TCR_Public/990329.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, March 29, 1999, Vol. 3, No. 60

                   Headlines

ALL AMERICAN FOOD GROUP: Requests 20% Stock Increase
AUTOLEND GROUP: Order Confirms Plan
BANK UNITED: U.S. Liable for Claims re: Breach of Promise
BLOWOUT ENTERTAINMENT: Asset Purchase Agreement
BONNEVILLE PACIFIC: Reports Results

CALDOR: AMES Announces Court Approval of Caldor Purchase
CASCADE: Judge Orders Firm to Pay More Than $4 Million
CELLPRO INC: Proposed Disclosure Statement
CRIIMI MAE: CiticorpSecurities Agrees To Delay Litigation
CRIIMI MAE: FUNB Seeks Relief From Stay

FINE HOST: Responds To Objections To Disclosure Statement
FRANKEL'S: Meeting of Creditors
FWT: Liquidity Problems Raise Going Concern Questions
GOLDEN BOOKS: Higher Losses Than Expected
JUMBOSPORTS: Order Grants Authority For Sale to Urner's

KIWI INTERNATIONAL: Case Summary & 20 Largest Creditors
LIVENT: Gets Good Notice As Card Payments Offered
LONG JOHN SILVER'S: Hearing Set To Approve Bidding
LOTTOWORLD:  Submits Amended Disclosure Statement
PHP HEALTHCARE: Seeks To Reject Leases

RENT A CENTER: Acquisition Debt Weighs Heavy
SANTA FE GAMING: Consents To Removal of Stock From AMEX
SENSITIVE CARE: Forced into Bankruptcy
SERVICE MERCHANDISE: Files Voluntary Chapter 11 Petitions
SYSTEMSOFT: Enters Chapter 11

TELEGROUP INC: Seeks Extension To Assume/Reject Leases
VOICE IT: Committee Taps Duncan-Smith as Financial Advisor
WASTEMASTERS: Involuntary Bankruptcy Dismissed
WILSHIRE FINANCIAL: Confirmation Hearing Set
YARDLEY: Factory to Close Doors

                   *********

ALL AMERICAN FOOD GROUP: Requests 20% Stock Increase
----------------------------------------------------
All American Food Group, Inc. (OTC Bulletin Board: AAFGQ),
announced today that it has made a motion in US Bankruptcy
Court requesting authorization to increase its authorized
shares of  common stock by 20%.  If the court accepts, the
Company's authorized shares will increase to 24 million.
The shares are required to be issued under certain  
agreements and are necessary to complete its start up
expenses incurred in the  launch of its new business
venture, including its internet food store,  
"www.thegourmetpage.com."

AAFG is a food service business and franchiser of the
Goldberg's New York Bagel Store, which filed for protection
under Chapter 11 of the US Bankruptcy Code on  November 30,
1998.  The Company plans to reorganize around two business  
ventures that were previously announced to the public: the
import and sales of  frozen Brazilian lobster tails and
other seafood products, and a new internet  food store,
commencing with "the gourmetpage.com."

Because of the Company's limited financial resources, it is
necessary to use its stock in payment for the start up
expenses incurred in connection with these ventures.

"We feel we are in an excellent position to turn the
Company around," says Andrew Thorburn, CEO of All American.
"This increase in authorized shares, if approved, will help
us successfully continue our re-structuring as well as put  
the Company back on the track to becoming profitable."

The motion is returnable, before the Honorable Stephen A.
Stripp, in his Courtroom at the US Bankruptcy Court, 402
East State Street, Trenton, NJ 08608  at 9:30 a.m. on April
12, 1999.


AUTOLEND GROUP: Order Confirms Plan
------------------------------------
On September 22, 1997, the Company filed for reorganization
under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of New
Mexico.  On March 5, 1999, the order confirming the
Company's Plan of Reorganization 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." (States SEC-03/25/99)


BANK UNITED: U.S. Liable for Claims re: Breach of Promise
---------------------------------------------------------
In a press release dated March 22, 1999, Bank United Corp.
announced that the United States Court of Federal Claims
Chief Judge Loren A. Smith on Friday ruled that the United
States was liable for claims in the case filed by Bank
United Corp. relating to the government's breach of
promises made when the company acquired a failed savings
and loan association in late 1988.  Bank United's case will  
now proceed to trial on the amount of damages.  The trial
is scheduled to begin  on May 3, 1999. (States SEC;
03/26/99)                             


BLOWOUT ENTERTAINMENT: Asset Purchase Agreement
-----------------------------------------------
On March 22, 1999, Blowout Entertainment, Inc. filed a
voluntary petition in the United States Bankruptcy Court
for Delaware for protection under Chapter 11 of the
United States Bankruptcy Code. Immediately prior to the
filing of its Chapter 11 petition, the company entered into
an agreement for the sale of substantially all of its
assets.  The company will continue to operate as a debtor-
in-possession, with its existing officers and directors,
subject to the supervision and orders of the Bankruptcy
Court.  As of the date of this report, no plan of
reorganization has been filed by the company and no
trustee has been appointed.

Immediately prior to the filing of its Chapter 11 petition,  
the company entered into an Asset Purchase Agreement with
MGA Inc. d/b/a/Movie Gallery pursuant to which the
Registrant agreed to sell substantially all of its assets
to Movie Gallery for an aggregate purchase price of $2.4
million.  The purchase price was determined by arm's-length
negotiations between the parties.  After the closing, Movie
Gallery is expected to continue the company's approximately
90 store-within-a-store video rental and sales operations.  
Closing on the sale is subject to Bankruptcy Court
approval. (States SEC; 03/26/99)


BONNEVILLE PACIFIC: Reports Results
-----------------------------------
Bonneville Pacific Corp. (OTC BB:BPCO) Thursday reported
net income for the year ended Dec. 31, 1998 of $20,316,000
or $5.60 per share.

Per share computations are based on average shares
outstanding of 3,630, 000 for the year. Total number shares
outstanding, as of 12/31/98 were 7,227,000.

Included in the company's reported income were several
significant non-recurring items which relate to the
company's recent emergence from bankruptcy:

--   $23,681,000 extraordinary gain (or $6.53 per share)
from forgiveness of debt associated with the company's
emergence from bankruptcy;

--   Income from reorganization items of $1,930,000, which       
includes $6,889,000 in interest income on cash held prior
to disbursement pursuant to Chapter 11 proceedings, but are
net of $4,566,000 in professional fees, and $393,000 of
other items;

--   $6,302,000 in interest expense paid on pre-bankruptcy       
liabilities;  Other significant items not related to the
bankruptcy include:

--   In addition to the above-mentioned bankruptcy matters,
the company recognized impairment charges of $2,541,000 on
electric cogeneration facilities and $1,858,000 on oil and
gas properties. These impairment charges are not
necessarily indicative of ongoing operations.

Excluding the foregoing bankruptcy related items of income
and expense and the impairment charges, reported income for
the year ended Dec. 31, 1998 would have been $5,406,000.

Bonneville Pacific Corp. is a diversified energy company
with activities in the ownership of power generation
facilities in the western United States and Mexico, the
operations and management of power generation facilities,
and the acquisition, exploration, production and marketing
of natural gas and crude oil in the western United States.


CALDOR: AMES Announces Court Approval of Caldor Purchase
--------------------------------------------------------            
Ames Department Stores, Inc. (NASDAQ:AMES) announced on
March 26, 1999 that the United States Bankruptcy Court for
the Southern District of New York approved Ames'
right to purchase  the operating leases, fixtures and
equipment of 8 store locations and a distribution center,
all previously operated by the Caldor Corporation.

The transaction is expected to close promptly after entry
of the Bankruptcy Court order. After remodeling by Ames,
the stores will open under the Ames name.

The purchase price of $40 million includes a store in
Stoneham, Massachusetts, a distribution center in
Westfield, Massachusetts, and seven stores in  
Connecticut: specifically in Manchester, Middletown,
Torrington, Vernon, Waterford, West Hartford and
Willimantic.


CASCADE: Judge Orders Firm to Pay More Than $4 Million
------------------------------------------------------
Bankruptcy Judge Robert Mark has ordered Gunster, Yoakley,
Valdes-Fauli & Stewart, a prominent South Florida law firm,
to pay the estate of Cascade, a failed Boca Raton, Fla.,
company, more than $4 million, The Miami Herald reported.
Cascade, an apparel and cosmetics company, filed chapter 11
in 1991 after its chairman, Victor Incendy, disappeared
following fraud allegations. Several other Cascade
officers, including Incendy's ex-wife, are serving prison
sentences. Cascade had loaned Conston Corp., a subsidiary
it controlled, several million dollars prior to the
bankruptcy filing, and as collateral, Cascade acquired
store leases that Conston held throughout the country.

When Conston filed bankruptcy, it defaulted on the loan.
Cascade trustee Kenneth Welt tried to stake a claim to the
leases for the Cascade estate, but Gunster, Yoakley, et al.
did not file the appropriate paperwork to secure the loan
and protect Cascade's interest, Welt alleged in a 1993
lawsuit. The claim stemmed from legal services the
firm provided to Cascade in 1990 and 1991, prior to its
chapter 11 filing. Welt said the ruling would allow him to
start closing out the case. An attorney for the law firm
denies any wrongdoing and reportedly will ask Judge Mark
for a rehearing. He pointed out that the firm prevailed on
two of the counts in the lawsuit, including that the work
performed was done well and the firm deserved to be
compensated. (ABI 26-Mar-99)


CELLPRO INC: Proposed Disclosure Statement
------------------------------------------
CellPro Incorporated proposes its plan of reorganization
for the resolution of the debtor's outstanding creditor
claims and equity interests.  The reorganized debtor shall
liquidate and reduce to cash all of the estate's assets,
except those assets distributed in kind pursuant tot he
plan or the Securities Settlement Agreement.  A summary of
the distributions to creditors:

Class 1 - Secured Claims. Impaired.  Each holder will
receive either the property securing the claim or cash, in
full, on the Distribution Date.

Class 2 - Other priority claims. Impaired. On the
Distribution Date holders of Class 2 claims will be paid in
cash, in full.

Class 3 - Insure Claims. Unimpaired. Rights of holders of
Class 3 claims are unaltered by the plan.

Class 4A - Patent Plaintiffs. Unimpaired. The patent
plaintiffs shall be deemed to have an allowed Class 4A
claim in the amount of $7,933,793.

Class 4B - Other Unsecured Claims - Impaired. Paid in cash
at the rate of 4.24% per annum.

Class 5A Securities Class Action. Unimpaired. The rights of
holders of allowed Class 5A claims are unaltered by the
plan. Holders will receive treatment as provided in the
Securities Settlement Agreement.  The D&O carrier shall
deliver $1.5 million in partial satisfaction of Allowed
Class 5A claims. The debtor shall deliver 1,254,810 shares
of VIMRx Stock in partial satisfaction of the allowed
claims.

Class 5B - Florida Securities Action. Unimpaired. The
debtor shall deliver $175,000 in full satisfaction of the  
Florida Securities Action.

Class 5C - Opt Out Claims. Impaired. Holders will receive
cash in the amount of 4% of their allowed claims; provided
that the aggregate distribution shall not exceed $100,000.
Or they will share a pro rata portion of $100,000.

Class 6 - Common Stock. Unimpaired.  

Class 7 - Other Interests. Impaired. Deemed to have
rejected the plan.


COLMENA CORP: Three Subsidiaries Are Disposed
---------------------------------------------
On March 16, 1999, Colmena Corp. entered into an agreement
with its president, pursuant to which the three
subsidiaries currently owned by the company are to be  
disposed. Twenty percent of Techtel's common stock will be
distributed to the company's stockholders pursuant to the
Division of Corporate Finance's Staff Legal Bulletin Number
4, after completion of the company's audit for 1998, filing
of all the company's delinquent reports with the Securities
and Exchange Commission and the filing and effectiveness of
a registration statement on Commission Form 10-SB for
Techtel.  

The balance will be used to compromise or settle
outstanding liabilities of Techtel, including liabilities  
to Mr. Peplin. T2U Co., a Delaware corporation doing
business as RCP Communications Group, Inc.; and Business
Technology Systems, Inc., a Florida corporation, common
stock shall be transferred to Mr. Peplin, who will
thereafter, at the company's expense, file for protection
of the Subsidiaries from creditors pursuant to Chapter 7 of
the United States Bankruptcy Code.

Anthony Q.  Joffe currently a member of the Registrant's
Board of Directors has been elected as the Board Chairman.
(States SEC; 03/25/99)


CRIIMI MAE: CiticorpSecurities Agrees To Delay Litigation
---------------------------------------------------------
CRIIMI MAE Inc. has reached an agreement with
CiticorpSecurities, Inc. whereby the parties will adjourn
certain pending litigation for a four month period.  This
litigation involves certain subordinated tranches of
commercial mortgage-backed securities (CMBS) with a face
amount of approximately $39.7 million, which have been in  
dispute since October 1998, when CRIIMI MAE filed for
protection under Chapter 11 of the U.S. Bankruptcy Code.  
The agreement adjourns the trial that had been scheduled to
begin on March 8, 1999 in the U.S. Bankruptcy Court in  
Greenbelt, Maryland. Also, under the agreement, subject to
Bankruptcy Court approval, Salomon Smith Barney in
cooperation with CRIIMI MAE will sell two  classes of
investment grade CMBS known as CRIIMI MAE CMBS Corp.
Commercial  Mortgage Loan Trust Certificates, Series
1998-1.  

The company, prior to its Chapter 11 filing, had
intended to sell these two investment grade classes of  
CMBS. Under the third part of the agreement, subject to
Bankruptcy Court approval, Citicorp Real Estate, Inc.  in
cooperation with CRIIMI MAE will sell commercial mortgages
sourced last year by CRIIMI MAE. The loans, with a
face  amount of approximately $370 million, had originally
been intended for  securitization.  If the sales are
successful, CRIIMI MAE intends to use its portion of any
net proceeds in connection with funding its reorganization.
On March 5, 1999, Morgan Stanley, Dean Witter & Co sold
$205 million face amount of investment grade CMBS from
CRIIMI MAE Commercial Mortgage Trust, Series 1998-
C1. Proceeds of the sale will be used to pay off $142
million of short-term financing provided to the company by
Morgan Stanley.  In addition, CRIIMI MAE will receive
approximately $17.5 million in net proceeds from the sale
for use in funding its reorganization. (States SEC -
03/26/99)


CRIIMI MAE: FUNB Seeks Relief From Stay
---------------------------------------
First Union National Bank ("FUNB") seeks relief from the
automatic stay to proceed against property of the estate of
CRIIMI MAE Management Inc.

Pursuant to various agreements and documents, FUNB extended
a credit facility to the debtor.  FUNB has caused its
security interests in certain collateral and stock to be
duly perfected.  The debtor receives proceeds, dividends,
distributions and other income from the various collateral
incomes.

As of the petition date, the debtor was indebted to FUNB in
the principal amount of $1.3 million plus interest of
approximately $8,000.

FUNB alleges that the debtor is in default of the Loan
Documents, and the bank is authorized to declare the Loan
Note immediately due and payable.

FUNB states that the value of the Partnership Collateral is
subject to substantial fluctuation and presents a high risk
to parties secured by such collateral.  By virtue of this
fact, FUNB claims that it is entitled to relief from the
stay because its interest in the Partnership Collateral is
not adequately protected.  With respect to the Collateral
Income, FUNB requests that the debtor immediately account
to FUNB for all collateral income and pay FUNB all amounts
of collateral income received by the debtor to reduce its
costs, all interest and the outstanding principal.


FINE HOST: Responds To Objections To Disclosure Statement
---------------------------------------------------------
The debtor, Fine Host Corporation responds to the
objections to the approval of the Disclosure Statement for
its plan of reorganization.
The debtor states that all objections have been addressed
by amendments to the plan, raise confirmation issues or are
without merit and should be overruled.

Fine Host states that it has addressed the D&T objection by
amending the Disclosure Statement by modifying the voting
procedures to have Class 6 deemed to have rejected the
plan.

With respect to Class Action plaintiffs, the debtor
provided the parties with a report prepared by Schulte,
Roth & Zabel LLP.  Based upon its review, the lead
plaintiffs amended the Class Action Complaint and dismissed
claims against certain officers and directors.  The debtor
submits that the Litigation Trust Agreement is set forth in
detail and that holders within Sub-Class 6A and Sub-Class
6B will receive pro rata distribution within such class.  
The debtor states that the Lead plaintiffs' Objection has
been addressed in its entirety and should be overruled.

Mainstay, the plaintiff in the Subordinate Note Action
states that it cannot discern the amount of claims within
Class 5 - Debenture Rescission Claims.  The debtor states
that the amount was unknown at the time due to the timing
of the Bar Date; and the debtor now states that the in
excess of $175,000,000 in Debenture Rescission claims were
filed against the debtor.

With regard to Kirkland, the debtor states that Kirkland
has no economic stake in this case.  The debtor states that
the Kirkland Objection is "an attempt to pique the interest
of the reader just like the tabloids in the supermarket
checkout line."


FRANKEL'S: Meeting of Creditors
-------------------------------
A Chapter 11 case concerning the debtor corporation,
Frankel's Home Furnishings, Inc. was filed on February 16,
1999.  A meeting of creditors is set for April 20, 1999 at
2:00 PM at the Office of the United states Trustee, 80
Broad Street, second Floor, New York, NY 10004-1408.  The
debtor is represented by Parker, Chapin, Flattau & Klimpl.


FWT: Liquidity Problems Raise Going Concern Questions
-----------------------------------------------------
FWT Inc. is experiencing severe liquidity and
administrative difficulties, which the company believes
raises immediate and critical issues regarding its ability
to continue as a going concern, according to a filing with
the Securities and Exchange Commission. The company reports
that it is not currently generating cash flows from
operations to satisfy working capital requirements. As
of March 15, FWT had about $1 million available under its
revolving credit facility, but only after an affiliate of
the company provided a guarantee to the lenders. (The Daily
Bankruptcy Review and ABI Copyright c March 26, 1999)


GOLDEN BOOKS: Higher Losses Than Expected
-----------------------------------------
Golden Books Family Entertainment Inc. will report a
"substantially" greater net loss for the fiscal
year ending Dec. 26, according to the paperwork the company
filed with the Securities and Exchange Commission. The
filing also notes that the children's books publisher has
reported substantially greater net losses in its Form 10-Q
quarterly reports for fiscal 1998 compared to
quarterly net losses reported during the previous year.
(The Daily Bankruptcy Review and ABI Copyright c March 26,
1999)


JUMBOSPORTS: Order Grants Authority For Sale to Urner's
-------------------------------------------------------
On March 11, 1999, the U.S. Bankruptcy Court for the Middle
District of Florida, Tampa Division entered an order
stating that the offer by Urner's Inc. to purchase certain
real property in Bakersfield, California for a purchase
price of $2 million is the highest and best offer for the
purchase of the real property.  The debtor's assumption of
the agreement is approved.


KIWI INTERNATIONAL: Case Summary & 20 Largest Creditors
-------------------------------------------------------
Debtor:  Kiwi International Holdings, inc.
         Hemisphere Center
         570 Routes 1 & 9 South
         Newark, NJ 07114

Type of business: Manufacturer of power supplies

Court: District of New Jersey

Case No.: 99-33215    Filed: 03/23/99    Chapter: 11

Debtor's Counsel:  John F. Fox
                   195 Route 46 West, Suite 14
                   Totowa, NJ 07512


20 Largest Unsecured Creditors:

   Name                              Amount
   ----                              ------         
IRS                              11,300,000
Prudential Healthcare    680,000
Canff,Lippman Aviation Inc.  500,000
Teleservices Resources    460,000
Kelowna Flightcraft, Ltd.   400,000
GMAS       395,000
City of Chicago     375,000
M&M Aircraft     290,000
Kellstrom Industries   245,000
Amadeus Shares     240,000
Air Parts Supply     202,000
ADvantage Aircraft   180,000
Sabre Group     160,000
Miami Int'l. Airoport    165,000
Aon Risk Services, Inc.   164,000
LCI International    140,000
Puerto Rico Port Authority   140,000
City of Atlanta     130,000
Palm Beach County    110,000
Allied Signal Inc.    100,000


LIVENT: Gets Good Notice As Card Payments Offered
-------------------------------------------------
Cash-strapped live theater producer Livent Inc. earned a
positive review from a box office receipt collector Friday,
after months of bad notices.

First USA Merchant Services, Inc., which collects and
processes credit card payments for Livent's New York and
Chicago shows, agreed in a Livent motion to U.S. bankruptcy
court Thursday to pay $280,000 of the $415,000 it is
currently  holding from theater ticket sales.

The Manhattan court hearing was set for April 7.

First USA's show of confidence in the producer of Broadway
hits like "Ragtime" far outweighs the monetary value of the
payment offered as the Toronto-based concern has struggled
to keep itself alive after discovering "accounting
irregularities" last summer that forced it into bankruptcy  
protection in November.

Livent said in court documents that based on its recent
financial performance, it convinced First USA that its
shows will continue to run on schedule and now the risk of
sagging sales was more remote.

That should make the assets Livent is trying to sell appear
more attractive to front-running suitors Cablevision
Systems Corp.  and Back Row Productions Inc.

A team of nine Livent executives are working on the sale
and eight of them asked the bankruptcy court last week to
approve a severance and performance bonus package as an
incentive for them to complete their "extremely difficult  
job."

The request raised the ire of a dozen former employees
terminated last December who filed a suit claiming
severance pay from Livent in Ontario Court's  General
Division Thursday.

More than 70 other junior employees were let go by Livent
after it sought bankruptcy protection.

"The success of these efforts depends on retaining certain
key employees and the management retention plan establishes
an incentive to achieve the greatest value to the company,"
said Livent spokesman Jim Badenhausen.

Livent asked the court to agree that any potential sale
could yield individual bonuses of 1.25 to 1.89 percent of
the company's assets for each of the eight managers.

Livent shares fell C$0.02 to C$0.15 on Canada's over-the-
counter market and remain halted on the Toronto Stock
Exchange where they last closed at C$10.15 on August 7.
They were delisted from the Nasdaq Stock Market after
Livent filed for bankruptcy protection. ($1=$1.51 Canadian)


LONG JOHN SILVER'S: Hearing Set To Approve Bidding
---------------------------------------------------
A hearing will be held on March 30, 1999 on the motion of
the debtors, Long John Silver's Restaurants, Inc., et al.,
approving bidding procedures relating to Stock Purchase
Agreement, including authorization for payment of
Termination Fees.

The debtors seek approval of certain provisions of that
certain Stock Purchase agreement between the Company and th
Purchaser, GRG, Inc., a company formed by A&W Restaurants
and its equity sponsored, Grotech Capital.  The purchase
price for the shares will be $220 million in cash subject
to certain adjustments.

The conditions to the purchaser's obligations to consummate
the Stock Purchase Agreement include, among others, that a
plan of reorganization be confirmed by August 31, 1999 and
that the closing occurs by September 15, 1999.  By
consummating the Stock Purchase Agreement the purchaser
will obtain 100% of the ownership interests in the
Reorganized Company.

The Bidding Procedures provide that any third party bidder
must propose a transaction having a fair market value to   
the debtor and its creditors that is at least $2 million
greater than the fair market value of the transaction
contemplated by the Stock Purchase Agreement  or a Topping
Bid at least $1 million greater than the previous offer.

In the event that the purchaser is entitled to a
Termination Fee, such Termination Fee is $5 million, plus
the reimbursement of up to $500,000 of reasonable and
documented expenses of the purchaser.


LOTTOWORLD:  Submits Amended Disclosure Statement
------------------------------------------------
The debtor, LottoWorld Inc. submits an Amended Disclosure
Statement in connection with its second plan of
reorganization.  The debtor has determined that a
reorganization would enable LottoWorld, as a reorganized
entity to maximize the value of its intellectual property.  
An estimate of the net proceeds which may be realized from
a chapter 7 liquidation of the debtor's assets and the
distribution that could be made to creditors indicates
assets probably worth $42,665 and liabilities of over $2
million.  The schedules confirm that unsecured creditors
would not receive any distribution on their claim in the
event of a chapter 7 liquidation.

Claimants under the plan will be treated as follows;

Class 1 - Administrative Claims. Unimpaired. Payment on the
Effective Date.

Class 2 - Priority Claims. Unimpaired.   Full amount to be
paid no later than 60 days after the Effective Date.

Class 4 - Secured Claim of Rosenthal. (No less than
$25,000) Rosenthal will accept a UCC security interest in
consideration for release of its judgment lien.  The
security interest shall remain in full force and effect
until paid in full (no later than 6 years from the
Effective Date.

Class 5 - Claims of general unsecured creditors. Class 5
claims of general unsecured creditors are impaired.  The
plan investor shall pay to the holders of Class 5 allowed
claims in cash, without interest, 10% of their allowed
unsecured claims.

Class 6 - Unsecured Claim of Rosenthal. Impaired. On the
Effective Date, current outstanding shares of all common
stock of debtor shall be canceled and voided and New Common
stock will be issued to the holder of this Class 6 Allowed
Claim.

Class 7 - Equity Interests. Impaired. No distribution.

Rosenthal, an established printing company located in
Cincinnati, Ohio will loan or advance Plan Investor the
cash to pay allowed claims in accordance with this plan.  
The reorganized debtor shall continue in existence as a
corporate entity beyond the confirmation of the plan.  The
reorganized debtor will be revested with all assets.


PHP HEALTHCARE: Seeks To Reject Leases
--------------------------------------
The debtor, PHP Healthcare Corporation seeks court approval
to reject the lease covering its corporate headquarters in
Reston, Virginia and certain office space referred to as
the Commerce III premises also in Reston, Virginia.  The
annual rental for the corporate headquarters is $1,229,424
and the annual rent for the other office space is almost
$500,000.  The debtor seeks to continue operation of the
Commerce III premises on a month to month basis.  As part
of the agreement, the debtor will reject the leases, the
lessor will waive any rejection damages claims and pay to
PHP $1.3 million as a termination fee.  PHP may continue to
lease certain space up to and including April 30, 1999.

The debtor has determined that it no longer has need for
all of the office space covered by the leases.  The debtor
has marketed the leases in an effort to find a party to
whom the debtor could assign the leases.  Negotiations with
several potential assignees did not result in any
agreement.  The debtor believes that the rejection of the
leases and entry of the agreement is a reasonable exercise
of the debtor's business judgment.


RENT A CENTER: Acquisition Debt Weighs Heavy
--------------------------------------------
In its annual report, Rent-A-Center Inc. disclosed that it
may have troubled meeting obligations related to its $900
million debt from acquiring Thorn PLC's U.S. operations
last year, The Wall Street Journal reported. The Plano,
Texas, company's CFO said the apparently alarming
statement is "cover-yourself" disclosure and that the
company is comfortable with its debt position. Rent-A-
Center has nearly 2,100 stores throughout the country and
targets customers who cannot easily obtain credit; it rents
appliances electronics and furniture. The annual report
states, "Our ability to repay or refinance our current debt
depends on our successful financial and operating
performance." The CFO also said the company has pre-paid
$115 million in debt since it acquired Thorn last year,
reducing its total debt to $805.7 million at the end of the
year, and that monthly interest payments have been cut from
$7 million to $5.5 million. (ABI 26-Mar-99)


SANTA FE GAMING: Consents To Removal of Stock From AMEX
-------------------------------------------------------
In a press release dated March 22, 1999, the company
announced that it is consenting to the removal of its
Common and Preferred Stocks from the American Stock  
Exchange. On March 21, 1999, the Registrant issued a press
release announcing that United States Bankruptcy Court for
the District of Nevada granted SFGC's  motion to dismiss
the Chapter 7 involuntary bankruptcy petition filed on  
January 14, 1999 by three minority bondholders of Pioneer
Finance Corp.  13.5%  Bonds due December 1, 1998.  PFC is
an indirect wholly owned subsidiary of SFGC, which
guaranteed the 13.5% Notes.
(States SEC; 03/25/99)                             


SENSITIVE CARE: Forced into Bankruptcy
--------------------------------------
A month after creditors filed an involuntary petition
against Sensitive Care, U.S. Bankruptcy Judge Steven A.
Felsenthal on Wednesday put the Fort Worth, Texas-based
nursing home chain into chapter 7, The Star-Telegram
reported. On Jan. 27, Sensitive Care's 13 homes were
taken over by the state after the government cut off
Medicare funding to the company for overbilling. Judge
Felsenthal also put King-Walters Enterprises into chapter
11 and ordered its operations be taken over by a court-
appointed trustee. Don Lee King is a 20 percent owner of
Sensitive Care and has a 49.5 percent ownership in King-
Walters. Sensitive Care creditors, who claim they are owed
more than $11.7 million for services, filed petitions in a
Dallas bankruptcy court last month. Subsidiaries of Sun
Healthcare Group, Albuquerque, N.M., filed separate
petitions, and more recently Texas Drug Co., Fort Worth,
and Prin Vest Corp., a New Jersey company, petitioned to
join the case. The Sun affiliates included King-Walters in
their petition because the company owes them some $1.38
million. (ABI 26-Mar-99)


SERVICE MERCHANDISE: Files Voluntary Chapter 11 Petitions
---------------------------------------------------------
At 9:14 a.m. Saturday morning, Service Merchandise Company,
Inc., and 31 affiliates, filed voluntary petitions under
Chapter 11 in the U.S. Bankruptcy Court for the Middle
District of Tennessee in Nashville.  

Additionally, the Company announced that it obtained a
commitment for up to $750 million in debtor-in-possession
financing to fund operations during restructuring under
Chapter 11.  The financing, which is subject to Court
approval, is being provided by the Company's current senior
lenders led by Citicorp USA, Inc., as administrative agent,
BankBoston, N.A., as documentation agent and collateral
monitoring agent, and Salomon Smith Barney Inc., as sole
arranger and book manager.

John Wm. "Jack" Butler, Jr., Esq., of Skadden, Arps, Slate,
Meagher & Flom, serves as lead counsel to the Debtors.  
Local counsel is Paul G. Jennings, Esq., of Bass, Berry
& Sims PLC.  

Bankruptcy Creditors' Service, Inc., launched publication of
SERVICE MERCHANDISE BANKRUPTCY NEWS following the Company's
announcement.  A free copy of the first issue of SERVICE
MERCHANDISE BANKRUPTCY NEWS is available at:

   ftp://bankrupt.com/Bankruptcy_News/Service_Merchandise.txt

providing additional details about the Debtors' filings, a
list of the Debtors' 20 largest unsecured creditors, tidbits
about the DIP Financing pact and a key date calendar.


SYSTEMSOFT: Enters Chapter 11
------------------------------
The Boston Herald reports on March 25, 1999 that   
SystemSoft Corp., once one of the Bay State's hottest
software companies, sought Bankruptcy Court protection
Tuesday and its chief said he expects the firm to fold.

While the Natick firm plans to sell off its assets to pay
its creditors,  Chief Executive Frank Sola said it could
emerge from Chapter 11 reorganization  as a smaller
company. But he said for now, the plan is to sell
the assets and  fold the firm.

Either way, another company executive said it was too soon
to say whether any money would remain for shareholders.

"The company has just really been struggling for the past
12 months to 18 months," said Jeff Wakeley, vice president
of finance. He added that debts kept mounting even as sales
kept falling.

SystemSoft's bankruptcy filing came as no surprise on Wall
Street. The company was recently delisted by the Nasdaq
stock exchange, because of its declining assets and low
stock price. Shares have been trading below $1 - down  
from $34 less than three years ago.

In September, the Herald reported that the company was
"fighting for survival." The company now has 38 workers,
down from from 240 last May.   "It was a gamble all the
way," said Michael Pierce, a Boston lawyer and  
SystemSoft investor. Pierce said he came out ahead by
buying the stock at 43 cents and sold at $1.06. He recently
invested another $400, though, and sold the shares for just
$30 yesterday.

SystemSoft's Wakeley said the firm has just $5 million in
assets, but $9 million in debt. He said SystemSoft had
sought a buyer without success since at least last October,
when it hired investment banking firm Adams Harkness &
Hill to advise it. Potential buyers mostly wanted just a
piece of SystemSoft, not the whole company, Wakeley said.
He said that would have been difficult. "It hasn't  
worked out for a variety of reasons," he said.

Analysts and executives said SystemSoft faced two major
problems. First, Microsoft Corp.'s Windows 95 integrated
many of the functions at the core of SystemSoft's
offerings, making it very hard for the company to compete.
Secondly, SystemSoft never had much luck selling a program
to fix common computer glitches called SystemWizard.


TELEGROUP INC: Seeks Extension To Assume/Reject Leases
------------------------------------------------------
The debtor, Telegroup, Inc. is seeking an extension of the
time to assume or reject its executory contracts and
unexpired leases of non-residential real property.

The debtor is currently negotiating potential transactions,
including the potential sale of all or substantially all of
its assets.  Such a sale will likely include the assumption
and assignment of the certain executory contracts and
unexpired leases.  The debtor also states that because of
the sensitive period of time in which the debtor's business
is currently operating, the debtor seeks this extension
rather than being forced to make a premature decision to
assume or reject the contracts and leases.  The debtor
lists approximately 30 non-residential real estate leases.


VOICE IT: Committee Taps Duncan-Smith as Financial Advisor
----------------------------------------------------------
The Unsecured Creditors Committee filed an application to
employ Duncan-Smith Co. as financial advisors to the
Committee.  Duncan-Smith Co. will advise the Committee in
all financial matters pertaining to the Chapter 11
proceeding, including evaluating the debtor's cash flow and
financial information and assisting the Committee in
evaluating the value of the debtor's assets and the
debtor's plan of reorganization.


WASTEMASTERS: Involuntary Bankruptcy Dismissed
----------------------------------------------
WasteMasters, Inc. (Nasdaq: WAST), announced on March 25,
1999 that Chief Judge Jerry Buchmeyer of the United States
District Court for the Northern District of Texas,
dismissed the involuntary bankruptcy proceeding filed
against the Company on Feb. 10, 1999.  The Company's
Counsel is pleased with the expedited order for dismissal
and looks to announce the settlement of other unrelated
lawsuits against the Company shortly.


WILSHIRE FINANCIAL: Confirmation Hearing Set
--------------------------------------------
On March 3, 1999, Wilshire Financial Services Group
Inc., filed a voluntary petition for a prepackaged plan of
reorganization with the United States Bankruptcy
Court for the District of Delaware, which assumed
jurisdiction over the Company as a debtor-in-possession
subject to the supervision and orders of the Court.  The  
prepackaged plan was overwhelmingly approved by
noteholders, and the confirmation hearing for approval of
the plan has been scheduled for April 12, 1999." (States
SEC- 03/25/99)


YARDLEY: Factory to Close Doors
-------------------------------
All the contents of the Yardley of London factory will be
auctioned on April 21-22 in Basildon, England, according to
a newswire report. Yardley, which was founded in 1770 and
produced such famous brands as English Lavender and other
fragrances, has been closed since the company entered into
receivership last year, after a year of declining sales.
The factory will close, but the brands are expected to
continue under new ownership. Rabin Brothers Worldwide will
conduct the auction, which will involve more than 2,000
lots. Among the assets are complete production lines for
lipstick and mascara production, powder mixing,
pulverizing, pressing and talc filing, and a large cream
mixing department. A large supply of pallet racking is
available, along with forklift trucks, storage tanks and
mobile tanks, packaging equipment and plant utilities,
computers and office equipment. (ABI 26-Mar-99)

                   *********

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                   *********

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-
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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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