TCR_Public/980923.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, September 23, 1998, Vol. 2, No. 186


AMERICAN RICE: Seeks Court Ok To Sell Comet Ventures
BN1 TELECOMMUNICATIONS: Seeks to Extend Exclusive Time
BANK OF NEW ENGLAND: Bank of New England, FDIC Settle                        
BRADLEES: Creditors Will Vote On Offer
BRADLEES: New Plan Changes Mix of Cash and New Securities

CELLSTAR CORP: Predicts Lower Operating Margins/Net Income
FRETTER: Application to Retain Special Counsel
FRUEHAUF TRAILER: Court Approves Reorganization Plan
GENERAL WIRELESS: Court Approves Plan
GIBSON'S HOLDING: Court Confirms Joint Plan

HOSPITAL STAFFING: Applies to Employ Deloitte & Touche
LONG JOHN SILVER'S: Wins Extension of Exclusive Periods
LYNX GOLF: Seeks Order Approving Sale
MOLTEN METAL: Trustee Seeks Financing Amendment
PEGASUS GOLD: Affiliates Seek Chapter 7

PHILIPPINE AIRLINES: Workers Reject Recovery Plan
PINNACLE BRANDS: Seeks Extension to Assume or Reject Leases
RUSSIA VALUE FUND: Order Grants Employ of Jeffers & Banack
SUN TELEVISION: Case Summary and 20 Largest Creditors
SUN TELEVISION: Probably Will Close Six Cincinnati Stores

TIE COMMUNICATIONS: Seeks to Employ Rutan & Tucker
UNITED INFORMATION: Motion to Convert Case to Chapter 7
WESTBRIDGE CAPITAL: Case Summary and 20 Largest Creditors


AMERICAN RICE: Seeks Court Ok To Sell Comet Ventures
The U.S. Bankruptcy Court granted the motion of the debtor,
American Rice, Inc. to have heard on an emergency basis its
emergency motion for an order authorizing the debtor,
American Rice, Inc., to exercise necessary corporate
authority to cause Comet Ventures, Inc, to sell
substantially all of its assets; to assume and assign
executory contracts; to allocate purchase price; and to
make payments to Imperial Capital LLC.  

The sale motion will be heard on September 24, 1998 at 9:00
am at the U.S. Bankruptcy Court in McAllen, Texas.

BN1 TELECOMMUNICATIONS: Seeks to Extend Exclusive Time
BN1 Telecommunications, Inc., is seeking an order extending
the debtor's exclusive time to file a plan of
reorganization until November 16, 1998 and extending the
period to gain acceptance of such plan of reorganization
until January 11, 1999.

The debtor states that since the Petition Date, the debtor
has taken significant steps toward positioning itself in
order to present a plan of reorganization.  Those steps
include stabilizing its customer base, negotiating a sale
of its assets, an examination of claims in the case, and
returning to its core business.  The debtor anticipates
that a hearing on its Sale Motion will be held on or about
November 5, 1998.

Accordingly, the debtor seeks an extension of the
exclusivity period until shortly after the proposed sale
process is concluded.

BANK OF NEW ENGLAND: Bank of New England, FDIC Settle                        
According to a newswire report(AP Online; 09/21/98),                             
creditors of the failed Bank of New England will get $140  
million of their money back under a tentative settlement
between the company's bankruptcy trustee and the Federal
Deposit Insurance Corp.

BNE trustee Ben Branch had sued the FDIC in pursuit of some
of the $700 million that bondholders were owed when the
government seized the bank on Jan. 6, 1991.

Until now, the only payout bondholders have gotten is $40
million, or about 15 cents on the dollar.

That money went to investors who held preferred "senior"
bonds, which have to be paid before regular bondholders are
reimbursed. Senior bondholders would get most of the $140
million in the latest proposed settlement as well,
The Boston Globe reported.

The deal still needs the approval of the FDIC's full board
and U.S. Bankruptcy Court Judge William C. Hillman.

Bank of New England Corp., seized by government regulators
after a series of failed real-estate deals, was a holding
company that owned its banks as subsidiaries.

In 1989, it issued $200 million in bonds and distributed
the money to the branches. That put the cash in the hands
of the FDIC, which insures bank customers' deposits.

The FDIC kept the money after seizing the bank.

Branch argued in his lawsuit that the bank was insolvent
before it issued the bonds in 1989 and that the money
brought by the bond issue never should have gone to the

His lawsuit against the FDIC had been set to go to trial in

BRADLEES: Creditors Will Vote On Offer
A federal bankruptcy court judge has cleared the way for
creditors of Bradlees Inc. to vote on the firm's repayment
plan.  The Braintree-based retailer sought Chapter 11
bankruptcy protection from creditors in June 1995 and now
is seeking approval of plans for emerging from bankruptcy.

U.S. Bankruptcy Judge Burton Lifland yesterday approved
Bradlees' disclosure statement, which gives creditors
information about the firm's plan so they can vote on it.
Since its bankruptcy filing, Bradlees has closed more than
30 stores, cut $100 million in operating costs and revised
its merchandise and marketing. The company, which now has
103 stores in the  Northeast, said in court papers that it
couldn't find a buyer for the business.

According to Bradlees' disclosure statement, the firm will
pay creditors $143.2 million of the about $518 million they
are owed. Those payments include $70 million in new stock,
or 10.9 million shares at $6.42 each, according to  
the court papers.  Amounts paid to creditors will probably
change because Bradlees' financial performance has exceeded
forecasts, said Glenn Rice, attorney for the unsecured
creditors committee.

Holders of Bradlees' former stock, which was delisted by
the New York Stock Exchange, won't get anything.  A hearing
to confirm Bradlees' reorganization plan is set for Nov.
18, and the company plans to exit bankruptcy proceedings
early next year, the company said. (Patriot Ledger Quincy -

BRADLEES: New Plan Changes Mix of Cash and New Securities
Bradlees Inc.'s newly amended plan of reorganization
reflects a slight change in the mix of cash and new
securities to be distributed to the bank group and certain
other creditors, and a slightly lower reorganization value.

The Sept. 16 disclosure statement estimates that the
enterprise value of the reorganized retailer will be $205
million to $225 million, versus the $215 million to $235
million range previously projected. Bradlees assumed a
range of values of about $50 million to $65 million for the
new common stock, based on a distribution of 10,125,711
shares. For plan distribution purposes, Bradlees estimated
the total value of the new stock at about $60 million
($5.93 per share, or $5.50 per share if the maximum number
of shares were issued).

The April 13 disclosure statement assumed a range of values
of $60 million to $80 million for the new stock, based on
10,909,090 shares outstanding. Overall, the amended plan:
(a) increases the amount of cash expected to be distributed
with respect to allowed claims and interests from about
$25.6 million to $33.1 million; (b) decreases the estimated
amount of capital lease and cure notes from $4.3 million to
$4 million; (c) decreases the estimated amount of new stock
from $70 million to $60 million; and (d) decreases the
total estimated recovery for all allowed claims and
interests from about $143.2 million to $140.4 million. (The
Daily Bankruptcy Review and ABI Copyright c September 22,

CELLSTAR CORP: Predicts Lower Operating Margins/Net Income
CellStar Corp. of Carrollton, Texas says it won't meet
analysts' expectations for the second half of the year due
to continued turmoil in the global markets and losses from
its investment in Topp Telecom, Inc. CellStar President
Dick Gozia says while revenues will likely meet
expectations, operating margins and net income will be down
significantly in the third quarter and possibly the fourth

According to an article in The Wall Street Journal on
September 22, 1998, the stock slid 35% to $5 after the
warning.  In the year earlier quarter, Cellstar reported
net income of $16.2 million or 53 cents a diluted share, on
revenue of $442.1 million.  The company said it will record
pretax charges of between $10 million and $12 million in
its third and fourth quarters, and possibly in future
periods, related to Topp Telecom.  CellStar has about an
18% stake in Topp Telecom, and said it is the primary
source of funding for the Miami provider of prepaid
wireless-telephone producers.

FRETTER: Application to Retain Special Counsel
Fretter Auto Sound, Inc., The Former Haney's, Inc., and
Fred Schmid Appliance and TV Co., three of the debtors in
this case seek to retain the law firm of McDonald Hopkins
Burke & Haber Co., LPA as special counsel.

The petitioning debtors require the services of the firm
for the limited purpose of preserving their rights only
until such time as the Global Settlement becomes effective
or a trustee is appointed to administer the petitioning
debtors' estates.  Total fees are anticipated to be less
than $10,000.

FRUEHAUF TRAILER: Court Approves Reorganization Plan
Fruehauf Trailer Corp. announced that Bankruptcy Judge
Peter J. Walsh (District of Delaware) approved the
company's reorganization plan, which will liquidate the
remaining assets of what was at one time one of the largest
truck-trailer manufacturers in the country, according to a
newswire report.

Judge Walsh allowed the company to have about $18 million
in Fruehauf-held securities distributed to secured
bondholders under the chapter 11 plan in exchange for their
$57.7 million in claims. Shareholders will receive nothing.
Fruehauf's unsecured creditors will receive about one-third
of a cent on the dollar for their claims; attorneys for the
company have identified more than 100,000 potential
creditors who have filed more than $3.8 billion in claims
over the last two years.

The judge also agreed to the company's request to transfer
assets of its Mexican production plan and international
portfolio of properties to a trust to pay off creditors.
(ABI 21-Sept-98)

GENERAL WIRELESS: Court Approves Plan
General Wireless Inc., a wireless phone provider, announced
that Bankruptcy Judge Steve Felsenthal approved the
company's reorganization plan for itself and its
subsidiaries on September 9, according to The Dallas
Business Journal.

The company holds 14 licenses to provide personal
communications services to the Miami, Atlanta and San
Francisco areas, and the company said it could have its
network running in at least one of those markets in the
next nine to 12 months. This is contingent on District
Court Judge Sam Lindsay upholding an April ruling that
reduced the company's bill for its federal licenses from
$1.6 billion to $166 million. A hearing on the government's
appeal of that ruling has not yet been scheduled, but the
Federal Communications Commission believes the decision
will be overturned because "it is inconsistent with
established bankruptcy law, as well as the Commission's

General Wireless was one of several firms that the FCC
granted PCS licenses to in the so called "C-block" auction
in 1996.

GIBSON'S HOLDING: Court Confirms Joint Plan
On September 4, 1998, the U.S. District Court for the
District of Delaware entered an order confirming the Joint
Plan of Reorganization dated May 1998, as modified July 15,
1998 of Gibson's Holding Company, Gibson's Discount Center,
Inc. and Gibson Franchise Corp.  The Joint Plan became
effective on September 15, 1998.

HOSPITAL STAFFING: Applies to Employ Deloitte & Touche
Hospital Staffing Services, Inc., debtor, applies to the
court for an order authorizing the employment and retention
of Deloitte & Touche LLP as tax consultants for the debtor.

The debtor seeks to employ and retain the firm of Deloitte
& Touche LLP as tax consultants to defend against an audit
by the Internal Revenue Service in relation to a prior net
operating loss tax refund of approximately $700,000
received by the debtor prior to the Petition Date and to
assist the debtor with minimizing the limitations and
reductions in its net operating loss as a result of the
implementation of a bankruptcy plan of reorganization.

The firms' current rates range from $80 to $550 per hour
for both non-attorneys and attorneys who are anticipated to
work on this case.

LONG JOHN SILVER'S: Wins Extension of Exclusive Periods
Long John Silver's won an extension of its exclusive
periods for filing a reorganization plan and soliciting
acceptances to Jan. 29 and March 30 respectively. The
company asserted it had accomplished a number of things
relatively early in the process, including the setting of
a bar date, obtaining secured debtor-in-possession
financing, "extensive and ongoing" communications between
Long John and official committees, approval of retention
and incentive program for employees, and the sale of
assets. There were no objections. (Federal Filings Inc. 21-

LYNX GOLF: Seeks Order Approving Sale
Subject to approval of the bankruptcy court, Lynx Golf has
agreed to sell substantially all of its assets to TearDrop
Golf Company.  Tear Drop will purchase those assets
specified in the agreement for a  purchase price consisting  
of the following components:

(a)$4.5 million in cash

(b)Redeemable convertible preferred stock with a face value
of $3.5 million

(c)Options to purchase 20,000 shares of TearDrop common
stock for an exercise price of $10 per share

(d)TearDrop's irrevocable assignment of all rights to
payment under the Sumikin Contract

(e)TearDrop's assumption of certain identified liabilities
of the debtor.

Overbid procedures include an opening bid of $9 million,
with a cash component of at least $4.9 million.  $400,000
in excess of the Opening Bid is necessary for any qualified
bidder wishing to purchase the assets at auction.

The assets shall be sold at auction to the highest bidder
in open court no later than October 16, 1998.

MOLTEN METAL: Trustee Seeks Financing Amendment
Stephen S. Gray, the Chapter 11 Trustee of Molten Metal
Technology, Inc., MMT of Tennessee Inc., MMT Federal
Holdings, Inc., M4 Environmental Management Inc., and M4
Environmental LP, debtors, requests that the court approve
a certain letter agreement between the debtors the Trustee
and the lenders, Restart Partners LP, Restart Partners II,
LP, Restart Partners III, LP, Restart Partners IV, LP,
Restart Partners V, LP, Morgens Waterfall Income Partners,
MWV Separate Account Alpha, LLC and Endowment Restart LLC.

The lenders have agree to provide certain Overadvances in
an aggregate sum not to exceed $3.5 million dollars plus
additional advances for lenders' interest and lenders'
professional expenses.  The lenders have also consented to
the debtors' use of their cash collateral.

The letter agreement provides for an asset sale "carve-out"
for the benefit of the lenders.

PEGASUS GOLD: Affiliates Seek Chapter 7
Beal Mountain Mining, Inc., Black Pine Mining, Inc.,
Zortman Mining, Inc. and Pegasus Gold Montana Mining, Inc.,
seek conversion of their cases from Chapter 11 to Chapter

In the case of Pegasus Gold Montana Mining, Inc., the
debtor concluded in the course of preparing for
confirmation that it could not meet all of the requisites
for confirming a reorganization plan, and that even if it
confirms a plan, it could not operate in an economically
viable fashion in the current market.  

In the case of the other affiliates, if the Reclamation
Proposal is rejected, the parties agreed that they would
will withdraw from the plan and convert the case to a
Chapter 7.

PHILIPPINE AIRLINES: Workers Reject Recovery Plan
According to a newswire report on September 22, 1998,
workers at ailing Philippine Airlines narrowly  
rejected a management-proposed recovery plan, dashing a
last-ditch government effort to avoid the company's

Government labor officials had gone directly to PAL's
workers to see if they supported the plan, which union
leaders had earlier rejected.

About 56 percent of the workers voted against the plan.

"The workers have spoken," Labor Secretary Bienvenido
Laguesma said today. "I think there is no denying that the
situation is difficult."

The airline announced last week that it will close early
Thursday as a result of the unions' rejection of the rescue
plan. President Joseph Estrada's spokesman, Jerry Barican,
said the government is now considering a 1.5 billion peso
($34 million) loan that would allow PAL to operate for
three more months.   "The domestic lines of PAL are far too
important to the economy to be allowed not to continue," he
said. PAL, Asia's oldest airline, has been operating for 57
years. Its closure would leave many areas of the sprawling
archipelago of 7,000 islands without air service. In the
rescue plan, PAL chairman Lucio Tan offered workers 20
percent of the flag carrier's stock and three seats on its
board in exchange for a 10-year suspension of their
collective bargaining agreement. Tan owns about 70 percent
of PAL's stock, while the government holds an estimated 18

In a meeting Monday night aimed at averting PAL's closure,
President Joseph Estrada also offered workers one of the
government's four board seats, but union leaders continued
to reject the plan. Union leaders say a suspension of the
collective bargaining agreement would be a surrender of
their labor rights and expose them to management abuses.
PAL officials say Tan has resigned himself to the
likelihood of the airline's closure. In a meeting with PAL
senior executives on Monday, he cried as he bid them good-
bye, a participant said.

When the company announced the closure to employees, many
also broke into tears. Some workers have held daily prayer
vigils in hopes the airline will not shut down.
PAL currently has a 50 percent share of domestic passenger
traffic, down from 75 percent before a pilots' strike in
June. The only alternative for travel among the country's
islands is slow, often-unreliable ocean ferries. Last
Friday, a ferry carrying 454 people sank in storm-whipped
waters south of Manila.

PAL also has been hurt by Asia's currency crisis, which hit
just as the airline was launching an ambitious $4 billion
expansion and refleeting plan.

PAL senior vice president Avelino Zapanta said creditors,
to whom PAL owes about $2.1 billion, are insisting on
guarantees of labor harmony before they approve a
restructuring plan.

PINNACLE BRANDS: Seeks Extension to Assume or Reject Leases
Pinnacle Brands, Inc. and its debtor affiliates are seeking
an order extending the time within which the debtors must
assume or reject unexpired leases of nonresidential real
property and for entry of a bridge order.

The debtors seek the issuance and entry of an order
granting the debtors a 75 day extension, from September 21,
1998 until December 7, 1998, of the time within which they
be required to assume or reject unexpired leases of non
residential real property.  The debtor is the party to two
unexpired leases of nonresidential real property, a
warehouse lease in Grand Prairie, Texas and an office lease
in Dallas, Texas.

The debtors desire to extend the time within which to
assume or reject leases in order to allow the debtors to
consummate the proposed sale of the sports trading card
business and attempt to reorganize or separately market and
sell the debtors' remaining assets, including its
optigraphics business.

RUSSIA VALUE FUND: Order Grants Employ of Jeffers & Banack
The Honorable Leif M. Clark entered an order on September
12, 1998 approving the application of Russia Value Fund,
LP, debtor, to employ Jeffers & Banack, Incorporated.

SUN TELEVISION: Case Summary and 20 Largest Creditors
Debtor:  Sun Television and Appliances, Inc.
         6600 Port Road
         Groveport, Ohio 43125

Type of business: Regional Specialty Retailer of branded
consumer electronics, appliances, and home office

Court: District of Delaware

Case No.: 98-2109  Filed: 09/16/98    Chapter: 11

Debtor's Counsel: Kirkland & Ellis
                  Luc A. Despins, Esq.
                  153 E. 53rd Street
                  New York, N.Y. 10022
                 (212) 446-4800

                  Laura Davis Jones
                  Young Conaway Stargatt & Taylor, LLP
                  11th Floor
                  Rodney Sqaure North
                  Wilmington, Delaware 19801
                  (302) 571-6600

Total Assets:            $221,879,739
Total Liabilities:       $164,563,128

No. of shares of preferred stock        500,000          
No. of shares of common stock        17,439,202          

20 Largest Unsecured Creditors:

   Name                                     Amount
   ----                                     ------
Whirlpool Corporation                      $3,434,903
Pionex Technologies Inc.                   $3,184,135
Frigidaire Home Products                   $2,681,482
Hitachi Home Electronics                   $2,227,701
Philips Consumer                           $2,023,127
Zenith Electronics                         $1,994,897
General Electric Co.                       $1,219,616
Sony Electronics Inc.                        $960,892
Compaq Computer Corp.                        $933,417
IRS                                          $882,324
Samsung Electronics                          $845,516
Thompson Consumer                            $725,087
Lexmark International                        $669,767
Aiwa America, Inc.                           $622,171
National Warranty Corp.                      $607,851
Katzlachh Supply Inc.                        $592,701
Korea Data Systems                           $542,377
Brother International Corp.                  $503,572
Netram                                       $503,308
Sharp Electronics Corp.                      $502,262

SUN TELEVISION: Probably Will Close Six Cincinnati Stores
Sun Television and Appliances, said it probably will close
its six Cincinnati-area stores within a matter of weeks,
affecting as many as 450 workers and countless consumers.

A company spokeswoman already said Sun cannot honor its own
warranties, though it will honor third-party warranties.
Also, consumers who ordered goods are at the mercy of
vendors, who will ultimately decide whether to deliver.
"If it's been paid for, Sun's going to make every effort to
deliver it," spokeswoman Melodye Demastus said. But "it's
largely up to the vendors."

It helps to recall the situations at Swallen's and
Steinberg's. Many shoppers who ordered furniture from
Swallen's before the stores abruptly closed never received
the merchandise or a full refund. There also are scores of  
Steinberg's customers who now hold useless or less-valuable

The money Sun raises as it closes 29 unprofitable stores is
earmarked first for its secured creditor, Bank Boston
Retail Finance Inc.

Sun also is making claims forms available for consumers, to
be filed with bankruptcy court. (Cincinnati Enquirer-

TECHNIMAR INDUSTRIES: Hearing on Disclosure Statement
A proposed disclosure statement dated September 11, 1998
regarding a plan dated September 11, 1998 was filed by
Technimar Industries, Inc., the proponent and debtor, on
September 14, 1998.

A hearing to consider approval of the disclosure statement
will be held on October 20, 1998 at 10:30 am, in Courtroom
8 West, US Courthouse, 300 South Fourth Street,
Minneapolis, Minnesota 55415.

TIE COMMUNICATIONS: Seeks to Employ Rutan & Tucker
Tie/Communications, Inc. debtor, submits an application to
employ the law firm of Rutan & Tucker as special corporate
counsel.  The debtor is seeking to retain the firm due to
the multitude of corporate matters which have arisen in
connection with the sale of the estate's assets, including
collective bargaining and WARN Act matters and the
coordination of those efforts with the issues and decisions
regarding termination of benefit plans.  The debtor
believes that it is necessary and appropriate for it to
retain additional counsel to assist the debtor with
corporate matters, as they relate to the sale of the
estate's assets to a third party.

The attorneys who will be assigned to this case charge
current hourly rates of between $270 and $310.

UNITED INFORMATION: Motion to Convert Case to Chapter 7
Debtors, United Information Systems, Inc. seek court
approval to convert their Chapter 11 cases to Chapter 7.

WESTBRIDGE CAPITAL: Case Summary and 20 Largest Creditors
Debtor:  Westbridge Capital Corp
         110 West Seventh street
         Suite 300
         Fort Worth, Texas 76102

Type of business: Regional Specialty Retailer of branded
consumer electronics, appliances, and home office

Court: District of Delaware

Case No.:98-2105  Filed: 09/16/98   Chapter: 11

Debtor's Counsel: Alan W. Kornberg
                  Richard A. Rosen
                  Andrew N. Rosenberg
                  W. Andrew P. Logan III

                  Paul, Weiss, Rifkind, Wharton & Garrison
                  1285 Avenue of the Americas
                  New York, N.Y. 10019
                  (212) 373-3000

                  James L. Patton, Jr.
                  Joel Waite
                  Victoria Watson Counihan
                  Young Conaway Stargatt & Taylor, LLP
                  11th Floor
                  Rodney Square North
                  Wilmington, Delaware 19801
                  (302) 571-6600

Total Assets:            $67,300,960
Total Liabilities:       $109,977,063

                                                   No. of
                                         Amount    Holders
                                         ------    -------
No. of shares of preferred stock        13,260          10
No. of shares of common stock         6,878,243       2,206

Debt Securities Held by More than 500 Holders:

11% senior subordinated notes due 2002 (unsecured,
subordinated):   $20 million

7-1/2% Convertible subordinated notes due 2004 (unsecured,
subordinated):   $70 million

20 Largest Unsecured Creditors:

   Name                          Nature            Amount
   ----                          ------            ------
First Union National Bank     Notes, payable    $77,260,416
Bank One Trust Company        Notes, payable    $22,114,445
Bank One Trust Company      Agency agreement   Unliquidated
Forum Capital Markets        Indemnification   Unliquidated
Raymond James & Assoc.       Indemnification   Unliquidated
James W. Thigpen          Employmt. Contract   Unliquidated
Stephen D. Davidson       Employmt. Contract   Unliquidated
Dennis Weverka            Employmt. Contract   Unliquidated
Conseco Capital Mgemt.       Investment Fees   Unliquidated
7333 Jack Newell Blvd.          Rent Payment   Unliquidated
American Int'l. Specialty     Insurance Prem.  Unliquidated
Harris Methodist Health Inc.    License Fees   Unliquidated
Transamerica Insurance        Insurance Prem.  Unliquidated
James C. Karabedian             Class Action   Unliquidated
Unicare Life & Health       Guaranty Agreemt.  Unliquidated

Westbridge Capital Corp. (NYSE:WBC), received notice on
September 21, 1998 that the New York Stock Exchange
("NYSE") (a) has suspended the trading in the Company's
common stock, 11% Senior Subordinated Notes due 2002 and 7-
1/2% Convertible Subordinated Notes due 2004 following the
Company's Chapter 11 filing and as a result of the Company
not meeting certain of the NYSE's continued listing
criteria, and (b) will make application to the Securities
and Exchange Commission to delist such issues.

Patrick J. Mitchell, Chairman and Chief Executive Officer
said, "While the decision of the NYSE is unfortunate, we do
not believe that the delisting process will impair the
timely completion of the restructuring process the  
Company has recently embarked upon.  We will seek
alternative trading forums for our new securities which we
anticipate will be issued upon our emergence  
from our Chapter 11 case."

Westbridge Capital Corp., through its insurance
subsidiaries, underwrites and markets individual medical
expense and supplemental health insurance products  
through a controlled general agency.  The Company also
markets HMO/PPO plans of nationally recognized
nonaffiliated managed care companies.

This matter came before the court on the notice of
withdrawal of pending plan of reorganization filed
September 14, 1998 by the UMWA 1992 Benefit Plan, the UMWA
Combined Benefit Fund, and the UMWA 1974 Pension Trust

Judge Marcia S. Krieger ordered that the hearing on the
confirmation of the plan scheduled for October 14, 1998 is


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