TCR_Public/970919.MBX       T R O U B L E D   C O M P A N Y   R E P O R T E R

        Friday, September 19, 1997, Vol. 1, No. 20

                        In This Issue

AUTOMOBILE CREDIT FUND: Will the Warrants Be Distributed?
BIG RIVERS: US Objects to Examiner’s Fee
CREATIVE COMPUTERS: To Acquire the Assets of Elek-Tek
GREAT AMERICAN: Court Approves Settlement
MODEL IMPERIAL: Sel-Leb To Purchase Subsidiary of Model Imperial      

POCKET COMMUNICATIONS: Reply to FCC’s Opposition  to Value Licenses
UNITED HEALTHCARE: Seeks Shortened Hearing and Order for Sale
US ONE COMMUNICATIONS: Seeks Extension to Assume or Reject Leases
WET SEAL: Bid for Rampage Retailing, Inc. Rejected

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AUTOMOBILE CREDIT FUND: Will the Warrants Be Distributed?
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The Former Official Creditors Committee has sought relief requiring Search Financial Services, Inc. (formerly known as Search Capital Group, Inc.) to issue to members of Classes 9-16 the warrants called for under the plan, together with certain adjustment

to reflect changed circumstances and appointing three of Search’s outside directors to consider whether litigation now pending against Search in another federal district should be settled.

According to Search, the number of Warrants to be issued to each claimant cannot yet be determined, the court has no jurisdiction to control the corporate governance of Search, which has never been a debtor, and this matter will be rendered moot upon the

Court’s resolution to the claims of the broker/dealers filed by the former Official Creditors Committee and by the debtors.

Search claims that it never expected that it would take this long to issue the Warrants called for by the Plan.  The Warrant issuance cannot be easily done without resolution of the Mississippi suit, unless the great majority of the broker/dealer claimant

s default on the objections whcih have been filed against their claims or if the Court disallows them. At the last status hearing regarding these cases held in May, the Court gave Search six additional months before the Court would take up this issue agai

n. Search also agrues that the claimants can show no damages arising from the delay in issuance of the Warrants.


BIG RIVERS: US Objects to Examiner’s Fee
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Big Rivers Electric Corporation is joined by the United States, on behalf of its Rural Utilities Service, Department of Agriculture, for a pre-trial conference on September 22, 1997 to discuss the Examiner, J. Baxter Schilling’s  fee application.

The Examiner has filed two applications for compensation and reimbursement of expenses, and  a proof of claim “not to exceed $4.41 million.  The United States, on behalf of its Rural Utilities Service, Department of Agriculture (US) objects to payment and

the use of its cash collateral to pay those fees and expenses.  The US states that the examiner is not a disinterested person, since he had an agreement with unsecured creditors for compensation, which was not disclosed.  The US argues further that the E

xaminer violated the continuing duty to disclose the conflict that renders him disinterested, and the examiner should receive no fees related to his presentation of fee applications, and should not be paid from cash collateral.


CREATIVE COMPUTERS: To Acquire the Assets of Elek-Tek
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Creative Computers, Inc. announced that  it has signed a definitive agreement to acquire all of the assets  of Skokie, Illinois-based Elek-Tek, Inc.   This agreement was signed in connection with the filing today by Elek-Tek for protection under Chapter 1

1 of the U.S. Bankruptcy  Code. Under the terms of the agreement, Creative will pay $43 million in cash for Elek-Tek's assets, subject to certain adjustments including the valuation of liquid assets ($45.3 million, after reserves, as of August 31, 1997).



If this acquisition is completed, Creative will not assume any of Elek-Tek's liabilities or leases.  The closing of the transaction is subject to contingencies, including bankruptcy court approval.
For the six months ended June 30, 1997, Elek- Tek reported revenues of $133 million and a net loss of $3.6 million.  Creative will evaluate which of Elek-Tek's retail stores to continue in operation, and expects to give up certain of Elek- Tek's revenues

as it concentrates on profitable sales.  

"The acquisition of Elek-Tek's assets, including its customer list and the associated going business concern, marks a significant  milestone in our growth strategy to increase Creative's PC/Wintel market share," stated Frank Khulusi, Creative's Chairman a

nd Chief  Executive Officer.  
  
Elek-Tek further announced that it has filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code in the  District of Delaware. The filing will enable ELEK-TEK to better supply, service and support customers while it awaits Court  approval of

the sale.
  
Elek-Tek has approximately $36.4 million of secured debt, owed  primarily to Deutsche Financial Services Corporation and Nations Commercial Credit Corporation.  In addition, approximately $21.8 million is owed to other creditors, including subordinated de

btholders. It is not expected that funds will be available for distribution to stockholders.

Richard Rodriguez, President and Chief Executive Officer of Elek-Tek stated, "The combination with Creative Computers will produce a more meaningful entity for dealing with both suppliers and  customers."


GREAT AMERICAN: Court Approves Settlement
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On September 11, 1997, the Bankruptcy Court for the District of New Jersey entered an order approving a settlement providing for qualification of claimants in Class 3 to receive distributions from Class 4 pursuant to interclass adjustment.  The settlement

provides that only those Class 3 general unsecured claims that are fully and finally fixed and liquidated as to amount on or before the effective date of the Joint Plan will be entitled to receive the interclass adjustment from the Class 4 subordinate de

btholders.  


MODEL IMPERIAL: Sel-Leb To Purchase Subsidiary of Model Imperial      
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Sel-Leb Marketing, Inc. announced  that its 90% owned subsidiary, Ales Signature, Ltd., has reached an agreement to purchase certain assets of SBC Corporation, Inc. a subsidiary of Model Imperial Inc. SBC Corporation, Inc., is a manufacturer of cosmetics,

skin care
and treatment products.  This acquisition is expected to be consummated prior to October 30, 1997.
  
The assets purchased include inventory as well as popular trademarks and trade names including Signature Solutions(TM), Giraffe(TM), Signature Beauty Care(TM) and Salonessence(TM), Lip- Set(TM) and Groomer's Secret(TM).  The products are sold through  pla

n-o-gramed space in some of the largest drug chains in the U.S.
  
Hal Markowitz, Chairman of the Board, stated, "The Signature(TM) line compliments Sel-Leb Marketing, Inc.'s present business and fits beautifully into our strategy of expanding our product line through acquisitions."

The agreement is subject to the approval of the Bankruptcy Court.


POCKET COMMUNICATIONS: Reply to FCC’s Opposition  to Value Licenses
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Pocket Communications, Inc. and DCR PCS, Inc., replied to the FCC’s opposition to an expedited hearing to determine the value of the FCC’s secured claim in debtor DCR PCS’s PCS licenses.

The debtors argue that while the FCC believes that “no reorganization plan could be confirmed without the FCC’s agreement,” the actual agreement with the FCC included a reference wherein the FCC expressly agreed to evaluate the debtor’s proposals to restr

ucture, and as part of that evaluation to consider the fair market value of the licenses.

The debtor believes that the FCC will not consider any proposal to restructure the notes on licenses and will make no commitments to the debtors to negotiate a restructuring of the debtors’ obligations, in violation of its agreement with the debtor.

The debtors argue that a valuation of the licenses is required in order to determine the amount of the FCC’s claim under a plan that involves return of some or even all of the licenses. Thus, a valuation would be necessary even if the Court were to accept

the FCC’s claim of a wholesale right to take over this case with respect to approving or rejecting any reorganization plan involving a restructuring of the FCC debt on licenses retained or transferred by the debtors.

The debtors ask the Court to hold an expedited valuation hearing and they encourage the Court to value the licenses at $300 million, or as proposed by the debtors’ experts when their final report is complete.