TCR_Public/990208.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, February 8, 1999, Vol. 3, No. 26

                   Headlines

ALL AMERICAN FOOD: Notification of Late Filing
AMERICAN SKIING: Ownership of Stock Reported
AVATEX: Announces Third Quarter Results
BIG BEAR: Grocery Owner To File Pre-packaged Chapter 11
BMJ MEDICAL: Class Action Commenced by Shareholders

BOSTON BED: Liquidation Sales Begin
BROTHERS GOURMET: Monthly Report
CROWLEY'S: Files Chapter 11
FREEPORT MCMORAN: Stock Ownership Reported
GIBSON GREETING: Stock Ownership Reported

GRANT GEOPHYSICAL: Announces Management Change
HAWAII THRIFTY: Franchise Sold for $450,000
KOO KOO ROO: NASDAQ To Delist Company's Stock
LIVENT: Committee Objects To final Terms of DIP
MAXICARE HEALTH PLANS: Stock Ownership Reported

MCCULLOCH: Intended Sale of European Subsidiaries
MEGO MORTGAGE: Amendment to Registration Statement
MESA AIR GROUP: Announces Merger With CCAIR, Inc.
MESA AIR GROUP: Stock Ownership Reported
MJDESIGNS:  No Plan to Close Stores - Considering Bids

MOBILEMEDIA: Creditors Accept Plan FCC Grants Transfers
MONTGOMERY WARD: Signature Group Cash To Hold Off Creditors
NEWMONT MINING: Reports Significant Loss In 4th Quarter
NORTH AMERICAN VACCINE: Annual Meeting of Shareholders
PANGBURN: Receives Some Financing After Hearing

PENN TRAFFIC: Announces Agreement in Principle
PHP: Gets Cash Collateral Agreement To Sell Stock
PHYSICIANS RESOURCE GROUP: Bank Agrees To Take No Action
PRECISION AUTO CARE: Secures $5 Million Bridge Loan
PRIMESTAR INC: Asset Purchase Agreement Filed With SEC

RUTHERFORD MORAN: Chevron Reports Stock Ownership
SALANT CORP: Agrees To Stop Joe Boxer Children's Wear
USN COMMUNICATIONS: Stock Ownership Reported
XATA CORP: Ownership of Stock Reported
ZENITH ELECTRONICS: Amendment To SCHEDULE 13E-3

                   *********

ALL AMERICAN FOOD: Notification of Late Filing
----------------------------------------------
All American Food Group Inc. notified the SEC of a late
filing of its Form 10-KSB.  The company recently filed a
voluntary petition under Chapter 11 of the U.S. Bankruptcy
Code.  Effective January 5, 1999, in response to its recent  
filing  for protection from certain creditors under Chapter  
11, the company filed amended unaudited pro forma
condensed consolidated financial statements for the  fiscal
year ended October 31, 1997, and the nine month period
ended July 31, 1998. However, the company has just been
informed by its certified public account, DelSanto &
DeFreitas, that because they are creditors of the company,
they are not independent.  As a result, the company
requires approval from the Federal Bankruptcy Court for the
reappointment of its prior accountants or to retain new
accountants to complete its audit for the year ended
October 31, 1998.


AMERICAN SKIING: Ownership of Stock Reported
--------------------------------------------
State of Wisconsin Investment Board reports beneficial
ownership of 2,635,000 shares (16.97% of class)
of common stock of American Skiing Co.Com


AVATEX: Announces Third Quarter Results
---------------------------------------
Avatex Corporation (OTC Bulletin Board: AVAX) announced
financial results for the third quarter and the first nine
months of fiscal 1999 ending December 31, 1998.

Avatex reported revenues for the third quarter of $2.6
million compared to $3.0 million for the corresponding
period of the previous year. The decrease was due primarily
to the sale of one of the Company's real estate partnership
interests during the fourth quarter of fiscal 1998
partially offset by the October 1998 opening of a new hotel
by a real estate partnership in which the Company owns a
fifty percent interest.

After preferred stock dividends of $7.1 million, the
Company recorded a net loss to common shareholders of $7.8
million, or $0.56 per share, compared to a net loss to
common shareholders of $61.9 million, or $4.49 per share,
in the previous.

Avatex reported revenues for the nine months ended December
31, 1998 of $7.5 million compared to $9.8 million for the
corresponding period of the previous year.

After preferred stock dividends of $20.9 million, the
Company recorded a net loss to common shareholders of $26.9
million, or $1.95 per share, compared with a net loss to
common shareholders of $113.0 million, or $8.18 per share
in the previous year.

In a separate matter, the Company announced that it no
longer meets the continued listing requirements of the New
York Stock Exchange and effective February 1, 1999 the
Company's common and Series A and convertible preferred  
stocks commenced trading on the NASD OTC Electronic
Bulletin Board (OTC-BB) under the symbols AVAX, AVAXO, and
AVAXP, respectively.

Avatex is a holding company that, along with its
subsidiaries, owns interests in hotels and an office
building and in other corporations and partnerships.   
Through Phar-Mor, Inc., its 38% owned affiliate, Avatex is
involved in operating a chain of discount retail
drugstores.


BIG BEAR: Grocery Owner To File Pre-packaged Chapter 11
--------------------------------------------------------   
Penn Traffic Co., which owns the Big Bear Grocery chain,
plans to file a pre-packaged chapter 11 in order to
facilitate financial restructuring agreement with a
committee of noteholders, according to Business First, The
Greater Columbus Business Authority. Under the plan, the
company will cancel $1.13 billion of existing senior and
subordinated notes and distribute $100 million of new
senior notes and 19 million shares of new common
stock to the holders of existing senior notes. The company
also will distribute 1 million shares of the new common
stock to the holders of existing senior subordinated notes.
(ABI 05-Feb-99)


BMJ MEDICAL: Class Action Commenced by Shareholders
---------------------------------------------------
Notice was given that a class action was filed on Feb. 2,
1999 by the law firm of Berger & Montague, P.C. and
Beasley, Leacock & Hauser, P.A. in the United States
District Court for the Southern District of Florida, Civil
Action No. 99-8086-CIV-Zloch, seeking damages for alleged
violation of the federal securities laws on behalf of all
persons, excluding the defendants  and their affiliates,
who purchased or otherwise acquired the common stock of  
BMJ Medical Management, Inc. ("BMJ") pursuant or traceable
to BMJ's February 4, 1998 initial public offering (the
"IPO") at any time prior to December 17,  1998.

The Complaint alleges that the defendants participated in,
approved and/or permitted to be made misrepresentations of
material fact in the Prospectus, and omitted to disclose
material facts necessary to make the statements made to  
plaintiffs and the class not misleading, concerning BMJ's
capitalization, accounting practices and management
procedures in violation of sections 11, 12(a)(2) and 15 of
the Securities Act of 1933, 15 U.S.C. sections 77k,
77(l)(a)(2) and 77o, and common law.

The Complaint further alleges, among other things, that
defendants' violations caused plaintiffs and the class
damages; that on December 17, 1998, BMJ commenced
bankruptcy proceedings under Chapter 11 of the U.S.
Bankruptcy Code; and that BMJ's stock, which had been
issued to the public at $7.00 per share, closed at
approximately $0.08 per share on December 31, 1998.


BOSTON BED: Liquidation Sales Begin
-----------------------------------
Worcester Telegram & Gazette reports on February 4, 1999
that the 23-store Boston Bed & Bath chain, which fell on
hard times, will start its going-out-of-business sale on
February 5, 1999, including at its store in the Old
Shrewsbury Village shopping center in Shrewsbury.

The retail value of goods to be sold is about $15 million,
according to Gordon Brothers Retail Partners LLC of Boston,
a retail advisory firm and one of the companies involved in
liquidating the inventory. The sale will continue  
until all merchandise is sold, which may take several
weeks, according to a Gordon Brothers spokeswoman.

The Boston Bed & Bath chain was founded 28 years ago and
was credited with being the original bed and bath
superstore in New England, introducing the concept of a
greater selection of branded merchandise than found in
department stores. It has stores in Massachusetts, Maine,
New Hampshire, Rhode Island and Vermont.

Citing tough competition from department stores and larger
chains, Leejay Inc., which does business as Boston Bed &
Bath, filed for Chapter 11 bankruptcy protection in
November. At the time it reported assets of $19.1
million and  liabilities of $26.9 million.

The company has since received U.S. Bankruptcy Court
permission to retain a liquidator and a real estate agent
to sell inventory and property.

Merchandise to be sold includes bed sheets, towels,
accessories, comforters, blankets, window curtains, fashion
bedding and pillows.

U.S. Bankruptcy Court, Boston, has appointed a joint
venture between Gordon Brothers Retail Partners of Boston
and Hilco Trading Co. Inc. of Northbrook, Ill., to manage
the sale.


BROTHERS GOURMET: Monthly Report
--------------------------------
For the month ended December 25, 1998, Brothers Gourmet
Coffees Inc. reports net income of $670,000 on sales of
$6.064 million.


CROWLEY'S: Files Chapter 11
---------------------------
Crowley's announced on February 5, 1999  that it and its  
wholly-owned subsidiary, Steinbach Stores, Inc.
(collectively, the "Debtors"), filed voluntary petitions
for relief under Chapter 11 of the Federal Bankruptcy  Code
in the United States Bankruptcy Court for the Eastern
District of Michigan.

Under Chapter 11, subject to Bankruptcy Court approval, the
Debtors will commence and/or continue the clearance sales
at both Crowley's and Steinbach Stores and will continue to
operate the stores as debtors-in-possession pending an
orderly wind-down of operations under the protection of
the Bankruptcy Court.  The Debtors are optimistic that
Congress Financial Corporation  (Central) will agree to the
Debtors' use of cash for an interim period pursuant to the
terms of a consensual order submitted to the Bankruptcy
Court by the  Debtors and Congress Financial Corporation
(Central).

Crowley's also announced that, pending approval by the
Bankruptcy Court and subject to higher and better bids at a
sale of certain of its other assets, it has agreed to
accept an offer from Value City Department Stores, Inc. to
acquire five Crowley's stores and three Steinbach stores
and the store-related  assets deemed necessary by Value
City to operate these locations for a purchase  price of
$5.335 million.

Founded in 1914, Crowley's is the only Detroit-based
specialty retail department store operator.


FREEPORT MCMORAN: Stock Ownership Reported
------------------------------------------
The Prudential Insurance Company of America may have direct
or indirect voting and/or investment discretion over
8,527,651 shares (11.75 % of class) of the  common stock of
Freeport-McMoran Copper & Gold Inc. which are held for the
benefit of its clients by its separate accounts, externally
managed accounts, registered investment companies,
subsidiaries and/or other affiliates.  Prudential is
reporting the combined holdings of these entities for the
purpose of administrative convenience.


GIBSON GREETING: Stock Ownership Reported
------------------------------------------
The Prudential Insurance Company of America may have direct
or indirect voting and/or investment discretion over
3,018,160 shares (19% of class)of the common stock of
Gibson Greetings, Inc. which are held for the benefit of
its clients by its separate accounts, externally managed
accounts, registered investment companies, subsidiaries
and/or other affiliates.  Prudential is reporting the
combined holdings of these entities for the purpose of
administrative convenience.

These shares were acquired in the ordinary course of
business.


GRANT GEOPHYSICAL: Announces Management Change
----------------------------------------------
On January 28, 1999 in Houston, Texas, Grant Geophysical,
Inc. announced that Larry E. Lenig, Jr. has resigned as
President, Chief Executive Officer and a director of the
Company.  Don W. Wilson, the Company's Chairman of the
Board, will replace him on an interim basis as Chief
Executive Officer.

Wilson said, "We have a sound management team that is very
capable of running the Company.  I will serve as President
and CEO on an interim basis, and we have already commenced
a search for a new President and CEO and expect to announce
our new CEO shortly."

Grant Geophysical, Inc. and its subsidiaries and affiliates
provide land and transition zone seismic services in the
United States, Latin America, Central America and the Far
East.  The Company employs approximately 2,500 people in
its worldwide operations.


HAWAII THRIFTY: Franchise Sold for $450,000
-------------------------------------------
Cardinale Leasing Inc. of Seaside, Calif., this week
acquired the Thrifty Car Rental franchise in Hawaii for
$450,000, according to The Honolulu Star Bulletin. The
deal, which includes the franchise, its leases, furniture
and office equipment, nearly clears the company's $5
million in debts. The Thrifty franchise filed chapter 11 in
October, listing about $1.7 million in assets and $5.4
million in liabilities. Proceeds from the sale were split
among the franchisor, landlords, state and federal tax
collectors, and company employees. (ABI 05-Feb-99)


KOO KOO ROO: NASDAQ To Delist Company's Stock
---------------------------------------------
Koo Koo Roo Enterprises, Inc., reported on February 1, 1999
that the NASDAQ Listing and Hearing Review Panel overturned
an August 26, 1998 decision by the NASDAQ Listing
Qualifications Panel, which granted the Company a
waiver to the $5.00 minimum bid initial and continued
listing requirements. This latest decision reverses the
prior waiver with respect to continued listing.
Consequently, NASDAQ will delist the Company's common stock
from their National Market.

The Company remains a reporting company under the SEC's
rules. The Company's common stock is eligible for quotation
on the OTC Bulletin Board to the extent that at least one
of its market makers files for such quotation and is
approved by the National Association of Securities Dealers
("NASD"). The Company believes it meets all the criteria
for market makers to register to make a market in the
Company's stock on the OTC bulletin board and is working
with its numerous market makers to take the necessary steps
to gain listing.

Koo Koo Roo Enterprises, Inc. had sales of $416 million and
EBITDA of approximately $18 million on a pro forma combined
basis for the nine-month period ending September 27, 1998.


LIVENT: Committee Objects To Final Terms of DIP
-----------------------------------------------
Livent Inc.'s Official Committee of Unsecured Creditors has
objected to the final terms of the company's $23.5 million
DIP facility with Angelo Gordon & Co. L.P., claiming the
financing contains "unreasonable and unfair" financial
restrictions that leave Livent to operate "at the mercy and
leave of Angelo Gordon." The Jan. 29 objection warned that
the "combination of such remedies with such hair trigger
default provisions presents these Debtors with a recipe for
disaster." The live theater producer announced on Nov. 30
that Angelo Gordon agreed to provide DIP financing in two
stages: $13 million during the first week of December and
additional $10.5 million by mid-month, subject to court
approval. (The Daily Bankruptcy Review and ABI Copyright c
February 5, 1999)


MAXICARE HEALTH PLANS: Stock Ownership Reported
-----------------------------------------------
Heartland Advisors, Inc. reports beneficial ownership of  
3,549,700 shares of Maxicare Health Plans, Inc. (19.8% of
class).


MCCULLOCH: Intended Sale of European Subsidiaries
-------------------------------------------------
By notice published in The Wall Street Journal on February
5, 1999, McCulloch Corporation and McCulloch North America,
Inc. seek to sell the debtors' ownership interest in
certain European subsidiaries and related intellectual
property rights pursuant to a purchase agreement with
Castelgarden SpA, an Italian Corporation for the  expected
aggregate purchase price of approximately $10.5 million.

McCulloch North America, Inc. is a leading international
developer, manufacturer, marketer and distributor of a wide
range of gasoline -powered and electric portable outdoor
equipment.  A hearing on the proposed sale shall be held on
February 22, 1999 at 1:30 PM before the Honorable James M.
Marlar, U.S. Bankruptcy Court for the District of Arizona,
110 South Church Avenue, Tucson, Arizona.  The proposed
sale is subject to higher and better offers.


MEGO MORTGAGE: Amendment to Registration Statement
--------------------------------------------------
Mego Mortgage Corporation filed pre-effective amendment #2
to its Registration Statement relating to 70,722,171 shares
of common stock, par value $.01 per share.  The prospectus
dated February 23, 1999 describes Mego Mortgage Corporation
and the sale of shares of common stock that:

- are owned by certain of the company's stockholders or
- may be acquired by certain of the company's stockholders,
if they convert their shares of our Series A convertible
preferred stock into shares of company common stock or
- may be acquired by certain of our option holders upon
exercise of their options to purchase common stock.

Closing sale price on January 28, 1999: $0.50

A complete text filing of the prospectus is available via
the Internet at:

http://www.sec.gov/Archives/edgar/data/0000950144-99-
000823.txt


MESA AIR GROUP: Announces Merger With CCAIR, Inc.
-------------------------------------------
Mesa Air Group, Inc. (NASDAQ:MESA) announced on February 1,
1999 that it has entered into a Merger Agreement with
CCAIR, Inc., dated as of January 28, 1999, whereby CCAIR
will become a wholly-owned subsidiary of Mesa Air Group.
CCAIR is a Charlotte, North Carolina based regional airline
operating 31 aircraft as US Airways Express. The
transaction, valued at approximately $53 million, reflects
a $4.35 per share purchase price, a reduction from the
$5.40 share price referred to in the press release issued
August 28, 1998, announcing the letter of intent.

Under the terms of the Merger Agreement, upon consummation
of the merger, each outstanding share of CCAIR common
stock will be converted into the right to receive a
fraction of a share of Mesa common stock, determined by
dividing $4.35 by the average Mesa share price for a
specified ten day trading period prior to the closing. The
conversion is subject to a maximum exchange ratio of .6214
if the Mesa share price falls below $7.00 and a minimum
exchange ratio of .435 if the Mesa share price exceeds
$10.

The consummation of the Merger is subject to the approval
of the CCAIR stockholders and the Mesa shareholders,
certain regulatory approvals and other conditions, as set
forth in the Merger Agreement. The Merger is expected to
be completed by mid May 1999 and is contemplated to be
accounted for as a pooling of interests.


MESA AIR GROUP: Stock Ownership Reported
----------------------------------------
State of Wisconsin Investment Board reports beneficial
ownership of 3,190,000 shares (11.25% of class) of common
stock of Mesa Air Group, Inc.


MJDESIGNS:  No Plan to Close Stores - Considering Bids
------------------------------------------------------
MJDesigns, Coppell, Texas, filed chapter 11 this week with
$83 million in liabilities and $76 million in assets; the
crafts retailer does not plan to close any stores and is
seeking court approval for interim financing to meeting its
upcoming $1.3 million payroll for 3,000 employees at 46
stores, The Fort Worth Star-Telegram reported. Vice
President Todd Dupey said the company has received bids
from investors interested in buying all or part of the
company, and he said they are examining them to see what is
the best opportunity. During the last 60 days, MJDesigns
was forced to operate on a cash-on-delivery basis with
suppliers, and it went through the holiday shopping season
with less inventory than is typical. An industry analyst
who follows rival Michaels Stores, said MJDesigns
overextended itself in 1994 when it expanded on the East
Coast and opened a new distribution center and corporate
headquarters. (ABI 05-Feb-99)


MOBILEMEDIA: Creditors Accept Plan FCC Grants Transfers
-------------------------------------------------------
MobileMedia Corporation announced that its secured and
unsecured creditor classes each voted to accept its Third
Amended Plan of Reorganization.

The Plan reflects the terms of MobileMedia's proposed
merger with Arch Communications Group, Inc. (Nasdaq: APGR),
which would create the nation's second largest paging and
wireless messaging company with more than seven million
units in service in all 50 states.

The results of MobileMedia's creditor vote were presented
yesterday in the U.S. Bankruptcy Court for the District of
Delaware during the first day of the Plan's confirmation
hearing, which will be continued on Tuesday, February 9th.  
MobileMedia said that 100% of its Class 4 secured creditors
who voted, voted in  favor of the Plan. Of its Class 5
unsecured creditors (holders of the Dial Page notes), 83.3%
of those voting, representing 91% of the dollar value of
the  voted notes, voted in favor of the Plan. Of
MobileMedia's Class 6 unsecured creditors, 94% of those
voting, representing 69.5% of the dollar value of the  
claims being voted, voted in favor of the Plan.

MobileMedia also announced that the Federal Communications
Commission said yesterday it has granted the Applications
for Transfer of Control and Petition to Terminate and for
Special Relief filed by MobileMedia and Arch, and that it  
has terminated the license revocation hearing involving
MobileMedia pursuant to the FCC's Second Thursday Doctrine,
conditioned on approval and consummation of MobileMedia's
Plan of Reorganization.

The approval of the Plan by MobileMedia's creditors, and
the FCC's approval of the license transfer applications and
termination of the hearing proceedings, satisfy two of the
conditions necessary for MobileMedia to complete its merger  
with Arch. Confirmation of the Plan by the Court would
allow MobileMedia to  emerge from Chapter 11 and clear the
way for Arch and MobileMedia to consummate  the merger
transaction.

MobileMedia and Arch announced their intention to merge on
August 20, 1998, and MobileMedia filed its Third Amended
Plan of Reorganization on December 2, 1998. On January 26,
1999, Arch received approval from its shareholders to  
acquire MobileMedia.


MONTGOMERY WARD: Signature Group Cash To Hold Off Creditors
-----------------------------------------------------------
The Chicago Daily Herald reported on February 3, 1999 that   
Montgomery Ward & Co. is selling its Schaumburg-based
direct marketing unit Signature Group to stave off Chapter
11 bankruptcy creditors, but the  handwriting may already
be on the wall for one of Chicago's retail institutions.

Signature Group, which also has offices in Itasca, has long
been the lone bright line item in the Ward's financial
portfolio. Yet Ward's announced this week that it is
selling it to its major creditor, GE Capital, for an  
undisclosed amount. Although the sale could carry a billion
dollar price tag, it leaves the flailing Ward's with one
less ongoing profit center.

While this sale will help, one estimate puts Ward's total
debt at $2.5 billion. Ward's, has spent the last 18 months
remaking itself; closing stores, re-modeling and changing
its merchandising focus.

Shuttering 150 under-performing stores, Ward's now has
fewer than 40,000 employees. The company has in excess of
$3 billion in sales, but analysts say sales have dropped an
estimated one-third in the last year alone.

Same-store sales rose about 3 percent last year despite the
bad publicity of the bankruptcy proceedings. Its three
prototype stores increased sales by more than 40 percent in
five months during the holiday buying season. The
chain  plans to re-model more than 20 stores in the coming
year. Focusing more on apparel and jewelry, rather than
slow-selling consumer electronics, Ward's operating profit
is increasing by some estimates.


NEWMONT MINING: Reports Significant Loss In 4th Quarter
-------------------------------------------------------
As reported in the Wall Street Journal on February 5, 1999,
Newmont Mining Corp. reports a loss for the fourth quarter
of $421.4 million, or $2.53 per share.  That compares with
net income of $38.6 million or 25 cents a diluted share in
the same quarter of the previous year, after a charge of $3
million related to the acquisition of Santa Fe Gold Corp.

Revenue slipped 14% to $356.5 million.  The casue of the
loss was a slump in gold prices.


NORTH AMERICAN VACCINE: Annual Meeting of Shareholders
------------------------------------------------------
The 1999 Annual Meeting of Shareholders of North American
Vaccine, Inc., a Canadian corporation will be held at 275  
Armand-Frappier  Boulevard,  Laval,  Quebec,  Canada  on  
Tuesday, February 23, 1999 commencing at 9:00 a.m., local
time.

The purposes of the Annual Meeting will be:
1. To elect the Board of Directors for the ensuing year;
2. To approve the Company's 1999 Non-Employee Director and
Senior Executive Stock Option Plan;
3. To appoint Arthur Andersen LLP as independent public
accountants of the Company; and


PANGBURN: Receives Some Financing After Hearing
-----------------------------------------------
Pangburn Candy Co., Fort Worth, yesterday received
bankruptcy court approval to spend about $155,000 to meet
payroll due today, The Fort Worth Star-Telegram reported.
The judge delayed ruling until Tuesday on the company's
request for $245,000 in financing to pay suppliers.
Pangburn President Jim Phillips yesterday testified that in
July NationsBank Dallas, which had lent the investor group
$6.8 million in 1996 to buy the company, said it would not
extend additional credit and gave Pangburn a Jan. 31
deadline to refinance its loan with another lender.
Phillips said that on Monday NationsBank moved
to freeze the money in its accounts, which forced the
company to file chapter 11. Attorney Robin Phelan of Haynes
and Boone, who represents NationsBank, said the bank gave
Pangburn "plenty of warning" to find another source of
financing and that the offer from Finova Capital Corp. is
$1.6 million short of the amount in principal and
interest owed to NationsBank. NationsBank refused to push
back the Jan. 31 deadline to Feb. 15 to give Pangburn time
to conclude the loan from Finova. The bank and Pangburn
also disagree about the company's value. Phillips said that
an appraisal by PricewaterhouseCoopers values the assets at
$12 million, which is partially based on the
sale of Whitman's chocolates brand to Russell Stover for
$16 million. Phelan argued that the company's
unprofitability has diminished its value. (ABI 05-Feb-99)


PENN TRAFFIC: Announces Agreement in Principle
----------------------------------------------
The Penn Traffic Company (OTC:PNFT) announced today that it
has reached an agreement in principle on the terms of a
financial restructuring with an informal committee of
noteholders,  the members of which hold in excess of 50% of
its senior notes and in excess of  50% of its subordinated
notes. Under the agreement, these noteholders are  
committed to support the restructuring plan.

The restructuring will result in the substantial
deleveraging of the Company by canceling its existing $1.13
billion of senior and subordinated notes and  (i)
distributing $100 million of new senior notes and
19,000,000 shares of new common stock to the holders of the
existing senior notes and (ii) distributing 1,000,000
shares of the new common stock and 6 year warrants
to purchase  1,000,000 shares of new common stock having an
exercise price of $18.30 per  share to the holders of the
existing senior subordinated notes. In addition, the
restructuring contemplates that each 100 shares of Penn
Traffic's common stock outstanding immediately prior to the
restructuring shall be converted into 1 share of new common
stock aggregating approximately 105,000 shares of  new
common stock. The Company expects that it will implement
the restructuring  through a prenegotiated Chapter 11 plan.

Pursuant to the agreement in principle, Penn Traffic will
provide for payment in full of all obligations as they come
due to Penn Traffic's trade creditors that continue to
support Penn Traffic with customary trade credit and terms.

"The Company is very pleased that it was able to reach a
mutually beneficial agreement with its noteholders and
intends to expeditiously implement the restructuring.
Attaining this milestone on such a rapid timetable
demonstrates  the commitment of all involved to achieving a
restructuring promptly and efficiently," said Gary D.
Hirsch, Chairman of The Penn Traffic Company. "As  
expected, the agreement provides for continued prompt
payment in full in  accordance with customary terms for all
of our trade creditors that have  supported the Company."

"To provide further financial support to the Company and
ensure our ability to meet our trade obligations, the
Company has received from the Company's agent bank, Fleet
Bank, a commitment for a $300 million Debtor-in-Possession
credit  facility," continued Mr. Hirsch. "It is expected
that this facility will have initial undrawn availability
in excess of $100 million at the time of the commencement
of the Chapter 11 process.

"The noteholders are satisfied that the restructuring
described in the agreement in principle provides the
Company with the financial flexibility needed to compete
successfully in the foreseeable future," said Jeffrey  
Werbalowsky, of Houlihan, Lokey, Howard & Zukin Capital,
financial advisor to the informal committee.

The Penn Traffic Company operates 232 supermarkets in
Pennsylvania, upstate New York, Ohio and West Virginia
under the "Big Bear," "Big Bear Plus," "Bi-Lo Foods," "P&C
Foods," and "Quality Markets" trade names. Penn Traffic
also operates wholesale food distribution businesses
serving 103 licensed franchises and 82 independent
operators.


PHP: Gets Cash Collateral Agreement To Sell Stock
-------------------------------------------------
PHP Healthcare Corp. entered into a stipulation with its
prepetition lender NationsBank N.A. which allows it to use
about $6.8 million of the lender's cash collateral through
the end of February, provided that it meets certain cash
flow requirements. PHP initially sought approval to obtain
a $12 million debtor-in-possession financing agreement with
NationsBank but decided to negotiate the cash collateral
stipulation after the DIP agreement drew opposition from
the creditors' committee. The Jan. 8 stipulation provides
that as a condition to PHP's use of cash collateral, the
medical management company must not allow its total cash
flow, calculated on a cumulative basis, to fall below
specific points for certain periods. (The Daily Bankruptcy
Review and ABI Copyright c February 5, 1999)


PHYSICIANS RESOURCE GROUP: Bank Agrees To Take No Action
--------------------------------------------------------
On January 28, 1999, Physicians Resource Group, Inc.
(NYSE: PRG) announced that NationsBank has agreed not to
take any action prior to February 28, 1999 with respect to
its loan to the Company due December 31, 1998, subject to
certain conditions.  Additionally, the Company announced
that it had reduced the outstanding principal balance of
the NationsBank loan from $9.5 million to $6.9 million by
applying the proceeds of sale of certain assets to retire
principal.  The Company continues to work with NationsBank
and its bondholders to obtain an acceptable arrangement to
permit the Company to pursue its restructuring.  As a
result of the continued default on the NationsBank loan,
the Company is restricted under applicable subordination
provisions from paying interest due on December 1, 1998 on
its outstanding $125 million 6% Convertible Subordinated
Debentures due 2001.  As the result of such non-payment,
the maturity of the Debentures could be accelerated by the
Debenture Trustee or parties holding 25% or more of the
aggregate principal amount of the Debentures.


PRECISION AUTO CARE: Secures $5 Million Bridge Loan
---------------------------------------------------
On January 26, 1999, Precision Auto Care, Inc. announced
that it has received a $5,000,000  bridge loan from a
member of its Board of  Directors to help  restructure  its
debt,  according to Charles L. Dunlap, President and CEO.
Precision Auto Care also has reached an agreement in
principal with the Company's senior lender on a
modification to its loan agreement, which provides for the
restructuring of its repayment. The Bank has also agreed to
the waiver of financial covenants through the quarter
ending March 31, 1999. The proposed modification with the
Bank calls for the Company to reduce its outstanding
indebtedness with the Bank by $13,500,000 by April, 25,
1999. The Company will use $2,500,000 of the proceeds from
the bridge financing as Bank repayment, and announced that
it currently has approximately $11,000,000 in commitments
from mortgage lenders and another $5,750,000 in signed
purchase agreements for the sale of non-strategic Company
car washes and auto care centers, said Dunlap.
            
Dunlap said, "the restructuring which we began in
November is having a positive impact on our operations, and
we fully expect that future quarters, starting with the
current third fiscal quarter, will show much improved
performance. We are very appreciative of the financial
support from our Board, as well as the willingness of our
Bank to work with us as we continue to restructure and
solidify our business."


PRIMESTAR INC: Asset Purchase Agreement Filed With SEC
------------------------------------------------------
Pursuant to an Asset Purchase Agreement, dated as of
January 22, 1999, among Primestar, Inc., PRIMESTAR
Partners, L.P., a Delaware limited partnership
which is a wholly-owned subsidiary of Primestar, Inc.
("PLP"), PRIMESTAR MDU,Inc., a wholly-owned subsidiary of
Primestar, Inc., certain stockholders of Primestar, Inc.
and Hughes Electronics Corporation, Primestar, Inc. has
agreed to sell to Hughes its medium-power direct broadcast
satellite business and assets for approximately $1.32
billion in cash and stock. Pursuant to the Medium Power
Agreement, the aggregate purchase price for the medium
power DBS assets will be comprised of $1.1 billion in cash
and 4,871 million shares of General Motors Class H common
stock. PRIMESTAR will be responsible for the payment of
certain working capital obligations not assumed by Hughes,
satisfaction of its funded indebtedness and costs currently
estimated at $350 million associated with the termination
of its high-power business strategy and sale of its medium-
power assets to Hughes.

The closing of the sale of the company's medium-power
business and assets is subject to various consents from
PRIMESTAR's lenders, regulatory approvals and other
customary conditions. In addition, consummation of the sale
to Hughes of the medium power business is subject to the
successful restructuring of the Registrant's indebtedness.

If the proposed transaction with Hughes is not consummated
for any reason, PRIMESTAR currently intends to operate the
medium-power business, which may require the restructuring
or refinancing of certain of its liabilities.

In a separate transaction and pursuant to an Asset Purchase
Agreement, dated as of January 22, 1999, among Primestar,
Inc., PLP, the Stockholders, Tempo Satellite, Inc. and
Hughes, Primestar, Inc. has agreed to sell to Hughes its
rights to acquire Tempo's high-power satellite assets in a
transaction valued at $500 million (the "High Power
Agreement").  The closing of the High Power Transaction is
subject to regulatory approvals and other customary
conditions.

A complete text copy of the agreements via the internet is
available at
http://www.sec.gov/Archives/edgar/data/0000927356-99-
000083.txt


RUTHERFORD MORAN: Chevron Reports Stock Ownership
-------------------------------------------------
Chevron Corporation, Chevron Thailand Inc. reports
beneficial ownership of 19,223,201 shares of common stock
(75% of class) of Rutherford-Moran Oil Corporation.

On December 23, 1998, Chevron Corporation, Chevron Thailand
Inc., Chevron Sub and Rutherford-Moran entered into an
Agreement and Plan of Merger whereby Chevron Sub will be
merged with and into Rutherford-Moran. Portions of the
Merger Agreement were subject to approval of the Board of
Directors of Chevron. Such approval was obtained on January
27, 1999. In connection with the Merger, certain
stockholders of Rutherford-Moran entered into an Option and
Voting Agreement dated December 23, 1998 with the Reporting
Person.  Such holders own approximately 75.1% of the
outstanding Common Stock of Rutherford-Moran.


SALANT CORP: Agrees To Stop Joe Boxer Children's Wear
-----------------------------------------------------
Salant Corporation (OTC Bulletin Board: SLNT) and Joe Boxer
jointly announced today that they have agreed to terminate
Salant's license to manufacture and distribute JOE BOXER
children's wear. Salant intends to file papers immediately
to seek Bankruptcy Court approval of the agreement.

Under the agreement, Salant will continue to manufacture
and distribute products under the JOE BOXER license for the
spring 1999 season.  Joe Boxer intends to continue its
children's wear business with a new licensee which will
manufacture and distribute the Fall 1999 product line that
is currently being offered by Salant as well as subsequent
lines in the future.  The new licensee will be announced
within the next two weeks.  Salant has agreed to work with  
Joe Boxer and the new licensee to effect a smooth
transition of the business.

As previously announced, under Salant's pre-negotiated
Chapter 11 restructuring  plan, Salant intends to focus
solely on its Perry Ellis men's apparel business  and, as a
result, exit its other businesses.


USN COMMUNICATIONS: Stock Ownership Reported
--------------------------------------------
Merrilly Lynch & Co., Inc. reports beneficial ownership of
4,829,747 shares (ownership disclaimed pursuant to Section
13d-4 of the 1934 Act) of common stock (17.01% of class) of
USN Communications, Inc.


XATA CORP: Ownership of Stock Reported
--------------------------------------
William P. Flies and Linda Berg Flies, husband and wife
report beneficial ownership of 1,119,152 shares (25.2% of
class) of common stock of XATA Corporation.


ZENITH ELECTRONICS: Amendment To SCHEDULE 13E-3
-----------------------------------------------
Zenith Electronics Corporation and LG Electronics Inc.
filed a Transaction Statement with the SEC relating to a
Disclosure Statement and Proxy Statement-Prospectus for the
solicitation of votes for the Prepackaged Plan of
Reorganization of Zenith Electronics Corporation. The
purpose of the Prepackaged Plan is to reduce Zenith's debt
service obligations, facilitate future borrowing to fund
liquidity needs and permit Zenith to implement a
restructuring of its operations. The Prepackaged Plan will
reduce Zenith's overall debt and other obligations by
approximately $300 million by exchanging (i) $200 million
of debt and other liabilities owed to LG Electronics Inc.
(the "Affiliate") for all of the newly issued common stock,
par value $.01 per share, of the reorganized Zenith, (ii)
the 6 1/4% Convertible Subordinated Debentures due 2011 in
an aggregate principal amount of $103.5 million plus
accrued interest thereon for the 6 1/4% Senior Subordinated
Debentures due 2010 of the reorganized Zenith in an
aggregate principal amount of $40 million and (iii)
approximately $32.4 million of indebtedness to the
Affiliate for certain property, plant and equipment owned
by Zenith's subsidiaries located in Reynosa, Tamaulipas,
Mexico, which have an appraised value equal to such amount.

In addition, as a consequence of the Prepackaged Plan, the
common stock, par value $1.00 par value, of the company,
together with all outstanding options, warrants or rights
to acquire shares of common stock, will be canceled and the
holders of the Old Common Stock will receive no
distributions and retain no property under the Prepackaged
Plan in respect of their holdings of the Old Common Stock.

A complete text filing is available via the Internet at
http://www.sec.gov/Archives/edgar/data/0000950131-99-
000458.txt
                   *********

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