TCR_Public/990412.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, April 12, 1999, Vol. 3, No. 70


DP PRODUCTIONS: Revenue is Volatile; Seeking Financing
EQUALNET CORP: Disclosure Statement
EXCALIBUR FINANCIAL: Joint Liquidation Plan
FPA MEDICAL: Hearing To Confirm Plan Postponed
HOMEPLACE: Seeks Approval of Article of Merger Agreement

INTEGRAL PERIPHERALS: Hearing on Disclosure Statement
INTERNATIONAL TESTING: Committee Taps Andrews & Kurth
LGI LIQUIDATING: Disclosure Statement and Plan
MCA FINANCIAL: Response To Trustee's Motion For dismissal
MOBILEMEDIA: Responds To Objectors' Proposal

MONTGOMERY WARD: Extension of Exclusivity
MONTGOMERY WARD: Statement of Operations For March
NEWSTAR RESOURCES: Announces Plan of Reorganization
NIKKO ELECTRICS: Employees File Bankruptcy
PETSEC ENERGY: Reports 1998 Results and Year-End Reserves

RECYCLING INDUSTRIES: Authority For Postpetition Financing
RECYCLING INDUSTRIES: Order Authorizes Katten Muchin
STORMEDIA: Order Authorizes Environmental Counsel
TELEGROUP INC: Reports Bankruptcy Filing to SEC

THE SCORE BOARD: 13th Interim Post-Petition Financing Order
THORN APPLE: Seeks OK For Commodity Trading on Margin
UNITED COMPANIES: Seeks Time to Assume/Reject Leases


DP PRODUCTIONS: Revenue is Volatile; Seeking Financing
Business Press Ontario Canada reports on April 5, 1999 that
a lack of short-term capital has forced a Temecula video
production company into bankruptcy reorganization.

D.P. Productions Inc., better known as StudioMagic
Productions, filed a Chapter 11 bankruptcy petition in U.
S. Bankruptcy Court in Riverside on March 22. The company
offers clients high-tech video services including morphing,
the on-screen transformation of one shape into another.
And StudioMagic intends to stay in business, said Charles
Delgado, the company's attorney.

StudioMagic's founder and president, Brian Padberg, sees
three options for the company.

"We can sell part of the company to investors, sell out the
entire company - and we have had offers in the last couple
of months - or we can arrange some long-term loans," he
said.  The last option is what Padberg prefers. He is
working with financial institutions on that now, he said.
Padberg said he expects to be successful in attracting
financing because the company has more than adequate

"Our asset base is about $750,000 and our liabilities are
only $150,000. We can use our hardware and equipment for
collateral," he said. "I'm hoping to have the whole thing
wrapped and packaged by April 30."

Revenue is volatile at the company, making it short of cash
on occasion. That was the case in 1998's final quarter, at
the same time that StudioMagic's backup source of funds
dried up.   Eugene DeFalco, who owns 60% of the company's
stock, had agreed to make up shortfalls in StudioMagic's
cash flow as needed, Padberg said. But DeFalco had  
financial difficulties of his own due to the stock market's
fall-off in October, Padberg said. StudioMagic produces
videos for a variety of clients. Last year it completed
three projects for Marriott International Inc., Padberg
said. It also produced an industrial video for Magnecomp
Corp. of Temecula that won a Golden Camera award from the
Industrial Video Association of Chicago, he said.

EQUALNET CORP: Disclosure Statement
The debtor, Equalnet Corporation proposes a plan that
provides that on the Effective Date, ECC, the debtor's
parent corporation will raise new capital and make New
Value Contributions that will fund an Unsecured Creditors'
Trust for the benefit of holders of unsecured claims who
are non-insiders of, and not affiliated with the debtor.  

The New Value Contributions funding the Trust shall consist
of $1.350 million in cash, 3 million shares of newly issued
shares of ECC common stock and a collateralized guaranty.  
In addition, ECC will make additional New Value
Contributions funding the Trust.

The plan provides that Class 1 and Class 2, administrative
expenses and priority non-tax claims will be paid in full.  
Class 3 Priority tax claims will receive the allowed amount
quarterly over a period not exceeding six years. Class 4
Convenience claims will be paid in full.

Classes 5,6,7,8,9,10 are all secured claims.  Class 5
secured claims of RFC corporation arising under accounts
receivable purchase agreements with the debtor will be paid
by the reorganized debtor.

Classes 6-10 will be paid by the reorganized debtor, but
may not be paid without the written consent of the
Creditors' Trust so long as the Unsecured Creditors' Trust
owns any common stock in ECC.

On the Effective date, the Unsecured Creditors' Trust is to
be created.  Each holder of a Class 11 Allowed General
Unsecured claim shall receive a beneficial interest in the
Trust in an amount that reflects the percentage that such
Claim represents to the total amount of Allowed Class 11

Class 12 subordinated claims will be paid in the same
manner as Classes 6-10.

Equity interests will be canceled. Classes 1,2,3 and 4 are
not impaired under the plan.  The debtor believes the
aggregate fair market value of its current assets,
including its customer base, is in the range of $3-$6

The six secured claims to be paid pursuant to Classes 6-10
are as follows:

RFC Capital Corporation - Owed approx. $2.6 million on the
filing date.

EqualNet Holding Corp - $10 million of loan and advances
totaling approximately $37 million is secured. The debtor's
schedules reflect a $10 million secured claim.

The Furst Group, Inc. - A subordinated note in the
principal amount of $3 million, bearing 10% interest.  The
note was canceled as a result of an Exchange agreement.

Willis Group, LLC - $1.4 million cash paid, ECC issued a 6%
senior secured convertible note 2001 in the amount of $1.5
million, along with warrants to purchase shares of common
stock.  The debtor's schedules reflect a $1.8 million
secured claim.

Genesee Fund Limited - Portfolio B  - The debtor's
schedules reflect secured claims of $1.5 million.

Netco Acquisitiion LLC - the debtor's schedules reflect a
secured claim of $400,000

EXCALIBUR FINANCIAL: Joint Liquidation Plan
The debtors, Excalibur Financial Services, LP, PBC
Servicing Corporation and Rapid Acceptance Corporation
proposed a joint Chapter 11 plan of Liquidation.

Under the plan, the debtors propose to pay all
administrative claims and priority claims in full.  The
secured claims of First Boston have been satisfied pursuant
to the terms of a settlement.  General unsecured claims
against the debtors are to be paid the full face amount
over time.  For purposes of the liquidation analysis the
debtors have assumed that the total allowed unsecured
claims against the debtors will be approximately $250,000.  
The deadline for filing proofs of claim was March 20, 1998.

Under the terms of the proposed plan, Allowed
Administrative Expenses and Allowed Priority Tax Claims and
Allowed Priority Non-Tax Claims (Class 1) will be paid in

The Allowed Secured Claim of Credit Suisse First Boston
Mortgage Capital LLC against Excalibur is impaired.  First
Boston will receive the consideration provided for under
the First Boston Settlement, and will also retain an
Allowed Class 4 Claim in the amount of $5 million.  

Allowed Miscellaneous Secured Claims (Class 3) are

Allowed Unsecured Claims against Excalibur are impaired.  
Claim holders will receive 12 payments totaling the face
amount of the allowed claim.  Allowed Unsecured Claims
against Rapid Acceptance Corp. (Class 5) are impaired.  
Claim holders will receive 12 equal quarterly payments.  
Allowed Unsecured Claims against PBC Servicing Corp. (Class
6) are impaired.  Claim holders will receive 12 equal
quarterly payments.  Allowed Convenience Class Claims
(Class 7) are unimpaired.  Interests in Excalibur (Class
8A) are unimpaired. Interests in Rapid (Class 8B) are
impaired.  They will be canceled on the Efective Date and
Rapid will be dissolved.  Interests in PBC Servicing (Class
8C) are impaired.  They will be canceled on the Effective

FPA MEDICAL: Hearing To Confirm Plan Postponed
A hearing to confirm a FPA Medical Management plan for
reorganization has been continued to April 21 in U.S.
Bankruptcy Court in Wilmington, Del. The bankrupt medical
practice management company, formerly based in San Diego,
is now  headquartered in Miami. The company says it expects
to exit Chapter 11 protection of the bankruptcy code before
the end of May 1999.

HOMEPLACE: Seeks Approval of Article of Merger Agreement
HomePlace Stores, Inc. and its three corporate affiliates
seek entry of an order approving Aricle X of Merger
Agreement, providing for the payment of a termination fee
and expenses, by and among the debtor and Waccamaw

The merger is to be effected through a plan of
reorganization for the HomePlace Group.  Under the terms of
the Merger Agreement, Waccamaw will be merged with and into
New Homeplace.  New HomePlace, as the surviving
corporation, together with its subsidiaries, will operate
an expanded national retail chain of home-fashion
superstores with 120 stores in 27 states and annual sales
in excess of $600 million.  The Merger Agreement provides
for a $2 million termination fee, which, if not approved by
the court will terminate Waccamaw's interest in the merger.

INTEGRAL PERIPHERALS: Hearing on Disclosure Statement
A hearing will be held on the adequacy of the Disclosure
Statement of Integral Peripherals, Inc. n/k/a IPB
Liquidating Company on May 3, 1999 at 9:00 AM in Courtroom
A of the U.S. Bankruptcy Court for the District of
Colorado, 5th Floor, US Custom House, 721 19th Street,
Denver, Colorado.

The plan is filed by the debtor and the Official Unsecured
Creditors' Committee of Integral Peripherals, Inc.

Treatment of Claims are as follows:

Class 1- Allowed Priority Claims - unimpaired.

Class 2 - Allowed Secured claim of Headway Technology Inc.
- unimpaired.

Impaired classes:

Class 3 - Allowed Unsecured Claims of CMC Magentics
Corporation and URACO Holdings Ltd. - Subdivided into
classes based on elections made by Class 3 creditors.  
Option of either 25% of claims or 20% discount from allowed
amount; then participate in distribution of Class 6.

Class 4 - Allowed Unsecured Claims of Tan Kian Meng; Chua
Kay Hee; Tay Peng Chua; Lee Beng Hup; Nawaneetha Raj; Ta Ya
Electric Wire & Cable Company and Hung-Wei Investment Co.,
Ltd. Election: 20% of claim or discount 35% of claim amount
and participate in Class 6 distributions.

class 5 - Allowed Unsecured Claims of ROC Venture Company,
Ltd. and Win Win Venture Capital Corporation - election:
15% of claim or 50% discount and participate in Class 6

Class 6 - Allowed Unsecured Claims  - other than those
defined in Classes 3,4,5. Payment shall be paid, from time
to time, a pro rata share of the cash on hand in the
reorganized estate from the sale or liquidation of estate

Class 7 - Allowed Unsecured Claims of $1,000 or less - 50%
of claim.

Class 8 - Allowed Unsecured Claims that have been or may be
subordinated by agreement or by Bankruptcy Court order to
other allowed unsecured claims. Impaired. Pro rata share
after all claims in Classes 1,2,3,4,5,6 and 7 have been
paid. No distribution anticipated.

Class 9 - Allowed interests.  Impaired. Interest holders
will retain rights, it is anticipated that they will
receive nothing.

INTERNATIONAL TESTING: Committee Taps Andrews & Kurth
The Official Committee of Unsecured Creditors is seeking to
employ the law firm of Andrews & Kurth to represent he
Committee and advise the Committee regarding the Chapter 11
case of International testing Services, Inc., debtor.  The
hourly rates of the partners at the firm range from $235 to
$390 per hour.    The following creditors comprise the
Committee of Unsecured Creditors:
1. Nuevo Energy Corporation
2. Source Production & Equipment Co., Inc.
3. John Cooney

A hearing is to be held on April 12, 1999 at 2:30 PM in
Courtroom 10-A on the 10th Floor of the U.S. Courthouse,
515 Rusk Avenue, Houston, Texas 77002.

LGI LIQUIDATING: Disclosure Statement and Plan
The proposed liquidation plan of LGI LIQUIDATING f/k/a Lynx  
Golf, Inc. seeks to liquidate the debtors' present assets
to pay creditors and reorganize its business affairs.  The
plan provide s that a liquidating trust will be established
and that  the Creditors' Committee will appoint a
liquidating trustee.  The plan also provides for the debtor
to remain in business.  Golnoy Barge Company Inc.  will
sell to the debtor a river towboat known as the M/V Chandy
N. for a purchase price of $1 million (by promissory note,
secured by the assets).  Golnoy will pay the Liquidating
Trustee for distribution to claimants the amount of

The treatment of classes is as follows:

Administrative Expense Claims - 100% distribution,
estimated allowed value $1.2 million.

Class 1(A) Secured Claim of Union Planter Bank National
Assoc. Approx. $60,000 - 100% distribution.

Class 1(B) Secured Claim of 1220Exhibits, Inc. - 100%
distribution - appprox. $30,000

Class 2 - Priority Unsecured - $51,000-$65,000 - 100%

Class 3A Unsecured Creditor Convenience Class -  $980,000  
-  50% distribution.

Class 3B - General Unsecured Creditors-  Est. $9 million
pro rata distribution - estimated at 45% to 68%.

Class 4 - Shareholders - retain interests; pro-rata
distribution of "available cash" from the liquidating trust
after payment of Class 3A and 3B.

MCA FINANCIAL: Response To Trustee's Motion For dismissal
B.N. Bahadur as conservator of MCA Financial Corp and its
affiliated debtors, responds to the motion of the U.S.
Trustee to dismiss the case.

First, the conservator argues that the debtors are eligible
to file a bankruptcy petition despite the fact that a
conservator is involved in these cases.  The Conservator
state that he had state authority to execute and file the
petitions for relief.  Further, the conservator states that
there is no cause for dismissal.  The conservator states
that at this stage there is ample reason to believe that
the continuation of the cases is in the best interest of
all parties, and that it is reasonable to assume at this
point that a confirmable plan may be put forth and

MOBILEMEDIA: Responds To Objectors' Proposal
MobileMedia Corporation announced that it has filed with
the U.S. Bankruptcy Court for the District of  Delaware a
statement in support of its Third Amended Plan of
Reorganization which provides for the merger of MobileMedia  
into Arch Communications Group, Inc ("Arch") (Nasdaq:APGR).

In summary, MobileMedia's statement asserts that the Arch
Plan is superior to an Objectors Proposal filed by certain
of MobileMedia's creditors proposing a  merger of
MobileMedia and TSR Wireless, LLC ("TSR"); that the
Objectors  Proposal does not meet the requirements of the
Stipulation approved by the  Bankruptcy Court on March 23,
1999 (the "Requirements"); and that therefore the  
Objectors Proposal should be rejected and the Arch Plan
should be confirmed.

As contemplated by the Stipulation, the confirmation
hearing relating to the Plan was continued until April 12,
1999 (the "Continued Confirmation Hearing"), and certain
unsecured creditors that have opposed confirmation of the
Plan were permitted to deliver an alternative Objectors
Proposal for the reorganization of the Debtors on or before
April 1, 1999.

Unless the Objectors Proposal is withdrawn, the Bankruptcy
Court will decide at the Continued Confirmation Hearing
whether the Objectors Proposal is superior to the Arch Plan
and otherwise complies with the Requirements. Unless
the Court finds that the Objectors Proposal is superior and
satisfies all Requirements, the Arch Plan would be
confirmed, subject to a determination that it meets all  
requirements of the Bankruptcy Code.

MobileMedia believes the Objectors Proposal fails to meet
the requirements of the Stipulation for the following
reasons:  -- After taking into account all relevant
business factors, the Objectors Proposal is not superior to
the Arch Plan. On the contrary, MobileMedia believes that
the Arch Plan is superior to the Objectors Proposal

The Arch Plan is fully financed - Arch has fully committed
and available funding for the Arch merger.  The Arch Plan
has ample post-closing liquidity to operate going forward.
Arch stockholders, the Debtors' creditors and the FCC have
already given their approvals with respect to the Arch

The Arch Plan is a superior business combination. The
proposed merger with Arch represents a strategic business
combination that would create the second largest paging
company in the U.S.  --   The recovery available to the
Class 6 creditors is greater under the Arch Plan than under
the Objectors Proposal.  --   Financing for the TSR  
transaction is not committed or reasonably capable of being
obtained. The Objectors Proposal does not include  
commitments to provide any portion of the financing
necessary to effect the TSR transaction.  -- The Objectors
Proposal is incapable of being confirmed within a
reasonable period of time.  --   The TSR letter does not
constitute a "bona fide offer" for a merger between TSR and
MobileMedia, and the TSR letter and the investment  
banking letters included with the Proposal do not meet
the standards required by the Stipulation.

MONTGOMERY WARD: Extension of Exclusivity
Judge Walsh entered an Order (Doc. 4030) granting the
Debtors a fourth extension of their exclusive period during
which to file a plan through and including May 30, 1999,
together with an extension of their
exclusive periods during which to solicit acceptances of
that plan through and including July 30, 1999.

The debtor states that it will "file its plan of
reorganization and disclosure statement with the Bankruptcy
Court shortly," Montgomery Ward also makes it clear that a
detailed disclosure statement will not accompany the plan
submitted to the Court.  The sale of the Signature Group to
GE Capital will be a cornerstone of the Debtors' plan.  
"The sale is expected to close in the second half of 1999
after the receipt of all required insurance regulatory
approvals," the Debtors say. (Montgomery Ward Bankruptcy
News Issue 38; April 9, 1999 Bankruptcy Creditors' Service,
Inc., Phone 609-392-0900  FAX 609-392-0040)

MONTGOMERY WARD: Statement of Operations For March
Montgomery Ward Holding Corp. reports a net loss of $47
million on net sales of $288 million for the fiscal month
ending March 6, 1999.  This compares to a net loss of $44
million on net sales of $218 million for the fiscal month
ending January 30, 1999. (Montgomery Ward Bankruptcy News
Issue 38; April 9, 1999 Bankruptcy Creditors' Service,
Inc., Phone 609-392-0900  FAX 609-392-0040)

NEWSTAR RESOURCES: Announces Plan of Reorganization
Newstar Resources Inc. announces that on April 1, 1999,
Newstar Energy USA Inc., a wholly-owned subsidiary of
Newstar Resources Inc., and Newstar Energy of Texas LLC,
the Gulf Coast operating division of Newstar Energy USA,
Inc., both filed Voluntary Petitions for Order and Relief
under Chapter 11 of Title 11 of the United States
Bankruptcy Code.   Newstar's intention to file these
petitions was previously announced on March 19, 1999.

This week, the Company was prepared to file a Plan of
Reorganization with the United States Bankruptcy Court.  
However, after positive negotiations with creditors of both
subsidiaries, Newstar has elected to delay the filing in
order to receive the maximum possible support. Management
believes broad-based  creditor support prior to filing the
plan will allow both companies to  accomplish a timely and
successful reorganization.  The objective of the proposed
plan is to restructure the debt of the companies in order
to  facilitate a financing or joint venture arrangement to
continue developing core  properties in Pinconning,
Michigan and Madison County, Texas. Both properties contain
proven undeveloped reserves, which will contribute to
maximizing value for creditors and shareholders.  Support
of Newstar's Reorganization Plan will facilitate prompt
development of these properties.

Michigan-based Newstar Resources Inc. is an independent
natural gas and oil exploration and production company with
operations in Michigan, Ohio and Texas. The company's
common shares are traded on the Toronto Stock Exchange
under the symbol NER.

NIKKO ELECTRICS: Employees File Bankruptcy
Kyodo News reports on April 9, 1999 that a group of Nikko
Electric Industry Co. employees filed for court protection
from creditors under the Corporate Rehabilitation Law, a
private credit research agency said.

The Tokyo District Court accepted the application, lawyers
for the employees said.  Nikko Electric, a Tokyo-based
maker of electrical components for truck diesel  
engines, capitalized at 500 million yen, is listed on the
Second Section of the Tokyo Stock Exchange.

The liabilities left behind are estimated at 14.14 billion
yen, Teikoku Databank said.

Company management wanted to rehabilitate the company on
their own, but the group of employees decided to file for
court protection because they thought rehabilitation would
be impossible, the lawyers said.

Employees filing for court protection is quite rare, they
said. Nikko Electric employees have the right to file the
application after collecting some 300 million yen worth of
claims on the company, according to Teikoku Databank.

Under the rehabilitation law, those who have claims worth
more than 10% of a company's capital can file for court
protection.  The company's business has been severely
affected by a slump in the trucking industry stemming from
the current recession.

PETSEC ENERGY: Reports 1998 Results and Year-End Reserves
Under U.S. GAAP the Company reported a net loss of US$96.5
million, or US$4.48 per American Depositary Receipt.  This
is compared to a profit in 1997 of US$10.3 million, or
US$0.48 per ADR. The 1998 result includes an expense of
US$27.5 million for dry hole costs and a non-cash charge of
US$72.9 million reflecting the impact of lower oil and gas
prices on the carrying value of the Company's oil and gas

Net sales in 1998 were US$92.0 million, down from US$125.1
million in 1997 due to lower commodity prices (-14%) and
production (-15%). Net production for the year was 39.5

A disappointing drilling program in the year compounded by
low oil and gas prices caused the Company's financial
gearing to reach unacceptable levels. In December the
Company agreed to sell to Apache Corporation, 50% of
certain of its assets. The US$68.3 million sale was
completed on February 1, 1999, reducing bank debt to US$9
million and total debt to US$109 million. The US$100
million of interest only subordinated notes are due for
repayment in 2007.

Under US GAAP, for the three month period ended December
31, 1998, the Company reported a net loss of US$72.7
million, or US$3.38 per ADR, on revenue of US$19.8 million.
This is compared to net income in the December quarter of
1997 of US$3.2 million, or US$0.15 per ADR, on revenue of
US$33.2 million. The fourth quarter result was impacted by
a non-cash impairment expense of US$63.7 million arising
from low oil and gas prices.

RECYCLING INDUSTRIES: Authority For Postpetition Financing
Upon the motion of Recycling Industries, Inc., the court
entered an order on March 31, 1999,authorizing the debtors
to execute and deliver the DIP Loan Documents by and among
the debtors, General Electric Capital Corporation as agent
and lender, and the other named lenders, in accordance with
the term thereof.

RECYCLING INDUSTRIES: Order Authorizes Katten Muchin
The debtors, Recycling Industries, Inc. and its affiliated
debtors received court approval to hire Katten Muchin &
Zavis as counsel to the debtors.

By separate court order the debtors are authorized to
assume the Claims Administration agreement and the Employee
Health Benefits Administration Agreement.

The Tennessean reports on April 6, 1999 that Service
Merchandise Co. Inc. filed its annual report with the
Securities and Exchange Commission yesterday, disclosing
the dire financial picture that led to its recent
bankruptcy reorganization. The company also disclosed
yesterday the severance packages of several key  

The Brentwood-based retailer, which entered Chapter 11
proceedings March 15, posted a net loss of $110 million, or
a loss of $1.11 a diluted share, in the last fiscal year.
Net sales were $3.169 billion. That compares with the
previous fiscal year's loss of $91.6 million, or a  
loss of 92 cents a diluted share. Net sales were $3.662

Fourth-quarter net sales, which reflect the critical
holiday shopping period, decreased $157.6 million or 10.9%
when compared with the year-ago period. Same-store sales, a
barometer of operational health, decreased $171.3  
million, or 12.4% for the fourth quarter.

Gary M. Witkin, who resigned as chief executive officer in
January, has an agreement for $2.3 million in payments, up
to two years of health benefits and rights to his company
car Porsche. Prior to his March 23 appointment as CEO, Sam
Cusano, former chief financial officer, expected to leave.
His renegotiated severance agreement was to provide him
with $1.288 million in installments through May 29, 1999,
in addition to other benefits. The document suggests Cusano
would still get the severance package, even  
though he agreed to stay on as CEO. Under this arrangement,
he will get a base salary of $650,000 with an initial term
of three years. The deal is subject to bankruptcy court

Charles Septer, appointed president and chief operating
officer on March 23, is to get a base salary of $500,000
and bonuses of $250,000 on March 26 and April 23. The
agreement, which also entitles him to an annual bonus plan,
is also subject to court approval.

STORMEDIA: Order Authorizes Environmental Counsel
By order entered March 29, 1999, The Honorable Arthur S.
Wessbrodt granted the request of the debtors, Stormedia
Incorporated and its affiliates to employ Cox, Castle &
Nicholson as environmental counsel.

TELEGROUP INC: Reports Bankruptcy Filing to SEC
- ---------------------------------------------
Telegroup, Inc. (Nasdaq: TGRP) announced it has filed a
voluntary petition under Chapter 11 of the U.S. Bankruptcy
Code in order to facilitate a financial restructuring. The
Company filed the petition in the United States Bankruptcy
Court for the District of New Jersey.

The Company also has hired a New York-based corporate
turnaround specialist, Alvarez & Marsal, to guide it
through the restructuring process and develop restructuring
and other strategic alternatives including the possible
sale of the Company. David Walsh will serve as President
and Chief Operating Officer and Mark Valarde will serve as
Chief Financial Officer during the restructuring of the
Company. Clifford Rees will remain as the Company's
chief executive officer.

The Company said its foreign subsidiaries are not part of
the Chapter 11.

The Company expects that, subject to Bankruptcy Court
Approval, it will receive immediate access to its cash
collateral, which is adequate to support the ongoing
operations of the Company and its foreign subsidiaries. In
addition, the Company expects to receive additional
operating funds in the form of Debtor in Possession (DIP)

Telegroup said a general downturn in the capital markets
caused the Company to begin looking for alternative sources
of capital to refinance its maturing loans and to fully
fund its business plans. Since October, the Company has
been considering many financial restructuring alternatives
including raising funds through public or private equity,
attracting a strategic business partner, selling certain
business assets or filing a petition for relief
under Chapter 11 of the U.S. Bankruptcy Code. In addition,
Telegroup launched a operational restructuring plan to
scale back low margin wholesale business, reduce its
workforce, suspend its ATM network initiative and down-size
senior management.

Telegroup Inc. provides national and international long
distance telecommunications services, serving residential
and small and medium-sized business customers in more than
200 countries worldwide. Telegroup operates a global,
digital, facilities-based network, the Telegroup
Intelligent Global Network (R), which consists of 25 Nortel
GSP and Excel LNX voice switches in 12 countries, 23 Nortel
Passport ATM switches, 6 enhanced services platforms,
26,000 miles of owned and leased capacity on digital fiber-
optic cable links, and leased parallel data transmission

THE SCORE BOARD: 13th Interim Post-Petition Financing Order
The debtors, The Score Board Inc. and The Score Board
Holding Corporation received interim approval of the
thirteenth interim order for financing from the lender
pursuant to the budget.  The Score Board Budget Request
provides for Total disbursement from April 2, 1999 through
May 28, 1999 of $44,974.

THORN APPLE: Seeks OK For Commodity Trading on Margin
The debtor, Thorn Apple Valley, Inc. seeks authority for
commodity trading on margin.  In the ordinary course of the
debtor's business, the debtor protected itself from swings
in the prices of commodities such as pork bellies by
purchasing futures contracts on commodity exchanges such as
the Chicago Board of Trade as hedges.  ABN AMRO served as
the debtor's primary broker.  ABN AMRO is willing to allow
the debtor, post-petition to continue its commodities
trading in the account held for the debtor, subject to an
excess equity requirement (approximately $100,000).  The
debtor seeks court authority to allow the debtor to
continue its program of hedging against the risks of
volatility in pork prices.  Such transactions are ordinary
n operations of other meat processing and agricultural
concerns of the debtor's size.

UNITED COMPANIES: Seeks Time to Assume/Reject Leases
As of the commencement date of this case, the debtors,
United Companies Financial Corporation, et al., were
parties to approximately 265 leases or subleases of
nonresidential real property.   Due to the large number of
leases, the debtors' analysis thereof is anticipated to
take a considerable amount of time; and the debtors seek an
extension of time to assume or reject certain unexpired
leases of nonresidential real property, to and including
November 1, 1999.

The debtors state that in view of the size and complexity
of the debtors' business operations, the extension for
approximately six months is reasonable.


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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-
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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or publication in any form (including e-mail forwarding,
electronic re-mailing and photocopying) is strictly
prohibited without prior written permission of the

Information contained herein is obtained from sources
believed to be reliable, but is not guaranteed.   
The TCR subscription rate is $575 for six months delivered
via e-mail. Additional e-mail subscriptions for members of
the same firm for the term of the initial subscription or
balance thereof are $25 each.  For subscription
information, contact Christopher Beard at 301/951-6400.  
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