TCR_Public/980408.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
     
   Wednesday, April 8, 1998, Vol. 2, No. 68              
                    
                   Headlines

ARROW TRANSPORTATION: First Amended Plan of Reorganization
BN1 TELECOMMUNICATIONS: Order Grants Extension for Leases
BN1 TELECOMMUNICATIONS: Order Grants Motion for Bar Date
BN1 TELECOMMUNICATIONS: Stipulation to Extend Financing
BOYDS WHEELS: Seeks Order for Fixing Bar Date

BRUNO'S: Consent Order and Stipulation with L'EGGS
FRETTER INC: Trustee Claims Settlement Tainted By Conflict
GAYLORD COMPANIES: Agreed Order Extending Cash Collateral
LA GEAR: Extension of Bar Date
LIBERTY HOUSE: Goes With Existing Lender DIP Financing

OXFORD HEALTH: Hearing on $350 Million Capital Infusion
PHELPS TECHNOLOGIES: Emergency Motion for TRO
RELIANCE ACCEPTANCE: Hearing on Auction
RELIANCE ACCEPTANCE: Time to Assume or Reject Leases
RIVER OAKS: Applies to Retain and Engage Osnos & Company

SEARCH FINANCIAL: Order Authorizes Sale of Assets
SUN CITY: Trustee Selected
TOSHOKU AMERICA: Seeks Extension of Exclusivity
US ONE COMMUNICATIONS: Court Confirms Plan
VAN CAMP: Buyer Seeks $1.5M Purchase Price Adjustment

VENTURE STORES: Court Approves Rejection of Dollar Leases
VENTURE STORES: Seeks Order Establishing Bar Dates
VENTURE STORES: Wants to Assume Credit Card Agreement
VOICE POWERED: Motion for Order Confirming Plan
WRT ENERGY: Reports $1.7 Million Loss
ZENITH: Firing 400 Workers

                   *********

ARROW TRANSPORTATION: First Amended Plan of Reorganization
----------------------------------------------------------
The plan provides for the complete liquidation of the
remaining assets of Arrow Transportation Co. of Delaware,
debtor and of the proceeds of the liquidation to
creditors.

Allowed secured claims will be paid in full either in
cash, by a liquidation of the creditor's collateral, or by
the surrender of the secured creditor's collateral in
those situations where the collateral is worth less than
the debt.

All Administrative Claims and Priority Claims will be paid
in full in cash within 30 days of the Effective Date or
when allowed by court order or pursuant to agreement
between the claimant and Arrow.

Treatment of Classes:

Class 1. Priority Claims - paid in full
Class 2. Allowed secured claim of Congress Financial
Corporation Northwest - paid in full.
Class 3. $2.1 million paid to Commercial Corporation
("Associates").
Class 4. The Allowed Secured Claim of Concord Commercial
Corp. was fixed at $385,000.
Class 5. Part of the collateral securing the allowed
secured claim of Mellon US Leasing was sold to Matlack.
($1.128 million) The remainder of Mellon's remaining
collateral was surrendered prior to the effective date.  
Any deficiency claim shall be treated as a general
unsecured claim.
Class 6. The collateral securing the secured claim of
Mercedes Benz  Credit Corporation was surrendered prior to
the effective date.  Any deficiency claim shall be treated
as a general unsecured claim.
Class 7. The allowed secured claim of Deer Park (Texas)
Independent School District for ad valorem property taxes,
if any, shall be paid in full in cash when allowed by
order of the court.
Class 8. The class 8 allowed secured claim of Multnomah
County, Oregon, for personal property taxes, if any, shall
be paid in full in cash when it is allowed by an order of
the court.
Class 9 and 10. The claim of Louis and Karen Larsen and  
the claim of Unified Sewerage Agency of Washington County,
Oregon, respectively shall have no right to payment from
the continuing estate until they exhaust their remedies
against Arrow's interest in a certain liability policy.  
Any judgment amount remaining unpaid after application of
insurance proceeds, shall be treated as a general
unsecured claim.
Class 11.  The continuing Estates shall make pro rata
payments to Allowed Claims in Class 11 from the proceeds
of the liquidation of assets and causes of action.  All
pro rata payments shall be net of payment of any allowed
secured claims, taxes, liquidating expenses and reserves
for anticipated expenses and an amount reserved for claims
having priority over class 11 contested Claims.
Class 12.  Arrow Transportation Co. shall receive nothing.

Classes 9, 10, and  11 are impaired.

A three-member committee is to be formed to advise the
Trustee, who will have complete authority to conduct the
collection of assets of the continuing estates and
distribute the assets pursuant to the plan.  The Trustee
will be compensated $175 per hour subject to prior
approval by the continuing committee.


BN1 TELECOMMUNICATIONS; Order Grants Extension for Leases
---------------------------------------------------------
The time within which BN1 Telecommunications, Inc. must
assume or reject its leases with Lucerne Plaza and
Saalfield Square has been extended until confirmation of
BN1's plan of reorganization.  The time within which  must
assume or reject its leases with Akron Redevelopment and
Central Collage Partners has been extended until March 31,
1998.  


BN1 TELECOMMUNICATIONS: Order Grants Motion for Bar Date
--------------------------------------------------------
The court in the case of BN1 Telecommunications, Inc. has
entered an order fixing May 20, 1998 as the last date
within which proofs of claim or interests may be filed in
this case.


BN1 TELECOMMUNICATIONS: Stipulation to Extend Financing
-------------------------------------------------------
Judge Marilyn Shea-Stonum entered an order based upon the
agreement between BN1 Telecommunications, Inc. and
FirstMerit Bank, NA authorizing the debtor to obtain
secured post-petition debt up to and including May 15,
1998 (extended 45 days from March 31, 1998).


BOYDS WHEELS: Seeks Order for Fixing Bar Date
---------------------------------------------
Boyds Wheels, Inc. is requesting an order fixing the last
date for the filing of proofs of claim by all creditors of
the debtor.  The debtor believes that 60 days of the
service of the Bar Date notice will provide sufficient
time for the debtor's creditors to file proofs of claim.


BRUNO'S: Consent Order and Stipulation with L'EGGS
--------------------------------------------------
The debtors, PWS Holding Corporation and Bruno's Inc., et
al., entered into a consignment agreement in 1997 for the
sale of L'EGGS products in most of debtors' stores.

During fiscal year 1997, the debtors had annual sales of
$2 million in hosiery, approximately 60% of which was
attributable to lieges products.

The parties are seeking approval by the court of the
assumption of the consignment agreement.  The parties
agree that $163,000 is due and owing by the debtors to
lieges. The debtors will pay $13,583 per month for one
year and all invoices generated by L'EGGS for the sale of
products occurring from and after the last dates on which
L'EGGS filled display racks in accordance with the
"replenishment invoices".


FRETTER INC: Trustee Claims Settlement Tainted By Conflict
----------------------------------------------------------
Saying that "reliance on the independence of counsel is
paramount," the U.S. Trustee has objected to Fretter's
global settlement and contended that the company's
attorneys have a conflict of interest.  Trustee Donald
Robiner's argued that the settlement must be rejected
because Fretter's counsel, Jones Day Reavis & Pogue, has
"past and present relationships" with two major creditors:
Dixons U.S. Holdings Inc.; and BT Commercial Corp.
(Federal Filings Inc. 7-Apr-1998)


GAYLORD COMPANIES: Agreed Order Extending Cash Collateral
---------------------------------------------------------
The parties have reached an agreement permitting the
debtors to continue to use cash collateral of their
secured lender, Greenfield Commercial Credit, LLC through
and including April 16, 1998, and in accordance with the
Budgets of the debtors, Gaylord Companies, Inc., and its
affiliated companies.


LA GEAR: Extension of Bar Date
------------------------------
LA Gear, Inc., debtor, and the Official Committee of
Creditors wish to extend the Bar Date for creditors to May
15, 1998 and the Bar Date for co-debtors, sureties and
guarantors to June 1, 1998, in order to give creditors
approximately forty-five days after the mailing of the
notice of the Bar Date to file proofs of claim.


LIBERTY HOUSE: Goes With Existing Lender DIP Financing
------------------------------------------------------
Seeking to avoid a cash collateral fight, Liberty House
Inc. went with a $50 million debtor-in-possession credit
facility from the company's prepetition lenders, led by
Bank of America, shunning a similar DIP financing proposal
from General Electric Capital Corp.  The U.S. Bankruptcy
Court in Honolulu authorized Liberty House to borrow $13
million on an interim basis at an April 2 hearing and set a
final hearing for April 9.  The retailer has said it
must have the ability to purchase about $282.6 million of
merchandise during the next 21 months.
(Federal Filings Inc. 7-Apr-1998)


OXFORD HEALTH: Hearing on $350 Million Capital Infusion
-------------------------------------------------------
The Connecticut Department of Insurance will hold a public
hearing April 22 on Oxford Health Plans Inc.'s proposal to
get a $350 million capital infusion from Texas Pacific
Group, which would acquire a stake in the Norwalk-based HMO  
company.  The department has jurisdiction over the change
of control of Oxford's Connecticut HMO.
(Hartford Courant; 04/04/98)                          


PHELPS TECHNOLOGIES: Emergency Motion for TRO
---------------------------------------------
Mercantile Bank f/k/a Mark Twain Kansas City Bank, and the
Official Committee of Unsecured Creditors, are seeking a
court order to compel the marshaling of assets against the
defendants, members of the Phelps family, and LaSalle
Business Credit, Inc.  In the alternative, the plaintiffs
request that LaSalle be restrained and enjoined form
releasing any collateral pledge to it by the Phelps to
secure debts of the debtors until such time as this court
can resolve the marshaling issue.

The plaintiffs state that marshaling is appropriate in
this case.  There are two lienholders who are creditors of
the same debtor, there are two funds belonging to the
common debtor, only one creditor has access to both funds
and the application of marshaling will not prejudice the
senior creditor against whom it is asserted.  

LaSalle, in this case has access to assets pledged by the
Phelpses, including a certificate for $1 million to which
neither Mercantile Bank nor the Creditors Committee have
access.  The only issue is whether those funds belong to a
common debtor because the assets pledged by Phelps are not
technically owned by the debtors.  The plaintiffs state
that there is ample evidence of Michael Phelps' misconduct
(which they delineate) to warrant marshaling in this
action.  Accordingly, plaintiffs request that a marshaling
order issue requiring LaSalle to proceed first against the
collateral pledged by the Phelps's including the Phelps
certificate.


RELIANCE ACCEPTANCE: Hearing on Auction
---------------------------------------
A hearing will be held on April 28, 1998 in connection
with the Sale Motion of Reliance Acceptance Group, Inc.
and Reliance Acceptance Corporation for an order
authorizing and approving the sale of the debtors' $110
million auto loan receivables.

A qualified bid must be for all cash, and exceed
$1,325,000.


RELIANCE ACCEPTANCE: Time to Assume or Reject Leases
----------------------------------------------------
Reliance Acceptance Group Inc. and Reliance Acceptance
Corporation and its wholly -owned subsidiaries, the
debtor, are seeking an extension of time in which the
debtor must assume or reject executory contracts and
unexpired leases of nonresidential real property.  The
debtors seek an extension of approximately 60 days, from
April 10, 1998 to and including June 10, 1998.

The debtors seek the extension on the grounds that
additional time is necessary to assess the debtors' best
course of action with respect to certain leases and
contracts.  The debtors state that if they must decide by
April 10, 1998 whether to assume or reject all executory
contracts and leases, they will be forced to make
premature decisions based on incomplete information
regarding the merits of continuing operations at the
remaining locations.


RIVER OAKS: Applies to Retain and Engage Osnos & Company
--------------------------------------------------------
River Oaks Furniture, Inc., R.O. East, Inc., Gaines
Maunfacturing Co. and R.O. West, Inc., debtors applied for
authority to retain and engage Osnos & Company, Inc. as
interim officers in these Chapter 11 cases.

Osnos will render independent crisis management and
operational advisory services to the debtors as needed
throughout the course of these Chapter 11 cases.  The
hourly rates to be charged are $150-$200 per hour.  A
hearing will be held on April 16, 1998 to consider this
application.


SEARCH FINANCIAL: Order Authorizes Sale of Assets
-------------------------------------------------
In the case of Search Financial Services Acceptance Corp.,
MS Financial Inc., Search Funding Corp., and Search
Financial Services Inc., debtors, the court entered an
order approving the sale of portfolio of automobile note
receivables to Fleet Bank NA.


SUN CITY: Trustee Selected
--------------------------
The United States Trustee advised the court in the case of
Sun City Industries, Inc., debtor, that Soneet Kapila has
been selected for appointment by the US Trustee as the
Chapter 11 Trustee in the case, and the court has approved
the appointment.


TOSHOKU AMERICA: Seeks Extension of Exclusivity
-----------------------------------------------
A hearing will be held on April 16, 1998 with respect to
the motion filed by Toshoku America, Inc., the debtor,
seeking an extension of its exclusive periods to file a
plan of reorganization and solicit acceptances thereto.

The debtor is requesting an extension of an additional 98
days through and including July 30, 1998 and September 28,
1998 respectively.  This Chapter 11 case, according to the
debtor is large and complex.  the debtor is party to
hundreds of commodity purchase contracts, its assets and
liabilities are substantial and it expects many millions
of dollars of claims to be filed against the estate.

The cross border issues occasioned by the Japanese
insolvency proceeding of Ltd. add to the complexity of the
case.  At present, the debtor is in the process of
analyzing its businesses and relationships such that it
can propose a plan of reorganization in the near future.

The debtor states that it has made significant progress in
stabilizing its business operations, that creditors will
not be prejudiced by an extension, and that the debtor is
unaware of the nature and amount of claims that will be
filed against it - and cannot propose a plan without such
information.


US ONE COMMUNICATIONS: Court Confirms Plan
------------------------------------------
On March 30, 1998, Judge Peter J. Walsh entered an order
confirming the first amended joint Chapter 11 liquidating
plan of US One Communications Corp., US One Communications
Services Corp., and US One Communications of New York,
Inc.

All proofs of claim for damages allegedly arising from the
rejection pursuant to the plan or the confirmation order
of any executory contract or any unexpired lease to which
such person is a party shall be filed no later than April
30, 1998.


VAN CAMP: Buyer Seeks $1.5M Purchase Price Adjustment
-----------------------------------------------------
Tri-Union Seafoods L.L.C. is seeking from Van Camp an
approximate $1.5 million adjustment to the $97
million purchase price for Van Camp's assets.  Van Camp
believes Tri-Union owes the company $500,000 in connection
with the asset sale, however, "to be conservative," Van
Camp's liquidating plan assumes the company will not
receive any additional cash from Tri-Union.  Tri-Union
purchased substantially all of Van Camp's assets on Aug. 6
for $92 million cash and a $5 million note.
(Federal Filings Inc. 7-Apr-1998)


VENTURE STORES: Court Approves Rejection of Dollar Leases
---------------------------------------------------------
On March 17, 1998, the court approved the rejection of the
Dollar Store Leases, such rejection to be effective as of
February 24, 1998.  No expenses shall accrue or be payable
by the debtor on or after February 24, 1998.


VENTURE STORES: Seeks Order Establishing Bar Dates
--------------------------------------------------
A hearing on the motion of Venture Stores, Inc., debtor,
for an order establishing bar dates for filing proofs of
claim will be held on April 15, 1998.

The debtor is seeking to establish May 29, 1998 as the
last date for all creditors and certain interest holders
to file proofs of claim.


VENTURE STORES: Wants to Assume Credit Card Agreement
-----------------------------------------------------
The debtor's ability to accept Visa and MasterCard  credit
cards is governed by a Merchant Agreement that the debtors
seek to assume.  The debtor's net prepetition credit card
sales for the year ending December 31, 1997 totaled
$332,702,158  which accounted for 23.7% of debtor's
revenues.  The debtor believes that without this agreement
the debtor would be at a competitive disadvantage, and
would lose many of its sales.


VOICE POWERED: Motion for Order Confirming Plan
-----------------------------------------------
Voice Powered Technology International, Inc., debtor,
submits a memorandum in support of confirmation of the
amended plan proposed by debtor and Franklin Electronic
Publishing, Inc.

The principal features of the plan are the resolution of
the pre-petition secured claim of Franklin Electronic
Publishing, Inc. by virtue of the issuance to Franklin of
common stock of the debtor equal to at least 80% of the
debtor's outstanding common stock, on a fully diluted
basis; and the loan by Franklin to the debtor of $350,000
to be used to pay claims.  Preferred stock will be
converted to common, and the existing holders of common
stock will retain their existing stock. The plan has been
overwhelmingly accepted by all classes entitled to vote on
the plan.  

The plan provides for the preservation of some value for
unsecured creditors and shareholders notwithstanding the
fact that Franklin has both pre and post petition liens
against substantially all assets of the debtor, and that
Franklin's pre-petition secured indebtedness is
approximately twice the estimated value of the debtor's
assets.


WRT ENERGY: Reports $1.7 Million Loss
-------------------------------------
WRT Energy Corp., which emerged from bankruptcy in July, on
Wednesday released its first six months of results with a
$1.7 million loss.

The loss of 8 cents a share was on revenue of $10.5
million. Earnings before interest, taxes, depreciation and
amortization were $3.6 million, President Gary Hanna, said.

The Oklahoma City-based company also has changed its name
to Gulfport Energy  Corp., a newly formed entity planned
when the company came out of bankruptcy July 11.

Tri-C Resources Inc. of Houston has signed an agreement to
develop the exploration potential of the new Gulfport
interest in 4,600 acres in the West Cote area, Hanna said.
(Daily Oklahoman - 04/03/98)


ZENITH: Firing 400 Workers
--------------------------
Zenith Electronics Corp. said it will fire 400 of the 2300
workers at a picture-tube plant, two days after the
television maker reported a big 1997 loss that raised
doubts about its ability to survive. The job cuts, which  
are effective June 1, represent 4 percent of total company
employment of 10,000. Analysts expect more reductions as
the company restructures to try to  
stave off bankruptcy.

The Melrose Park, Illinois, plant received $100 million in
automation upgrades in mid-1996 that was supposed to make
it profitable, said John Taylor, Zenith spokesman.
(State Journal Springfield - 04/04/98)

                   *********

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