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InterNet Bankruptcy Library - News for April 16, 1997

Bankruptcy News For April 16, 1997

  1. Needham Woman Pleads Guilty To
            Bankruptcy Fraud And Credit Card Fraud, Reports U.S.
            Attorney's Office

  3. Harrah's Selects Executives for Key
            New Orleans Positions

  5. Martin Lawrence Limited Editions Inc.
            announces extension of exclusivity period

  7. Notice of pendency of class action on
            behalf of purchasers of the common stock of Sears Roebuck
            & Co.

  9. Stutman, Treister & Glatt Names
            Richard M. Neiter President

  11. Apple Reports Second Fiscal Quarter

  13. ARCA Reports First Quarter Earnings

  15. A.M. Best lowers Mid-Continent Life to
            "B" (Fair), puts rating under review with
            negative implications

  17. PCA Holds Strategic Discussions; Gets Bank
            Loan Extension

  19. DCR Reaffirms its Ratings on the Sears
            Credit Account Master Trust II

Needham Woman Pleads Guilty To Bankruptcy
Fraud And Credit Card Fraud, Reports U.S. Attorney's Office

BOSTON, MA - April 16, 1997 - A Needham, Massachusetts woman
pled guilty today to credit card fraud for obtaining charge cards
in the name of a friend, and for bankruptcy fraud for filing a
bankruptcy in the friend's name in order to discharge the debt on
the credit cards obtained in her friend's name.

United States Attorney Donald K. Stern stated that RUTH O.
SCARBEAU, 48, of 47 Rae Road, Needham, Massachusetts, pled guilty
today to credit card fraud and bankruptcy fraud. At a hearing
today before U.S. Chief District Judge Joseph L. Tauro, a
prosecutor stated that, in 1994, SCARBEAU began applying for and
obtaining at least ten credit cards in the name of a friend and
ultimately ran up a debt of more than $57,000.

In order to discharge that credit card debt, SCARBEAU filed a
bankruptcy petition in the friend's name, holding herself out as
the friend in written filings with the bankruptcy court and at a
meeting of creditors held at the bankruptcy court. SCARBEAU also
obtained MasterCard and American Express credit cards in the
friend's name, by using the friend's name and social security
number. In the MasterCard application, SCARBEAU represented
falsely that she was the friend's sister. SCARBEAU ran up debts
of more than $15,000 in one year using the MasterCard, and more
than $3,000 using the American Express card.

Judge Tauro scheduled SCARBEAU's sentencing for July 9, 1997.
SCARBEAU faces five years in prison, a $250,000 fine,
restitution, a $100 special assessment and three years supervised
release on the bankruptcy fraud charge, and 10 years in prison, a
$250,000 fine, restitution, a $100 special assessment and five
years of supervised release on each of the credit card fraud

The case was investigated by the Needham Police Department and
the Federal Bureau of Investigation and the U.S. Secret Service,
and is being prosecuted by Assistant U.S. Attorney Mark J.
Balthazard of Stern's Economic Crimes Unit.

SOURCE U.S. Attorney's Office /CONTACT: Joy Fallon or Amy
Rindskopf of the U.S. Attorney's Office, 617-223-9445/

Harrah's Selects Executives for Key New
Orleans Positions

MEMPHIS, TN - April 16, 1997 - Harrah's Entertainment, Inc.
(NYSE: HET) today announced the appointment of two executives to
key positions at Harrah's New Orleans Management Company, the
Harrah's division that will manage the New Orleans land-based
casino. Anthony Sanfilippo has been selected as the president and
chief operating officer and Mark Snyder has been selected as the
vice president of marketing.

Sanfilippo, 39, has been with Harrah's for 14 years, and is
currently the vice president and general manager for Harrah's
Shreveport. He began his career with Harrah's in 1983 as an
accountant in the then corporate office in Reno, transferring to
property operations at Harrah's Reno in 1984 where he worked as a
hotel shift supervisor, hotel front office manager and hotel
manager. In 1988, Sanfilippo transferred to Harrah's Las Vegas as
director of hotel operations where he participated in the
development of a 725 room hotel tower, health club facility and
casino expansion at the property. In 1991, he was promoted to
vice president of services, responsible for all hotel and food
and beverage operations at Harrah's Las Vegas. He was appointed
vice president and general manager of Harrah's Shreveport in
1993, where he oversaw the staffing and opening of the facility,
and has created one of Harrah's and Louisiana's most successful
riverboat operations. Sanfilippo will remain as general manager
of Harrah's Shreveport until the New Orleans casino project
emerges from bankruptcy protection.

Sanfilippo is a graduate of Harrah's Excellence in Management
and Excellence in Leadership development programs, and Harvard
Business School's Executive Education Program - Achieving
Breakthrough Service. He was raised in Longview, Texas, and
attended the University of Texas in Austin, majoring in

Mark Snyder, 37, joined Harrah's in 1992 as a regional
marketing director in the then Embassy Suites hotel division
following several years as a general manager for one of Embassy
Suites largest franchisees. Snyder was promoted to senior
director of hotel marketing support at the Embassy brand before
transferring to Harrah's Colorado as general manager in 1994.
Snyder is currently working on special projects at Harrah's
corporate headquarters. Snyder is also a graduate of Harrah's two
high level management development programs. He attended the
University of Cincinnati.

"Anthony and Mark are two of Harrah's most respected
executives, with considerable experience and success in casino
openings and operations. Anthony will be following a very strong
performance in Shreveport, where he has created a well respected,
high quality casino, and has gathered the respect and admiration
of employees, local citizens and local and statewide community
officials," stated Philip G. Satre, chairman, president and
CEO of Harrah's Entertainment. "Meanwhile, Mark has a strong
marketing background at one of the nation's best marketed hotel
brands, as well as valuable operations experience with

Harrah's Entertainment, Inc., the premier name in the casino
entertainment industry, is the most geographically diversified
casino company in North America. Harrah's celebrates its 60th
year of operations during 1997.

SOURCE Harrah's Entertainment, Inc. /CONTACT: Ralph Berry,
Harrah's Entertainment, Inc., 901-762-8629/

Martin Lawrence Limited Editions Inc.
announces extension of exclusivity period

VAN NUYS, Calif.--April 16, 1997--Allen A. Baron, chairman of
the board of Martin Lawrence Limited
Editions Inc.
(NASDAQ/OTCBB:MLLE), announced a development in
the company's Chapter 11 case.

On April 8, 1997, the company, its two Chapter 11 subsidiaries
(Martin Lawrence Limited Editions of California Inc. and Martin
Lawrence Frame Shops Inc.), Chalk & Vermilion Fine Arts, LLC
("Chalk") and the Official Committee of Creditors
Holding Unsecured Claims (the "Creditors' Committee")
agreed to extend from April 16, 1997, to April 30, 1997, the
exclusivity period during which only the debtor may file a plan
of reorganization.

In addition, Chalk, a major secured creditor of the company
and the proponent of a plan of reorganization, filed with the
Bankruptcy Court a letter agreement between Chalk and the
Creditors' Committee which provides, among other things, that the
Creditors' Committee will support Chalk's plan unless an
alternative plan will fund the payment of unsecured claims by at
least 10 percent in excess of the $525,000 proposed by Chalk.

The agreement also provides a 10-day period during which Chalk
may match any competing proposal and maintain the endorsement of
the Creditors' Committee. As previously announced, in the absence
of an alternative plan that provides more value for the company's
constituencies, the company will support and file the plan
proposed by Chalk on or before April 30, 1997.

CONTACT: Martin Lawrence Limited Editions Inc. Allen A. Baron,

Notice of pendency of class action on behalf of purchasers of
the common stock of Sears Roebuck & Co.

CHICAGO, IL --April 16, 1997--A class action lawsuit has been
filed in the United States District Court for the Northern
District of Illinois on behalf of all purchasers of the common
stock of Sears Roebuck & Co. ("Sears") during the
period April 16, 1994 through April 10, 1997 (the "Class

The case number is 97C2636. The judge is the Honorable Charles

The complaint charges Sears and certain of its directors and
officers with violations of Section 10(b) and 20(a) of the
Securities Exchange Act of 1934, and SEC Rule 10b-5 for, among
other things, recklessly signing off on Sears' financial
statements during the Class period when they knew that Sears'
earnings were materially overstated because they included
payments by Sears' bankrupt credit card customers who had signed
debt reaffirmations which Sears had failed to file with
bankruptcy courts throughout the United States in violation of
federal bankruptcy law.

The plaintiff seeks to recover damages on behalf of Class
members and are represented by the law firms of Wolf Haldenstein
Adler Freeman & Herz LLP, Berman DeValerio & Pease, LLP,
and Much Shelist Freed Denenberg Amant Bell & Rubenstein,
P.C., all of whom have had extensive experience in securities
class action litigation and have obtained over one billion
dollars in awards for their clients.

If you are a member of the Class described above, you may, no
later than 60 days from today, move the Court to serve as lead
plaintiff of the Class, if you so choose. In order to serve as
lead plaintiff, however, you must meet certain legal

If you wish to discuss this action or have any questions
concerning this notice or your rights, please contact any of the

CONTACT: Wolf Haldenstien Adler Freeman & Herz LLP 270
Madison Avenue, New York, NY 10016 Robert Abrams or Abby
Greenberg, 800/575-0735 e-mail: or Berman
DeValerio & Pease, LLP One Liberty Square, Boston, MA 02109
Norman Berman, 617/542-8300, 800/516-9926 email:
or Much Shelist Freed Denenberg Ament Bell & Rubenstein, P.C.
200 N. LaSalle St., Chicago, IL 60601-1095 Carol Gilden,
312/621-1401 or 312/346-3100 email:

Stutman, Treister & Glatt Names Richard M.
Neiter President

LOS ANGELES, CA - April 16, 1997 - Stutman, Treister &
Glatt, one of the nation's leading bankruptcy and restructuring
firms, announced that Richard M. Neiter, 59, has been named
President of Stutman, Treister & Glatt. Mr. Neiter, who
joined Stutman, Treister & Glatt in 1963, has served as lead
debtor's counsel in a number of high profile cases, including
Doskocil Companies, Inc. (Wilson Foods Corporation); Hamburger
Hamlet Restaurants, Inc.; and Sambo's Restaurants, Inc. Mr.
Neiter served as creditors' committee counsel in such cases as
Triad America Corporation and Del Taco Foods. Mr. Neiter also
serves as a mediator in bankruptcy cases. He has long been active
in a variety of professional and civic organizations, including
the Southern California Law Center and the State Bar of
California, where he served as Chairman of the Debtor/Creditor
Relations Committee and the Bankruptcy Committee.

Stutman, Treister & Glatt Professional Corporation is a
law firm which focuses its practice on business reorganization,
bankruptcy and insolvency law. The firm is a national leader in
its field and is active in all aspects of the reorganization and
insolvency practice, including the representation of financially
troubled business organizations, creditors' and equity holders'
committees, purchasers of troubled businesses and secured and
unsecured creditors.

SOURCE Stutman, Treister & Glatt /CONTACT: Mike Sitrick or
Anne DeWolfe of Sitrick And Company, 310-788-2850/

Apple Reports Second Fiscal Quarter

CUPERTINO, Calif., April 16, 1997 - Apple Computer, Inc.
(Nasdaq: AAPL) today announced financial results for the
Company's fiscal 1997 second quarter ended March 28, 1997.
Revenues for the quarter were $1.6 billion, compared to $2.1
billion in the quarter ended Dec. 27, 1996 and $2.2 billion in
the quarter ended March 29, 1996. International sales accounted
for 49 percent of total revenues in the current quarter.

As previously indicated, the Company incurred two large
charges of a non-operating nature during the quarter. Pursuant to
generally accepted accounting principles, the Company recorded a
charge of $375 million for the write-off of in-process research
and development activity related to its Feb. 4, 1997 acquisition
of NeXT Software, Inc.

Additionally, the Company recorded a charge of $155 million to
increase reserves to cover the costs of restructuring activities
previously announced by the Company on March 14, 1997.

The Company's total loss for the quarter was $708 million, or
$(5.64) per share, compared to a net loss of $120 million, or
$(.96) per share in the December 1996 quarter and a net loss of
$740 million, or $(5.99) per share, in the year-ago quarter.
Exclusive of the charges for restructuring and the write-off of
in-process research and development, the Company's current
quarter loss from operations was $186 million, or $(1.48) per

Gross margins for the quarter were 19 percent, compared to 19
percent in the December quarter, and compared to -19 percent (or
9 percent before inventory adjustments) in the year-ago quarter.

Aside from the charges for restructuring and the write-off of
in-process research and development, operating expenses for the
quarter were $489 million, down $32 million from the December
quarter and down $65 million from the year ago quarter.

"While the operating results are disappointing, we made
significant progress toward executing our strategic plans during
the quarter," said Apple chairman and chief executive
officer Dr. Gilbert F. Amelio. "We've streamlined our
organization and narrowed our focus, we're divesting non-core
assets, and we're executing a plan to reduce annual operating
expenses by $500 million. We've also made great progress toward
strengthening Apple's competitive position by introducing several
exciting new products to the market, and we've completed the NeXT
acquisition, paving the way for delivery of our modern OS,
code-named 'Rhapsody.'"

"We experienced continued success in asset management
during the quarter," said Apple executive vice president and
chief financial officer Fred Anderson. "Our cash balance at
the end of Q2 was in excess of $1.4 billion, our inventories were
just over $500 million, and despite the quarter's loss, we
generated positive cash flow from operations.

"We expect to see rapid improvements in the Company's
financial performance as the results of restructuring kick
in," added Anderson. "We anticipate higher revenues and
a significantly reduced operating loss in the Company's third
fiscal quarter and continued progress toward our goal of
returning to profitability in the fourth quarter."

New Products

Apple introduced an array of new products in recent weeks. On
April 4, the Company announced the Power Macintosh 6500 series of
computers for home and small business customers, including the
first 300 MHz system to hit the personal computer market. In
addition, the Company introduced two PC-compatible computers -
the Power Macintosh 7300/180, which includes a 166 MHz Intel
Pentium processor; and the Power Macintosh 4400/200, which
includes a 133 MHz Cyrix PR166 6x86 processor.

Earlier in the quarter, Apple announced the Macintosh
PowerBook 3400 series, featuring the first 240 MHz notebook
computer on the market, as well as a new line of Power Macintosh
computers for business, professional publishing, and
Internet/media authoring.

For education customers, Apple introduced its most
comprehensive lineup of new products in 20 years, including the
eMate 300, three powerful all-in-one desktop models, two models
in a powerful new tower design, and three new solution bundles
for secondary schools.

Claris Corporation, Apple's wholly-owned software subsidiary,
achieved record-breaking revenues of $70 million during the
quarter. Revenue growth was driven in large part by an
unprecedented level of operating system upgrades to Mac OS 7.6,
introduced in January.

"In the last three months, we executed one of the most
exciting and comprehensive series of product introductions in the
history of Apple," said Apple executive vice president of
marketing Guerrino De Luca. "These products demonstrate the
ongoing innovation at Apple and our commitment to providing
distinctive, powerful, easy-to-use products to meet the needs of
our customers."

Except for the historical information contained herein, the
statements regarding establishing competitive leadership,
effecting innovation, continuing focus on certain industry growth
areas, reduction of the Company's operating expenses and losses,
and the timing of execution of the Company's business plans are
forward-looking statements that involve risks and uncertainties.
Potential risks and uncertainties include, without limitation,
continued competitive pressures in the marketplace; the effect
competitive factors and the Company's reaction to them may have
on consumer and business buying decisions with respect to the
Company's products; the consequences competitive factors and
buying decisions may have on current inventory valuations; the
Company's ability to successfully integrate the personnel,
products and operations of NeXT Software; the ability of the
Company to make timely delivery of successful technological
innovations to the marketplace; the ability of the Company to
successfully resolve its quality issues; the effect of any future
losses on the Company's needs for liquidity; the effect of the
announced business restructuring on the future performance of the
Company, especially the performance of the Company's employees;
and the need for any future restructuring, and the effect that it
might have on the performance of the Company. More information on
potential factors that could affect the Company's financial
results is included in the Company's Form 10-K for the 1996
fiscal year and will also be included in the Company's Form 10-Q
for the second fiscal quarter, to be filed with the SEC.

Apple Computer, Inc., a recognized innovator in the
information industry and leader in multimedia technologies,
creates powerful solutions based on easy-to-use personal
computers,servers, peripherals, software, handheld computers and
Internet content. Headquartered in Cupertino, California, Apple
develops, manufactures, licenses and markets solutions, products,
technologies and services for business, education, consumer,
entertainment, scientific and engineering and government
customers in more than 140 countries.

NOTE: Apple, the Apple logo, Macintosh, Power Macintosh, and
PowerBook are registered trademarks and eMate is a trademark of
Apple Computer, Inc. Additional company and product names may be
trademarks or registered trademarks of the individual companies
and are respectfully acknowledged.

                                 APPLE COMPUTER,
                    OPERATIONS (Unaudited)
                     (Dollars in millions, except
                     per share amounts)

        March 29,





        Net sales                         $ 1,601
         $ 2,185   $ 3,730   $ 5,333

        Costs and expenses:

           Cost of sales                    1,298
              2,606     3,030     5,279 Research
           and development           141      150
                 290       303 Selling, general
            administrative                    348
                 404       720       845
           In-process research
            and development                   375
                  --       375        --
        Restructuring costs                   155
             207       155       207




        Operating loss                      
        (716)  (1,182)     (840)
        Interest and other income
           (expense), net                       8
                  7        12        17

        Loss before benefit from
           income taxes                     
           (708)  (1,175)     (828)
        Benefit from income taxes              --
            (435)       --

        Net loss                           $
        (708)  $ (740)   $ (828)   $

        Loss per common share             
        $(5.64)  $(5.99)   $(6.62)

        Cash dividends paid
          per common share                 $   --
            $   --    $   --    $ 0.12

        Common shares used in the
           calculations of loss per share
           (in thousands)                 125,609
            123,659   125,071   123,326

                                   COMPUTER, INC.
                               BALANCE SHEETS





        Current assets:

        Cash and cash equivalents           
        $1,273         $1,552 Short-term
        investments                  186         
          193 Accounts receivable, net
         of allowance for doubtful
         accounts of $96
         ($91 at September 27, 1996)         
         1,149          1,496

          Purchased parts                      
          220            213 Work in process     
                            19             43
          Finished goods                       
          270            406




        Deferred tax assets                    
        303            342 Other current assets  
                         222            270
          Total current assets               
          3,642          4,515
        Property, plant, and equipment:
        Land and buildings                     
        461            480 Machinery and
        equipment                 529           
        544 Office furniture and equipment       
          124            136 Leasehold
        improvements                  181        


        Accumulated depreciation
         and amortization                     
         (739)          (750)

          Net property, plant, and equipment   
          556            598

        Other assets                           
        289            251



                           LIABILITIES AND
                           SHAREHOLDERS' EQUITY
                                  (Dollars in




        Current liabilities:
        Notes payable to banks               $
        133          $  186 Accounts payable     
                         840             791
        Accrued compensation
         and employee benefits                
         137             120
        Accrued marketing and distribution    
        277             257 Accrued warranty and
        related           143             181
        Accrued restructuring costs           
        227             117 Other current
        liabilities              254            

          Total current liabilities         
          2,011           2,003

        Long-term debt                        
        952             949 Deferred tax
        liabilities               282            

        Shareholders' equity:
        Common stock, no par value;
         320,000,000 shares authorized;
         126,424,977 shares issued and
         outstanding at March 28, 1997
         (124,496,972 shares at
          September 27, 1996)                 
          472             439
        Retained earnings                     
        806           1,634 Other                
                         (36)            (15)

          Total shareholders' equity        
          1,242           2,058









SOURCE Apple Computer Inc./NOTE TO EDITORS: To access Apple press
releases, background material, and contact information on the
web, visit The Source at:

ARCA Reports First Quarter Earnings

MINNEAPOLIS, MN - April 16, 1997 - Appliance Recycling Centers
of America, Inc. (ARCA) (Nasdaq: ARCI) today reported earnings of
$63,000 or $0.06 per share for the first quarter of 1997, a
substantial turnaround from the net loss of $1,892,000 or $1.75
per share in the year-earlier period. Revenues totaled
$3,243,000, up moderately from $3,060,000 in the first quarter of

The Company's operating results have been restated to reflect
the impact of the previously announced one-for-four reverse stock
split that became effective February 21, 1997.

Edward R. (Jack) Cameron, ARCA's president and chief executive
officer, said the first quarter earnings turnaround of nearly
$2,000,000 reflected above-plan sales of Encore reconditioned
appliances and significantly lower operating expenses, indicating
that the Encore restructuring in last year's fourth quarter is
working as planned. He said the Company's 1997 first quarter
performance also benefited from strong levels of recycling
volumes in support of the energy conservation program of Southern
California Edison Company.

Cameron said the Encore restructuring, in which the Company
closed three recycling centers and 12 retail stores, is
permitting the Company to more effectively support and manage its
14 remaining retail outlets. Same-store Encore sales (a sales
comparison among the six stores open in the first quarters of
1997 and 1996) increased 23%. For the current quarter, total
Encore sales rose 12%, which also exceeded internal forecasts. He
said Encore's ability to post solid retail sales growth during
the seasonally weakest period of the year indicates the
fundamental soundness of the Company's reconditioned appliance

The Encore restructuring has also brought overhead and other
operating expenses into better alignment with projected sales. As
a result, selling, general and administrative expenses declined
29% in the first quarter of 1997 in comparison to the
year-earlier level.

The Company currently anticipates results from near-breakeven
to a small profit in this year's second quarter, reflecting the
outlook for improved Encore sales and recycling volumes as well
as lower operating expenses.

ARCA, the nation's largest recycler of major household
appliances, provides an integrated range of collection, reuse and
recycling services.

Statements about ARCA's outlook are forward-looking and
involve risks and uncertainties, including but not limited to the
growth of Encore sales, the strength of the Edison recycling
program, and other factors discussed in the Company's filings
with the Securities and Exchange Commission.

                              1997 FIRST QUARTER RESULTS

                                                         Three Months Ended
                                                        March 29,    March 30,
                                                          1997         1996
             Recycling revenues                              $1,824,000

             Appliance sales                                    929,000

             Byproduct revenues                                 490,000

              Total revenues                                 $3,243,000

            Cost of Revenues                                  1,685,000

             Gross profit                                    $1,558,000

            Selling, General, and Administrative Expenses     1,448,000

             Operating income (loss)                           $110,000

        Other Income (Expense):
             Other income (expense)                              58,000

             Interest income                                      1,000

             Interest expense                                   (93,000)

         Income (loss) before provision for income taxes
              and minority interest                             $76,000

            Provision For (Benefit of) Income Taxes
        --            --

             Income (loss) before minority interest             $76,000

             Minority interest in net income of subsidiary       13,000

             Net income (loss)                                  $63,000

         Net Earnings (Loss) per Common
              and Common Equivalent Share                         $0.06

         Weighted Average Number of Common
              and Common Equivalent Shares                    1,137,000

SOURCE Appliance Recycling Centers of America, Inc./CONTACT:
Kent McCoy of Appliance Recycling Centers of America, Inc.,

A.M. Best lowers Mid-Continent Life to
"B" (Fair), puts rating under review with negative

OLDWICK, N.J.-- April 16, 1997--Effective immediately, A.M.
Best Co. has lowered the "A" (Excellent) rating on
Mid-Continent Life Insurance Co., Oklahoma City, to "B"
(Fair) and placed it under review with negative implications.

This downgrade into the Vulnerable range was taken after the
Oklahoma Insurance Department assumed temporary control of the
company on April 14, 1997. The insurance commissioner's petition
stated that a significant number of policyholders had complained
about the prospect of Mid-Continent raising premiums on its
level- premium product. The petition also alleged that
Mid-Continent's policy reserves are understated.

As a result of the uncertainty related to the adequacy of
product pricing and reserving and the total restructuring of its
distribution force, A.M. Best on April 8, 1997, told management
that the company's rating would be lowered from "A" to
"B++", effective April 21, 1997. However, because of
the actions taken by the insurance department and the uncertainty
surrounding the outlook for the company, the rating was instead
lowered to "B".

The department's action is known as judicial rehabilitation.
Judicial rehabilitation is similar to Chapter 11 bankruptcy,
which is designed to rehabilitate a company and then return it to
normal operations. A hearing has been scheduled for May 14, 1997.
Representatives of Mid-Continent and its parent, Florida Progress
Corp., are scheduled to meet with the Insurance Department on
April 18, 1997.

Although the company has reported profitable earnings
performance and favorable risk-adjusted capitalization, it
recently revealed that it discovered pricing issues related to
the sale of its primary life insurance product, which had been
sold since 1987. The company had begun addressing these pricing
issues this year, which included informing policyholders of
possible premium increases to its level premium life insurance

Management has consistently provided internal actuarial
opinions attesting to the adequacy of its reserves, including the
most recent opinion as of year-end 1996. The company had added
$10.0 million in additional reserves since 1995 as a result of
its cash- flow testing. In September 1996, A.M. Best requested an
independent third-party actuarial appraisal of reserve adequacy.
As recently as March 1997, the company had advised A.M. Best that
a third-party audit that would detail the adequacy of reserves
was under way.

Mid-Continent Life's rating will remain under review pending
further discussions with representatives of the company, its
parent and the Oklahoma Insurance Department. A.M. Best Co.,
established in 1899, is America's oldest and most widely
recognized insurance rating and information source.

CONTACT: Jeffrey Dunsavage (908) 439-2200, ext. 5618

PCA Holds Strategic Discussions; Gets Bank
Loan Extension

MIAMI, FL - April 16, 1997 - Physician Corporation of America
(Nasdaq: PCAM) reported today that it has entered strategic
discussions relating to the sale of the Company or a capital
infusion by a venture partner. E. Stanley Kardatzke, M.D., PCA's
Chairman and Chief Executive Officer said, "In recent weeks
several parties have expressed an interest in a transaction with
PCA. Bear Stearns, our investment banker, is assisting us in
reviewing our alternatives."

Dr. Kardatzke also noted, "The Company's bank loan which
was in default has been renegotiated and an extension was granted
until October 1, 1997. This additional time will permit PCA
adequate time to complete a strategic transaction."

The Company also reported today that it has filed its 1996
form 1O-K with the Securities and Exchange Commission with no
changes from the numbers included in a release issued March 31,
1997. The 10-K will be available at the Company's web page at
http://www.pcam.comtomorrow in either a PDF format
file or through a direct link to the SEC's Edgar system. The 1O-K
will be mailed to shareholders in the next few weeks.

On April 2, 1997 the Company submitted a work-out plan to the
Florida Department of Insurance for the Company's Property &
Casualty subsidiary (P&C) instead of allowing the subsidiary
to be placed into rehabilitation by the department. The Company
continues to evaluate reinsurance and other options; thus the
work-out plan may be modified before the court hearing on the
matter on May 2, 1997.

Clifford W. Donnelly, Senior Vice President and Chief
Financial Officer said, "We are clearly pursuing the
financial and legal separation of P&C from our HMO operations
with our submitted work- out proposal. We are cautiously
optimistic that we can come to a working agreement with the

PCA provides comprehensive health care services through its
Health Maintenance Organizations in Florida, Texas and Puerto
Rico. The Company's 1,012,000 (12-31-96) Health Plan members
include commercial groups and individuals as well as
beneficiaries of government programs.

Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995: The statements contained in this release that
are not historical facts are forward looking. Actual results may
differ materially from those projected in such forward looking
statements. Such statements involve risks and uncertainties,
including but not limited to the following: the outcome of the
Company's strategic discussions is uncertain; the proposal
submitted to the Florida Department of Insurance showing cause
why the subsidiary should not be put into rehabilitation is
subject to change and may not be accepted by the Department;
results of pending legal action against Sierra are uncertain;
PCA's bank debt is due October 1, 1997 and completion of
repayment refinancing alternatives will be necessary by that
time, the success of which is not determinable; Medicare and
Medicaid contracts are subject to annual renewals with the
premium rates set by state and federal government agencies and
are subject to uncertainty; Texas, Florida and Puerto Rico
Medicaid contracts and renewals are awarded under a competitive
bidding process and award is not guaranteed; the new Florida
Medicaid program is currently underway and the full impact on the
Company is not known; increased competition in the Company's
markets or change in product mix may unexpectedly reduce premium
yield; health care costs in any given period may be greater than
expected due to incidence of major illnesses, natural disasters,
epidemics, changes in physician practice policies and new
technologies; and, the Company may be unable to obtain acceptable
provider arrangements on satisfactory terms in key markets.
Investors are also directed to the other risks discussed in
documents filed by the Company with the Securities and Exchange

SOURCE Physician Corporation of America /CONTACT: David K.
Barker, Director of Investor Relations, Physician Corporation of
America, 305-265-2921, or

DCR Reaffirms its Ratings on the Sears
Credit Account Master Trust II

NEW YORK, NY - April 16, 1997 - Duff & Phelps Credit
Rating Co. (DCR) reaffirms its 'AAA' (Triple-A) ratings of the
Class A Senior certificates and its 'AA' (Double-A) ratings on
the Class B Subordinate certificates on the following series from
the Sears Credit Account Master Trust II:

Series 1994-1 Series 1995-5 Series 1994-2 Series 1996-1 Series
1995-2 Series 1996-2 Series 1995-3 Series 1996-3 Series 1995-4
Series 1996-4

DCR's reaffirmation is in response to an announcement last
April 10, 1997 by Sears, Roebuck & Co. (Sears) that it had
used "flawed legal judgment" in signing reaffirmation
agreements with some of its credit-card holders who had sought
bankruptcy court protection. In violation of federal law, these
reaffirmation agreements were not filed with or approved by the
bankruptcy courts.

Between 1992 and February 1997, Sears reaffirmed $412 million
of the $2.3 billion in credit card debt that was subject to some
portion of bankruptcy protection filing process. It has yet to be
determined exactly how much of this past reaffirmation activity
was not in compliance with federal bankruptcy laws. The
inappropriate handling of reaffirmation agreements was first
disclosed April 9, 1997 after a bankruptcy court hearing in
Massachusetts. Sears has filed a voluntary restitution plan with
the U.S. bankruptcy court in Massachusetts proposing a return of
principal and finance charges, with accrued interest, received
from the cardholders whose reaffirmation agreements were not
properly filed. Similar filings will likely occur in U.S.
bankruptcy courts nationwide.

Although Sears' proposed restitution may include charging off
particular receivables in the master trust, Sears has stated that
the majority of the applicable accounts were reaffirmed post-
bankruptcy petition and, therefore, subsequent to being charged
off from the master trust. Any recoveries on the charged-off
accounts that were reaffirmed post-petition would be the property
of Sears and not the master trust.

However, a portion of the reaffirmed accounts may be present
in the Master Trust as pre-bankruptcy petition accounts. Sears
has a 60-day period after notification of a bankruptcy filing to
charge off the related account. It is possible that some of the
master trust's accounts were reaffirmed during this 60-day period
and, as a result, were not charged-off. Of these pre-charge-off
accounts, the only portion that represents an immediate concern
for the master trust are reaffirmed accounts that are in the
midst of repayment. These accounts will be charged-off
immediately if or when Sears determines that the reaffirmation
was not properly filed and approved by the appropriate bankruptcy
authority. This process could take some time as the process of
assuring proper documentation is rather cumbersome. DCR expects
that such immediate recognition of charge-offs will elevate
losses on the master trust, a contingency more than adequately
covered with available credit enhancement and/or excess spread.

The restitution responsibility lies not with the master trust
but with Sears, irrespective of whether or not the master trust
was the beneficiary of any payments made on reaffirmed accounts.
Neither reaffirmations fully repaid as of April 9, 1997 nor
subsequently charged-off before full repayment was made prior to
the finding will result in increased losses.

Although currently uncertain, the charge-off of the master
trust's reaffirmation accounts will likely represent some
elevation of the master trust's in 1997. The master trust's
excess spread trigger, three consecutive months of negative
spread rather than the more typical rolling three-month average
of negative excess spread provides some prepayment protection.
However, DCR's rating does not address prepayment risk. Despite
the present undetermined factors, DCR believes the current
required enhancement amounts represent sufficient protection from
any interruption of the receipt of timely interest and of
ultimate payment of principal by the respective series
termination dates. As additional loss protection, the master
trust's Class C certificates will be available to sustain losses.

Sears estimates that only a minimal portion of the total $412
million of questionably reaffirmed account receivables are
currently present in the master trust. DCR believes that the
master trust has sufficient credit enhancement to withstand such
a potential increase in charge offs such affirmed accounts
represent, even under worst case assumptions.

SOURCE Duff & Phelps Credit Rating Company /CONTACT: Sean
P. Sheerin, 212-908-0247 or, Christopher
Donnelly, 212-908-0237 or, Amy Snyder, 312-368-
2076 or, or Georgina Fiordalisi, public relations
contact, 212-908-0212 or, all of DCR/