TCR_Public/980521.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
     
     Thursday, May 21, 1998, Vol. 2, No. 101                  

                  Headlines

BENNETT FUNDING: Favorable Decision for USB Holding
BOSTON CHICKEN: May Not Meet Payments            
BRADLEES: Appointments of New Executives
BRADLEES: Objections to Disclosure Statement
CREDIT LYONNAIS: Commission Approves $16 Billion Plan

DOW CORNING: Announces Job Cuts
GEOTEK COMMUNICATIONS: May Seek Bankruptcy
GIBSON'S HOLDING: Seeks Approval of Agreement with the IRS
GIBSON'S HOLDING: Taps Special Counsel - Conner & Winters
HANCOCK FABRICS: Reports Lower Earnings

HOME THEATER PRODUCTS: SEC Sues 3 Former Execs
HOSPITAL STAFFING SERVICES: Court Approves Ernst & Young
LEVITZ FURNITURE: Operating Report - Month Ending 3/31/98
MANHATTAN BAGEL: Reports 1997 Financial Results
ORANGE COUNTY: KPMG Peat Marwick Settles       

OXFORD HEALTH: Named in Suit to Pay for Viagra
PAN AM: Reaches Agreement With NationsBank on Plan
PARAGON TRADE: Exclusivity Extended to July 17
PETRIE RETAIL: Exclusivity Extended to June 3
PRECISION STANDARD: Reports Sales and Earnings

TULIP COMPUTERS: Might Have Buyer
ULTRAFEM: NASDAQ Notifies Company Common Stock is Delisted
UNISON HEALTHCARE: Notifies SEC of Late Filing
VOICE POWERED TECHNOLOGY: Late Filing of Quarterly Report
ZENITH: May File For Bankruptcy
ZENITH: Supplement to Tender Offer

                *********

BENNETT FUNDING: Favorable Decision for USB Holding
---------------------------------------------------
Thomas E. Hales, Chairman of the Board of U.S.B. Holding
Co., Inc., the parent company of Union State Bank announced
that the United States Bankruptcy Court, Northern District
of New York, with jurisdiction over the Bennett Funding
Group bankruptcy, issued a Memorandum Decision,
Findings of Fact, Conclusion of Law and Order, concerning
the First National Bank of Carmi joint trial, which
Decision affects several creditor banks including Union
State Bank.

The Decision granted the banks' motion to modify the
automatic stay and directed the Trustee to turn over to the
banks the sums collected on leases which secure loans made
to Bennett by the banks since the entry of the banks'  
specific segregation order.  The Decision also directs the
Trustee to continue to turn over all future sums collected
on leases which secure loans made to Bennett by the banks,
less a servicing fee that may be retained by the Trustee.   
The Decision allows the Trustee to withhold the amount of
certain alleged  preference payments until resolution of
the underlying adversary proceeding  commenced by the banks
against Bennett.

Based on the Decision, the Bank believes it will recover a
substantial amount of the $3.3 million due from Bennett.  
The amount that will actually be recovered has not yet been
quantified.  The Trustee has filed an appeal from this
Decision.


BOSTON CHICKEN: May Not Meet Payments            
-------------------------------------
Boston Chicken Inc. reported a bigger-than-expected loss
for the latest quarter Tuesday and the once high-
flying restaurant chain said it may have trouble making its
debt payments.  Boston Chicken, with more than 1,150
restaurants in 38 states, reported a net loss of $313
million, or $4.38 a share, on sales of $212 million for the  
three months ended April 19.

The company's stock and convertible bonds tumbled on the
news, but Chief Executive Officer J. Michael Jenkins, who
was appointed on May 1, reiterated that the Golden, Colo.-
based company had no plans to seek bankruptcy protection.   
The results included a $202 million allowance for possible
losses on loans to franchisees and a $58 million charge for
losses incurred by franchise affiliates.

Analysts had forecast a loss of 61 cents a share for the
quarter, according to First Call Inc., which tracks
analysts' estimates. A year ago Boston Chicken had net
income of $21 million, or 31 cents a diluted share, on
sales of $117 million.   Sales, including those of
franchise outlets not owned by the company, fell  
16 percent to $322 million from $382 million a year
earlier.

The company is evaluating the possible sale of assets,
although no plans have been made. It owns a 52 percent
stake in the Einstein/Noah Bagel chain, which could be sold
in part or in whole, and real estate that could be sold and
leased back.  Boston Chicken stock, which traded as high as
$41 in late 1996, fell $1.23 to $3.02, a drop of almost 30
percent that made it one of the biggest losers of
the session on the Nasdaq market. Its convertible bonds
also tumbled.

Boston Chicken said if it was unsuccessful in renegotiating
its credit lines or raising cash through asset sales, "it
could lead to the company's inability to meet its financial
obligations." The goal is to eliminate some $30 million of
overhead expenses, down from the current $95 million on an
annualized basis.  Jenkins was appointed to the top post
after top officers Scott Beck and Saad Nadhir resigned.
(Reuters: Financial - 05/19/98)


BRADLEES: Appointments of New Executives
----------------------------------------
Bradlees, Inc. announces the appointments of Mr. Bruce
Conforto and Ms. Anneliz Hannan to the positions of Senior
Vice President-Chief Information Officer and Vice
President, Corporate Communications and Investor Relations,
respectively. Robert G. Lynn was promoted to  Chief
Operating Officer effective April 29th.


BRADLEES: Objections to Disclosure Statement
--------------------------------------------
Intech Construction, Inc., tells the Court that it has
asserted a mechanic's lien claim against State Street Bank
and Trust Company and Bradlees Stores, Inc. for work
performed on property owned by State Street and/or the
Debtor and located in Philadelphia, Pennsylvania.  Earlier
in the Debtors' chapter 11 cases, Intech obtained relief
from the automatic stay to prosecute its mechanic's lien
claim against the Debtor, and has filed a complaint in the
Philadelphia County Court of Common Pleas seeking
judgment upon its perfected mechanic's lien claim.

Intech objects to the Disclosure Statement, specifically
Section Three: Summary Of The Plan, III. Classification and
Treatment of Claims and Interests at pages 58 to 63,
because the Disclosure Statement fails to provide for the
treatment of Secured Claims such as Intech's claim.

Intech proposes that the Disclosure Statement be modified
to add a section providing for the treatment of Secured
Claims other than the Bank Group Claim and the SPE Claim.

Peabody Andover Corp. objects to the Disclosure Statement
because, it says, the Debtors have failed to take into
account in the Disclosure Statement the significant
economic impact of the Debtors' apparent intention to seek
rejection of an assumed lease held by Peabody and/or the
closure of the store.  Peabody says that this omission
renders the current version of the Disclosure Statement
materially misleading and lacking "adequate information."
  
Peabody indicates that it was informed by the Debtors of
their desire to seek rejection of the Peabody Lease -- for
which the Debtors obtained authority to assume in 1995 --
with respect to the store located in Peabody, Massachusetts
and/or closure of the store operating at that
location.  The assumed lease represents a significant
obligation of the Debtors and the Disclosure Statement
nowhere accounts for this change in circumstances.  The
obvious consequence of the rejection would be an
additional significant administrative claim.  Equally clear
is that the closure of the store would alter the financial
projections of the Debtors. Thus, the Debtors current
assessment of the future of the Debtors, the amount of cash
necessary to pay administrative claims on the Effective
Date, its liquidation analysis, and other related issues
described more fully below, is now significantly incorrect
or at best misleading.  The failure to disclose these
intentions and amend the projections and other
financial analysis makes the Disclosure Statement
materially misleading.

Peabody relates that the fixed rent alone for the balance
of the lease term exceeds $25,000,000. In addition to the
fixed rent, the rent also consists of taxes, insurance,
easement fees, maintenance and other ancillary charges as
provided under the Lease.  (Bradlees Bankruptcy News 20-
May-98)


CREDIT LYONNAIS: Commission Approves $16 Billion Plan
-----------------------------------------------------
The European Commission on Wednesday approved a new 16-
billion-dollar rescue plan for debt-ridden French bank
Credit Lyonnais bank, clearing the way for the biggest ever
state bailout of a single company in Europe.

The new aid package, the third in three years, is designed
to plug gaping holes in Credit Lyonnais' accounts. Without
the cash, the bank, which employs 32,000 people, would
immediately go bankrupt.

In return for the commission's approval, CL has agreed to
sell off assets worth 310 billion francs (51.6 billion
dollars), lifting to 675 billion francs (112.5 billion) the
total value of disposals imposed on the company by Brussels
since 1994. The commission also demanded that the bank
reduce its retail network in France by ten percent (from
2,100 branches to 1,850 by the year 2000) and reiterated
that the bank must be privatised by October 1999.

If CL requires all of the 98 billion francs of extra
subsidies cleared by the commission on Wednesday, the total
bill to the French taxpayer for keeping the bank alive will
reach 147 billion francs (24.5 billion dollars).
The bank received aid of 45 billion and four billion francs
in 1995 and 1996 respectively.  The assets which Credit
Lyonnais must sell off are mainly in Europe outside  
France. These have a total value of 529 billion francs
(88.1 billion dollars).

The sale of branches and other disposals in France will
raise some 62 billion francs. A further 64 billion is to
come from the US, Canada and Asia and 20 billion from Latin
America.  Of the total of 675 billion francs of disposals,
some 200 billion francs' worth have already been realised.
As well as demanding a reduction in Credit Lyonnais' asset
base, the commission also imposed conditions designed to
ensure there is no repetition of the extravagant
expansionism of the late 1980's which led to the bank's
current problems.

Until 2001, the bank's balance sheet must show no more than
3.2 percent growth. Between 2002 and 2014 it will not be
allowed to take on any new commitments if this involves a
deterioration in its solvency ratio.  In return, the
commission left the French government with a degree of  
flexibility over the handling of the privatisation of the
bank.  German insurance giant Allianz has indicated it
might wish to obtain a share of Credit Lyonnais and Japan's
Nippon Life is among other interested parties.

The French government is due to vote on a privatisation
bill later this year and the procedure should get underway
next March. (Agence France Presse - 05/20/98)


DOW CORNING: Announces Job Cuts
-------------------------------                         
Dow Corning Corp. plans to eliminate 1,000 jobs  
worldwide by the end of 2000 in an ongoing effort to
streamline the company. The manufacturer of silicone-based
products has about 9,300 employees worldwide, with 5,500 of
them in the United States. About 3,800 of its workers  
are in Michigan, spokesman Kevin Wiggins said Tuesday.

None of the workers will be laid off, he said. The job
reductions will come through voluntary retirements,
attrition and the consolidation of some positions, he said.

Dow Corning hasn't decided which jobs or plants might be
targeted for the job cuts, said spokesman T. Michael
Jackson. The cuts stem from the company's 4-year-old
program to redesign its operations and remain competitive.
Most of the job cuts will be in management rather than
production.


GEOTEK COMMUNICATIONS: May Seek Bankruptcy
------------------------------------------
Geotek Communications Inc. may be forced to file for
bankruptcy if its preferred equity holders and creditors
fail to provide concessions.  The wireless communications
company is experiencing severe cash flow problems and needs
immediate access to capital to fund operations and working
capital needs, including significant past due trade
receivables.  Geotek has begun talks with its largest
debt and equity holders in an effort to address the
situation. (Federal Filings, Inc. 20-May-1998)


GIBSON'S HOLDING: Seeks Approval of Agreement with the IRS
----------------------------------------------------------
The debtors, Gibson's Holding Company, et al., seek
approval of a certain closing agreement with the IRS.  In
accordance with those terms, the IRS and the debtors have
fully and finally resolved the issues of the debtors' tax
liabilities for the fiscal years ended on 1/30/93, 1/29/94,
1/28/95 and 2/3/96.  The total IRS claim amount is
$1,086,669.  The debtors will pay the IRS claim in six
equal payments over a period of six years.

In the debtors' business judgment, the resolution of the
issues between the parties through the Closing Agreement
and in accordance with its terms is in the best interests
of the debtors, their creditors and their estates, and
easily surpasses the lowest level of reasonableness.


GIBSON'S HOLDING: Taps Special Counsel - Conner & Winters
---------------------------------------------------------
The debtors, Gibson's Holding Company, Gibson's Discount
Centers, Inc. and Gibson Franchise Corp., are seeking court
authority to retain and employ Conner & Winters, PC as
Special Counsel for the debtors.

The debtors seek to retain Conner & Winters to assist the
debtors in their efforts to negotiate the new shareholder
and management agreements necessary to implement the
reorganized debtors' ownership structure and management
team as provided under the plan and to negotiate an
document the debtors' credit facilities contemplated under
the plan so that the debtors will be able to successfully
consummate the plan.

It is the debtors' intention that Conner & Winters become
the reorganized debtors' outside general counsel.  It is
contemplated that Conner & Winters, if retained, will
assist and represent debtors in all corporate matters
related to the reorganized debtors' operations under the
confirmed plan.

The fee schedule for the firm ranges in its per hour
billing rate from $75 per hour for a paralegal to $215 per
hour for partners.


HANCOCK FABRICS: Reports Lower Earnings
---------------------------------------
Hancock Fabrics, Inc. announced its unaudited results for
the first fiscal quarter of 1998. Sales for the 13 weeks
ended May 3, 1998 increased 6.3% to $97.8 million  
from $92.0 million in the same quarter of 1997. Net
earnings decreased to $2.1 million, or $.10 per diluted
share, compared with $2.3 million, or $.11 per diluted
share, in the first quarter of 1997. A reduction in the
Company's LIFO reserve positively affected the quarterly
earnings comparison by $.02 per share.

In commenting on the results, Larry G. Kirk, Chief
Executive Officer, stated, "A 2% decline in comparable
store sales pressured earnings in the first quarter. Our
advertising, in particular, was not as effective as it
should have been. Because of the later Easter this year, we
made a conscious decision to allocate disproportionately
more of our ad budget to the months of March and April.
However, sales in those months did not reach the levels
that were necessary to offset the decline in February
sales. In addition, the absence of a dominant fashion item
this spring clearly hindered sales results," Kirk said.

"The lower comparable store sales resulted in negative
expense leverage due to our relatively high proportion of
fixed costs," Kirk continued.   "Gross margin in the
quarter, before the effect of LIFO, was almost  
identical to last year, and inventories in comparable
stores decreased 2% despite the absorption of merchandise
from 39 closed stores in the last 12 months. At May 3,
1998, outstanding debt was $14 million, or 12.0% of total  
capitalization," Kirk added.

"It is fair to say that we are experiencing some growing
pains as we go through the process of remodeling and
remerchandising the recently acquired Northwest Fabrics
stores after their bankruptcy, while also conducting our
most  ambitious remodeling program ever in the Hancock
stores. Despite the additional costs in the near term, the
improvements to the Northwest stores and the rollout of our
store- within-a-store home decorating concept are
important  parts of our growth and development strategy,
and we intend to complete as much  of this activity as
possible before the major fall and winter selling seasons.  
We are also exploring opportunities for other acquisitions,
new concepts and  new products that we believe will enhance
long-term shareholder value," Kirk  concluded.


HOME THEATER PRODUCTS: SEC Sues 3 Former Execs
----------------------------------------------
The Securities and Exchange Commission sued three former
executives of Home Theater Products Inc. of Anaheim,
charging them with fraud and insider trading.  The seller
of home-entertainment centers went bankrupt two years ago.
The SEC sought to recover profits made from stock trades,
but waived that condition because the executives had
insufficient funds. Two, however, have been barred from
heading a public company.

The SEC suit, filed Wednesday in Santa Ana, says Paul
Safronchik, 37, chief executive officer, and controller
Douglas Roy, 29, falsely reported a profit of $6 million
for 1993-1995 when in fact the company had no net income.
Sales and accounts receivable were overstated by $13
million each. President Jerome Adamo, 62, Buena Park, knew
about the phony data but released public statements anyway,
the SEC alleges.  All three sold stock, reaping thousands
of dollars in profits before investors knew the financial
statements were false, the SEC says. The SEC barred
Safronchik and Adamo from serving as officers or directors
of a public company.

Safronchik and Roy had pleaded guilty to securities fraud,
and Adamo pleaded guilty to insider trading, during earlier
criminal proceedings.  The scheme began in 1992. Each
month, Roy created fake sales invoices.  To keep the
company's auditor in the dark, Safronchik provided mailing  
addresses for purported customers during sales audits. He
rented postal boxes and used them as mail drops to receive
fake audit confirmations, which he gave to the auditor.

Safronchik and Roy paid the fictitious accounts receivable
before they become past due with money from the company's
$15 million line of credit or with cash from an
unregistered stock sale.


HOSPITAL STAFFING SERVICES: Court Approves Ernst & Young
--------------------------------------------------------
Raymond B. Ray, United states Bankruptcy Judge, entered an
order on April 10, 1998 and May 13, 1998 authorizing the
employment of Richard Cartoon of the firm of Ernst & Young,
LLP.  The court has reviewed the application and has been
advised that Barrier Corporation agreed todeposit the sum
of $10,000 with Ernst & Young as a fee deposit and to
provide a limited payment guartanty in the amount of
$40,000 to Ernst & Young.

The court also entered an order granting the debtor's
application to employ Holstein, Peacos & Egort, P.A. as
special cost reporting accountants.  


LEVITZ FURNITURE: Operating Report - Month Ending 3/31/98
-----------------------------------------------------------
ASSETS 31-Mar-98
----------------
CURRENT ASSETS
Cash & Cash Equivalents          5,339,000
Receivables                     24,118,000
Inventories                    142,618,000
Deposits and prepaid expenses    3,442,000
Deferred income taxes            3,521,000
                               ----------------
Total current assets           179,038,000
                                                  

CURRENT LIABILITIES:   
Outstanding checks and cash overdrafts    16,395,000
Current portion of long-term debt          1,333,000
Accounts payable, trade                   30,511,000
Accrued expenses and other liabilities    55,847,000   
Deferred income taxes                              0
Income taxes payable                         231,000
Senior secured facilities                          0
DIP Facility                             148,381,000

Total current liabilities                 252,698,000

Total long-term liabilities                16,153,000
                                                  
LIABILITIES SUBJECT TO COMPROMISE         369,692,000
                                            
                                                  
Consolidated Condensed Statement of Operations
----------------------------------------------
Month Ending 31-Mar-98:
Net Sales  59,386,000
Net Loss  (7,102,000)
                                                  
                                                   

MANHATTAN BAGEL: Reports 1997 Financial Results
-----------------------------------------------                
Manhattan Bagel Company, Inc., today reported EBITDAR
(earnings before interest, taxes, depreciation,
amortization, reorganization expenses and unusual items) of  
$822,891 for the year ended December 31, 1997, compared
with $787,000 in 1996.

Revenues for the year increased 11.5% to $39.6 million from
$35.5 million in 1996, with product sales accounting for
84.0% of the total, compared with 80.7% the previous year.
The Company, which filed for reorganization under Chapter
11 of the Federal Bankruptcy Code on November 19, 1997,
reported a net loss of $25.8 million  ($3.43 per share) for
the year.  The 1997 net loss reflected non-recurring  
charges and write-offs of investments totaling $20.0
million; $2.34 million in  additional unusual adjustments
charged against selling, general and administrative (SG&A)
expenses; and $1.44 million in reorganization expenses,  
associated with the Company's Chapter 11 filing.  In 1996,
the Company reported  a $7.48 million net loss ($1.02 per
share), which included $6.97 million of non- recurring
charges, and write-offs of investment.

EBITDAR results for 1997 were adversely affected by, among
other factors, operating losses in Company-owned stores, as
well as costs associated with the temporary transfer of
bagel production for the West Coast stores to the East  
Coast in an effort to assure product quality.  The Company
resumed bagel production on the West Coast during the
second half of the year.

The Company sold or closed all but 12 Company-owned stores.  
The twelve stores which remain in operation are in Southern
California.  The Company continues to operate six of the
locations which, collectively, are profitable.  The
remaining six are being operated by existing franchisees
who have profit and loss responsibility for the stores.  
The Company intends to sell the 12 remaining locations to  
franchisees.
    

ORANGE COUNTY: KPMG Peat Marwick Settles       
----------------------------------------
KPMG Peat Marwick LLP issued the following statement in
regard to its legal settlement with Orange County,  
California:

KPMG has settled four separate lawsuits which had been
brought against the firm claiming a total of $3.5 billion
in damages, including a $3 billion suit by Orange County.  
KPMG's $75 million settlement ends all litigation against  
the firm related to the 1994 Orange County, California
bankruptcy.  The settlement also puts an end to 3-1/2 years
of extremely expensive, time- consuming litigation for
KPMG, with no end in sight.  No trial date had been  
set in County's case against KPMG.


OXFORD HEALTH: Named in Suit to Pay for Viagra
----------------------------------------------
Oxford Health Plans Inc. was named in a lawsuit asking that
health-insurance providers pay for Pfizer Inc.'s new
impotence pill, Viagra. The lawsuit, which seeks class-
action status, alleges insurance companies and their
plan administrators breached their fiduciary duty under the
Employee Retirement Income Security Act by refusing to
provide coverage of Viagra, lawyers said.  The suit was
filed in U.S. District Court in Brooklyn.


PAN AM: Reaches Agreement With NationsBank on Plan
--------------------------------------------------
Pan Am announced Tuesday that it has taken a major step
towards reorganizing by reaching an agreement with its
major secured creditor, NationsBank. The deal will result
in the bank receiving $20.5 million following the Plan
confirmation hearing slated for June 29, 1998 and required
the cooperation of Mickey Arison, its guarantor.

According to John Kozyak, Pan Am's bankruptcy counsel,
NationsBank's support eliminated the last major obstacle to
a successful reorganization of the airline, which filed for  
Chapter 11 bankruptcy protection on Feb. 26, 1998.

Pan Am also announced that Wexford Management has advised
the company that it would not present a competing offer to
Guilford's Plan of reorganization. The deal was made
possible by Guilford Transportation Industries Inc.
increasing its prior offer by $1 million to a $24.5 million
to purchase most of Pan Am's assets, and unsecured
creditors agreeing to defer some payments.

Pan Am will file its Plan of reorganization May 20, and
seek  final bankruptcy court approval on June 29. The Plan
provides that Pan Am's existing equity will be extinguished
upon confirmation and will not represent  any interest
whatsoever in the reorgnized debtor.


PARAGON TRADE: Exclusivity Extended to July 17
----------------------------------------------
The U.S. Bankruptcy Court in Atlanta extended Paragon Trade
Brands Inc.'s exclusive period to file a reorganization
plan to July 17.  The diaper maker had requested an
extension to Sept. 3, claiming that it has been preoccupied
with litigation in the bankruptcy court, as well as the
Delaware and Texas district courts and the U.S. Court of
Appeals for the Third Circuit, with rivals Procter & Gamble
Co. and Kimberly-Clark Corp. (Federal Filings, Inc. 20-May-
1998).


PETRIE RETAIL: Exclusivity Extended to June 3
---------------------------------------------
The court extended Petrie Retail Inc.'s exclusive periods
to file a reorganization plan and solicit plan acceptances
to June 3 and Aug. 1, respectively.  The retailer's May 1
motion sought a 30-day extension of the plan filing period
through June 15, however, the request was modified on the
record at a May 13 hearing. (Federal Filings, Inc. 20-May-
1998)


PRECISION STANDARD: Reports Sales and Earnings
----------------------------------------------
Precision Standard Inc. announced that it earned $4.5
million, or $1.24 a share, for the three-month period ended
March 31, 1998, on net sales of $34.5 million, vs. a  
loss of $2.5 million, or $0.79 a share, on net sales of $35
million for the comparable three-month period ended March
31, 1997.

The company said that the results for the quarter were
positively impacted by the reductions in costs resulting
from restructuring activities undertaken during 1997.  The
company generated $2 million in earnings from operations
and an additional $3.2 million, after adjustments,
including the Hayes Targets asset sale which was
consummated in January 1998.

Company-wide, sales figures were essentially unchanged in
1998 as compared to the previous year.  Additional sales
generated by both commercial and government contracts
offset decreased revenues due to the closure and  
bankruptcy of the company's Danish subsidiary and the
expiration of the C-130 contract during 1997.

At the end of March 1998, the company's order backlog
(including unfunded government orders) stood at $391.5
million, as compared to $421.5 million for the same period
the previous year.  $214 million is primarily associated
with follow-on option years of its government contracts, as
compared to $261 million for the same period the previous
year.

Matthew L. Gold, the company's president and chief
executive officer, commented:  "The company has now
returned to profitability after having withstood a series
of difficult and unforeseeable events during the past few  
years.  While company-wide revenues for the first quarter
of 1998 were essentially unchanged from 1997, management
continues to work hard to boost revenues and further reduce
costs and expenses which should further improve our  
profitability."


TULIP COMPUTERS: Might Have Buyer
---------------------------------
The investment company Royal Begemann Group NV
said today it is considering acquiring the troubled Dutch
company Tulip Computers NV.

In a joint news release, Begemann said it has until June 8
to consider opportunities to take over Tulip's activities.
During that period, production at Tulip will continue and
the investment company will give Tulip credit based  
on the value of its inventory.

The two companies listed a number of objectives which must
be met before an agreement can be finalized.  Begemann said
it plans to reorganize and cut 250 of the 700 jobs at
Tulip.   Last month, the computer company announced it has
been granted protection from creditors by a Dutch court
after its lines of credit were cut off.

Tulip posted a loss of 27.5 million guilders ($14 million)
in 1997, nearly triple its loss of 9.95 million guilders in
1996.


ULTRAFEM: NASDAQ Notifies Company Common Stock is Delisted
----------------------------------------------------------
Ultrafem, Inc. announced that subsequent to its April 1,
1998 bankruptcy filing, NASDAQ notified the Company
on May 5, 1998 that Ultrafem common stock, which traded
under the symbol UFEMQ, was delisted from the Nasdaq
National Market.

In unrelated matters, Richard Cone resigned from the Board
of Directors on April 30, 1998, according to Joy V. Jones,
chairperson. The Company also announced that two additional
class action lawsuits have been filed against the
Company, certain of its officers, directors, and former
directors. The Company believes the allegations in these
complaints are without merit. These actions are stayed with
respect to Ultrafem as a result of the Chapter 11 filing.


UNISON HEALTHCARE: Notifies SEC of Late Filing
---------------------------------------------
Unison  HealthCare  Corporation  previously  reported  that
it continues to experience financial  difficulties and has
been unsuccessful in its efforts  to reduce  its cost of  
capital  and  operating  expenses  and  provide liquidity.  
The Company's cash flow shortfalls persist and management
is focusing its efforts on improving operations and
completing a financial restructuring of the Company. These
events have delayed and are expected to continue to delay
the preparation  of the  Company's  Annual  Report on Form  
10-K for the year  ended December 31, 1997 and the
Company's  quarterly report on Form 10-Q for the three
months ended March 31, 1998.

The Company recorded a pretax loss of $5.0  million for the
three months ended March 31,  1998  compared  to a pretax  
loss of $6.1  million in the 1997 first quarter.  Revenues  
decreased 1.9% to $54.7 million due primarily to the
disposition  of three  nursing  facilities  on March 1,
1997.  Wages and related expenses decreased 5.4% to $28.0
million. Other operating expenses decreased7.0% to $19.5
million. Interest expense increased from $4.7 million in
the 1997 first  quarter to $5.8  million in the 1998 period
due  primarily to the sale of $20 million of Senior Notes
due 1999 on December 1, 1997,  interest penalties on
its $100 million of Senior Notes due 2006, and increases in
other borrowings.


VOICE POWERED TECHNOLOGY: Late Filing of Quarterly Report
---------------------------------------------------------
Voice Powered Technology International, Inc. informed the
SEC that it would be filing its quarterly report later than
the due date.  The company states that its  Amended Plan of
Reorganization and Disclosure Statement filed in
conjunction with Franklin Electronic Publishers, Inc.
was confirmed by the United States Bankruptcy Court,
Central District of California on April 29, 1998 and became
effective as of May 12, 1998. Pursuant to the Plan, a
variety of transactions, are to occur on or about the
effective date. These transactions include the
Company receiving a loan from Franklin, issuance of shares
of the Company's common stock to Franklin, formation of a
new Board of Directors, and appointment or re-appointment
of officers. As such, five additional days are needed to
properly file the Company's complete Quarterly Report on
Form 10-QSB.


ZENITH: May File For Bankruptcy
-------------------------------
LG Electronics authorized Zenith to consider a major
overhaul, three days after Zenith posted a first-quarter
loss of 55 cents a share. Zenith is 55% owned by LG. Zenith
has warned it may seek bankruptcy protection without
new  financing. It also plans to farm out more work to
outside companies and try to capitalize on its digital-TV
patents.

ZENITH: Supplement to Tender Offer
----------------------------------
LG Electronics Inc., a corporation organized under the
laws of the Republic of Korea, and LG Semicon Co., Ltd, a
corporation organized under the laws of the Republic of
Korea, filed a form 13D with the SEC in connection with
shares of common stock, par value $1.00 per share, of
Zenith Electronics Corporation and the associated Common
Stock purchase rights.

As a result of the Company's financial difficulties, LG
Electronics Inc. has been engaged in discussions with the
Company and intends to seek to reorganize the Company in a
manner which would involve a sale or transfer of a material
amount of assets of the Company, a substantial change in
the Company's capitalization (including the elimination of
the existing equity)and material changes in the Company's
business operations. There can be no assurance, however,
that any such reorganization will occur.
   
                   *********

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