TCR_Public/990326.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
     
     Friday, March 26, 1999, Vol. 3, No. 59

                   Headlines

ANESTHESIA SOLUTIONS: Notice of Bar Date
AUTOLEND GROUP: Order Confirming Plan Effective March 5
CROWLEY'S: Receives $15 Million in Store Bids
CROWN BOOKS: Seeks Support For Creditor Ownership Plan
EDISON BROTHERS: Key Employee and Severance Arrangements

FIDELITY NATIONAL: Seized By Regulators; Declared Insolvent
FORCENERGY: Decline Caused By Low Oil Prices
FPA MEDICAL: Committee Taps Local Counsel
HOMEPLACE STORES: Seek To Employ Special Counsel
JUMBOSPORTS: Committees Tap Consultant - Hot Sport

LECHTERS: Plans Restructuring and Store Closings
MAIDENFORM: Due Diligence Fees For Exit Financing
MCA FINANCIAL: U.S. Trustee Seeks To Dismiss Case
MOBILEMEDIA: Settlement Stipulation Approved by Court
NETS INC: Final Decree

OKURA & CO: Bar Date Set
ONCOR INC: Taps Accounting Consultant and Patent Agent
PONDEROSA FIBRES: Objection of Parsons Main To Plan
SALANT: Plan May Lead To Chapter 44
SERVICE MERCHANDISE: New Ceo and President Named

SUN TV: Seeks Extension of Time To File Liquidation Plan
TELEGROUP INC: Committee Seeks Court Approval of Counsel
TIE/COMMUNICATIONS: Committee To Employ Special Counsel
WESTBRIDGE CAPITAL: Emerges From Chapter 11
Z. FREDERICK: Seeks Extension of Exclusive Periods

BOND PRICING FOR WEEK OF March 22, 1999

                   *********

ANESTHESIA SOLUTIONS: Notice of Bar Date
----------------------------------------
The U.S. Bankruptcy Court for the Middle District of
Pennsylvania entered an order in the Anesthesia Solutions,
Inc. chapter 11 case establishing May 15, 1999 as the bar
date.


AUTOLEND GROUP: Order Confirming Plan Effective March 5
-------------------------------------------------------
On March 5, 1999, the order confirming the Plan of
Reorganization of Autolend Group, inc. entered by the
Bankruptcy Court became effective.

The material features of the Plan provide for the
cancellation of all of the Company's $7.2 million principal
of convertible subordinated debentures and $2.3 million
accrued interest thereon, and all of the Company's equity
securities as of the Effective Date.  The class of
unsecured creditors will receive 100 percent of their
allowed claims.

The holders of the Debentures will receive approximately
1.4 million shares of the Company=s Common Stock, $2.8
million in cash, and non-interest bearing, uncollateralized
notes aggregating $0.6 million payable in five annual
payments.

The holders of the Company's canceled Common and Preferred
Stock have the right to purchase new shares of Common Stock
for 30 days following the effectiveness of the Company's
registration statement to be filed with the Securities and
Exchange Commission.  The price per share of the Company's
new Common Stock is $1.00. If the holders of all shares of
old Common Stock purchase new Common Stock, 6.1 million
shares of new Common Stock will be issued (resulting in
$6.1 million of additional equity capital).  If the
holders of all the shares of Preferred Stock purchase new
Common Stock, 5.8 million new shares of Common Stock will
be issued (resulting in $5.8 million in additional equity
capital).

The holders of the Company's Class A and B Warrants and
options have a 12-month period beginning on the effective
date of the Company's registration statement to purchase
the same number of shares of the Company's Common Stock as
originally provided for under the Warrants or options at
$4.00 per share.  If all the Warrants and options were
exercised, 6.3 million shares of new Common Stock will be
issued (resulting in $25.3 million in additional equity
capital).
     
On February 16, 1999, the Company was notified by its
counsel that it is subject to an investigation by the
Securities and Exchange Commission in connection with
certain activities which took place between September 1996
and September 1997.


CROWLEY'S: Receives $15 Million in Store Bids
---------------------------------------------
The Detroit News reports on March 24, 1999 that Crowley,
Milner & Co. received more than $15 million in bids for  
its store leases and its Detroit headquarters, attorneys
told a bankruptcy judge Tuesday.

Dayton Hudson Corp., the Gap Stores Inc., Bon-Ton Stores
and Value City Department Stores are among retailers trying
to buy the leases on the Crowley properties and those of
its East Coast subsidiary, Steinbach Stores.

Six of the locations, including the Farmington Hills store
and five Steinbach stores, received no bids. The auction of
the Tel-12 Mall store lease in Southfield remains open.

"We're very pleased with the results," said Cathy
Hershcopf, a New York attorney representing the unsecured
creditors in Crowley's bankruptcy, who described the
bidding and negotiation as "spirited."

U.S. Bankruptcy Judge Walter Shapero is expected to approve
the bids at a hearing Monday.

"Judge Shapero is very fair and there is no reason why he
won't approve these," Hershcopf said.

Crown Enterprises, a Warren real estate holding company,
will spend $3.5 million to buy the 225,000-square-foot
headquarters and distribution center in Detroit.

Originally four potential bidders expressed an interest in
the headquarters, but only two of the bidders showed up at
the auction, with Crown offering the bid closest to the
remaining debt on the property.

Dayton Hudson committed $5 million to the Lakeside Mall
Crowley's in Sterling Heights, even though it already has a
Hudson's at that mall.  Like several Steinbach stores, the
New Center location was bid on by its landlord.

Other bids received included:

$875,000 By Value City for the Crowley's stores in
Dearborn, Roseville, Livonia and Warren.

$3.35 million by the Gap Stores for the Flint Crowley's and
the Steinbach locations in Fairfield, Conn., and Newburgh,
N.Y. The Flint store alone raised $35,000.

$2.19 million by Bon-Ton for the Steinbach locations in
Brick and Red Bank, N.J., and Hamden, Conn.


CROWN BOOKS: Seeks Support For Creditor Ownership Plan
------------------------------------------------------
Crown Books Corp., Landover, Md., is seeking support for
its reorganization plan by giving ownership of the discount
bookstore chain to its creditors, which include some of the
largest book publishers in the country, The Washington Post
reported. Earlier this month, the creditors' committee
rejected the proposal, but this week President Anna
Currence said she believes she can change some of the
creditors' minds about the plan. Under the plan, Crown
would eliminate its stock, most of which is owned by
Richfood Holdings Inc. and is considered of no value. Crown
then would issue new shares to creditors, including Penguin
Putnam Inc., Random House Inc. and St. Martin's Press.
Currence said the retailer's performance last year proved
Crown could succeed in its niche as a book discounter, but
the creditors' committee is not convinced. According to
some industry experts, similar plans have been used by
airlines and retail discounters, but tense relationships
between book retailers and suppliers might make Currence's
plan less viable. Some independent booksellers are
reportedly concerned that publishers might favor Crown if
they own part of it. Crown Books trimmed its losses to $6.2
million in the third quarter ended Oct. 31, down from a
$25.6 million loss in the same period a year earlier.
Fourth quarter figures have not been released, but Currence
said performance was good during the holiday season. (ABI
25-Mar-99)


EDISON BROTHERS: Key Employee and Severance Arrangements
--------------------------------------------------------
The debtors, Edison Brothers, Inc., et al., seek a court
order authorizing them to implement key employee retention
and severance arrangements and an employment agreement with
the CEO, Lawrence B. Honig.  The maximum aggregate
retention payments that could be awarded under the
Retention Program would be $1,176,000 and the maximum
aggregate severance payments that could be made would
$6,262,000.  Honig will be paid an additional sum of 50% of
his base salary for the period of employment from March 15,
1999 through July 15, 1999 and he will then serve as a
consultant for two months with monthly compensation equal
to 75% of his monthly base salary.  The debtor argues that
the key employees are necessary to the operation of the
company, and that the employment agreement will likewise
benefit the debtor's estate.


FIDELITY NATIONAL: Seized By Regulators; Declared Insolvent
-----------------------------------------------------------
Regulators seized Miami-based auto insurer Fidelity
National Insurance after they found it was short more than
$2 million and salvage attempts failed, according to The
Miami Herald. Fidelity National filed its year-end
financial statements with the Department of Insurance this
month showing a $480,000 surplus. Regulators who examined
the books, however, found that the company's liabilities
exceed assets by $2.3 million. The regulators subsequently
placed Fidelity National in liquidation, and customers must
find new coverage by April 14. Regulators initially
worked with the company on a rescue plan to avoid
liquidation and even postponed deadlines while company
officials worked on a deal. Efforts ultimately failed
though. An attorney for Fidelity National said the company
never recovered from losses stemming from Hurricane
Andrew. (ABI 25-Mar-99)


FORCENERGY: Decline Caused By Low Oil Prices
--------------------------------------------
The Anchorage Daily News reports on March 23, 1999 that  
low oil prices have claimed another casualty as Miami-based
Forcenergy Inc. filed for bankruptcy protection.

Faced with heavy debt from years of aggressive expansion
into Cook Inlet and Gulf of Mexico oil fields, company
officials sought protection from its creditors in federal
Bankruptcy Court in New Orleans.

"The company's capital structure and balance sheet just
don't work right now," said Russ Porter, Forcenergy
spokesman. "There is no doubt that we ended up with too
much debt. We just didn't predict oil prices doing what
they did."

Forcenergy has between $50 million and $60 million in
unpaid bills and $730 million in debt. That heavy  
debt coupled with low prices for its oil put the pinch on
the small, aggressive oil company.

Trading of Forcenergy stock halted Monday on the New York
Stock Exchange. When Forcenergy burst onto the stock
exchange in late 1995, the company quickly became a
favorite, if highly speculative, stock. Forcenergy came
with a strong record of buying up and producing small
leases, often in areas others overlooked.

In 1996, Forcenergy swept into Alaska picking up sheafs of
leases from companies like Marathon, Danco Exploration,
Trading Bay Energy Corp. and Stewart Petroleum. Officials
announced plans to put the first new platform into
Cook Inlet in 10 years on the Redoubt Shoal prospect.
Buoyed by Forcenergy's history and solid oil prices, its
stock price climbed to almost $40 per share in late 1997.
By fall 1998, Forcenergy held 225,000 lease acres in Cook
Inlet alone.

In late 1997 as Forcenergy's stock peaked, oil prices
started to slide. From around $16.50 a barrel in December
of that year, prices slid into the $9 range a year later.
Stock prices tumbled with oil prices. Company officials
began scrambling for cash.

In April 1998, Forcenergy officials sought to go public
with a preferred  stock offering, but bond holders nixed
the plan, Porter said. In December, a $150 million private
investment deal caved in. This winter, Forcenergy then
put  some Gulf of Mexico leases on the block. There was
plenty of interest in the leases, but poor prices.

Forcenergy stock bottomed out at about 75 cents a share in
January. On word from OPEC of a deal to cut production,
prices began to strengthen this month. Forcenergy stock
rose to $2.125 Friday.

The company's main creditor is ING Baring, a Danish
bank,  Porter said. Forcenergy owes banks $315 million and
bondholders $375 million, he said. Among the creditors is
Anchorage-based construction company Veco Corp., which
recently built a $4.3 million living quarters for
Forcenergy's Redoubt Shoal field. Veco is still owed $1.3
million on the project, said Roger Chan, Veco's chief
financial officer.

Liquidation is an option, but not a likely course for
Forcenergy, said Gonze of Standard & Poors. Most of the
company's assets are oil reserves. At today's prices,
cashing in those fields would not bring in enough money to
cover the debt, he said. The company will likely need to
set up an interim credit line to begin doling out payments,
said Jeff Robertson, an oil and gas analyst with Salomon
Smith Barney.


FPA MEDICAL: Committee Taps Local Counsel
-----------------------------------------
The Official Committee of Unsecured Creditors of the
debtors, FPA Medical Management Inc., et al. seeks to
retain the law firm of Williams, Hershman & Wisler, PA as
local counsel to the Committee.

The Committee must file a complaint or otherwise contest
the Prepetition Lenders' alleged liens and security
interests against the debtors' assets no later than March
31, 1999.  Therefore, it is imperative that the Committee
retain local counsel to assist it with filing a prosecution
of the Defective Lien Complaint.

Since the fees of the firm are not covered by the carve-out
in the final DIP order, the Committee seeks authority to
pay the firm two times its normal hourly rates in the event
the firm recovers any monies on behalf of the debtors'
estates, by settlement or otherwise, as a result of the
Defective Lien Complain.  The firm has advised the
Committee that it is not willing to handle the matter for
its customary fees.


HOMEPLACE STORES: Seek To Employ Special Counsel
------------------------------------------------
HomePlace Stores, Inc. and its corporate affiliates seek
authorization to employ and retain Nutter, McClennen & Fish
LLP as special counsel.  

The firm will represent, as Massachusetts counsel, the
HomePlace Group in its defense of the Pyramid Lawsuit,
including assistance in the preparation for a trial of the
lawsuit and drafting and filing a pretrial statement,
attending a final pretrial conference, and assistance with
trial and post-trial activities.  The Pyramid Lawsuit was
filed by Pyramid Co. of Holyoke and alleges that a certain
Letter of Intent created a binding lease with respect to a
site in The Holyoke Mall. Out of caution, The HomePlace
Group rejected the lease, and subsequently Pyramid was
granted limited relief from the automatic stay to proceed
with the lawsuit.

The firm's hourly rates range from $130 for associates to a
maximum $400 per hour for partners.


JUMBOSPORTS: Committees Tap Consultant - Hot Sport
--------------------------------------------------
The Official Unsecured Creditors Committee of JumboSports
Inc. and the Official Bondholders Committee of the debtors
seek to retain Hot Sport LLC as a consultant to the
committees.

The Committee seek to retain Hot Sport for a limited 30-day
engagement for a fixed fee of $45,000 plus expenses.  Hot
Sport will review the debtors' business operations and
operating assets and suggest alternative strategies to be
pursued which would be beneficial to the estates.


LECHTERS: Plans Restructuring and Store Closings
------------------------------------------------
Lechters Inc., Harrison, N.J., reported that it will close
as many as 70 stores as part its restructuring plan, in
response to a 14 percent drop in its fourth-quarter net
income, The Wall Street Journal reported. The kitchen- and
houseware-items retailer said sales fell 6.3 percent to
$154.9 million. It will close 60 to 70 of its 578 stores
during fiscal 1999 to continue narrowing its Famous Brands
housewares division. Lechters plans to expand its Cost Less
Home Store division to seven stores from two, and its
Kitchen Place stores to six from two. (ABI 25-Mar-99)


MAIDENFORM: Due Diligence Fees For Exit Financing
-------------------------------------------------
The debtors, Maidenform Worldwide, Inc., et al. seek
authorization to pay due diligence fees, up to $100,000 in
connection with two exit financing proposals.

The debtors are seeking to refinance their DIP financing,
fund the Plan and the related recapitalization, and fund
the working capital needs upon and after the debtors exit
from Chapter 11, including capital expenditures.  It is
currently anticipated that the exit financing facility will
be a three-year, secured revolving credit facility for up
to $50 million with a letter of credit sub-facility of $10
million, with the availability of funds to be subject to
certain borrowing base formulae and advance rates.

After an analysis of eight potential lenders, the debtor
has selected GE Capital and BankBoston, the two
institutions making the most favorable bids for the
financing.  Both banks require the debtor to make good
faith deposits.  And both banks offer similar and
competitive terms.  The debtors are requesting approval to
pay the due diligence fees for both proposed lenders in the
process of determining the most appropriate exit financing
for the debtors.


MCA FINANCIAL: U.S. Trustee Seeks To Dismiss Case
-------------------------------------------------
The U.S. Trustee in Detroit, Donald Robiner, seeks to
dismiss the chapter 11 bankruptcy of MCA Financial Corp.
and its eleven debtor affiliates. The U.S Trustee argues
that the cases should be dismissed due to lack of
jurisdiction, the absence of appropriate corporate
resolutions, and for cause. The conservator in MCA's case,
B.N. Bahadur of Southfield, Mich.-based BBK Ltd., filed the
petitions on behalf of MCA and its affiliates. The U.S.
Trustee finds fault with that. "These cases were filed by
an instrumentality of the State of Michigan, and therefore
are not properly before the Court," the Trustee asserts.
(The Daily Bankruptcy Review and ABI Copyright c March 25,
1999)


MOBILEMEDIA: Settlement Stipulation Approved by Court
-----------------------------------------------------                                    
MobileMedia Corporation announced that the United States
Bankruptcy Court for the District of Delaware has approved
the stipulation filed March 12, 1999 which resolves pending
objections to MobileMedia's Third Amended Joint Plan of
Reorganization.

Under the Stipulation, the Plan will either be confirmed or
denied by the Bankruptcy Court at a hearing on April 12,
1999. The Plan provides for the merger of MobileMedia into
Arch Communications Group, Inc.

Under the Stipulation, the confirmation hearing, which had
been continued to March 26, 1999, has been rescheduled for
April 12, 1999 as a result of the Objectors having notified
MobileMedia that the Objectors are "reasonably confident"
that an alternative proposal for reorganization of the
Debtors  will be delivered on or before April 1, 1999. If
the Objectors Proposal is delivered by April 1, 1999 (and
not withdrawn), the Bankruptcy Court will determine at the
April 12 hearing whether the Objectors Proposal meets the
requirements set forth in the Stipulation, including that  
the Objectors Proposal (A) be capable of confirmation and
consummation within a  reasonable period of time, (B)
provide (x) for payment in full in cash of (i)  all
administrative claims, including the breakup fee in
the amount of $25  million that may be payable to Arch
under the merger agreement with Arch, and  (ii) the Allowed
Claims of Classes 4 and 5 (except for default interest)
under  the Plan (approximately $485 million), and (y)
for a distribution to Class 6  (general unsecured
creditors) that is materially greater in value than the  
distribution to Class 6 under the Plan, (C) have financing
committed or  reasonably capable of being obtained and (D)
after taking into account all  relevant business factors
(including, without limitation, any conditions and  
contingencies), be superior to the Plan. Depending on that
determination, and a  determination of whether the Plan
meets the requirements of the Bankruptcy  Code, the Plan
will either be confirmed or denied.

MobileMedia also announced that its Class 6 (general
unsecured) creditors voted to accept the Plan in the Court-
ordered resolicitation of this class.  MobileMedia said
that 69.3% in dollar amount and 59.6% in number of those  
voting voted to accept the Plan, and that based on these
results and the requirements of the Bankruptcy Code, Class
6 has accepted the Plan. The two other voting classes
(Classes 4 and 5) accepted the Plan in the initial  
solicitation and were not resolicited. In addition,
MobileMedia received no additional objections to
confirmation of its Plan. Both the Supplemental Voting
Deadline and the Supplemental Objection Deadline were March
23, 1999.

MobileMedia filed a voluntary petition under chapter 11 of
the U.S. Bankruptcy  Code on January 30, 1997. MobileMedia
and Arch executed their merger agreement  on August 19,
1998 and have since executed certain amendments
thereto. On  December 2, 1998, MobileMedia also filed the
Plan, which provides for the  merger. The Federal
Communications Commission approved the transfer of wireless  
messaging licenses from MobileMedia to Arch by order dated
February 2, 1999 and  released on February 5, 1999.


NETS INC: Final Decree
----------------------
Upon the motion of the Official Committee of Unsecured
Creditors of Nets Inc. for entry of a Final Decree, the
U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division entered an order on March 15, 1999 closing
the debtor's estate.


OKURA & CO: Bar Date Set
------------------------
The U.S. Bankruptcy Court for the Southern District of New
York entered an order directing that all claim against the
debtor, Okura & Co. (America), Inc. be filed on or before
May 15, 1999.


ONCOR INC: Taps Accounting Consultant and Patent Agent
------------------------------------------------------
Oncor Inc. and Codon Pharmaceuticals, Inc., debtors, seek
authorization to employ and retain William W. MacDonald as
accounting consultant and John E. Tarcza as patent agent.

The debtors have requested that MacDonald assist in the
preparation of the SEC filings, and that Tarcza be retained
to continue patent prosecution and new application filings
and to monitor and review patent coverage in licensed
technology where the debtors have input into the licensor's
handling of their patent portfolio, on order to ensure that
the patent coverage is sufficient for the current and
future purposes of the debtors.  The hourly rate for
MacDonald will be $65 and for Tarcza the hourly rate will
be $50.


PONDEROSA FIBRES: Objection of Parsons Main To Plan
---------------------------------------------------
According to Parsons Main, Inc., creditor of the debtor,
Ponderosa Fibres of Washington, LP, Parsons is the only
unsecured or secured claimant not to receive 100% payment
of its claim.  While listed as unimpaired, how it will be
paid remains a mystery to Parsons.

Parsons has filed a proof of claim seeking approximately
$16.5 million.  It has asserted that approximately $5.5
million of that sum is secured.  Parsons states that the
debtor's own expert testified that the debtor's assets are
worth substantially less than the secured debt.  Given the
uncertainty of the debtor's ability to satisfy any judgment
Parsons ultimately obtains, the New Plan should, at a
minimum, provide security for payment of Parsons' claim if
allowed.  

Parsons states that it retains the right to pursue certain
insider payments that were improperly made, and are subject
to Parsons' claims.  Parsons also asserts that the plan's
provisions related to the payment of the Committee's fees
and expenses violate the Bankruptcy Code, and that the plan
was not proposed in good faith.  Parsons states that the
plan is an effort to leverage litigation claims and conceal
equity participation, rather than a good-faith effort to
reorganize.

Parsons states that there is no showing that the debtor can
actually service its plan debt.  If as Parsons believes, it
is impaired, then it is entitled to vote to reject.  If it
were to reject, it would result in a cramdown, and the plan
would violate the absolute priority rule due to its unequal
treatment to creditors of the same class of claims.  
Parsons also states that the plan does not afford treatment
of its secured claim in accordance with the Bankruptcy
Code.

Parsons claims that confirmation of the plan risks a
serious security law violation, permitting the sale in the
secondary market of the so-called Trance C Equity and
Litigation Certificates.  These securities are backed only
by the claims against Parsons, which according to Parsons
continue to be described in a grossly misleading fashion in
the debtor's Disclosure Statement.

St. John's Place Consultants Inc., a secured creditor
holding a perfected security interest in rights to receive
distributions and other value from the debtor also objects
to confirmation of the plan.  St. John's is the attorney in
fact for the Limited Partner irrevocably appointed with
power to file claims on behalf of the Limited Partner to
preserve the value of the Limited Partner's interest in the
debtor.  The Limited Partner is, by virtue of its interest,
a member of Class 5 and receiving no distributions under
the plan.

Ponderosa Fibres of Washington Holdings LLC, ("Holdings")
which holds 95% of the equity of the debtor, is its sole
limited partner and is a member of Class 5, objects to
confirmation of the plan. Holdings asserts, "Although the
Limited Partner made by far and away the largest equity
contribution to this project, and although the new plan
proposes no new equity contributions, insiders of the
debtor have engineered a deal which funnels substantial
consideration to themselves while freezing out the limited
partners."  Holdings states that the debtor has no power to
effect the partnership changes provided in the plan, and
the court has no power to approve them.  Because the plan
contemplates acts in violation of the partnership
agreement, confirmation must be denied.

Ponderosa Fibres of Washington Holdings, LLC and St. John's
Place Consultants, Inc. join Parsons Main, Inc. in seeking
appointment of a chapter 11 Trustee in the case.


SALANT: Plan May Lead To Chapter 44
-----------------------------------
Salant Corp. creditor Supreme International Corp. (SUPI)
has filed an objection to confirmation of the company's
reorganization plan, contending that either option under
the proposed restructuring is patently unconfirmable.
Supreme International noted in its March 17 filing that it
expects to close the acquisition of Perry Ellis
International Inc., the licensor under certain
executory licensing contracts that represent a key asset in
Salant's restructuring, by April 5. "The Debtor's Plan
hinges entirely on the mistaken expectation that the Debtor
can freely assume a series of favorable trademark license
agreements between the Debtor and [Perry Ellis
International Inc.]," the opposition charges. "In fact, the
Plan is unconfirmable because it breaches the [Perry Ellis]
Licenses and would result in the post-bankruptcy breach and
likely termination of the [Perry Ellis] Licenses, the
Debtor's most important asset, which would quickly
force the Debtor's fourth bankruptcy in 14 years."
(The Daily Bankruptcy Review and ABI Copyright c March 25,
1999)


SERVICE MERCHANDISE: New Ceo and President Named
------------------------------------------------
Service Merchandise Company, Inc. (NYSE: SME) today
announced that, as a key step in its reorganization
process, it has appointed a permanent Chief Executive
Officer and a permanent President and Chief Operating
Officer of the Company.

Effective immediately, Sam Cusano, 45, Executive Vice
President and Chief Financial Officer of Service
Merchandise and a member of the Company's Board of
Directors, was named Chief Executive Officer by the Board.
Charles Septer, 47, Senior Vice President, Jewelry
Merchandising, has been named President and Chief Operating
Officer of the Company, and elected to its Board of
Directors. C. Steven Moore, Senior Vice President and
General Counsel, 36, assumes the additional role of Chief
Administrative Officer.

Jay Alix & Associates, retained by Service Merchandise in
January 1999, is expected to continue as financial adviser
to the Company.

As previously announced, on March 15, 1999 a group of five
vendors filed an involuntary Chapter 11 petition seeking
court supervision of Service Merchandise's restructuring
efforts. The Company's Board has authorized it to commence
voluntary Chapter 11 proceedings as soon as is practicable
in order to maximize the value of the business for all of
the Company's stakeholders.

Service Merchandise is a specialty retailer focusing on
fine jewelry, gifts and home decor products.


SUN TV: Seeks Extension of Time To File Liquidation Plan
--------------------------------------------------------
Sun Tv and Appliances, Inc. and Sun Television and
Appliances, Inc. seek an order granting extension of the
periods to file a plan of liquidation and solicit
acceptances thereto.

The debtors request an extension of the filing period
through and including April 30, 1999 and an extension of
the solicitation period through and including June 14,
1999.

The debtor states that the current exclusive periods do not
afford Sun TV adequate time to complete the drafting,
circulation, negotiation and finalization of a plan of
liquidation that will provide for the distribution of the
cash proceeds received from the sale of its remaining
assets.  The Creditors' Committee supports this motion.

The debtors state that maintaining exclusivity is the most
cost-effective and expeditious way to conclude these cases.


TELEGROUP INC: Committee Seeks Court Approval of Counsel
--------------------------------------------------------
The Official Unsecured Creditors' Committee of Telegroup,
Inc. has selected the law firm of Wachtell, Lipton, Rosen &
Katz  to represent it as general cousnel in this case, and
the firm of Lowenstein Sandler PC as its local counsel in
this case.  Together, the firms will advise the Committee
and represent it with respect to proposals and pleadings
submitted by the debtor; and represent the Committee with
respect to any plan of reorganization or disposition of
assets, any hearings or any examination of the affairs of
the debtor or the debtor's operations.

The following creditors were selected on March 1, 1999 to
serve as members of the Unsecured Creditors' Committee:

Elliott & Page
Janus
Continental Casualty Co.
Merrill Lynch Asset Management
MCI Worldcom, Inc. (resigned)
Cable & Wireless USA, Inc. (resigned)
Sprint Communications Co
Northern Telecom (resigned)
State Street Bank & Trust Co as indenture trustee for the
10 1/2% Senior discount Notes due 2004


TIE/COMMUNICATIONS: Committee To Employ Special Counsel
-----------------------------------------------------------
The Official Committee of Creditors Holding Unsecured
Claims has filed with the office of the United states
Trustee an application to employ the firm of Paul,
Hastings, Janofsky & Walker LLP as special litigation
counsel.

The Committee seeks to hire the firm to object to claims
filed by persons or entities that are "affiliates" or
"insiders" within the meaning of the Bankruptcy Code and
prosecuting the estate's rights against insiders, including
avoidance actions.


WESTBRIDGE CAPITAL: Emerges From Chapter 11
-------------------------------------------
Westbridge Capital Corp. announced that the Company has
successfully emerged from the Chapter 11 reorganization
proceedings begun in September 1998.  All conditions to
consummation of the Company's First Amended Plan of  
Reorganization, which was confirmed by the Bankruptcy Court
on  December 17, 1998, have been satisfied.  The effective
date of the Plan is March 24, 1999, and required closing
activities are now complete.

Stock in the new Company is expected to continue to trade
on the OTC Bulletin Board until such time as the Company
can secure a listing on a formal exchange.  The Company is
seeking alternative trading forums for the new Common Stock
that will be distributed to holders of certain claims
against and equity interests in the Company.

Pursuant to the Plan, creditors and shareholders as of
December 10, 1998 are entitled to receive the following
distributions in exchange for their claims and equity
interests:

--  New Convertible Preferred Stock to certain holders of
its 11% Senior Subordinated Notes.

--  Cash in an amount equal to the Allowed 11% Note Claims
held by other holders of 11% Senior Subordinated Notes.  
Holders of Allowed 11% Note Claims will receive letters of
transmittal beginning in April, which they should complete
and return along with their old 11% Notes.  Their
cash will then be distributed.  Beneficial noteholders who
own their securities in street name through brokers or
other nominees should receive information about the
exchange of their securities from their brokers or banks.

--  The distribution of New Common Stock and Warrants to
(a) the Company's general unsecured creditors, (b) holders
of the Company's 7-1/2% Convertible Subordinated Notes, (c)
holders of the Company's old Series A Convertible
Redeemable Exchangeable Preferred Stock, and (d)holders of
the Company's old Common Stock.  Such Parties will receive
letters of transmittal beginning in April, which they
should complete and return in accordance with the exchange
instructions.  Their New Common Stock and Warrants will
then be issued.  Beneficial security holders who own their
securities in street name through brokers or other nominees
should receive information about the exchange of their
securities from their brokers or banks.  The initial
distribution of New Common Stock and Warrants is
anticipated to begin in April and continue in a series of
partial distributions over time.

In connection with the emergence from Chapter 11, the
Company has announced a change in its corporate name from
Westbridge Capital Corp. to Ascent Assurance, Inc.  

Ascent Assurance, Inc., through its insurance subsidiaries,
underwrites and markets individual medical expense and
supplemental health insurance products primarily through a
controlled general agency.


Z. FREDERICK: Seeks Extension of Exclusive Periods
--------------------------------------------------
The debtors, Z. Frederick Enterprises Ltd. and Kenar
Enterprises, Ltd. seek an order increasing the debtors'
exclusive periods.

The debtors seek an approximate three month additional
increase of the 120-Day Exclusive period for both
proceedings to, and including, July 16, 1999 and an
increase of the 180-Day Exclusive period to and including
September 17, 1999.


>From the filing date, the debtors' energies have been
focused on liquidating their inventory and selling and'o0r
rejecting their leases.  The debtors, through their court
appointed trademark consultants, Consor, are now focusing
their energies on trying to maximize the sale value of
their trademarks.  Until the marks are sold, the debtors
will not know whether there will be nay cash available for
distribution to unsecured creditors.  Therefore, it is no t
clear yet whether these proceedings will be dismissed or
whether a liquidating plan will be feasible.


BOND PRICING FOR WEEK OF March 22, 1999
---------------------------------------
DLS Capital Partners, Inc.
Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07                10 - 12 (f)
Amer Pad & Paper 13 '05              61 - 63
Amresco 9 7/8 '05                    72 - 74
Asia Pulp & Paper 11 3/4 '05         68 - 69
Boston Chicken 7 3/4 '05              4 - 5 (f)
Brunos 10 1/2 '05                    21 - 23 (f)
Chesapeake 9 5/8 '95                 80 - 82
Cityscape 12 3/4 '04                 12 - 14 (f)
E & S Holdings 10 3/8 '06            32 - 35
Globalstar 11 1/4 '04                68 - 69
Geneva Steel 11 1/2 '01              21 - 23 (f)
Hechinger 9.45 '12                   20 - 25
Iridium 14 '04                       59 - 61
Loewen 7.20 '03                      51 - 54
Mobilemedia 9 3/8 '07                10 - 13 (f)
Penn Traffic 8 5/8 '03               47 - 49 (f)
Planet Hollywood 12 '05              18 - 22
Samsonite 10 3/4 '08                 55 - 57
Service Merchandise 9 '04            25 - 26
Sunbeam 0 '18                        10 - 11
Trism 10 3/4 '00                     48 - 52
Trump Castle 11 3/4 '05              75 - 77
Wiser 9 1/2 '07                      67 - 69
Zenith 6 1/4 '11                     28 - 30 (f)



                   *********

The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to
conferences@bankrupt.com are encouraged.  
Bond pricing, appearing in each Friday edition of the TCR,
is provided by DLS Capital Partners, Dallas, Texas.


S U B S C R I P T I O N   I N F O R M A T I O N     
Troubled Company Reporter is a daily newsletter, co-
published by Bankruptcy Creditors' Service, Inc.,
Princeton, NJ, and Beard Group, Inc., Washington, DC.  
Debra Brennan and Lexy Mueller, Editors. Copyright 1999.  
All rights reserved.  ISSN 1520-9474.  

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