creditors of these estates."

The debtors believe the appointment of an examiner would
waste both time and money. If the court does appoint an
examiner, the debtor states that the examiner should be
charged with the investigation of only the related party
creditor claims in the case. And the debtors request that
the examiner move quickly so as not to unduly delay the
consideration of the plan and disclosure statement filed on
August 10, 1998.

The ad hoc committee of noteholders joins in and supports
the relief requested in the debtors' response to the motion
to appoint an examiner.

The Official Committee of Unsecured Creditors joins in and
supports the relief requested in the debtors' response to
the motion to appoint an examiner.  The Committee further
states that the Movants seek the appointment of an examiner
to conduct an investigation of a multitude of matters, most
of which are already being analyzed by the Committee. The
Committee strongly believes that if an examiner is
appointed, the scope and duration of the examiner's
investigation must be limited since the appointment of an
examiner would undoubtedly delay the bankruptcy proceedings
and could ultimately derail the reorganization efforts of
the debtor.

                   *********

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

S U B S C R I P T I O N   I N F O R M A T I O N     

Troubled Company Reporter is a daily newsletter, co-
published by Bankruptcy Creditors' Service, Inc.,
Princeton, NJ, and Beard Group, Inc., Washington, DC.  
Debra Brennan and Lexy Mueller, Editors.   

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

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