TCR_Public/980709.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, July 9, 1998, Vol. 2, No. 133

ARIMETCO INC: Summo USA Signs Letter of Intent
BEER ACROSS AMERICA: Files Chapter 11 - $7 Million in Debt
BONNEVILLE PACIFIC: Disclosure Statement Approved
CAI WIRELESS: Standard & Poor's Lowers its Rating
CLARK REFINING: Standard & Poor's Ratings

COMMAND SECURITY: Expects Net Loss of $4 Million
CROWN BOOKS: Likely to Commence Bankruptcy Proceedings
DOW CORNING: Agrees to Plan Paying $3.2 Billion to 177,000
FPA MEDICAL: Announces Closing 15 Locations
GMD CONSTRUCTION: Practically Bankrupt

GEOTEK: Asks for Israeli Court Protection                
GOLF TRAINING: Receives Notice of Default
HAGERSTOWN FIBER: Hearing on Extension of Exclusivity
HARVARD INDUSTRIES: Seeks Auctioneer For Sale of Harman
INPHOMATION: Psychic Friends Network to Be Auctioned

INTERNATIONAL MONETARY: Letter of Intent For Ponce Port
MANHATTAN BAGEL: Warehouse Expansion
MERCURY FINANCE: Reaffirms Intent to File Plan
MONTGOMERY WARD: Seeks To Hire Contract Consultant
MOTOROLA: Reports Second Quarter, First Half Results

OLYMPIA & YORK MAIDEN LANE: Pre-Packaged Bankruptcy Plan
NEXTWAVE TELECOM: $25M DIP Pact Faces Opposition
PEREGRINE: Turnaround Plan Announced
PRESLEY COMPANIES: Competes Extension of Loan Facility
R&S/STRAUSS: Revised $25M DIP Pact Gets Final Nod

SINOAMERICAN TELECOM: Urgent Attempt at Sale Fails
TENNEY ENGINEERING: Note Repayment Not Made


ARIMETCO INC: Summo USA Signs Letter of Intent
Summo Minerals Corporation is pleased to announce
that its  wholly-owned subsidiary, Summo USA Corporation,
has signed a letter of intent  with Arimetco, Inc. for the
acquisition of the Johnson Camp Mine, located east  of
Benson in southeastern Arizona.  The transaction is subject
to completion of a definitive agreement and approval by the
Bankruptcy Court, with subsequent purchase and closing
subject only to successful completion of a due diligence  
review by Summo and its lenders for a period of up to 150
days after Court approval, and Arimetco's ability to
deliver clear and unencumbered title to the  property.

The terms of the agreement call for an initial payment upon
Court approval and monthly payments to Arimetco during the
due diligence period, with the remaining payment upon
closing for a total of US$1.85 million cash and payment of
a US$0.02/lb. royalty on copper production at copper prices
at or above  $1.05/lb.  The royalty obligation is capped at
US$1 million. Also, upon closing Summo will assume current
environmental obligations and other costs which go with
ownership of the property, estimated at US$2 million.

The Johnson Camp Mine is an open pit heap leach SX-EW
operation, with a designed plant capacity of 14 million
pounds of copper cathode annually. Mining was suspended in
May, 1997; the operation is currently producing copper  
from inventory in the heap only, although additional
reserves exist at the Copper Chief and Burro Pit deposits
to allow resumption of operation at full capacity.  Summo
intends to complete a feasibility study to restart mining
and increase copper production to full plant capacity upon
closing of the transaction with Arimetco.

BEER ACROSS AMERICA: Files Chapter 11 - $7 Million in Debt
Lake Bluff-based Beer Across America has filed for Chapter
11 bankruptcy court protection from creditors, citing more
than $7 million in debt.

The company says it grew too fast and when the growth
stopped, it was strapped with the increased cost of doing
business.  "We had four or five years of real fast
expansion, then we got into a rough cash-flow situation,"
Louis Amoroso, president of the company, said Wednesday.

With about 100,000 members or customers receiving shipments
of microbrews monthly, Beer Across America found itself
hemorrhaging $3.5 million in 1996. Liabilities eventually
grew to $7.7 million, according to court filings,
vs.  $3.4 million in assets.

Among major debtors are McCarthy Graphic Services Inc. in
Sleepy Hollow, owed $191,478. Waterstone Consulting in Des
Plaines is owed $128,450. The company has cut its work
force from 80 full-time employees to 60. (Chicago Daily
Herald; 07/02/98)                   

BONNEVILLE PACIFIC: Disclosure Statement Approved
In an order entered on July 2, 1998, the United States
Bankruptcy Court for the District of Utah (the Honorable
John  H. Allen presiding) approved the Chapter 11
Bankruptcy Trustee's (Roger G. Segal) Amended Disclosure
Statement for the Trustee's Amended Chapter 11 Plan  for
the Estate of  Bonneville Pacific Corporation (BPCO) Dated
April 22, 1998.   With such approval the Trustee will mail
his Disclosure Statement, Plan and Ballots to Bonneville
Pacific Corporation's known creditors, shareholders and  
other parties-in-interest by no later than July 20, 1998.  
Ballots (and any objection to the confirmation of the
Trustee's Plan) must be completed and returned to the
Trustee by no later than August 17, 1998.  The Bankruptcy
Court has scheduled a hearing on the confirmation of the
Trustee's Plan to begin on August 26, 1998.

CAI WIRELESS: Standard & Poor's Lowers its Rating
Standard & Poor's Lowered its senior unsecured rating on
CAI Wireless Systems Inc. to 'D' from triple-'C'- plus.
The downgrade is based on the company's announcement that
it will likely seek a voluntary Chapter 11 filing around
July 27, 1998, as well as the multiple extensions of
interest payments on the 12.25% notes which was
originally due June 1, 1998.

Additionally, Standard & Poor's lowered its corporate
credit and senior unsecured ratings of CS Wireless Systems
Inc. to single-'C' from triple-'C'- plus and triple-'C'-
minus respectively.  The ratings are also placed on  
CreditWatch with negative implications.

The ratings on CS Wireless reflect the 60% ownership by CAI
Wireless Systems Inc. and the likelihood of consolidation
in any bankruptcy filing. CS Wireless is also 36% owned by
Heartland Wireless Communications Inc., which is also rated

Standard & Poor's continues to believe that the current
business of analog transmission of multichannel television
signals may not be viable over the near term and ratings on
other wireless operators Wireless One Inc., American  
Telecasting Inc., and People's Choice TV Corp. face further
potential downgrades in the near future.  

CLARK REFINING: Standard & Poor's Ratings
Standard & Poor's placed its ratings on Clark Refining and  
Marketing Inc. and Clark USA Inc. on CreditWatch with
negative implications.  

About $1 billion in rated debt securities, bank loans, and
preferred stock are affected. The placement follows Clark's
announcement of a definitive agreement to acquire British
Petroleum's Lima, Ohio, refinery for a purchase price of
$175 million, plus about $60 million for inventory. The
acquisition will give Clark a fourth refinery, including
three in the Midwest, and total throughput capacity of
540,000 barrels per day.  There are no retail assets
associated with the transaction.  

The bulk of the acquisition funding is expected to be debt
financed, raising outstanding debt about $1 billion.  While
the acquisition adds operating flexibility, financial risk
will increase as a result of higher debt service
requirements.  Further, the midwest refining market is
saddled with an  oversupply of capacity and significant
capital investments could be required to  make the plant
operate more profitably and encourage competitors to close.  

In 1996 British Petroleum announced the intention to close
the Lima refinery based on weak industry fundamentals and
its determination that without large capital investments,
the plant cannot generate satisfactory profitability.  The
refinery is mid-sized has a throughput capacity of 161,000  
barrels per day and processes primarily light sweet crude
oil.  About half the product slate is gasoline, and most of
the remaining is jet fuel, diesel, and heating oil.  The
long-term economics of light sweet refinery such as Lima is  
poor since production of light, sweet crude oil is
declining, while heavy sour production is increasing.  

COMMAND SECURITY: Expects Net Loss of $4 Million
Command Security Corp. reported in its 10K filing extension
that it expects a net loss of approximately $4 million for
the fiscal year ended March 31, 1998.

In addition to reductions in gross margins of approximately
$1.1 million primarily due to increased reserves  for
general liability claims and increased labor costs, the
company increased its provision for doubtful accounts by $1
million, primarily due to GFM, a large service agreement
client that filed for bankruptcy in August 1997.
The company also incurred a $750,000 charge for the write-
down of the value of intangible assets, it incurred losses
in connection with certain labor claims of approximately
$350,000, it reversed income tax benefits of $260,000
recorded  in previous years by increasing deferred tax
asset valuation allowances and reported an approximately
$600,000 increase in general and administrative expenses.

William C. Vassell, chairman of the board said: "We are
continuing our efforts to reduce expenses and improve
margins. We are beginning to see results  from our
marketing efforts and expect to see continued growth in our
revenues.  I think it is important to note that although we
expect to report a loss for fiscal 1999, due in substantial
part to approximately $1.35 million in amortization of
intangibles, we expect to continue to have positive cash
flow from operations."

Command Security Corp. provides security services to
company owned offices in New York, New Jersey, California,
Illinois, Connecticut, Florida and Pennsylvania and provide
services to independent security companies nationwide.

CROWN BOOKS: Likely to Commence Bankruptcy Proceedings
Crown Books Corporation (Nasdaq: CRWN) today announced that
it is likely that the company will commence a voluntary  
reorganization proceeding under Chapter 11 of the United
States Bankruptcy Code. The Company anticipates that the
bankruptcy filing will occur within the next several days.

The company has previously disclosed that it is exploring
alternatives for maintaining adequate liquidity as a result
of substantial declines in the Company's financial
performance and deterioration of its business in recent  
years. While the company continues to explore such
alternatives, it has determined that any alternative that
it pursues is likely to include the reorganization of the
Company through a bankruptcy filing.

DOW CORNING: Agrees to Plan Paying $3.2 Billion to 177,000
Dow Corning Corp. has agreed to a plan that would pay $3.2  
billion to at least 177,000 women for ailments related to
ruptured silicone breast implants.

U.S. Bankruptcy Judge Arthur Spector in Bay City announced
late this morning that he had approved the settlement
between Dow Corning and representatives for the women.
The deal, which calls for Dow Corning to end its three-year
stay in Chapter 11 bankruptcy protection, would open the
way for women to be compensated for immune system illnesses
allegedly caused by silicone and to receive payments for
ruptured implants.

Babara Houser, a lawyer for Dow Corning, confimed that the
settlement had been reached. She said it would affect
177,000 women. Women could also choose to receive $5,000 to
have the implants removed, The Wall Street Journal

The agreement is similar to a November 1995 deal signed by
other corporate defendants, including Bristol-Myers Squibb
Co., in which women have received an average of $26,000.
The Dow Corning deal calls for women to receive an average
of $31,000 for disease and disability compensation, the
paper said.

Women who prefer to litigate rather than accept the
payments may do so, but amounts will be limited, the paper
said.  Studies of thousands of women have turned up no
solid evidence that implants cause ailments, but the issue
is still under debate among scientists and in the courts.

Until today, the company's $4.4 billion plan to pay its
debts and emerge from bankruptcy had included a $3 billion
payment to the implant plaintiffs over 16 years. The women
wanted $3.8 billion, paid out over three years.

FPA MEDICAL: Announces Closing 15 Locations
FPA Medical Management continued to contract with the
announcement that it planned to close 15 facilities in
Tucson and Phoenix. The troubled managed health care
company said the closure of the Thomas-Davis Medical
Centers would be effective Aug. 31 and affect 800
employees. (San Diego Union And Tribune; 07/07/98)

FPA Medical Management shut down operations in Texas, where
it had overseen medical care to 130,000 people.
The pullback from Texas marks the biggest public retreat
for the San Diego company, which had grown rapidly from a
small health care provider to include 8,000 doctors and 1.4
million patients.

FPA notified its doctors in Texas that it would cease
operations as of July 1 and told the physicians to contact
their health maintenance organizations for instructions on
how to continue to provide medical care to their patients.

News of the shutdown in Texas overshadowed the announcement
of a financing package that includes a $25 million cash
infusion to FPA from its bankers. The package also defers
payments that would have been due July 8. The health care
company said it would use $22 million to pay doctors and
other key vendors. The balance will be used for corporate
purposes, the company  said, including payments it needs to
continue services it is contracted to provide.

FPA did not say whether it will be able -- or intends -- to
make a $2.6 million payment on nonbank debt that is due on
July 15. If FPA misses that payment, the company could be
plunged into bankruptcy. FPA last month failed to make the
$2.6 million payment but avoided a default because of a
30-day grace period. The grace period expires July 15, at
which time bondholders could  declare default and demand
immediate repayment of $80.5 million, the full value of
their bonds.

Dr. Stephen Dresnick, chief executive officer of FPA, said
in a prepared statement: "We are confident that, in a
reasonable period of time, we can preserve our core
businesses and return this company to profitability." FPA,  
however, has never reported a yearly net profit, unless it
excluded the impact of one-time charges.San Diego Union
Tribune -07/03/98)

GMD CONSTRUCTION: Practically Bankrupt
Grupo Mexican de Desarrollo (GMD), one of the operators of
highway concessions most affected by the government rescue
program, which cost the company 700 million dollars, hopes
to restructure its debts with a trust through which it
would pay creditors. But analysts point out that the
company is practically in a situation of "technical  
bankruptcy", despite the roughly 300 million dollars the
government will pay it  for its highways concessions, since
its situation is "bad", with operational  losses. The
construction company originally invested one billion
dollars in the highways projects, of which it will only
recover 300 million. Meanwhile GMD's  debts amount to more
than 500 million dollars. (InfoLatina-07/07/98)

GEOTEK: Asks for Israeli Court Protection                
Geotek Technologies Israel and its US parent company,
Geotek Communications filed an urgent motion with the Tel
Aviv District Court for an order to stay all proceedings
against the Israeli company for a period of
three months.

According to the application, the filing of the Chapter 11
petition in the  US may cause the company's creditors to
fear that Geotek is facing liquidation  and the winding up
of its businesses, and that their chances of collecting  
monies owed to them are receding.  Such misgivings are
liable to be translated into a flood of lawsuits, Geotek
alleges. Accordingly, and to enable the company to work out
a rehabilitation plan, the court was motioned for a stay of
proceedings order, to enable Geotek to take steps to
procure the additional financing necessary for it to
continue operating as a going concern.

The application also states that most of the company's
staff are terminating their employment with it not later
than July 15. The remaining 20 employees are the more
senior ones, belonging to company management. (Jerusalem

GOLF TRAINING: Receives Notice of Default
Golf Training Systems, Inc. (Nasdaq: GTSX) (GTS) announced
today that it has received a notification of default and
demand  for payment from Meadowcroft Golf Associates, Inc.,
the assignee of John H.  Laeri, Jr., under the loan
agreement between GTS and Mr. Laeri dated December 31,

Payment of the $1 million principal plus accrued interest
is due on or before July 10, 1998.  The loan is secured by
substantially all of the Company's operating assets.

Daniel A. Gordon, Chief Executive Officer said, "We are in
negotiations with Meadowcroft Golf Associates with respect
to possible resolutions since we are unable to make this
payment, but we can not determine what the final  
outcome will be at this time."

GTS specializes in the manufacture, marketing and
distribution of golf improvement, learning and performance-
enhancement products professionally designed for golfers of
all ages and all skill levels.  These special products  
are offered primarily in the United States.

HAGERSTOWN FIBER: Hearing on Extension of Exclusivity
The debtor, Hagerstown Fiber Limited Partnership is seeking
an extension of the time periods during which the debtor
shall have the exclusive right to file a plan of
reorganization and to solicit acceptances to the plan. The
debtor seeks to extend the periods by 120 days, to file a
plan of reorganization, to and including November 17, 1998
and to solicit acceptances of such plan by 120 days, to and
including January 18, 1999.  A hearing will be held on July
16, 1998.

The debtor claims that it has made some progress in its
Chapter 11 case.  The debtor has been engaged in
substantive discussions with third parties concerning the
potential funding of a plan of reorganization.   The debtor
also states that the first 100 days of its case has been
marked by a tremendous amount of litigation, much of which
has been initiated by Pencor First Fiber, Inc.  

To date, Pencor has moved to dismiss the case, moved for
the appointment of a trustee, moved to vacate the automatic
stay, moved to disqualify counsel, objected to the use of
cash collateral , objected to the DIP financing, objected
to the claims Bar Date and supported the General
Contractor's motion to vacate the automatic stay.

HARVARD INDUSTRIES: Seeks Auctioneer For Sale of Harman
Harvard Industries Inc. is seeking court approval to retain
auctioneer National Industrial Services Inc. to sell
the assets of subsidiary Harman Automotive Inc., after
attempts to find a single buyer proved unsuccessful.  The
agreement with National guarantees Harvard a minimum of
$1.95 million from the sale.  Assets to be auctioned
include high-performance tools from the auto parts maker's
Bolivar, Tenn., plant, where production stopped March 31.
(Federal Filings Inc. 8-July-98)

INPHOMATION: Psychic Friends Network to Be Auctioned
Paul-Michael Sweeney (Linowes & Blocher; Greenbelt, Md.),
trustee for Inphomation Communications Inc., announced that
he plans to sell the company's most valuable assets,
including the Psychic Friends Network trademark, its
800 and 900 telephone numbers and the company's entire
psychic customer database, The Baltimore Business Journal
reported. Gold Coast Media Inc., Fort Lauderdale, Fla., is
offering $3 million for the assets, and Sweeney said that
although no other bidders have come forward, other higher
offers will be considered. Inphomation Communications
Founder Michael W. Lasky has not decided if he will make a
higher bid to keep control.

Sweeney also said that if a deal to sell comes through, he
will vacate the company's Pikesville, Md., headquarters by
August 10. Bankruptcy Judge James F. Schneider ordered
Sweeney to take control of the company in February after
creditors argued that Lasky was directing funds to a new
company called Friends to Friends. Lasky's latest project
involving a Baltimore hotel may be brought into the
Inphomation bankruptcy case. Sweeney said that more than
$15 million from Inphomation's checking account has been
used to fund other entities that Lasky owns, including the

INTERNATIONAL MONETARY: Letter of Intent For Ponce Port
21st Century Frontier Group Inc. (OTCBB:TCFG), a publicly
traded company, announced that it  has entered into a
Letter of Intent dated June 30 with International Monetary  
Group Inc. (IMG Inc.) of Jupiter, Fla. to purchase and
develop a property known  as the Ponce Port Project located
in Puerto Rico.

Upon the plan proposal if approved from the U.S. Bankruptcy
Court District of Puerto Rico, IMG will cause $3 million to
be infused into a new company to  be established. Under the
terms of Letter of Intent, approximately $1.9 million will
be paid for the removal of liens and encumbrances under the
plan or reorganization.

The Letter of Intent further provides that $1.1 million
will be used to develop the first phase of the Ponce Port
Project. This project will involve the development of
approximately 200 acres of shore front property. The  
agreement contemplates the creation of a preferred class of
stock in 21st Century Frontier Group to be issued to new
company in exchange for the rights to the development of
the project.

21st Century will provide management expertise to the
project. During the first phase, 21st Century will
supervise the extraction of sand, dredged from  
the site with approximately $15 million in potential
revenues as determined by the estimates of Corrotek Corp.,

21st Century Frontier Group has also terminated the
arrangement with Cycletech Inc. and all obligations
thereunder, Laurence Zitkevitz, president of 21st Century,
stated: "We are disappointed that we were not able to
conclude this agreement."

21st Century has hired Thomas Miller as a board director
who is to direct the special projects area. Miller brings a
wealth of experience and will continue to seek out other
possible tire recycling opportunities for the company in
the future.

MANHATTAN BAGEL: Warehouse Expansion
Manhattan Bagel Company, Inc. (Nasdaq: BGLSQ) has more than
doubled its storage, receiving and distribution
capacity with a 30,000-square-foot warehouse expansion.

With the increase in capacity, the Company also announced
that it will close its manufacturing plant in Greenville,
S.C. in early July, transferring production to the main
plant in Eatontown and outsourcing distribution for the  
Southeastern U.S. region.  Manhattan Bagel, which owns the
12,500-square-foot Greenville building, will retain the
facility for possible future use.

The expansion in Eatontown raises that facility's overall
storage and distribution space to over 63,000 square feet.
The new space also includes a 5,000-square-foot mezzanine
linked to the ground floor by elevator, providing
additional space for future expansion of the Company's
manufacturing operations.  The Eatontown building currently  
devotes 14,000 square feet to bagel dough and cheese spread

"The expanded facilities give us greater flexibility,
allowing us to schedule production in a more efficient
manner," noted Manhattan Bagel president Jason Gennusa.  
"The increase in dry storage space may also allow us  
to take advantage of increased bulk purchase discounts by
buying raw goods in larger quantities."

"As a result of efficiency improvements realized through
the expansion, we were able to absorb the production from
Greenville at Eatontown," he continued.  "The closing of
Greenville and outsourcing of its distribution function to  
U.S. Foodservice Inc., are reflective of our commitment to
reduce costs and improve profitability, while striving to
provide low cost, high-quality products to our

The Company expects to record a charge of approximately
$125,000 (pretax) for severance costs and asset write-downs
associated with the Greenville closing.

MERCURY FINANCE: Reaffirms Intent to File Plan
Mercury Finance Company (OTC Bulletin Board:  MFNNQ) said
today that the Company is on track to file its restructured
plan of reorganization in the Federal bankruptcy court in
mid-July as previously announced.

Mercury's statement comes after the Company was advised
that several of the litigants in the pending securities
lawsuits had resorted to the filing of a petition in the
U.S. Bankruptcy Court for the Northern District of
Illinois on July 6 asking the court to place the Company
into a Chapter 11 proceeding. The Company has 20 days to
file a response with the court.  Mercury, which conducts  
its business operations through wholly owned subsidiaries,
said that none of the subsidiaries were named in the

"The action of the securities litigants does not alter our
intent to file the previously disclosed prestructured plan
of reorganization," said William A. Brandt, Jr., Mercury's
president and chief executive officer.  "Mercury has  
remained current with its trade creditors and has complied
with all payment obligations due under its forbearance
arrangements with its lenders.  We continue to believe that
the prestructured plan, as earlier announced by Mercury,
will provide the Company with a sound financial platform
from which to operate its business and return to

MONTGOMERY WARD: Seeks To Hire Contract Consultant
Montgomery Ward & Co. is seeking court authorization to
hire Yantek Enterprises as executory contract and unexpired
lease consultant. The firm's assistance is needed, the
retailer said, to determine the appropriate treatment of
contracts in the case, minimize claims arising from the
assumption and rejection of contracts, and renegotiate
certain of the contracts on more favorable terms. Citing
the need to resolve certain matters expeditiously,
Montgomery Ward noted that Yantek has been assisting in
analyzing the contracts and other related matters since May
30. Pursuant to its consulting agreement, Yantek will
charge $150 per hour for services rendered by the firm's
president, Frank Yantek, and $100 per hour for services
rendered by the firm's other professionals. ( The Daily
Bankruptcy Review Copyright c July 8, 1998 - ABI 8-July-98)

MOTOROLA: Reports Second Quarter, First Half Results
Motorola, Inc. reported sales of $7.0 billion in the second
quarter of 1998, down 7 percent from $7.5 billion a year
earlier. In the first half, sales declined 2 percent to
$13.9 billion from $14.2 billion in the first half of 1997.

In the first six months of 1998, the loss, including
special items was $1.15 billion, or $1.92 per share,
compared with earnings of $593 million, or 97 cents per
share, in last year's first half.

Robert L. Growney, president and chief operating officer,
said, "As we indicated last month, the second-quarter
results reflect further slowing of demand and continuing
global pricing pressure, principally in the Semiconductor
Products and Messaging, Information and Media segments and
driven primarily by  economic conditions in Asia," he said.

"The goal of our renewal plan," Growney continued, "is to
generate annualized savings, once all actions have been
implemented over the next 12 months, of more than $750
million. We expect to see the positive impact of these
savings to steadily increase over the next several

OLYMPIA & YORK MAIDEN LANE: Pre-Packaged Bankruptcy Plan
The Ad Hoc Committee of Noteholders of Olympia & York
Maiden Lane Finance Corp. ("Finance Corp.") announced today
that it had executed an agreement with Finance Corp., the
issuer of $200 million face amount of 10-3/8% Secured Notes
due 1995 and with Olympia & York Maiden Lane Company LLC
the owner of 59 Maiden Lane in New York City, to file a
"pre-packaged" Joint Plan of Reorganization.

Copies of the Plan and the Disclosure Statement, together
with ballots to accept or reject the Plan are being mailed
this week to holders of the Notes and other impaired
creditors under the Plan.

Pursuant to the Plan, the Noteholders will receive for
their Notes cash and  "Litigation Trust Certificates".  The
cash to be received by the Noteholders is expected to
consist of (i) the proceeds from the sale of 59 Maiden
Lane, which  are expected to equal at least $75 million;
(ii) the amount of the funds received from The Home
Insurance Company ("Home"), pursuant to the settlement  
with Home, which presently exceeds $60 million; and (iii)
additional monies held in trust by Marine Midland Bank, as
Indenture Trustee, which, as of the close of business on
June 30, 1998, were approximately $16.3 million, minus  
certain administrative expenses and monies to be held in
reserve accounts for various purposes.

The Litigation Trust Certificates will evidence the right
to any proceeds received from the litigation currently
pending against Zurich Insurance Company, Home, and certain
Zurich affiliates arising from a series of transactions
which took place in 1995 pursuant to which Zurich purchased
all of  Home's assets.

If the Plan is accepted by the requisite number of
Noteholders, Finance Corp. and Maiden Lane intend to file
petitions to reorganize under Chapter 11 of the Bankruptcy

NEXTWAVE TELECOM: $25M DIP Pact Faces Opposition
NextWave Telecom Inc.'s $25 million debtor-in-possession
credit agreement with Cellexis International Inc. "contains
several key provisions that are both unusual and onerous to
the estates and creditors," the creditors' committee
charged.  Among other things, the panel took issue with the
proposed provision that gives Cellexis the right to convert
each dollar lent under the DIP facility into two dollars of
new high yield debt or equity if, as expected, NextWave's
restructuring includes a debt or equity investment.  
Besides giving Cellexis a "tremendous windfall" at the
expense of creditors, the committee asserted that the
conversion rights improperly dictate a critical
distribution term of a reorganization plan
very early in the case. (Federal Filings Inc. 8-July-98)

PEREGRINE: Turnaround Plan Announced
Peregrine Incorporated (PI) will close two plants, sell a
third one and rebuild a streamlined $350 million  
company with a net loss of only 150 jobs, according to a
plan released today by  Jay Alix, chairman of Peregrine
Acquisition, Inc. (PAI), which bought the troubled
automotive supplier in May.

The turnaround plan, still subject to review with lenders,
unions and others, would save Peregrine from bankruptcy by
closing an unprofitable stamping and assembly plant in
Flint and an unprofitable door trim facility in Livonia,
while seeking a buyer for the profitable Windsor, Ont. seat
assembly and injection molding plant.  The Flint and
Livonia plants are expected to close during the fourth
quarter of 1998 and the target date for sale of the  
Windsor plant is Dec. 31.  The plan should result in
minimal unemployment and job loss as Peregrine has certain
agreements with General Motors from when GM sold these
plants to Peregrine in 1996.  Those agreements involve GM
taking back former GM employees under certain conditions.

Alix said that the plan, which he had promised in 60-90
days from the date of his April 23 purchase, was the result
of an intensive review process conducted by both Peregrine
employees and turnaround professionals from the Jay
Alix & Associates (JA&A) firm.

"This plan not only keeps the company out of bankruptcy,
but maximizes value to those suppliers who are owed money,
minimizes transitional operating losses and assures an
organized process by which we can rebuild a profitable  
company while minimizing the loss of jobs," said Jim
Bonsall, president and CEO of Peregrine Incorporated.

Alix and Bonsall met with employees, suppliers and union
representatives to review the plan before it was publicly
announced today.  They revealed new financing commitments
and asked suppliers for their continued support and  
cooperation during the transition.

After the closings and sale, Peregrine will continue to
operate five facilities: a bumper fascia and stamping plant
in Oshawa, Ont., a metal forming plant in Battle Creek and
three metal forming plants in Warren.  In addition, the
company will retain its headquarters in Southfield.  The
restructured company will employ more than 2,000 people and
focus on providing automotive components to General Motors,
Ford, Chrysler, Takata, TRW and Budd.

Peregrine's five remaining facilities will be revamped and
reorganized both  to increase business from current
customers and to seek new automotive customers, Bonsall
said.  "We will be in a position to make the necessary  
investments in our remaining plants and core businesses.  
The turnaround focus will now shift from a corporate-wide
view to individual plant turnaround plans," he added.

The Flint plant, with 684 employees and 150 temporary
workers, would have required enormous capital investments
in dies and presses as well as infrastructure improvements
which could not be economically justified, according to the
JA&A/Peregrine review teams.  Additional problems with  
operating costs and power generation for the 2 million-
square-foot building proved too serious to overcome, the
turnaround team reported.

The Livonia plant currently employs 531 employees and 144
temporaries, in a  1.2 million-square-foot building.  A
viability analysis showed that the plant could not
effectively and profitably compete in a consolidating door
trim market due to outmoded facilities and expensive,
inefficient processes.

General Motors, the plants' primary customer, is expected
to re-source all Flint and Livonia products.  Former GM
hourly workers now employed at those two plants may have
the opportunity to return to General Motors under terms of
a previously existing agreement.

Although the Windsor plant is profitable, the decision to
sell was based on  the increased competitiveness and
industry consolidation of the seat assembly business and a
desire to focus on the core businesses of painted bumper
fascia and metal stamped assemblies.  Until the
divestiture, Peregrine will continue to seek additional
contracts for the Windsor plant, Bonsall said.

PRESLEY COMPANIES: Competes Extension of Loan Facility
The Presley Companies (NYSE:PDC) announced that it had
completed an agreement with the Agent for its existing
lending group under its $72 million revolving line  
of credit to extend this loan facility to May 20, 2001. The
agreement also provides for in increased loan commitment to
$100 million as well as a decrease in the fees and costs
compared to the prior revolving loan facility. This new  
loan facility improves the Company's liquidity which
management believes will  allow it to compete more
favorably in its land acquisition activity as market  
conditions continue to improve in its primary markets in

R&S/STRAUSS: Revised $25M DIP Pact Gets Final Nod
R&S/Strauss Inc. won final court approval of a $25 million
credit agreement with Congress Financial Corp. after
the creditors' committee introduced another lender to the
process, forcing Congress to sweeten the terms of its
financing.  The auto parts retailer agreed to allow the
committee to shop for a lender after the panel opposed the
original agreement with Congress and argued that it was not
subjected to a competitive bidding process.  The panel's
marketing efforts resulted in a more attractive debtor-in-
possession financing offer from The CIT Group/Business
Credit Inc., however, Congress matched the CIT bid.
(Federal Filings Inc. 8-July-98)

SINOAMERICAN TELECOM: Urgent Attempt at Sale Fails
An urgent bid to sell off the assets of insolvent
Sinoamerican Telecom to aid its mainland pager venture was
quashed at the High Court yesterday. Liquidators for the
company had tried to overturn a previous ruling that  
Sinoamerican's assets could not be sold to Phoenix
Telecommunication.  Counsel for the liquidators Adrian Bell
yesterday told the Court of Appeal judges that an entire
pager network in the mainland was at stake - giving rise to
a "core of urgency" in their appeal.

Sinoamerican had networks in Hong Kong and the mainland -
with a business carried out through Remoco (HK) which,
through its Ligao Telecom holding, operated a mainland
joint venture.  A similar system is operated in Hong Kong
by Rightone Telecom (HK), in which  Sinoamerican has a
stake.  Cashflow difficulties caused by Sinoamerican's
insolvency resulted in Ligao having problems paying staff,
rent and suppliers, the court heard.   "Unless such
obligations are met, it will be impossible for the business
of Rightone and Ligao to continue," counsel argued.
Sinoamerica owes creditors  US$17 million.

Provisional liquidators were appointed by a court order
dated May 14, this year.   The liquidators failed in their
bid to overturn the court's ruling that the Phoenix offer
be declined.  Mr Bell had argued: "The Judge erred in not
making the order sought in that she took the view that the
purchase of Sinoamerican's assets amounted to a scheme of
arrangement." (South China Morning Post-07/08/98)

TENNEY ENGINEERING: Note Repayment Not Made
Robert S. Schiffman, President and Chief Executive Officer
of Tenney Engineering Inc., announced that the Note  
repayment due on July 2 to Summit Bank has not been made.

The Company and the Bank, which has a lien on substantially
all the assets of the Company, are in discussions to
resolve this matter. If resolution or alternate financing
is not found, this would have a material adverse effect  
that may cause insolvency proceedings.


The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to are encouraged.

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

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

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

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

Information contained herein is obtained from sources
believed to be reliable, but is not guaranteed.   
The TCR subscription rate is $575 for six months delivered
via e-mail.  Additional e-mail subscriptions for members of
the same firm for the term of the initial subscription or
balance thereof are $25 each.  For subscription
information, contact Christopher Beard at

              * * *  End of Transmission  * * *