TCR_Public/981116.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
  Monday, November 16, 1998, Vol. 2, No. 224


AHERF: Notice of Meeting of Creditors
ACCESS BEYOND TECHNOLOGIES: Lease Rejection Extensions
ACME METALS: Committee Taps Stroock & Stroock
ACME METALS: Meeting of Creditors Set
AMERITRUCK: Files Bankruptcy - Seeks Liquidation

AMES: To Buy Hills Stores for $330 Million
CAMPO ELECTRONICS: Trustee Seeks Relocation of Collateral
CONCORD ENERGY: Seeks Order For Post-Petition Funds
EAGLE CAPITAL: Seeks Chapter 11

GULF RESOURCES: Order Approves Trustee's Accountant
HORIZON COLLECTIVE: Judge Gives Ultimatum
INTEGRATED MEDICAL: Files for Bankruptcy Protection
JOTAN INC: Files Voluntary Chapter 11 Petition
MANHATTAN BAGEL: New World Announces Settlement

MANHATTAN BAGEL: Turnaround in 3rd Quarter Results
MEDIA LOGIC: Seeks Bankruptcy Protection
POWER DESIGNS: Applies To Retain Leasing Broker
QUADRAX CORP: Notice of Intended Sale of Stock

RIO GRANDE: Files Chapter 11
SCOOP INC: Debtor's Operating Report
SEARCH FINANCIAL: Confirmation of Plan of Reorganization
SOUTHERN PACIFIC: BOMAC Objects To Sale of Loans
SOUTHERN PACIFIC: Committee Taps CIBC Oppenheimer

SUN TELEVISION: Reaches Agreement With Gregg Appliances
TOM THUMB: Seeks Bankruptcy Protection
THREE D DEPARTMENTS: Last Date to File Proofs of Claim
U.S. PHYSICIANS: Converts to Chapter 7
WESTBRIDGE CAPITAL: Hearing Set For Confirmation of Plan
WINDSOR ENERGY: Hearing Date for Committee Counsel


AHERF: Notice of Meeting of Creditors
The debtor, Allegheny Health, Education and research
Foundation, and its debtor affiliates published a notice in
The Wall Street Journal of November 13, 1998, announcing a
meeting of creditors on December 3, 1998 at 10:00 am and
1:00 p.m. at the David L. Lawrence Convention Center, 1001
Penn Avenue, North Meeting Rooms 7 & 12, Pittsburgh,
Pennsylvania 15222.

ACCESS BEYOND TECHNOLOGIES: Lease Rejection Extensions
The debtors, Access Beyond Technologies, Inc., et al., seek
an order further extending time to assume orreject
unexpired leases of non-residential real property.  A
hearing on the motion will be held on December 16, 1998.

At this early point in the reorganization process, the
debtors are unable to make a reasoned decision as to
whether to assume or reject all or any of the leases within
the sixty-day period set forth in the Bankruptcy Code.  The
debtors seek an extension from December 8, 1998 to May 3,
1999 to make such a decision.  Without the extension the
debtors state that they are at risk of prematurely and
improvidently assuming leases that the debtors later
discover are burdensome - thus creating potential
administrative claims - or prematurely or improvidently
rejecting leases that the debtors later discover would be
beneficial to their reorganization efforts.  The debtors
admit that they will be streamlining their operations, and
they imply that some leases will be rejected, but at this
point in time, they do not know which locations should be
closed.  There are a total of 22 leases, most of which
cover office or warehouse space.

ACME METALS: Committee Taps Stroock & Stroock
The Official Committee of Unsecured Creditors of Acme
Metals Incorporated and five of its direct and indirect
subsidiaries applies to retain Stroock & Stroock & Lavan
LLP as counsel to the Committee.

The U.S. Trustee appointed an official Committee of
Unsecured Creditors consisting of The Cleveland-Cliffs Iron
Co., Com Ed, AK Steel Corporation, Alliance Capital
Management, The Interlake Corporation, Harris Trust and
Savings Bank and United Steelworkers of America.  

The Committee seeks to retain counsel to advise the
Committee in analyzing the case, reviewing all statements,
preparing pleadings and advising the committee as to its
communications with the other creditors.  Stroock will bill
at its normal hourly rates of $350-550 for partners, $110-
350 for associates.  It is expected that Lawrence
Handelsman will be the lead attorney in the case.

ACME METALS: Meeting of Creditors Set
A meeting of creditors in the case of Acme Metals
Incorporated and its affiliates, as debtors, is scheduled
for December 4, 1998 at 2:00 p.m. at the J. Caleb Boggs
Federal Building, 844 King street, Room 2313, Wilmington,

AMERITRUCK: Files Bankruptcy - Seeks Liquidation
The Fort Worth Star Telegram reports on November 11, 1998
that AmeriTruck Distribution Corp. of Fort Worth has filed
for bankruptcy protection under federal statutes and said
it will ask the bankruptcy court to liquidate its
refrigerated trucking subsidiary.  A liquidation of
Ameritruck Refrigerated Transport of Fort Worth could cost
about 1,000 workers their jobs, the company said in a
statement. It did not specify where the losses would occur
and did not respond to inquiries yesterday.

AmeriTruck Refrigerated Transport offers nationwide
refrigerated carrier service.  AmeriTruck's other non-
refrigerated subsidiaries, which include operations such as
Best Way Motor Lines, CMS Transportation Services, W&L
Motor Lines, and Pro-Trans Services, are not planned for
liquidation and will continue in operation. AmeriTruck also
includes operations formerly owned by the Monfort
subsidiary of the agribusiness giant, ConAgra of Omaha,

AmeriTruck has about 2,400 employees nationwide. Most of
its subsidiaries provide specialized transportation
services, including time-sensitive deliveries, special
handling, unconventional pickup and delivery times,  
dedicated fleets and temperature control.  AmeriTruck
Chairman Michael Lawrence said the bankruptcy filing and
planned liquidation of the refrigeration service is because
of its operating losses, an unsuccessful turnaround effort
and heavy debt.

"During the past three years, AmeriTruck has funded its
acquisition growth strategy largely through debt," Lawrence
said in a statement. "Consequently, the company has
operated with a highly leveraged capital structure."

Lawrence said that in recent months, with "the weak
performance posted by the refrigerated unit and
AmeriTruck's significant debt servicing requirements, the
company has experienced severe liquidity problems."
Lawrence organized AmeriTruck in 1995 after he left Trism,
a hauler of specialty hazardous items. Lawrence had helped
found that company a decade ago.

Despite turning a profit of $7 million on revenues of $75.8
million in the latest quarter for which it made a report,
ending June 30, AmeriTruck has been dogged by liquidity
problems. In September, it had to ask lenders for
forbearance on debt repayments. At that time, AmeriTruck
announced that it was looking for new capital and would
devise a new operating strategy for the company.
The Daily Bankruptcy Review of November 13, 1998 reports
that AmeriTruck Distribution Corp.'s chapter 11 petition,
filed Nov. 9 in Dallas, lists consolidated assets of about
$242.6 million and liabilities of $247.4 million. The
company's largest unsecured creditors include senior note
holders Merrill Lynch Global Allocation Fund Inc. ($54
million), Federated Investments ($16 million), AIM Capital
Management ($10 million), and Lowes ($8 million).

AMES: To Buy Hills Stores for $330 Million
Ames Department Stores Inc. has agreed to buy struggling
Hills Stores Co. for $330 million in cash and assumed debt,
according to Reuters. Both companies operated under chapter
11 protection in the early 1990s, as competition heated up
from other discount retailers. The acquisition will make
Ames the fourth-largest chain of retail stores and increase
the number of Ames store from 301 to 456. Ames will spend
about $170 million to convert the Hills stores to the Ames
format. In addition to the $330 million purchase price,
Rocky Hill, Conn.-based Ames will pay $155 million for
store leases and $35 million for other debt obligations.
(ABI 13-Nov-98)

Brothers Gourmet Coffees, Inc. and its affiliated debtors
published a legal notice in The Wall Street journal,
November 13, 1998, requiring filing of proofs of claims on
or before January 8, 1999.

CAMPO ELECTRONICS: Trustee Seeks Counsel
In the matter of Campo Electronics, Appliances and
Computers, Inc., debtor, the Trustee, Wilbur J. "Bill"
Babin requires the services of an attorney to assist the
trustee in pursuing any and all legal remedies to recover
property of the estate and to enforce the rights of the
trustee under the Bankruptcy Code.  The Trustee seeks
approval of his own firm as counsel to the Trustee, but
states that there is no connection between the firm,
Turner, Young, Hebbler & Babin, and the debtor, creditors,
or any other party in interest in the bankruptcy.  The
Trustee states that it is in the best interest of the
estate and its economical administration to appoint
himself, Emile L. Turner, Jr., and the firm of Turner,
Young, Hebbler & Babin as general counsel for the Trustee.

CONCORD ENERGY: Seeks Order For Post-Petition Funds
Concord Energy Incorporated and Knight Equipment &
Manufacturing Corporation file an emergency motion for an
order authorizing the debtors to incur additional post-
petition secured indebtedness and granting liens, security
interests and priority.

The debtors have determined that obtaining $750,000 of
post-petition financing is necessary to continue in
business.  In the absence of such financing, the debtors'
operations may be materially and irreparably damaged.  The
debtor states that the proposed financing through Rickel
Securities Inc. is fair and proper and will allow the
debtors sufficient working capital to meet obligations
incurred during the next six months while attempting to
negotiate a plan of reorganization.

EAGLE CAPITAL: Seeks Chapter 11
In Dallas, Eagle Capital Mortgage Ltd., a residential
mortgage company, filed for Chapter 11 in Dallas on Nov. 9
with estimated assets and debts of more than $100 million
each.  Resolutions from a recent board meeting note that
Eagle, a Texas limited partnership, "is currently involved
in a restructuring and potential recapitalization of the
Partnership." Eagle Capital Corp. is the sole general
partner. Officials at Dallas-based Eagle were unavailable
for comment. (The Daily Bankruptcy Review and ABI Copyright
c November 13, 1998)

GULF RESOURCES: Order Approves Trustee's Accountant
On November 3, 1998, Judge Leif M. Clark, entered an order
approving the employment of Jeff Compton and J.A. Compton &
Company, as accountant for the Chapter 7 Trustee.

HORIZON COLLECTIVE: Judge Gives Ultimatum
The Albany Times Union reports on November 7, 1998 that  
the management company that runs more than 40 Pizza Hut
restaurants, 24 of them in the Capital Region, has until
Dec. 9 to act on the following options:

Pay off the $11.1 million it owes creditors, including $8.5
million to a single bank.

Show proof that creditors have accepted a smaller payment.

Or, present a bankruptcy court judge on Dec. 9 with some
reason why its assets should not be sold off.

U.S. Bankruptcy Judge Robert E. Littlefield Jr. has signed
a conditional order of dismissal setting the terms Horizon
Collective must meet in order to leave its bankruptcy court
action behind. Aside from the full or renegotiated payment
to debtors, the conditions include filing operating reports
and required financial documents with the court by Nov. 16.

Horizon's case can be dismissed whenever all the conditions
are met, said Lisa Tang, the company's attorney. But if by
Dec. 9 the terms are not met and no good reason for their  
delay has been offered, the court will hear
arguments  from the U.S. trustee for selling off the
company's assets to pay creditors.

The key challenge for Horizon will be negotiating a
settlement with Banco Popular, which is owed $8.5 million
in connection with financing the company's purchase of
Pizza Hut restaurants in 1996. Kelli Givens, vice president
of Horizon, said an agreement with the bank has not been
sealed yet, though it is  the company's intention to have
it in place before Dec. 9.

"I'm certainly very hopeful of that, and we're certainly
working to that end," Givens said.  Horizon officials have
said their bankruptcy court filing was largely a tactical
maneuver to get Banco Popular to discuss a debt

Givens said she cannot provide any details about the
agreement until it is completed. The court order refers to
"property that may be transferred by related entities." But
Tang said she was not at liberty to say whether the  
property belongs to the Horizon franchisees that actually
own -- rather than manage -- the Pizza Hut restaurants.

Banco Popular has begun legal proceedings against the
franchisees, which are not part of the bankruptcy court
action and not protected by such action.  Horizon
Collective is the management entity of the group of
companies. When it filed for bankruptcy protection in
March, Horizon claimed assets of  $9.1 million and debts of
$11.1 million. It manages 44 Pizza Huts and is
one of  the area's largest fast-food operators and
minority-owned businesses.

INTEGRATED MEDICAL: Files for Bankruptcy Protection
Integrated Medical Resources Inc., which manages clinics
for diagnosing and treating impotence, said yesterday that
it filed for bankruptcy protection, in part due to the
introduction of the anti-impotency drug Viagra, Reuters.
Integrated Medical said it did not meet payroll in the last
two weeks of October and it has been unsuccessful in
obtaining additional financing. It has cut staff and
temporarily closed several clinics. CEO Dr. E. Stanley
Kardatzke released a statement that said "Since we
initiated a series of re-capitalization transactions in
March 1988, we have a experienced a very bumpy road,
particularly against the backdrop of the introduction of
Viagra as well as the recent downturn and volatility in the
debt and equity markets. Kardatzke, who became CEO
in April, said the company's goal is reorganize and emerge
from chapter 11 a much stronger company. The company said
its planned acquisition of six clinics managed by Century
Medical Group has been canceled. (ABI 13-Nov-98)

JOTAN INC: Files Voluntary Chapter 11 Petition
On November 10, 1998, Jotan, Inc. filed a voluntary
petition under Chapter 11 of the Bankruptcy Code in United
States Bankruptcy Court, Middle District of Florida,  
Jacksonville Division (Case No. 98-09633-3F1). Jotan has
filed a plan of  reorganization with the Bankruptcy Court
pursuant to which the Company will convert pre-petition
debt to common stock and eliminate the pre-petition equity.   
The Company's Bankruptcy filing indicated approximately $25
million of assets,  $54 million of debt, and outstanding
stock of approximately 1.4 million shares of Preferred
Stock and 21 million shares of Common Stock.(States SEC -

MANHATTAN BAGEL: New World Announces Settlement
New World Coffee & Bagels Inc. yesterday announced that it
has reached a settlement agreement with Manhattan Bagel
Company's Inc.'s secured creditor, First Union
National Bank, to resolve all open issues and to ensure
FUNB's support for the confirmation of the debtor's joint
plan of reorganization with regard to New World's
acquisition agreement with Manhattan Bagel, according to a
newswire report.  The settlement agreement has been
approved by New World, Manhattan Bagel, the Unsecured
Creditors' Committee and FUNB. Per the settlement terms,
FUNB will receive $3 million in full satisfaction of all
its claims against the debtor and the dismissal of
adversary proceedings against it. In exchange, FUNB will
enter into a standstill agreement, vote in favor of the
plan and cooperate in confirming it. (ABI 13-Nov-98)

MANHATTAN BAGEL: Turnaround in 3rd Quarter Results
Manhattan Bagel Company, Inc. (Nasdaq: BGLSQ) today
announced earnings of $339,000 before reorganization  
expenses for the three months ended September 30, 1998.  
The profit compared with a $1.6 million loss before unusual
items in 1997's third quarter.

Including $849,000 in reorganization expenses, the Company
announced a net loss of $510,000, ($0.07 per share), for
the 1998 quarter.  In last year's third quarter, the
Company recorded a $14.2 million net loss, ($1.87 per
share), primarily reflecting a $12.6 million adjustment for
additional reserves and the write-down of the carrying
value of certain assets. No income taxes were recorded in
either period and no reorganization items were recorded in
the 1997 quarter. Manhattan Bagel filed for reorganization
under Chapter 11 of the Federal Bankruptcy Code on November
19, 1997.  The reorganization items recorded during 1998's
third quarter included $705,000 in professional fees and
$143,000 in administrative expenses.

Revenues for the third quarter decreased 21.8% to $7.7
million from $9.8 million in the corresponding 1997 period,
reflecting a $1.6 million decline in product sales and a
$523,000 downturn in franchise and license related  

The decline in product sales primarily reflects decreases
in the number of Company-operated and franchised stores in
connection with the Chapter 11 process.  

For the first nine months of 1998, Manhattan Bagel
announced income of $831,000 before reorganization
expenses, compared with a $1.4 million loss before  
unusual items in the corresponding 1997 period.

The Company recorded a $1.4 million net loss for the 1998
period, ($0.19 per share), after including $2.2 million in
reorganization expenses. This contrasted with a $14.0
million net loss ($1.85 per share) a year earlier,  
which included the aforementioned $12.6 million third
quarter adjustment. Reorganization items for the first nine
months of 1998 included $1.9 million in professional fees
and $319,000 in administrative expenses.  No income tax  
provision was recorded in either period.

Nine-month revenues declined 25.4% to $23.4 million from
$31.3 million a year earlier.

On July 29, 1998, Manhattan Bagel announced that it had
signed an agreement to be acquired by New World Coffee &
Bagels Inc. (Nasdaq: NWCI). Following the acquisition, it
is expected that both chains will retain their individual  
identities while consolidating their corporate
infrastructure to create a network of approximately 340
bagel shops and coffee/bagel cafes.  The two companies have
filed a joint plan of reorganization that would enable
Manhattan Bagel to emerge from Chapter 11 bankruptcy
protection.  The transaction, which is subject to necessary
bankruptcy court approvals, would provide no value to  
existing Manhattan Bagel shareholders.

Manhattan Bagel currently franchises, licenses or operates
stores in 18 states, Washington, D.C., and Israel.  The
Company also operates manufacturing plants in Eatontown,
N.J., and Los Angeles.

MEDIA LOGIC: Seeks Bankruptcy Protection
Media Logic, Inc. (Amex:TST), a developer and manufacturer
of automated tape library back-up solutions, filed a
voluntary Chapter 11 petition in the United States
Bankruptcy Court for  the District of Massachusetts on
November 12, 1998.  Stewart F. Grossman and Melvin S.
Hoffman of the Boston law firm of Looney & Grossman LLP,
who represent Media Logic, Inc. in its bankruptcy filing,
indicated that the Company has sought bankruptcy court  
protection while it actively seeks an acquirer.

The U.S. Bankruptcy Court for the Northern District of
California has ruled that Philippine courts are
sufficiently similar to their U.S. counterparts and that
U.S. creditors seeking damage claims from Philippine
Airlines (PAL0 must participate in a Philippine
proceedings, according to The Recorder. Attorney Jeffrey
Garfinkle of Brobeck, Phleger & Harrison in San Diego, said
"This is a landmark case. This is the first time a U.S.
court was requested to consider whether the Philippine
bankruptcy system is worthy of comity." PAL began a
corporate rehabilitation proceeding (equivalent to a U.S.
chapter 11 filing) in the Philippines in June and filed an
ancillary petition in the United States and the same time,
obtaining a temporary restraining order against its
creditors. A preliminary injunction continuing the
restraints was issued in July. PAL has some $2.2 billion in
debt, of which much is owed to U.S. lenders and
guaranteed by the U.S. Export-Import Bank. PAL also has
contracts with U.S. companies, including Boeing Co. and
General Electric. Attorneys for Boeing, GE and Aviation
Sales Leasing Co. argued that the Philippine process is
"lacking in standards," and as such, they should not have
to participate in Philippine proceedings. Hon. Thomas E.
Carlson disagreed and stated that the Philippine insolvency
law provides creditors with protections similar to those
found under U.S. bankruptcy law and that the Philippine
Securities and Exchange Commission "is not at all the
lawless agency that objecting creditors portray it to be."
PAL will file a plan in the Philippines this month or
next to lay out how the airline will repay its creditors;
it will be similar to a chapter 11 plan. (ABI 13-Nov-98)

POWER DESIGNS: Applies To Retain Leasing Broker
Power Designs, Inc. and PDIXF Acquisition Corp. seek an
order authorizing it to retain Goodfellow-Ashmore
Commercial Real Estate Services as its leasing broker.

QUADRAX CORP: Notice of Intended Sale of Stock
The debtor, Quadrax Corporation, intends to sell all of the
debtor's capital stock in its wholly owned subsidiary
Victel, Inc.  Victel, Inc. is the sole shareholder of the
debtor's wholly owned subsidiary Victor Electric Wire &
Cable Corporation, a manufacturer and distributor of
electric wire and cable.

The proposed sale is to E.B. Acquisition LLC for the
purchase price of $1 million.  A hearing will be held on
the sale at 10:00 a.m. on November 19, 1998.

RIO GRANDE: Files Chapter 11
Rio Grande, Inc. announces that the Company has filed for
reorganization under Chapter 11 of the Bankruptcy Code.  A
plan for a financial restructuring has  been negotiated
between EXCO Resources, Inc., which is the Company's  
principal secured creditor, and the Company's sole holder
of preferred stock in conjunction with the filing under
Chapter 11 and  the Company intends to file a plan of
reorganization seeking court approval of  the Plan.
Pursuant to the terms of the proposed Plan, the Company
would fully  repay its trade creditors.  The Plan is
expected to provide that Rio Grande  Drilling Company, Rio
Grande Offshore, Ltd., and Rio Grande Desert Oil Company,  
all subsidiaries or affiliates of the Company, shall merge  
into the Company.  EXCO, as the secured creditor of the
Company in respect of a note acquired by EXCO from
a Texas bank, will be issued shares of common stock  of the
Company upon consummation of the merger in settlement of
the Company's  $13 million secured indebtedness owed to
EXCO.  The outstanding shares of the  Company's common and
preferred stock would be canceled. Additionally, the  
proposed Plan would provide that the Preferred Holder would
be afforded the  opportunity to acquire a 24.5% working
interest in the Righthand Creek field,  the Company's
principal property.  Rio Grande GulfMex, Ltd., an entity of
which  the Company is an 80% general partner, has also
filed Chapter 11 under the  proposed plan.  Its
creditors are likewise expected to be repaid in full.

SCOOP INC: Debtor's Operating Report
For the period from September 1, 1998 to September 30,
1998, the debtor, Scoop, Inc. reports $97,280 in net sales,
net gain from business operations of $3,827 and net income
of $1,495,937.

SEARCH FINANCIAL: Confirmation of Plan of Reorganization
Search Financial Services Inc. ("SFSI") announced that the
Bankruptcy Court has confirmed the previously announced
Third Amended Plan of Reorganization (the "Plan") of SFSI
and its  subsidiaries, Search Financial Services Acceptance
Corp., MS Financial, Inc. and Search Funding Corp. (with
SFSI, the "Debtors").

In general, the Plan provides for the substantive
consolidation of the Debtors and the liquidation of the
Debtors' remaining assets for the benefit of a Trust
and the Trusts' beneficiaries. The Plan also contemplates a
sale of SFSI's consumer finance operations (or,
alternatively, a sale of an interest in those  
operations) with the proceeds to be received by the Trust
for distribution to Trust beneficiaries. Those
beneficiaries are, first, the Debtors' creditors. If all
allowed creditor claims are satisfied, then preferred
shareholders would receive distributions from the Trust.
However, it is not likely that preferred shareholders will
receive any distribution, although a distribution to them
is possible depending on the value realized for the
Debtors' assets, including the consumer finance operations.
Further, it is contemplated that neither holders of common
stock nor holders of warrants will receive any
distributions. All preferred stock, common stock and
warrants of SFSI are cancelled under the terms of the Plan.

There can be no assurance that a sale of all or a part of
SFSI's consumer finance operations will be consummated. If
no acceptable bid for a purchase of or investment in those
operations is received, the Trustee of the Trust will be
free to operate the consumer finance business, liquidate
the assets of that business or take any other action deemed
appropriate by the Trustee to maximize value for the
beneficiaries of the Trust.

The Plan settles all of the Debtors' claims against Hall
Phoenix/Inwood, Ltd. ("Phoenix") in exchange, among other
things, for Phoenix's agreement to advance any funds
necessary for payment of allowed administrative and
priority payment claims, the payment of which are a
condition to confirmation of a plan under the Bankruptcy
Code. Phoenix is also required to loan up to $500,000 to
the  consumer finance companies to finance their

Search Financial Services Inc. was a specialized financial
services company engaged in the purchasing, financing, and
servicing of non-prime automobile installment loans
originated by franchised and independent automobile
dealers.  Search discontinued purchasing non-prime
automobile installment loans in early February 1998.
Search's consumer finance subsidiaries continue to
purchase, finance, and service direct non-auto consumer
finance and home equity loans generated through their 19
branch offices located in six states and in Puerto  Rico.

SOUTHERN PACIFIC: BOMAC Objects To Sale of Loans
BOMAC Capital Mortgage, Inc. objects to the motion of the
debtor, Southern Pacific Funding Corporation, for authority
to repurchase and to sell loans.  BOMAC originates loans
and sold a large volume of loans to Southern Pacific
Funding Corporation pre-petition.  BOMAC is a creditor and
claims an interest in residual owned by SPFC created, in
part, by the securitization of BOMAC originated loans.

BOMAC has two concerns with the relief requested:

First, there is inadequate information to determine how the
Lehman price was established and whether it is a fair

BOMAC was advised that the margin or points that Lehman
would pay for the First Union warehouse loans was higher
than the .5% set forth in the debtor's motion and that it
included a participation by SPFC in any margin or profit
earned upon re-sale of the loans.  There is no information
as to how the low price was determined, no information as
to whether Lehman performed due diligence and SPVC states
that it does not believe the Lehman price is a great deal
and states that improper dumping of loans by Morgan Stanley
has had an effect on the market.  "Neither the court nor
the creditors have sufficient information to determine that
this transaction, which involves nearly a $300 million
deal, is in the best interest of creditors.  An increase of
only .5% in the margin would involve almost $1.5 million.
Second, with respect to the BOMAC portion of the
transaction, it is necessary that BOMAC and SPFC conclude a
definitive agreement which identifies the loans involved
and establishes terms and timetables for performance.

The loans must be clearly identified and the terms must be
finalized.  Disclosure of the terms may assist in resolving
any issues and completing a definitive agreement.

SOUTHERN PACIFIC: Committee Taps CIBC Oppenheimer
The debtor, Southern Pacific Funding Corporation is engaged
in the orderly liquidation of its assets.  As part of that
process, the debtor desires to sell its interest in SPFC-
UK.  The Official Creditors' Committee to the debtor
desires to engage CIBC Oppenheimer Corp. to analyze and
review the acts, conduct, assets, liabilities and financial
condition of SPFC-UK, familiarize itself, the debtor and
the committee with the operation of SPFC-UK's business and
advise the Committee and the debtor with respect to any and
all proposed sales of SPFC-UK.  CIBC Oppenheimer has agreed
to work for a professional fee of the greater of $500,000
or 2% of the aggregate consideration paid by an acquirer
for the stock and/or assets of SPFC-UK.

SUN TELEVISION: Reaches Agreement With Gregg Appliances
Sun Television and Appliances, Inc. (Nasdaq: SNTV) reports
that it had reached an agreement to sell nine store
locations to Gregg Appliances, Inc., for approximate cash
consideration of $8.7 million, in addition to the
assumption of certain liabilities.  Company officials said
the transaction was subject to approval by the U.S.
Bankruptcy Court and the Company's creditors' committee.  
Gregg will close the existing Sun outlets and reopen them
as H. H. Gregg stores in the following markets:  four
outlets in Cincinnati; three outlets in suburban Cincinnati
including  Florence and Alexandria, Kentucky; and Hamilton,
Ohio; and one location each in  Aurora and Richmond,

Gregg Appliances is a leading specialty retailer of
consumer electronics, major appliances, computers and other
consumer products. It is a privately held Indianapolis-
based company operating 18 stores in Indiana, Kentucky and
Tennessee under the name "H.H. Gregg Appliances &

TOM THUMB: Seeks Bankruptcy Protection
Owners of Tom Thumb Markets, a Citrus Heights landmark,
have sought federal bankruptcy protection from creditors
while they reorganize their business debts  -- incurred as
part of a failed supermarket expansion.  The Chapter 11
filing in federal court listed debts of the 40- year-old  
business at $2 million -- the apparent result of a 1994
decision to open a second store in Fair Oaks.

Chapter 11 of the Federal Bankruptcy Act allows a company
to stay in  business free of the threat of creditor
lawsuits until it develops a plan to put its finances in
order.  Part of that plan, said bankruptcy attorney Robert
S. Bardwil, is a court-approved third-party loan that will
enable grocery inventories at Tom Thumb Market in Citrus
Heights to be restored to historic levels.

"Hopefully, this Chapter 11 filing and loan will reposition
the store back to where it was a number of years ago and
will re- establish its customer base," Bardwil said.
Both Bardwil and a supermarket representative said the
company erred in 1994 when it opened a new Tom Thumb Market
in Fair Oaks at the site of a former Bel Air store that had
been closed about a year.

While Tom Thumb Market thrived at its original location in
Citrus Heights, the newer store opened by owner-partners
Dick Calora and Gene Crumbley became a cash drain. It was
closed a year ago.   "In hindsight, the expansion was not a
good business move," Bardwil said.  Tom Thumb Markets began
in Citrus Heights in 1959 with 12,000 square feet of  
retail space, a spokesman said. Over the years, it grew
more than threefold, to 45,000 square feet. Assets were
listed in the federal court filing at nearly $800,000.
(Sacramento Bee - 11/12/98)

THREE D DEPARTMENTS: Last Date to File Proofs of Claim
The U.S. Bankruptcy Court for the Central District of
California has set a deadline of February 8, 1999 for
creditors of the debtor, Three D Departments, Inc. to file
claims against the debtor's estate.

U.S. PHYSICIANS: Converts to Chapter 7
U.S. Physicians Inc., a Fort Washington, Pa.-based
physician practice management firm, has converted its
chapter 11 case, filed late last month, to chapter 7
because a lender declined to provide interim financing,
according to The Philadelphia Inquirer. In July, the
organization withdrew a planned initial public offering
designed to raise $49 million. U.S. Physicians, which
acquired and managed the practices of orthopedic surgeons,
neurologists, oncologists and other specialists, estimated
its assets at $1 million to $10  million and its
liabilities at $10 to $50 million. (ABI 13-Nov-98)

WESTBRIDGE CAPITAL: Hearing Set For Confirmation of Plan
Westbridge Capital Corp., debtor, published a legal notice
in The Wall Street Journal, November 13, 1998, giving
notice that a hearing to consider confirmation of the
debtor's first amended plan of reorganization has been set
for December 17, 1998 at 9:30 am, at the United States
Bankruptcy Court for the District of Delaware, Marine
Midland Plaza, 824 Market Street, Wilmington, Delaware
19801, before the Honorable Mary F. Walrath.

WINDSOR ENERGY: Hearing Date for Committee Counsel
On December 2, 1998 at 2:00 pm, the Official Committee of
Unsecured Creditors of Windsor Energy US Corporation and
Rincon Island Limited Partnership will move the court for
an order approving the employment of Baker & McKenzie as
general counsel to the Committee.


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Troubled Company Reporter is a daily newsletter, co-
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Debra Brennan and Lexy Mueller, Editors.   

Copyright 1998.  All rights reserved.  ISSN 1520-9474.  
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