TCR_Public/990511.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
     
     Tuesday, May 11, 1999, Vol. 3, No. 90

                   Headlines

BROOKE GROUP LTD.: Announces Common Stock Offering
CATALYST SEMICONDUCTOR: Amendment of Bank Loan Agreement
CLARK BAR: Stalls for More Time for Investors
CROWN BOOKS: Creditors' Committee Objects to Extension
DEGEORGE FINANCIAL: Announces Bankruptcy Filing

DEGEORGE FINANCIAL: Case Summary
DOYLE WILSON: Home Builder Files for Bankruptcy
FACTORY CARD: Taps DJM Asset Management
FORMAN PETROLEUM: Announces Pending Chapter 11
FORMAN PETROLEUM: Executes Stay of Litigation

FPA MEDICAL: Bahadur Named Trustee
GENEVA STEEL: Taps Madson & Metcalf as Special Counsel
GOLDEN BOOKS: Bar Date Set For May 26
IGI INC: Target of Lawsuit
LIGGETT: Mounting Litigation, Declining Sales

INTEGRATED SENSOR: Enters Into Merger Agreement
MAIDENFORM: Seeks Date For Confirmation Hearing
MCA FINANCIAL: Motion Filed To Disburse Monies To Creditors
MCA FINANCIAL: Shoreline Bank Seeks Relief From Stay
MEDAPHIS CORP: Disposes of Electronic Management Division

MEDPARTNERS INC: Dispositive Controlling Interest?
MOBILEMEDIA: Posts Loss, License Sale Pending
SOUTHERN PACIFIC: Plan and Disclosure Statement
TRANSAMERICAN ENERGY CORP: Files Bankruptcy
VENCOR: Standstill and tolling Agreements Extended

WIRELESS ONE: HQ Landlord Objects To Extension
ZENITH ELECTRONICS CORP.: Obtains Loan Repayment Extension

Meetings, Conferences and Seminars

                   *********

BROOKE GROUP LTD.: Announces Common Stock Offering
--------------------------------------------------
Brooke Group Ltd., a holding company for several companies
engaged in the manufacture and sale of cigarettes, both in
the United States and in Russia, announced this week the
availability of common stock.  Efforts by present
stockholders to sell off shares has created this stock
offering.  Over 16 million of the nearly 21 million
outstanding shares of common stock may be available for
purchase.  The stock's symbol is BGL on the New York Stock
Exchange.  In addition to interests in cigarette
manufacture and sales Brooke is also engaged in banking,
brokerage and real estate in the U.S. and Russia.  Since
the company admits to being highly leveraged, with negative
net worth and experiencing significant losses, caution is
advised anyone considering investment.  Operations in
Russia are subject to political or diplomatic developments,
regional tensions, currency repatriation restrictions and
foreign exchange fluctuations, all of which may impact
negatively on the company.  Liggett, the former Liggett &
Myers Tobacco Co., and Brooke's wholly owned subsidiary,
has been the target of increasing litigation and declining
tobacco sales.

Reports, proxy statements, and other information is
available at
http://www.sec.gov/cgi-bin/srch-edgar?0000950144-99-005292
via the Internet at no charge.


CATALYST SEMICONDUCTOR: Amendment of Bank Loan Agreement
-----------------------------------------------------------
Catalyst Semiconductor, Inc. (OTC:CATS) announced that it
has amended its loan and security  agreement with Coast
Business Credit, the Company's principal lender, to reduce  
the interest rate and fees, extend the term by two years
and make the financial  covenants less restrictive. Under
the amended agreement the Company can borrow up to
$5,000,000 based on the value of certain receivables. As
previously reported, the Company had been in default under
the previous loan covenants and had been operating under a
forbearance agreement.

The Company is currently in compliance with all the terms
of the amended loan agreement. The Company also announced
that it has settled a previously disclosed disputed
obligation of $1,600,000 with Micro-Comp Industries. Under
the settlement, Catalyst agreed to pay a total of $800,000,
of which $400, 000 has been paid and the remaining $400,000
is payable over the rest of the calendar year. The company
has also fulfilled its final obligation under an agreement
reached in September 1998 with Intel Corp, regarding
certain past due royalty payments.

Radu Vanco, Company's President and CEO, said "These
actions represent significant steps toward implementing the
financial recovery plan we initiated a year ago and will
have a significant effect in correcting the Company's net
worth deficit starting with the quarter ended April 1999.
We have a cash balance in excess of $2,000,000 which
combined with the improved recent  financial results, help
create a more normal environment for the Company's  
operations."


CLARK BAR: Stalls for More Time for Investors
----------------------------------------------
Clark Bar America Inc., which is just a day away from
auction, is still hoping to locate an investor that will
save the company, according to The Pittsburgh Post-Gazette.
Los Angeles investor Jon Keffalas, who has said he would
keep the candy bar company open in the region, needs 30
additional days to complete a financial packaged, union
officials said. And he needs to beat a $1.68 million bid on
the table by Pearson Candy Co. of St. Paul, as well as any
other bid that may come in at auction. The company, which
filed chapter 11 in early March, has not released the names
of potential buyers, but reportedly the list includes a
doctor and Sherwood Brands Inc., a candy and cookie
manufacturer. Union workers are pulling for Keffala's
offer, because he promised to keep the business in the
region if the union would work with him. (ABI 10-May-99)


CROWN BOOKS: Creditors' Committee Objects to Extension
------------------------------------------------------
The Official Committee of Unsecured Creditors of Crown
Books Corporation and its affiliated debtors objects to the
debtors' requested extension of the debtors' exclusive
periods to file a plan of reorganization and solicit
acceptances thereto.

The Chairman of the Committee, Alex Gigante stated in
March, 1999 that, "Crown's proposed equity-recapitalization
plan has no support among Committee members and will not be
a productive basis for consensual plan discussions."

The Committee quotes Anna Currence, President and COO of
Crown as saying, "Frankly...we're of the opinion that we
can wear them down."

The Committee asserts that a third extension of exclusivity
is not warranted in order to reach a consensual plan.  The
Committee has told the debtor to hire an investment banker
to market the company for sale, and the debtor has refused.  
The Committee also asserts that the debtors have refused to
cooperate with potential buyers that have expressed
interest in the company.  The Committee argues that
exclusivity should not be extended to allow the debtors to
wear down the creditors; and because the debtors have no
intention of reaching a consensual plan, exclusivity should
end.


DEGEORGE FINANCIAL: Announces Bankruptcy Filing
-----------------------------------------------       
DeGeorge Financial Corporation (DEGE) announced that it has
been forced to file for bankruptcy protection in federal
court in Delaware. This action was precipitated by the
abrupt cutoff of funding to the Company by Residential  
Funding Corporation, a subsidiary of General Motors
Acceptance Corporation ("GMAC-RFC") in December of last
year, and follows significant layoffs of Company personnel
which took place earlier this year.

DeGeorge's Chairman and Chief Executive Officer, Peter R.
DeGeorge, commented "We are saddened by the necessity of
having to take this action. We don't consider this a
business failure. In December we had the highest inventory
of orders in the Company's fifty-year history. We also had
the highest order rate (nearly 1200 orders per month) and
the largest number of sales personnel (almost 750) in our
history. What ultimately killed us was the abrupt
withdrawal of funding by GMAC-RFC, which refused to
purchase additional construction loans in accordance with
our agreement even as older loans were being paid off."

Greg Hendel, President and Chief Operating Officer of the
Company continued "We maintain that we would have been
profitable in 1999 if the GMAC-RFC agreement had continued
in place until its expiration in June of this year. We  
think that this would have happened without our exceeding
the $300 million funding cap in the agreement, if we had
been allowed simply to replace maturing loans with new
ones. We believe that we have a winning lawsuit against
GMAC- RFC, supported by our largest bondholder, which we
intend to pursue in bankruptcy court for the benefit of our
creditors and stockholders."

DeGeorge Financial Corporation provided access to home
ownership for people who lacked a sufficient down payment
or sufficient income to support the purchase of the home
they desired through conventional mortgage programs.  
Through its packaging of financial services and customer
support, the Company enabled its customers to reduce the
cost of home construction by eliminating the general
contractor, the intent of which was to create an equity
position that served as the down payment for permanent
financing upon the conclusion of the home construction
process.


DEGEORGE FINANCIAL: Case Summary
--------------------------------
Debtor:  DEGEORGE FINANCIAL CORPORATION
         99 Realty Drive
         Cheshire, CT 06410

Also filing Chapter 7 petitions:
DeGeorge Home Alliance Inc.
DeGeorge Capital Corporation

Court: District of Delaware

Case No.: 99-1060    Filed: 05/07/99    Chapter: 7

Debtor's Counsel:
Mark S. Chahj; Michael L. Cooke, Stephen J. Gordon
Skadden, Arps, Slate, Meagher & Flom LLP
One Rodney Square
Wilmington, Delaware 19801
       

DOYLE WILSON: Home Builder Files for Bankruptcy
-----------------------------------------------
Doyle Wilson Homebuilder Inc., Austin, Texas, filed chapter
11 last week, listing $10.1 million in debts and assets of
$5.9 million, according to Austin American-Statesman. Most
of the 20 largest unsecured claims are for subcontractors;
their claims range from $8,570 to $230,000. Lenders backing
Wilson's projects are set to issue foreclosure notices June
1. Wilson said he laid off subcontractors because he had no
money to pay them; work on the homes ceased then. He has 75
unfinished homes, 55 of which were sold. (ABI 10-May-99)
           

FACTORY CARD: Taps DJM Asset Management
---------------------------------------
Factory Card Outlet Corp., and Factory Card Outlet of
America Ltd., debtors, seek to employ real estate
consultants DJM Asset Management to ensure that the
debtors' real estate analysis is conducted effectively.

The firm will be responsible for reviewing the debtors'
leases; creating a market program for the sale or
assignment of the leases, soliciting offers from
prospective purchasers and making recommendations to the
debtors as to the advisability of accepting particular
offers or settlements.  The firm will also be responsible
for negotiating rent reductions and modifications with
respect to the debtors' leases and warehouses, and
providing valuation services and court testimony with
respect to the leases.

The firm will be paid pursuant to an Engagement Letter that
provides in part that the firm will receive 4% of the gross
proceeds and not less than $2,500 per transaction for lease
transactions.  For valuation services the firm will receive
$500 per location and for consulting services the firm will
receive $250 per hour.


FORMAN PETROLEUM: Announces Pending Chapter 11
----------------------------------------------
After Board of Director approval, Forman Petroleum reached
agreement with major creditors and stockholders for a
company restructuring.  July 26, 1999 has been set as the
target date for solicitation of approval of all
stockholders.  If accomplished, the company will file
Chapter 11 bankruptcy proceedings with the Court.  The time
line for bankruptcy filing is scheduled for August 26,
1999.  Under the restructuring Forman Petroleum plans to
transfer assets and liabilities not satisfied in the
bankruptcy proceedings to the newly formed company.  
Current noteholders and preferred stockholders in Forman
will receive a pro-rata share of common stock in the new
company.  A four member board of directors, one of whom
will be Forman, shall direct the new company.  Noteholders
of the new company will designate the other three board
members.


FORMAN PETROLEUM: Executes Stay of Litigation
---------------------------------------------
In an effort to obtain approval from stockholders of its
plan of restructuring, Forman Petroleum has executed a stay
of litigation pending against Jefferies & Co., Inc.  Forman
hasindicated that in the newly formed company no director,
officer or employee of Jefferies & Co., Inc., or any
affiliate of Jefferies, shall serve on the board of
directors of the new company. In the event of failure of
confirmation of the plan of restructuring it is
presumed the litigation will be re-instated.


FPA MEDICAL: Bahadur Named Trustee
----------------------------------
Hon. Peter J. Walsh (D. Del.) named B.N. Bahadur, CEO of
BBK Ltd., Southfield, Mich., trustee for FPA Medical
Management, which filed chapter 11 in July 1998, according
to a newswire report. San Diego-based FPA Medical
Management has developed a second amended reorganization
plan; a hearing is scheduled for Thursday. Debtor-in-
possession financing already has been increased to $55
million. If the plan is approved, Bahadur will
managed the Creditors' Trust and pursue potential
fraudulent conveyances, preferential payments and evaluate
creditors' claims. (ABI 10-May-99)


GENEVA STEEL: Taps Madson & Metcalf as Special Counsel
------------------------------------------------------
Geneva Steel Company applies for an order approving the
employment of Madson & Metcalf as special counsel to the
debtor on certain intellectual property matters including
the continued prosecution of several PCT national phase
patent applications, paying the issue fee for an certain
invention, responding to a final Office Action, receipt of
a patent number and reporting issuance of a separate
patent.  The firm will charge the debtor on an hourly-rate
basis.  The current rates range from $220 for shareholders
to $80 per hour for paralegals.


GOLDEN BOOKS: Bar Date Set For May 26
-------------------------------------
The United States Bankruptcy Court for the Southern
District of New York entered an order setting May 26, 1999
as the last date for filing proofs of claim against the
debtors, Golden Books Family Entertainment, Inc., et al.


IGI INC: Target of Lawsuit
--------------------------
IGI Inc. is being sued by Cohanzick Partners, LP.  The
suit, filed on April 14, 1999 in the U.S. District Court
for the Southern District of New York, names IGI and
certain present and former directors, officers and
employees alleging violations of securities laws, fraud and
negligent misrepresentation concerning certain disclosures
made and other actions taken in 1996 and 1997.  Cohanzick
seeks $420,000 in actual damages plus fees, costs and
interest.  IGI plans to vigorously defend the case saying
that the company believes an unfavorable outcome would not
adversely affect the company's financial condition while
acknowledging it could impact negatively on results of
operations while the matter is being resolved.


LIGGETT: Mounting Litigation, Declining Sales
---------------------------------------------
Liggett, the former Liggett & Myers Tobacco Company, is
facing tough times. Smallest of the five major cigarette
manufacturing companies in the United States Liggett
continues to be bombarded by adverse legislative,
regulatory and legal action.  With new cases being filed
almost daily the close of 1998 saw Liggett involved as a
named defendant in approximately 270 individual lawsuits,
50 purported class actions and 85 governmental and
other third-party payor cost reimbursement actions.  
Continued legal reverses are expected to further damage the
tobacco industry as a whole, and Liggett in particular.
With major industry players Philip Morris Inc., R. J.
Reynolds Tobacco Company, Brown & Williamson Tobacco
Corporation and Lorillard Tobacco Company, Inc. soaking up
much of the profit Liggett found itself, in 1998,
with only 0.5% of the market share in sales of premium
trademark brands.

Profits of all cigarette manufacturing/sales companies are
being hurt by recently enacted restrictive regulatory
actions by various Federal administrative bodies, including
the United States Environmental Protection Agency and the
Food and Drug Administration.

Federal excise taxes, currently at 24 cents per pack, could
rise an additional 10 cents per pack in the year 2000, and
five cents more in 2002.  California voters in November
1998 approved a 50 cent a pack state sales tax on
cigarettes and it is expected that other states will follow
with similar voter approval.


INTEGRATED SENSOR: Enters Into Merger Agreement
-----------------------------------------------
Integrated Sensor Solutions Inc., a semi-conductor company
based in San Jose, Ca., has entered into an agreement with
Texas Instruments whereby Integrated Sensor will be
acquired by Texas Instruments.  The May 3, 1999
agreement also included Sensor Acquisition Corp., a wholly
owned subsidiary of Texas Instruments.  The plan calls for
a cash tender offer by Texas Instruments for all
outstanding shares of Integrated Sensor at $8.05 per
share.  Texas Instruments will merge it's subsidiary,
Sensor Acquisition Corp., into that of Integrated Sensor
Solutions Inc.  While the plan is subject to regulatory
approval and other conditions, once the tender offer and
the completion of the subsequent proposed merger is
finalized, Integrated Sensor Solutions will be the
surviving entity.  Then, as a wholly owned subsidiary of
Texas Instruments, Integrated Sensor will become a part of
Texas Instrument's Materials and Controls Divisions.  


MAIDENFORM: Seeks Date For Confirmation Hearing
-----------------------------------------------
The debtors, Maidenform Worldwide, Inc., et al. seek a
date, time and place for hearings to consider confirmation
of the debtors' joint plan of reorganization and motions
for temporary allowance of claims for voting purposes, and
approval of solicitation procedures.  The debtors request
that the court fix July 13, 1999 as the date for the
Confirmation Hearing and July 6, 1999 at 5:00 PM as the
deadline to file objections to confirmation of the plan.

A hearing to consider approval of the Disclosure Statement
is set for May 19, 1999.


MCA FINANCIAL: Motion Filed To Disburse Monies To Creditors
-----------------------------------------------------------
A motion has been filed in U.S. Bankruptcy Court to allow
the Conservator of MCA Financial Corp. to disburse $6.5
million to certain MCA creditors.  B.N. Bahadur,
Conservator of MCA and CEO of BBK, Ltd., a turnaround
company, made the  announcement today.

These funds represent monies collected by MCA between
January 29, 1999, through March 31, 1999.  If the motion is
approved, these funds will be disbursed to governmental
agencies, including FHLMC, FHMA, GNMA, MSHDA, Chase Bank
and other secured creditors.  No hearing date has yet been
set to determine when these monies will be disbursed.  
Monies collected beginning April 1, 1999, would be  
disbursed as they come in through ordinary business
processes.

Bahadur announced several other MCA developments,
including:

    * A motion was filed to approve the sale of certain
residential properties and related mortgage notes.  This
portfolio has approximately 280 properties owned by MCA
affiliates and Detroit Revitalization, Inc.  If the  
motion is approved, these properties are scheduled to be
auctioned on June 1, 1999;

* Pursuant to an order of the bankruptcy court, MCA has
transferred MSHDA loans to MSHDA's designated servicer.  
This includes approximately 600 loans valued at
approximately $30 million.

* A plan is in place to vacate MCA's Southfield, Mich.,
building by May 31, 1999; and,

* The "Section 341" meeting on April 28 to address
creditor's issues was constructive and "lightly attended"
by creditors;

On January 28, 1999, Bahadur was named Conservator of MCA
by Patrick McQueen, Financial Institutions Bureau
Commissioner for the State of Michigan. The order allows
the Conservator to do "all things necessary" in the  
best interests of the general public to oversee and manage
the assets of approximately 11,000 mortgages and land
contracts valued at $536 million.

A toll-free phoneline has been established to provide up-
to-date information on the MCA situation.  The number for
the phoneline is 1-800-688-4398.  It operates during
regular business hours from 9 a.m. to 5 p.m. EDT.  The
Internet web site includes copies of the Financial
Institutions Bureau order naming Bahadur as Conservator, as
well as previously released information.  The  
address of the site is www.aeg1.com/bbk/mca.htm.

B. N. Bahadur, CEO of BBK and a Certified Turnaround
Professional, is a nationally recognized management,
financial and turnaround consultant. He is a member of the
Turnaround Management Association, the National Association
of Bankruptcy Trustees, American Bankruptcy Institute and
the National Association of Credit Management.

BBK offers a complete range of corporate turnaround and
revitalization services for companies in all industries.  
The company has provided turnaround management and
revitalization services for more than 500 companies
throughout North America, including the United States,
Canada and Mexico.


MCA FINANCIAL: Shoreline Bank Seeks Relief From Stay
----------------------------------------------------
Shoreline Bank seeks relief from the automatic stay to
terminate the debtors' servicing rights with respect to a
certain 184 land contracts and to obtain all identifiable
and traceable payments in the debtors' and Conservator's
possession, so that Shoreline Bank can submit the payments
to the land contract vendors. Shoreline Bank requests an
order from the court requiring the Conservator to turn over
to Shoreline Bank the land contract payments so that
Shoreline Bank can turn over the payments tot he land
contract vendors in compliance with the trust duties
imposed upon land contract servicers.  So long as the funds
remaining in the possession of the Conservator can be
traced to payments by the land contract vendors, the court
should order the Conservator to turn the funds over to
Shoreline Bank.

The Bank states that because the debtors and the
Conservator received and hold all land contract payments in
trust for the benefit of the land contract vendors under
Michigan law, they could not validly grant a lien or
security interest in the land contract payments to third
parties.


MEDAPHIS CORP: Disposes of Electronic Management Division
---------------------------------------------------------
On April 20, 1999 Medaphis Corp. completed the sale of E-
Business Solutions.com, Inc. All issued and outstanding
shares of capital stock in E-Business were purchased by
Complete Business Solutions, Inc. for $15 million cash,
subject to final closing adjustments.  The sale represents
the disposition by Medaphis of its commercial division of
Impact Innovations.  E-Business Solutions.com, Inc.
provides delivery chain management services including
electronic resource management and e-commerce services
primarily to the conmmunications, energy, financial and
technology sectors.


MEDPARTNERS INC: Dispositive Controlling Interest?
--------------------------------------------------
FMR Corp. has disclosed that it's wholly-owned affiliate,
Fidelity Management & Research Co., holds beneficial
ownership of 8.362% of the outstanding common stock shares
of MedPartners Inc.  FMR also disclosed that Fidelity
Management Trust Co., a bank wholly owned by FMR, owns
0.050% of the outstanding common stock of MedPartners.
Edward C. Johnson 3d, chairman of FMR Corp., together with
family members, owns Class B shares of common stock in FMR
Corp. representing 49% of the voting power in that company.  
The Johnson family and all Class B shareholders have
entered into an agreement whereby all Class B shares will
be voted in accordance with the majority vote of those
shares.  As a result, under the Investment Company Act of
1940, the family may be considered a controlling group in
relation to the FMR Corp.  A fourth company, Fidelity
International Ltd., owns 1.006% of MedPartners Inc.  A
partnership controlled by Edward C. Johnson 3d and his
family members own shares of FIL representing 39.89% of
total votes which may be cast by stockholders.  Mr.
Johnson, is also chairman of FIL.  FMR and FIL
are separate, independent entities and their clients are
usually dissimilar.  FMR and FIL are of the opinion that
they need not attribute to the other "beneficial ownership"
of securities owned by the other.  FMR has, however, filed
a statement of beneficial ownership with the SEC citing
the above facts.


MOBILEMEDIA: Posts Loss, License Sale Pending
---------------------------------------------
In accordance with its bankruptcy reorganization plan
Mobilemedia Communications and it's affiliates have filed a
consolidated financial statement with the Court.  The
report, for the month of March 1999, indicates a net
operating loss of $633,000.  The company is under FCC order
to transfer it's FCC license to ARCH within nine months of
the order dated Feb. 5, 1999.  While the order is not
subject to appeal, any changes to the FCC Grant or failure
to complete the transfer by the deadline would require
FCC supplemental approval. Were Mobilemedia unable to
timely complete the Plan the company would be subject to an
administrative hearing which could result in the loss of
the company's license, substantial monetary fines, or
both.


SOUTHERN PACIFIC: Plan and Disclosure Statement
-----------------------------------------------
The debtor, Southern Pacific Funding Corporation proposed a
plan of reorganization accompanied by a disclosure
statement.  Pursuant to the proposed plan, the reorganized
debtor will consummate a transaction whereby it will issue
new common stock for cash and other consideration as
provided in the Acquisition Agreement, the cash portion of
which will be used together with the proceeds of the
Liquidating Trust's sale of the Excluded Assets to make
distributions under the plan.  Simultaneously with the
issuance of the new common stock, the reorganized debtor
will transfer the excluded assets to the liquidating trust.

The debtor has not operated its loan origination or
securitization businesses since October, 1998.  The debtor
will dispose of its remaining operating business, mortgage
loan servicing under the plan.  The plan proposes to
consummate the sale of mortgage pass-through certificates,
the debtor's servicing rights and mortgage-loan servicing
operation and other tangible and intangible assets of the
debtor by selling newly issued stock of the debtor after
transferring certain excluded assets to a liquidating
trust.  The trust will distribute the proceeds of the sale
of the new stock, together with proceeds of other assets
and recoveries from claims against other parties, to
creditors in accordance with the priorities set forth in
the code.  

A summary of the treatment of claims:

Class 1 - Priority Claims - Paid in cash on the Effective
Date.

Class 2 - Secured Claims - At the option of the Liquidating
Trust each claim shall be left unaltered, the property
securing the claim shall be surrendered, the liquidating
trust shall cure any default with respect to the claim, or
any other treatment to which the holder consents.

Class 3 - Secured Senior Notes - Holders will receive 65%
of the net proceeds received by Southern Pacific Funding
Corporation from the sale of its interest in Southern
Pacific Mortgage Limited.

Class 4 - Senior Notes - Holders shall receive pro rata
distributions of Available Cash and until paid in full,
shall receive pro rata distributions with the holders of
claims in Class 6 of that portion of available cash that
would be payable to holders of Class 5 claims in the
absence of any subordination of the Subordinated Notes;
provided, however, that the Class 4 holders shall have no
right to receive distributions on account of postpetition
interest and fees unless the court determines by a final
order that the Class 5 claims are subordinate to Class 4
claims for postpetition interest and fees.

Class 5 - Subordinated Notes - Holders shall receive pro
rata distributions of available cash; provided however,
that until Class 4 and 6 claims have been paid in full, all
distributions of available cash that would be payable to
holders of class 5 claims in the absence of any
subordination fo the subordinated notes shall be
distributed pro rata to the holders of Class 4 claims and
Class 6 claims and; provided further that, the holders of
Class 4 nd Class 6 claims shall have no right to receive
distributions on account of postpetition interest and fees
unless the bankruptcy court determines by a final order
that the Class 5 claims are subordinate to postpetition
interest and fees.  The holders of Class 5 claims shall
thereafter receive pro rata distributions with the holders
of Class 4, 6 and 7 claims to the extent such claims remain
unpaid.

Class 6 - Senior Unsecured Claims- Holders shall receive
pro rata distributions of available cash and, until the
Class 6 claims have been paid in full, shall receive pro
rata distributions with the holders of Class 4 claims of
that portion of available cash that would be payable to the
holders of Class 5 claims in the absence of any
subordination of the Subordinated Notes; provided, however,
that the holders of Class 6 claims shall have no right to
receive such distributions on account of postpetition
interest and fees unless the bankruptcy court determines by
a final order that the Class 5 claims are subordinate to
Class 6 claims for postpetition interest and fees.

Class 7 - General Unsecured Claims- Holders shall receive
pro rata distributions of available cash until the Class 7
claims have been paid in full.

Class 8 - Claims of Securities Plaintiffs Based Upon Notes
The debtor does not expect any distributions to be
available  to Class 8.  If distributions are available
after the payment of Class 4,5,6, and 7 claims, Class 8
holders will receive pro rata distributions.

Class 9 - Indemnity Claims of Securities Action Defendants
The debtor does not expect any distributions to be
available.  In the event that they are available after the
payment of Class 4,5,6,7, and 8, distributions will be mad
e pro rata to Class 9,11, and 10.

Class 10 - Interests of Holders of Old Common Stock - No
distribution expected.

Class 11 - Claims of Securities Plaintiffs - No
distribution expected.

All classes are impaired except Classes 1 and 2.


TRANSAMERICAN ENERGY CORP: Files Bankruptcy
-------------------------------------------
On April 20, 1999 TransAmerican Energy Corp. filed for
relief under Chapter 11 of the Bankruptcy Code.  Petitions
for protection under Chapter 11 have also been filed by the
subsidiaries of TransAmerican Energy, TransTexas Gas
Corp. and TransAmerican Refining Corp.  It is anticipated
that significant losses will be shown by TransAmerican
Energy as a result of operations for the last fiscal year
once the company has completed the earnings statements
for the period.


VENCOR: Standstill and tolling Agreements Extended
----------------------------------------------------------
Vencor, Inc. (NYSE: VC) announced that it did not pay the
approximately $19 million in rent to Ventas, Inc. (NYSE:
VTR) that was due Friday, May 7, 1999. Although Ventas
served Vencor with notices of non-payment under the Master
Leases, the parties have since entered into further
amendments of their prior Standstill and Tolling Agreements
extending the time during which no remedies may be pursued  
by either party until June 6, 1999 and extending until June
11, 1999, the date  by which Vencor may cure its failure to
pay May's rents. Edward L. Kuntz, Chairman and Chief
Executive Officer of Vencor, said, "I am pleased with this
interim arrangement and remain optimistic that continuing
discussions with Ventas and the senior bank lenders, and
anticipated  discussions with holders of the Company's 9
7/8% Guaranteed Senior Subordinated  Notes, can lead to a
sustainable capital structure for the Company. A key  
element in the Company's future is the continued dedication
of our  approximately 60,000 employees to providing quality
care and services to the  Company's patients and nursing
center residents." Vencor is a long-term healthcare
provider operating hospitals, nursing centers and contract
ancillary services in 46 states.


WIRELESS ONE: HQ Landlord Objects To Extension
----------------------------------------------
Continental Building and Supply Company, Inc. ("CB&S")
objects to the motion of Wireless One, Inc. for entry of an
order extending the time within which the debtor may assume
or reject unexpired leases of nonresidential real property.

The debtor is a major tenant of CB&S from which CB&S
derives approximatley one half of its monthly rental
income.  CB&S asserts that the debtor does not demonstrate
"cause" to justify the extension.  The Landlord states that
it is very unlikely that the debtor will seek to reject the
lease of its corporate headquarters, and the Landlord
states that it is prejudiced as it deserves a substantial
portion of its monthly rental income from the lease. In
addition, if the debtor is going to reject the lease, CB&S
is seeking for a meaningful amount of time to find a
replacement tenant.


ZENITH ELECTRONICS CORP.: Obtains Loan Repayment Extension
----------------------------------------------------------
LG Electronics Inc., guarantor of Zenith's $30 million
demand loan note payable to Credit Agricole Indosuez, Seoul
Branch, has satisfied the note with payment in full.  By
virtue of such payment LGE, a corporation organized under
the laws of the Republic of Korea, now has a claim against
Zenith under their Reimbursement Agreement of November 3,
1997.  As a result Zenith has entered into a Second
Amendment and Waiver modifying their June 29, 1998 Amended
and Restated Agreement.  Maturity date now
falls on the earlier of bankruptcy filing by Zenith, or
August 31, 1999.  Following the above transactions LGE
acquired from it's affiliate, LG Semicon Co., Ltd.,
26,095,200 shares of Zenith common stock together with
all related common stock purchase rights.  The stock was
purchased for 10 Korean Won (approximately US$0.01).  LGE
now owns approximately 55.3% of the outstanding shares of
Zenith common stock.


Meetings, Conferences and Seminars
----------------------------------

May 13-15, 1999
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
   COMMITTEE ON CONTINUING PROFESSIONAL EDUCATION
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Securities, and Bankruptcy Conference
         Savannah, Georgia
            Contact: 1-800-CLE-NEWS

May 28-31, 1999
   COMMERCIAL LAW LEAGUE OF AMERICA
      51st Annual New England District Meeting
         Equinox Resort, Manchester Village, Vermont
            Contact: 1-413-734-6411   

June 3-6, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800

June 7-8, 1999
   TURNAROUND MANAGEMENT ASSOCIATION
      Advanced Education Workshop
         Le Meridien, Dallas, TX
            Contact: 1-312-822-9700 or
ljfialkoff@turnaround.org

June 17-19, 1999
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
   COMMITTEE ON CONTINUING PROFESSIONAL EDUCATION
      Fundamentals of Bankruptcy Law Conference
         Crowne Plaza Hotel, Seattle, Washington
            Contact: 1-800-CLE-NEWS

July 1-4, 1999
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722
         
July 10-15, 1999
   COMMERCIAL LAW LEAGUE OF AMERICA
      105th Annual Convention
         Chateau Mont Tremblant, Mont Tremblant, Quebec
            Contact: 1-312-781-2000 or clla@clla.org

July 15-18, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Northeast Bankruptcy Conference
         Mount Washington Hotel & Resort
         Bretton Woods, New Hampshire
            Contact: 1-703-739-0800

August 4-7, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton, Amelia Island, Florida
            Contact: 1-703-739-0800

August 26-28, 1999
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
   COMMITTEE ON CONTINUING PROFESSIONAL EDUCATION
      Real Estate Defaults, Workouts and Reorganizations
         San Francisco, California
            Contact: 1-800-CLE-NEWS

August 29-September 1, 1999
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      1999 Convention
         Grove Park Inn, Asheville, North Carolina
            Contact: 1-803-252-5646 or info@nabt.com

September 16-18, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Southwest Bankruptcy Conference
         The Hotel Loretto, Santa Fe, New Mexico
            Contact: 1-703-739-0800

September 27-28, 1999
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Conference on Corporate Reorganizations
         Regal Knickerbocker Hotel, Chicago, Illinois
            Contact: 1-903-592-5169 or ram@ballistic.com   

October 6-9, 1999
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      73rd Annual Meeting
         San Francisco Marriott, San Francisco, California
            Contact: 1-803-957-6225

October 22-26, 1999
   TURNAROUND MANAGEMENT ASSOCIATION
      1999 Annual Conference
         The Fairmont--Atop Nob Hill, San Francisco, CA
            Contact: 1-312-822-9700 or
ljfialkoff@turnaround.org

November 29-30, 1999
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Distressed Investing '99
         The Plaza Hotel, New York, New York
            Contact: 1-903-592-5169 or ram@ballistic.com   

December 2-4, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Winter Leadership Conference
         La Quinta Resort & Club, La Quinta, California
            Contact: 1-703-739-0800

The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to
conferences@bankrupt.com are encouraged.  






                   *********

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

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

This material is copyrighted and any commercial use, resale
or publication in any form (including e-mail forwarding,
electronic re-mailing and photocopying) is strictly
prohibited without prior written permission of the
publishers.   

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.  
       
          * * *  End of Transmission  * * *