TCR_Public/990415.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
     Thursday, April 15, 1999, Vol. 3, No. 73


AAFG: Announces Postponed Court Date
AMERITRUCK: Debtors Oppose Volvo's Relief From Stay
AMPACE: Committee Objects to Exclusivity Extension
BIG RIVERS: Examiner's Fee Tops $2 Million
BRAZOS SPORTSWEAR: Receives Court Approval on Permanent DIP

CENTENNIAL COAL: Seeks To Extend Exclusivity
COMMERCIAL FINANCIAL: Seeks To Extend Exclusivity
CONCORD ENERGY: Seeks Authority For Sale of Certain Assets
EDISON BROS: J. Baker, Inc. Intends To Acquire REPP
EXCALIBUR FINANCIAL: Court To Consider Disclosure Statement

FACTORY CARD: Seeks To Reject 13 Leases
FIRSTPLUS FINANCIAL: Hearing Scheduled For Lease Rejections
GAYLORD COMPANIES: Seeks Entry of Final Decree
JUMBOSPORTS: Announces Management Change
KIWI: Appeal To Get Back In Air Postponed

KOKUMIN BANK: Loses 100 B. Yen in Deposits Thurs.-Mon.              
MEDMAX: Case Summary & 20 Largest Creditors
MOBILEMEDIA: Expiration Date For Rights Offering
NU-KOTE: To Enter Insurance Premium Financing Agreement
PHOTRAN: Ceasing Business Operations

RAINTREE: Announces New Board of National Experts
S3 LTD: Filing For Chapter 11 Bankruptcy Protection
SANTA FE GAMING: Announces Filing of Plan By Pioneer
SOUTHERN PACIFIC: BOMAC Seeks Relief From the Stay
TELEGROUP INC: Seeks Bar Date of June 15

WILSHIRE FINANCIAL: Taps Heller Ehrman as Banking Counsel
ZENITH: Bondholders Agree To Financial Restructuring


AAFG: Announces Postponed Court Date
All American Food Group, Inc. (OTC Bulletin Board: AAFGQ),
announced today that the court hearing on its motion before
US bankruptcy judge the Honorable Stephen A. Stripp, to
issue additional shares to assist it in its reorganization
efforts, was postponed one week, to Monday April 19, 1999,
at 10:00 AM.  The postponement was a procedural matter, and
will not affect the opening of the Company's new
gourmet web site,  " ."

The new web site is now undergoing significant design
improvement in preparation for the opening.  According to
CEO Andrew Thorburn, "We feel quite bullish about the
opportunity to turn the Company around. We will be opening  
our Gourmet Page website on the announced date, April 21,
and in the interim, we have made additional agreements with
several new gourmet food vendors who will be adding great
depth to our gourmet selections."

AMERITRUCK: Debtors Oppose Volvo's Relief From Stay
The debtors, AmeriTruck Distribution Corp. together with
its wholly owned direct and indirect subsidiaries file an
objection to the motion of Volvo Commercial Finance LLC The
Americas' motion for relief from the automatic stay.  The
debtors state that Volvo is adequately protected by an
equity cushion in the units subject to financing; and by
weekly payments on the leased units; and by security
deposits in excess of $3 million and continued maintenance
of all units.  In sum, the debtors claim that Volvo has not
shown, nor can it show, that it has been harmed by the
pendency of the automatic stay.

AMPACE: Committee Objects to Exclusivity Extension
The Official Committee of Unsecured Creditors of Ampace
Corporation and Ampace Freightlines, inc. objects to the
debtors' motion for an order extending the exclusive
periods during which the debtors may file plans of
reorganization and solicit acceptances of such plan.  

The Committee states that the debtors have made little, if
any, progress toward reorganization.  The Committee states
that the modest accomplishments that have been made have
cost in excess of $300,000 in fees.  The Committee
complains that the debtors now seek four more months to
"wait and see" whether the sole remaining facility in
Calhoun, Georgia can be operated as a "stand alone"
facility or can be sold.  The Committee believes that the
debtors are headed for liquidation, and in any event see no
reason why a plan can not be filed now.  Under the
circumstances, the committee states that good cause does
not exist to extend exclusivity.

BIG RIVERS: Examiner's Fee Tops $2 Million
The dispute over examiner fees in Big Rivers Electric
Corp.'s chapter 11 case has finally been put to rest, with
the U.S. Bankruptcy Court in Louisville, Ky., awarding
total final compensation of roughly $2.6 million for J.
Baxter Schilling. While this amount might be portrayed as
huge or staggering if viewed in isolation and taken out of
context, Judge David Stosberg said in a recent opinion
that, "when compared to frivolous millions of dollars
wasted on the [PacifiCorp Kentucky Energy Corp.] contract,
the amount is extremely reasonable -- indeed a downright
bargain." Contrary to Big Rivers' position that its
original deal with spurned suitor PacifiCorp served as a
building block with which the confirmed reorganization plan
was built, the ruling states, "it served as nothing more
than an extravagant diversion that distracted the parties
from devoting their efforts to what should have been their
true quest." Judge Stosberg said the case should have been
a simple liquidation with Big Rivers sold outright and then
dismantled along with its distribution cooperatives,
leaving the customers in the hands of an efficient, well-
run utility like LG&E Energy Corp. "[T]he Court recalls no
other case so bedeviled with such problems as
mismanagement, fraud, 75 lawsuits, a related complicated
chapter 11, billions of dollars, contentious parties, and
an unsympathetic Public Service Commission," Judge Stosberg
wrote. As widely reported, pursuant to the confirmed plan,
LG&E is leasing Big Rivers' generation assets under a 25-
year deal.  (The Daily Bankruptcy Review and ABI Copyright
April 14, 1999)

BRAZOS SPORTSWEAR: Receives Court Approval on Permanent DIP
Brazos Sportswear, Inc. (OTC Bulletin Board: BRZS) said
today that it has received final Bankruptcy Court
approval of  the company's $62.5 million debtor-in-
possession (DIP)financing facility.

Under the DIP facility the company's existing bank group,
led by Fleet Capital Corporation as agent, will provide up
to $62.5 million in post-petition financing to Brazos
Sportswear.  The proceeds of the facility will be used to  
purchase goods and services and fund the company's ongoing
operating needs during its restructuring process. The
company and its subsidiaries filed Chapter 11 petitions in
the U.S. Bankruptcy Court for the District of Delaware  in
Wilmington on January 21, 1999.

"We believe the DIP financing facility will provide
adequate financial resources to fund our post-petition
vendor and employee obligations and other operating
requirements as Brazos moves forward in its restructuring,"
said Gilbert C. Osnos, interim president and chief
executive officer.  

Brazos Sportswear, Inc., designs, produces and markets
moderately priced sportswear.  Headquartered in Cincinnati,
Ohio, it operates manufacturing, distribution and sales
facilities in 7 states.

CENTENNIAL COAL: Seeks To Extend Exclusivity
The debtors, Centennial Coal, Inc., Centennial Resources,
Inc., CR Mining Company and B-Four Inc., seek to extend the
exclusive period within which to obtain acceptances of the
plan to and including July 12, 1999.  The debtors have
prepared and filed their plan and Disclosure Statement.  
The debtors submit that the requested extension is
warranted to allow the debtors additional time to complete
the sale process which is already well under way and
effectuate the sale.

COMMERCIAL FINANCIAL: Seeks To Extend Exclusivity
The debtors, Commercial Financial Services, Inc., and
CF/SPC NGU, Inc., request that the court enter an order
extending the periods within which each of the debtors has
the exclusive right to file a plan of reorganization and
solicit acceptances of a plan.

The debtors have been actively negotiating with prospective
buyers of the debtors' business operations in order to
maximize the estate for the benefit of all creditors, and
the debtors anticipate that these negotiations may be
concluded within the next 60 days.  The debtor relies on
the size and complexity of the cases as just cause for the
extension of exclusivity and reasons that additional time
is necessary to build a consensus with the Committees.  The
debtor seeks an extension to file a plan of reorganization
through and including July 9, 1999.  The debtors seek an
extension of the exclusive period to solicit acceptances of
a plan of reorganization through and including September 7,

CONCORD ENERGY: Seeks Authority For Sale of Certain Assets
Knight Equipment and Manufacturing Co., ("KEMCO") debtor,
files a motion to authorize the sale of certain assets and
assumption and assignment of certain personal and real
property leases.  

KEMCO seeks authority to sell certain assets of DEMCO and
to assume and assign certain personal property leases to
Hanover Compressor Company pursuant to a definitive
purchase and sale agreement to be executed and entered into
by KEMCO and Hanover.

Hanover would purchase all inventory, excluding plants
which are presently serving as collateral for KEMCO
bondholders, certain fixed assets including furniture,
fixtures, equipment and tools, all tangible assets,
including software, engineering drawings, intellectual
property rights, and the exclusive right to use the trade
name "KEMCO."  The purchase price for the designated assets
is $1.65 million.

EDISON BROS: J. Baker, Inc. Intends To Acquire REPP
J. Baker, Inc. (NASDAQ:JBAK) announced it has signed a
letter of intent to acquire substantially all of the assets
of the REPP Big & Tall and REPP by Mail divisions of Edison
Brothers Stores, Inc., currently operating under the  
protection of Chapter 11 of the United States Bankruptcy
Code. REPP Big & Tall  operates a chain of 175 retail
stores offering quality clothing and sportswear  for the
big and tall man. The all cash purchase price of $33
million, subject  to adjustment, is for the acquisition of
approximately 175 REPP Big & Tall  stores and the REPP by
Mail catalog business.

Completion of the transaction is subject to the approvals
of Edison Brothers' Board of Directors, J. Baker's Board of
Directors and lenders, the satisfactory  completion of J.
Baker's confirmatory due diligence review, and the approval
of  the United States Bankruptcy Court for the District of
Delaware.  J. Baker, Inc. is a leading specialty retailer
of apparel and footwear.

EXCALIBUR FINANCIAL: Court To Consider Disclosure Statement
On March 4, 1999, Excalibur Financial Services LP a/k/a PBC
Partners, LP and PBC Acceptance LLC, PBC Servicing
Corporation and Rapid Acceptance Corporation filed with the
US Bankruptcy Court for the District of Delaware their
joint Chapter 11 plan of liquidation proposed by the
debtors and Joint Disclosure Statement of debtors in
connection with the solicitation of ballots with respect to
the joint plan of liquidation under Chapter 11.  A hearing
will be held on May 13, 1999 at 11:00 AM before The
Honorable Peter J. Walsh to consider the adequacy of the
information contained in the Disclosure Statement.

FACTORY CARD: Seeks To Reject 13 Leases
The debtors, Factory Card Outlet Corp., and Factory Card
Outlet of America Ltd. seek court approval to reject 13
unexpired leases of nonresidential real property and
certain related termination agreements.

Based on a review and analysis of their leases, and with
the help of DJM Asset Management LLC, a ela estate
consulting firm, the debtors have degermined that it is in
their best interest, and in the best interest of their
creditorsand all parties in interest to reject the leases.
The leases are located in Texas, Ohio, Florida, New York,
Minnesota, Indiana, Illinois and Kentucky.  The debtors
have never occupied the leased premises and do not intend
to do so.

The company announced on April 14, 1999 that it will be
closing a total of 27 stores. After taking into account the
stores that it intends to close, the Company will be
operating 183 company-owned stores in 21 states."
The Company anticipates that the sales will commence
shortly prior to Mother's Day and should be concluded in
June, 1999.

FIRSTPLUS FINANCIAL: Hearing Scheduled For Lease Rejections
A hearing has been scheduled for April 19, 1999  to
consider the motion of the debtor, FirstPlus Financial,
Inc. to reject the non-residential real estate leases.

GAYLORD COMPANIES: Seeks Entry of Final Decree
The Plan Proponent, Newsstand of America Inc., on behalf of
Gaylord Book Company, Gaylord's Inc., Sawworth Book Company
and Gaylord Enterprises, Inc. has filed its final report
and account and application for approval of final report
and entry of final decree.  The Bookstore debtors submit
that their plan of reorganization has been consummated,
with the exception of ongoing payments to certain
creditors, and that entry of a final decree and order
closing the case is appropriate.

JUMBOSPORTS: Announces Management Change
JumboSports Inc. (OTC Bulletin Board: JSIBQ) today
announced the appointment of Al Fasola as Chief Executive
Officer and Mike Worrall as President, replacing Jack E.
Bush, effective immediately.  Bush, formerly Chairman,
President and Chief Executive Officer, will continue  
to serve as Chairman of the Board, while Fasola, Worrall
and Robert Floum, Chief Operating Officer, will manage the
Company's day-to-day operations going forward.

Management also announced that Jerry Kollar, Vice President
and Controller, will assume additional responsibilities in
the financial area, becoming Chief Financial Officer.  Ray
Springer, formerly Chief Financial Officer, will act as
a consultant to the Company.

In announcing the management changes, Bush said, "Restoring
our Company's financial health and emerging from bankruptcy
is our top priority.  Al Fasola and Mike Worrall are highly
recommended to the Company as strong leaders with  
extensive knowledge of the sporting goods industry and
years of experience in  challenging turnaround situations."

He continued, "The official committees of bondholders and
unsecured creditors have great confidence in Al and Mike's
leadership abilities, which encourages us that we will be
able to negotiate an effective reorganization strategy."

As previously announced, JumboSports, with the support of
its ad hoc bondholder committee, filed a voluntary petition
under Chapter 11 of the Bankruptcy Code on December 27,
1998, in order to facilitate a planned financial

Tampa-based JumboSports Inc. operates 42 sporting goods
superstores in 18 states, not including 17 stores set for
closure in 1999.  The Company is a full-line retailer of
quality name brand sports equipment, athletic apparel and  

KIWI: Appeal To Get Back In Air Postponed
The Record Northern New Jersey reports on April 13, 1999
that Kiwi International Air Lines, grounded by federal
transportation officials nearly three weeks ago for safety
concerns, will not fly at least for another week. Kiwi
spokesman Rob Kulat said Monday that the airline's appeal
of the Federal Aviation Administration's license
revocation, originally scheduled for today, has been pushed
back to April 20 while lawyers for both sides continue  
preparations. The FAA grounded Kiwi on March 24, saying it
had repeatedly flown planes that were unsafe, and that it
was "unable or unwilling to provide service with the
highest possible degree of safety." Kiwi filed for
bankruptcy protection on March 23 as part of a bailout plan
involving Pan American  Airways, which was supposed to
purchase Kiwi's assets for $3 million, but Pan Am has since
backed out of the deal.

KOKUMIN BANK: Loses 100 B. Yen in Deposits Thurs.-Mon.              
About 100 billion yen in deposits flowed out of Kokumin
Bank from last Thursday through Monday, Financial
Supervisory Agency Deputy Commissioner Hideichiro Hamanaka
said Tuesday.

The second-tier regional bank in Tokyo was declared
insolvent and put under control by government-appointed
administrators Sunday, after media reports came  out on its
insolvency Thursday.

Deposit withdrawals at Kokumin Bank subsided Tuesday, but
still continued, Hamanaka said in a regular news

Hamanaka called for calm on the part of depositors at the
bank, emphasizing that its deposits will be fully

In the news conference, Hamanaka also said the FSA that has
inspected major banks and been inspecting securities firms
intends to start inspection of other financial
institutions, such as shinkin banks and insurance
companies, by the end of June (Jiji Press - 04/13/99)

MEDMAX: Case Summary & 20 Largest Creditors
Debtor:  MedMax Inc.
         17117 W. Nine Mile Road
         Suite 800
         Southfield, Michigan 48075

Court: Eastern District of Michigan

Filed: 03/26/99    Chapter: 11

Debtor's Counsel:
Barbara J. Rom
Pepper Hamilton LP
100 Renaissance Center, 36th Floor
Detroit, Michigan 48243-1157
20 Largest Unsecured Creditors:

   Name                              Amount
   ----                              ------         
JJ Gumberg Company                   93,496
Arrow Corporation                    93,060
Roosevelt LLP      91,831
Lincoln Plaza Associates   89,528
Detroit Newspapers     89,000
Dykema Gossett      85,343
Krakzo Realty Trust     83,629
Stroschen Pointe Partners    79,282
Oakland Square Limited    78,709
Beiersdorf Jobby, Inc.     77,833
Cardinal Healthcare    421,425
Byram Health Care Centers Inc.  336,626
Kolon, Bettker & Desmond   293,926
Invacare      245,373
Bunesse Medical         224,058
Pride Health Care    157,560
Information Technology MPDB   134,952
Nellcor Puritan Bennett   128,387
Federal Realty      97,776
Rebphonics       93,647

MOBILEMEDIA: Expiration Date For Rights Offering
In conjunction with their pending merger, Arch
Communications Group, Inc. (Nasdaq: APGR) and  MobileMedia
Corporation today announced that an expiration date of May
14, 1999 (5:00 p.m. New York City time) has been
established for the rights offering to MobileMedia's
unsecured creditors and the rights offering to Arch's
stockholders of record on January 27, 1999.

As previously announced, the U.S. Bankruptcy Court for the
District of Delaware entered an order on April 12, 1999
confirming MobileMedia's Third Amended Plan of
Reorganization and clearing the way for the merger between
Arch and MobileMedia, which is expected to close in early

MacKenzie Partners, Inc. is the information agent for each
of the rights offerings.  For investors with questions
pertaining to either rights offering, MacKenzie Partners
may be reached at (800) 322-2885.

NU-KOTE: To Enter Insurance Premium Financing Agreement
The debtors, Nu-Kote Holding, Inc. and its debtor
affiliates request authority to enter into an insurance
premium finance agreement with Cananwill, Inc.

In order to pay for the policies, Cananwill has agreed to
finance the payment of the premiums for the policies
substantially in accordance with the terms of the
agreement.  The agreement provides for an amount financed
of $1.098 million, monthly payments, an annual percentage
rate of 5.19% for total payments of approximately $1.138 to

PHOTRAN: Ceasing Business Operations
Photran Corporation (Nasdaq:PTRN) said that it is ceasing
operations and will terminate its remaining employees
effective immediately. The action follows a series of  
setbacks that leaves Photran without money for ongoing

Photran management made the decision to close down the
Lakeville-based company late Monday after Photran's
principal secured creditor, and its primary
source  of funding for the past year, notified Photran's
board that it would not extend  additional credit necessary
to continue operations. The creditor cited a  continued
soft market for Photran's coated glass products
and the company's  defaults under existing credit

Photran management expects to file a Petition for Relief
under Chapter 7 of the Bankruptcy Code as soon as possible.
Creditors and shareholders will receive formal notice of
the bankruptcy filing from the United States
Bankruptcy Court, District of Minnesota.

At the company's request, trading in Photran stock was
halted before the market opened this morning. Employees
were told shortly thereafter. Over the past  
year, Photran terminated most of its 100-plus person
workforce, and pursued aggressive marketing activities in
an effort to offset continued weakness in the Asian
economy, the primary market for Photran's products.

Photran Corporation developed, manufactured and marketed
high performance optical and electrically conductive thin-
film-coated products using proprietary process technology.
The company produced products for the flat-panel display  

RAINTREE: Announces New Board of National Experts
RainTree Healthcare Corporation announced that it has named
four new members to its board of directors.  These members
were nominated by RainTree's major stockholders,  
Merrill Lynch, Morgan Stanley Dean Witter and Capital
Research & Management Company.

The new directors are John S. Belisle, New York, N.Y.;
Martin Fenton, La Jolla, Calif.; Michael Jeffries,
Scottsdale, Ariz.; A. Whitman Marchan, Quechee, Vt.;
and Mark Penn, Washington, D.C.

The new appointments were made in accordance with the Plan
of Organization, which was confirmed by the U.S. Bankruptcy
Court for the District of Arizona in Phoenix, Arizona, on
January 20, 1999, and effective January 31,1999.  Prior to
its reorganization, the company was known as Unison
Healthcare Corporation  ("Unison").

The confirmed Plan allowed the majority stockholders, who
together hold 65% of the stock of the reorganized company,
to nominate new members in lieu of a formal and costly
shareholder meeting.  This is RainTree's first phase of its  
emergence from reorganization proceedings.

The company is reportedly divesting itself of less
productive activities to enable the executives and
administrators to focus on the core business of caregiving.

RainTree Healthcare Corporation leases and operates 32
long-term and specialty care facilities with 3,284 licensed
beds and 3 assisted living facilities with 214 units in
Texas, Arizona, Colorado, Alabama, Indiana and Michigan.  
It ranks as one of the 30 largest long-term care operators
in the United States.  The company seeks to operate its
business as an interrelated network of services to
provide a full continuum of cost-effective long-term and
specialty care.

S3 LTD: Filing For Chapter 11 Bankruptcy Protection
The Virginian Pilot Ledger Star reports on April 13, 1999
that S3 LTD, a high-tech and outsourcing firm that streaked
to prominence in recent years as a result of its rapid
growth, is filing for Chapter 11  

None of S3's 1,000 or so workers worldwide - including 200
in Hampton Roads - will be laid off, said Bob Martin, S3
"S-cubed" vice president of operations. "As far as we're
concerned, it's a management-level reorganization," Martin  
said. "With any luck, the restructuring will be transparent
to our employees."

S3's sales growth shot the company to berths on a number of
hot business lists, including the Virginia Chamber of
Commerce's "Fantastic 50" and Inc. magazine's compendium of
the 500 fastest- growing private companies in the nation.

In 1997, S3 landed the 360th spot in Inc.'s list for
increasing revenue 700 percent in five years, from $1.2
million to $10.4 million annually. In the same period, it
went from losing money to breaking even.

The company specializes in logistics management systems,
outsourcing and computer systems support. It has offices in
30 states, Puerto Rico and Guam, and does business
overseas. Past clients include Dyncorp, the Federal
Aviation Administration, Tenneco, Lockheed Martin, AT&T and
Newport News Shipbuilding. S3 has $600 million in
outsourcing contracts with the Navy and the General  
Services Administration.

Several investment and organizational consultants will help
S3 with its reorganization, which could take six months.

SANTA FE GAMING: Announces Filing of Plan By Pioneer
Santa Fe Gaming Corporation ("SFGC") announced that on
Monday, April 12, 1999, its subsidiary, Pioneer Hotel, Inc.  
("PHI") filed a voluntary petition for relief under chapter
11 of the United  States Bankruptcy Court for the District
of Nevada and in conjunction therewith  a joint plan of
reorganization and disclosure statement with Pioneer
Finance  Corp. ("PFC"), with respect to PFC's 13-1/2% First
Mortgage Bonds due 1998.   The joint plan of reorganization
was filed in accordance with the consents obtained from
holders of approximately 75% of the outstanding principal
amount of 13-1/2% bonds, pursuant to which PFC
agreed to file for relief under Chapter  11 and the
consenting holders agreed to vote to accept a plan of
reorganization  substantially similar to the one
filed.  PHI owns and operates the Pioneer  Hotel & Gambling
Hall in Laughlin, Nevada.  In conjunction with the filing
by  PHI, a hearing was held before the Bankruptcy Court, in
which the Court, among  other things, ordered that PHI is
authorized to pay pre-petition employee wages  and benefits
and to continue to operate in the ordinary course.  In
addition, the Court set May 25, 1999, for the disclosure
statement hearings and August 10  and 11, 1999, for
confirmation hearings on the joint plan of reorganization.

Santa Fe Gaming Corporation owns and operates the Santa Fe
Hotel and Casino in northwest Las Vegas and the Pioneer
Hotel and Gambling Hall in Laughlin, Nevada.  In addition,
SFGC holds several real estate parcels for development  
within or in the area surrounding Las Vegas, Nevada.

SOUTHERN PACIFIC: BOMAC Seeks Relief From the Stay
BOMAC Capital Mortgage, Inc. seeks relief from the
automatic stay because under the terms of various
agreements between the DIP and BOMAC< BOMAC is the owner of
the beneficial interest in certain residual deferred
payments to be pa8id from individual loans originated by
BOMAC.  That is, BOMAC is entitled to the excess cash flow
from all of the loans BOMAC originated an d contributed to
the securitization trusts. BOMAC is seeking a declaration
that the residuals originated by BOMAC belong to BOMAC; to
enjoin the DIP from selling BOMAC's undivided interest in
the residuals over BOMAC's objection without first filing
an adversary proceeding and obtaining authority to sell
BOMAC's undivided interest; seeking an order authorizing
BOMAC to "delink" or unbundle the mortgage loans originated
by BOMAC; and seeking to enjoin the DIP from selling the
residuals in bulk before the court has fully reviewed the
question of whether the DIP should simply hold the residual
interests for an extended period of time in order to
realize the maximum value from the residuals, instead of
conducting a bulk sale of the residuals.  The approximate
value of the BOMAC residuals as of September 30, 1998 was
$17.856 million.

BOMAC is also the owner of pre-payment penalties in the
amount of $1.5 million, collected by the DIP for BOMAC's
benefit, but not remitted to BOMAC.  BOMAC is requesting
that it receive adequate protection with regard to that

TELEGROUP INC: Seeks Bar Date of June 15
The debtor, Telegroup, Inc. is requesting that the
Bankruptcy Court for the District of New Jersey fix a bar
date or last date for the filing of proofs of claim.  The
debtor requests that the court set June 15, 1999 at 4:00 PM
as such bar date.

Wilshire Financial Services Group Inc. (Nasdaq:WFSG)
announced that its reorganization plan has been approved by
the United States Bankruptcy Court for the
District of Delaware.

As a result, the Company now has court approval to
implement its corporate restructuring.  The key element of
the restructuring is the exchange of the Company's  
outstanding long-term debt, totaling approximately $184
million into 100% of the common stock of the reorganized
company. A portion of this new common stock will be
reallocated so that the current shareholders will receive
approximately  0.6% of the outstanding shares of the new
common stock. The Company also will acquire the loan
servicing operations of Wilshire Credit Corporation, a
private company. The Company then will be able to service
its own assets and provide third party servicing. This
should produce additional revenues for the Company and
eliminate potential conflicts of interest.

Wilshire Financial Services Group Inc. is a diversified
financial services company conducting business in the U.S.,
U.S. Territories and Europe. The Company specializes in
loan portfolio acquisition, mortgage banking, and  
servicing. It offers wholesale banking through a
subsidiary, First Bank of Beverly Hills, F.S.B. The Company
is headquartered in Portland, Oregon, USA and has offices
in California and in the United Kingdom, France, and

WILSHIRE FINANCIAL: Taps Heller Ehrman as Banking Counsel
The debtor, Wilshire Financial Services Group, Inc. seek
court authority to employ and retain Heller Ehrman White &
McAullife, PC as special banking regulations counsel for
the debtor effective as of April 9, 1999, the petition

The firm will provide legal advice with respect to
compliance with federal banking regulations and other non-
bankruptcy legal issues arising in connection with their
reorganization; and to assist the debtor in obtaining DIP

Compensation will be payable on an hourly basis.  The
principal attorneys designated to represent the debtor
charge between $200 and $430 per hour.

ZENITH: Bondholders Agree To Financial Restructuring
The Chicago Daily Herald reports on April 3, 1999 that  
Zenith Electronics Corporation announced it has agreed in  
principle for a financial restructuring of the company with
an ad hoc committee of bondholders, and that its quarterly
net loss shrank. The ad hoc committee informed Glenview-
based Zenith that its members own or control more
than 50  percent of Zenith's outstanding 6 1/4 percent
Convertible Subordinated Debentures due 2011. Terms of the
bondholder agreement will be part of an amendment to
Zenith's registration statement, which is being reviewed by
the Securities and Exchange Commission. After the SEC
review, Zenith will solicit bondholder votes for approval
of a prepackaged plan of reorganization under Chapter 11.
Glenview-based Zenith's fourth-quarter net loss was $87.7
million, or $1.30 per share, vs. a net loss of $155.7
million, or $2.32 per share, the  same quarter a year ago.
The results include a $94.5 million restructuring  charge
in 1998 and a $53.7 million asset impairment charge in
1997. Sales were  $310 million in 1998 and $348 million in


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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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