TCR_Public/990601.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, June 1, 1999, Vol. 3, No. 104

                      Headlines

AAFG:  Vizzielo Rejoins as President- Vows Reorganization Soon
AAMES FINANCIAL: Cary Thompson, From CEO To Vice-Chairman
AHSA STEEL: Suspends Payments and Stock Listing  
ALLIANCE ENTERTAINMENT: Hearing Set For Amendment To DIP
ALTA GOLD CO: Debtor-in-Possession Under Chapter 11 Bankruptcy

ASCENT ASSURANCE: Announces Common Stock Trading on the OTC
CELLPRO INC: Order Confirming Plan
CITYSCAPE FINANCIAL: Downsizing & Cutbacks In Wake of Bankruptcy
CONTINENTAL RESOURCES: Last Year A First Qtr. Gain, This Year A Loss
EDISON BROS: To Sell Puerto Rico Footwear Operations

FPA MEDICAL: Confirms Plan of Reorganization Through Transaction
FPA MEDICAL: Humana Acquires Operations of 50 FPA Medical Centers
GDE: Creditors Snub Goldman Proposal
GENEVA STEEL: Creditors' Committee Supports Exclusivity Extension
GOLDEN BOOKS: Order Approves Disclosure Statement

IMS: Trustee Files Controversial Settlement Agreement
IRIDIUM: Seeks Restructuring Rather Than Bankruptcy
JPE INC: ASC Holdings Announces Acquisition of JPE Inc.
JUDGE GROUP: Wants Out From Under Unprofitable IMS
LIVENT(U.S.)INC: Creditors' Meeting Adjourned

LOGAN GENERAL: Expected To Pay Debts
MEDPARTNERS: Announces Extension of Interim Settlement Agreement
MEDPARTNERS: To Contest Suit Filed By 'Taps' Holders
MONTGOMERY WARD: Extension of DIP Through March 2000
PARAGON TRADE: KC's Findings in P&G Settlement

PENN TRAFFIC: Bi-Lo's Parent Says it Will Invest $100 Million
RANKIN AUTOMOTIVE: Announces Year End Earnings
SERVICE MERCHANDISE: Court Approves Employee Retention Plan
SERVICE MERCHANDISE: Statements of Operations
TALK AMERICA: Allowed to Bring Consultant To Bankruptcy Hearing

TELEGROUP: PRIMUS to Acquire Business and Assets of Telegroup
THE COSMETIC CENTER: Closes On $50 Million  Credit Facility
UNITED COMPANIES: Shareholders Committee Wants Financial Info
WILLCOX & GIBBS: Bankruptcy Filing On 4/20/99 Slows Reporting
WSR CORP: Seeks Extension To Assume/Reject Leases

                      *********

AAFG:  Vizzielo Rejoins as President- Vows Reorganization Soon
--------------------------------------------------------------
All American Food Group, Inc. (OTC Bulletin Board: AAFGQ) announced
today that Michael Vizziello has returned to the Company as
President and member of the Board of Directors.  He joins
Tom Lisker, who remains on the Board, and Andrew Thorburn, who
remains as Chairman.

Vizziello's immediate responsibility is to present to the court the
Company's reorganization plan, which should take place within the
next 30-45 days.  He will also accelerate the completion of the
launch of thegourmetpage.com, the Company's gourmet food website.

In addition to addressing the design, functionality, and promotion
of the site, he will utilize his contacts in the food industry to
add a wide range of additional gourmet products.

Under his direction, the Company will also be developing non-
traditional food distribution methodologies and actively seeking
acquisitions.

The Company's hearing in bankruptcy court, which includes the motion
for the issuance of additional shares to help refinance its
reorganization, has been rescheduled for June 7.  No further delays
are anticipated.


AAMES FINANCIAL: Cary Thompson, From CEO To Vice-Chairman
---------------------------------------------------------
On May 12, 1999, Aames Financial Corporation announced that as a
part of a leadership transition plan approved by its board of
directors, chief executive Cary Thompson had been appointed vice
chairman and director Mani A. Sadeghi had been named interim Chief
Executive Officer of the company. Mr. Sadeghi is assuming the duties
of chief executive during an interim period while a special
committee of the board completes a search for a new chief executive
of Aames.

Aames Financial Corporation is a leading home equity lender, and
currently operates 80 retail Aames Home Loan offices serving 32
states, including the District of Columbia. Its broker division
operates 44 branches serving 46 states, including the District of
Columbia. Retail Direct operates 21 offices serving 14 states.


AHSA STEEL: Suspends Payments and Stock Listing  
------------------------------------------------
InfoLatina reports on May 27, 1999 that Altos Hornos de Mexico  
(AHMSA), the largest steel group in the country, obtained legal
suspension of payments yesterday, following the chapter 11 move by
Grupo Acerero del Norte, the main shareholder in AHMSA earlier this
week. With the announcement the trading of AHMSA stock was suspended
on New York and Mexican exchanges.


ALLIANCE ENTERTAINMENT: Hearing Set For Amendment To DIP
--------------------------------------------------------
A hearing to consider the motion of Concord Records, Inc. seeking an
order authorizing an amendment to Concord's DIP facility will be
held on June 2, 1999 at 10:00 AM.


ALTA GOLD CO: Debtor-in-Possession Under Chapter 11 Bankruptcy
---------------------------------------------------------------
On April 14, 1999, Alta Gold Co. filed a voluntary petition for
relief under  Chapter  11  of  the  United  States  Bankruptcy  Code
in order to facilitate the reorganization  of its business  and the
restructuring of its long-term  debt  and other  liabilities.   The
petition was filed in the United States Bankruptcy Court for the
District of Nevada.  On the filing date, the Bankruptcy Court
assumed jurisdiction over the assets of the company.  The company is
acting as debtor-in-possession on behalf of its bankruptcy estate,
and is authorized as such to operate its business subject to
Bankruptcy Court supervision.

The credit facility under which the company has been accessing
capital contains certain financial covenants including a requirement
for minimum net worth, minimum current ratio, maximum leverage  
ratio, minimum EBITDA to interest expense,  minimum EBITDA to
interest expense and principal and maximum allowable capital
expenditures.  As of March 31, 1999, Alta Gold was not in  
compliance with the minimum current ratio or the maximum  leverage
ratio.  In addition, the company's Chapter 11 petition on April 14,
1999, triggered an event of default under all of the company's
indebtedness.   As of last week, none of the company's creditors  
had accelerated the maturities of any of the outstanding
indebtedness.

In the first quarter of 1999, the company had $6,672,000 in
revenue from the sale of 19,700 ounces of gold at an average price
of $339/oz, as compared to $3,624,000 in revenue in the first
quarter of 1998 from  the sale of 10,800 ounces of gold at an
average price of $336/oz.  Net loss experienced in the first quarter
of 1999 was $30,000. In 1998, first quarter, the company had a gain
of $366,000.

As of March 31, 1999, the company's working capital had deteriorated  
by $1,452,000,  from  a  working  capital  deficit   of $1,573,000  
as of December 31, 1998, to a working capital  deficit  of
$3,025,000 as of March 31,1999.  For this reason, as well as others,
the company filed the voluntary petition of bankruptcy under Chapter
11. The pending Chapter 11 proceedings may affect  the  company's
ability  to maintain its present arrangements with suppliers that  
are vital  to the company's continued operations.  The Chapter 11
petition may also affect the company's ability to successfully
negotiate future arrangements with suppliers.  No assurance can be
given that suppliers of goods and services vital to the company's
mining operation will continue to provide such goods and services to
the company as a result of the company's voluntary petition for
relief under the bankruptcy laws.  The refusal of any irreplaceable
key supplier of such goods or services could force the company to
cease operations at any one or both of its operating mines, and
would have a material adverse effect on the financial condition and
results of operations of the company.

Alta Gold's emergence from Chapter 11 is dependent upon submittal  
and  approval of a  plan of  reorganization.   Unless it receives an
extension, the Company has the exclusive right until August 12, 1999
to file its plan of reorganization with the Bankruptcy Court.   No
assurance can be given that the company's plan of reorganization  
will be approved, or if approved  that  it  will  be successful.


ASCENT ASSURANCE: Announces Common Stock Trading on the OTC
-----------------------------------------------------------
Ascent Assurance, Inc. (OTC Bulletin Board: AASR) announced that
initially two securities firms have been approved by the NASD to
trade its common stock on the OTC Bulletin Board under the  
ticker symbol "AASR" beginning today.  The Company expects that
additional market makers will be approved in the near future, which
should expand the market and increase liquidity for the Company's
common stock.

As previously announced, Ascent Assurance, Inc. emerged from Chapter
11 bankruptcy proceedings on March 24, 1999 and adopted fresh start
accounting effective March 31, 1999.  With 6,500,000 common shares
outstanding at March 31, 1999, the Company's basic book value per
common share was $4.17 and diluted book value per common share was
$3.94.  The Company underwrites, through its insurance subsidiaries,
and markets, through a controlled general agency, individual medical
expense and supplemental health insurance products.  


CELLPRO INC: Order Confirming Plan
----------------------------------
On May 21, 1999, the United States Bankruptcy Court for the Western
District of Washington entered an order confirming the plan of
reorganization of CellPro Inc.


CITYSCAPE FINANCIAL: Downsizing & Cutbacks In Wake of Bankruptcy
----------------------------------------------------------------
Cityscape Financial Corp. is a consumer finance company which,
through its wholly-owned subsidiary Cityscape Corp., in the business
of selling and servicing mortgage loans secured primarily by one-to-
four family residences. CSC is licensed or registered to do business
in 42 states and the District of Columbia. Until the company
suspended indefinitely such business in November 1998, it also had
been in the business of originating and purchasing mortgage loans.
The majority of the company's loans were made to owners of single
family residences who use the loan proceeds for such purposes as
debt consolidation and financing of home improvements and
educational expenditures, among others. Cityscape is currently
operating under the protection of chapter 11 of title 11 of the
United States Code.

On November 17, 1998, Cityscape decided to suspend indefinitely all
of its loan origination and purchase activities. The company
notified its brokers that it had ceased funding mortgage loans,
other than loans that were in its origination pipeline for which it
had issued commitments. The company's decision was due to its
determination, following discussions with potential lenders
regarding post-organization loan warehouse financing, that adequate
sources of such financing were not available. With no adequate
sources of such financing, Cityscape determined that it was unable
to continue to originate and purchase mortgage loans. On or about
December 18, 1998, the company funded the last of the mortgage loans
for which it had issued commitments as of November 17, 1998.

Cityscape, operating as Debtor-in-Possession since October 6, 1998,
has filed an amended plan or reorganization with the Court. If
confirmed the amended plan would provide that: (i) administrative
claims, priority tax claims, bank claims, other secured claims and
priority claims will be paid in full; (ii) holders of notes would
receive in exchange for all of their claims, in the aggregate 92.48%
of the new common stock of the reorganized company (or 97.91% if the
holders of the Convertible Debentures vote to reject the plan);
(iii) holders of the Convertible Debentures would receive in
exchange for all of their claims, in the aggregate, 5.43% of the new
common stock of the reorganized company (or 0% if the holders of the
Convertible Debentures vote to reject the plan); (iv) holders of
general unsecured claims would receive 2.09% of the new common stock
of the reorganized company; and (v) existing Common Stock, Preferred
Stock and warrants of the company would be extinguished and holders
thereof would receive no distributions under the amended plan. The
Bankruptcy Court has scheduled a hearing to consider
confirmation of the amended plan for June 9, 1999. There can be no
assurance: (i) as to when, if ever, the company's loan origination
and purchase activities will resume; (ii) that the terms of the
amended plan will not change; (iii) that the Bankruptcy
Court will confirm the amended plan on June 9, 1999, if at all; or
(iv) that such plan will be consummated (even if it is confirmed).

During 1998, the company significantly downsized its operations due
to negative operating results, liquidity constraints and, the
reorganization proceedings and indefinite suspension of its loan
origination and purchase activities. In the US, the Company closed
its branch operations in Georgia, Illinois, Virginia, California and
New York and significantly reduced its number of employees,
including servicing and corporate employees. As of May 5, 1999, the
company's workforce totaled 47 employees, all of whom were full-time
employees.  The first quarter of 1999 saw a net income for the
company of $3,350,946 on revenues of $9,266,001.  During the same
quarter of 1998 the company experienced a net loss of $51,182,399 on
negative gross income of ($7,190,799).


CONTINENTAL RESOURCES: Last Year A First Qtr. Gain, This Year A Loss
--------------------------------------------------------------------
Continental Resources has reported first quarter 1999 revenues at
$105,031.  The same period in 1998 saw revenues of $24,189. However,
revenues, excluding crude oil marketing, have decreased $9.3
million, or 38%, to $14.9 million during the three months ended
March 31, 1999 from $24.2 million during the comparable period in
1998.  The company indicates the decrease is attributable to lower
oil prices and lower oil and gas production.  For the three months
ended March 31, 1999 net income was a loss of $3.0 million, a
decrease in net income of $4.7 million, or 276%, from $1.7 million
of income for the comparable period in 1998.

There was no material change in the company's revenues from Oil and
Gas Service Operations between the quarter ended March 31, 1999 and
the quarter ended March 31, 1998.


EDISON BROS: To Sell Puerto Rico Footwear Operations
-----------------------------------------------------                
Edison Brothers Stores, which filed for Chapter 11 bankruptcy
protection on March 9, announced today that it has signed an
agreement to sell its footwear operations in Puerto Rico to
Novus, Inc. for $7.2 million.  The planned sale of the Puerto Rico
stores means that Edison has now reached agreements to sell most of
its retail operations and liquidate its remaining chains.

The agreement with Novus involves the sale of 17 Bakers and nine
Wild Pair locations in Puerto Rico, as well as the inventory in
those stores.  Novus currently operates 32 footwear stores in Puerto
Rico, including 11 under the Novus name and the rest under eight
different divisions.  Subject to bankruptcy court approval, Edison
expects the sale to Novus will be finalized in June.

Edison has also filed for court approval to retain Keen Realty
Consultants Inc. to coordinate the sale of lease rights that Edison
holds on approximately 500 retail locations that the company does
not expect to sell to buyers of its chains.  The leases include
stores in all of Edison's chains, but the majority of the locations
involved are currently occupied by Riggings and Wild Pair  
stores, both of which are now liquidating.

The bankruptcy court has approved the sale of Edison's Repp Ltd. big
and tall  menswear stores and Repp-by-Mail catalog division to J.
Baker, and is expected  to rule in June on agreements for the sale
of most of its Bakers, 5-7-9,  JW/Jeans West and Coda chains to
various buyers. Gruppo Levey handled the Repp sale, while Houlihan
Lokey Howard and Zukin managed the sales of the other chains.

Edison Brothers Stores Inc. operates Bakers and Wild Pair footwear
stores; 5-7-9 junior apparel stores; Riggings, JW, Coda and Repp
Ltd. Big & Tall menswear stores; and Repp By Mail men's catalog.  
The company has nearly 1,500 stores in the United States, Canada,
Puerto Rico and the Virgin Islands.  


FPA MEDICAL: Confirms Plan of Reorganization Through Transaction
----------------------------------------------------------------           
FPA Medical Management, Inc. (OTC Bulletin Board: FPAMQ) said today
that its Modified Second Amended Joint Plan of Reorganization was
confirmed by the U.S. Bankruptcy Court for the District of  Delaware
following four days of hearings that concluded on May 26,
1999.  The Plan, which provides for the sale of substantially all of
the Company's operations in transactions valued at approximately
$108.2 million, garnered the support of FPA's major creditor
constituencies, including the debtor-in- possession (DIP) and
prepetition lenders, the Debtors' Official Committee of Unsecured
Creditors and the Company's major payors, Humana, Prudential and  
Pacificare.  Consummation of the Plan is expected to occur in
June 1999.

The Company's Plan of Reorganization includes and affects FPA and 98
of its affiliated debtor entities.  Two of the Debtors' affiliates,
Gotham Mid-Town Management, Inc. and Virginia Medical Associates,
P.C., were excluded from the Plan of Reorganization and continue as
Chapter 11 debtors-in-possession pending further order of the
Bankruptcy Court.

Under the Company's Plan of Reorganization, the operations of
Sterling Healthcare Group, Inc., a wholly-owned FPA subsidiary, will
be acquired by a newly formed subsidiary of Coastal Physician Group,
Inc. (OTC Bulletin Board: ERDR).  Sterling provides emergency
medicine practice management services to approximately 124 hospitals
primarily located in the southeastern United States.

Humana Inc., which is currently the Company's largest payor, will
purchase FPA's clinical operations in Kansas City, San Antonio and
the State of Florida.  These operations consist of 50 clinics
serving approximately 130,000 members.  Humana acquires the
management of approximately 60,000 global risk lives at
39 clinics located throughout the state of Florida, 54,000 lives in
7 Kansas City clinics, and 11,000 lives in San Antonio's 4 clinics.

FPA's clinical operations in Charlotte, North Carolina and Atlanta
will be acquired by Stoneybrook Capital, an entity owned by Steven
M. Scott, M.D., Chairman and Chief Executive Officer of Coastal.  
Approximately 75,000 members are served through Meridian Medical
Group clinics in Atlanta and Carolina Health Care Group clinics in
Charlotte.

"We believe the reorganization transaction provides the best
possible resolution for all of FPA's constituencies, consistent with
our obligation to maximize creditors' recoveries," said Dr. Stephen
J. Dresnick, Chairman and Chief Executive of FPA.  "It further
provides for the preservation of the Sterling and clinical
operations, the continuation of services to our patients,
and the opportunity for our providers and employees to continue with
the new buyers."

In yesterday's ruling, the Court authorized the Debtors, Humana and
Stoneybrook to close the sale of the managed care businesses on June
1, 1999, prior to the consummation of the Plan of Reorganization.  
As part of the agreement reached yesterday, administrative costs
incurred on and after June 1, 1999 are the responsibility of the
purchasers.

In addition to the sales transactions, the Plan provides for the
establishment and funding of a Creditors Trust for the benefit of
unsecured creditors.  Under the terms of the Plan, certain assets
and claims of the FPA debtors have been assigned to the Creditors
Trust. The Trust is administered by the Trustee and three-member
Advisory Board selected by the Unsecured Creditors Committee.   B.N.
Bahadur of BBK & Associates located in Southfield, Michigan has been  
appointed as Trustee of the Creditors Trust.

On the Effective Date, 98 of FPA's subsidiaries and affiliates will
be merged into Reorganized FPA which will be owned by the repetition
lenders who will receive 100% of the new common stock to be issued
under the Plan of Reorganization.  Assets remaining after the sales
to Coastal, Stoneybrook and Humana, and after distributions to the
Creditors Trust, will remain in Reorganized FPA, which will be
operated by James A. Lebovitz, FPA's current Executive Vice
President and General Counsel, who has been named Plan Administrator
under the Plan of Reorganization.  The Company's DIP lenders will
be paid in full and the prepetition lenders will receive a
$4,000,000 initial distribution on the Effective Date.  In addition
to the initial distribution, the prepetition lenders will receive
supplemental funds collected by the FPA Plan Administrator after
payment of allowed administrative expenses of the reorganization.

FPA Medical Management, Inc. and various of its affiliates and
subsidiaries filed petitions under Chapter 11 in the Bankruptcy
Court in Wilmington on July 19, 1998 and various dates thereafter
through August 7, 1998.

FPA Medical Management, Inc. is a national physician practice
management organization that organizes and manages primary care
physician networks to contract with HMOs and other prepaid insurance
plans to provide physician and related health care services and
provides contract management support services to hospital emergency
departments.


FPA MEDICAL: Humana Acquires Operations of 50 FPA Medical Centers
-----------------------------------------------------------------
Humana Inc. (NYSE: HUM) has reached an agreement with FPA Medical
Management Inc., its lenders and a federal bankruptcy court
under which Humana will acquire the operations of 50 medical centers
from FPA for $13.5 million.

The agreement is effective June 1.

The medical centers serve approximately 121,000 Humana members in
Kansas City, San Antonio, South Florida, Orlando, Tampa and
Jacksonville. Humana members will be able to continue seeing the
same medical center physicians and should experience no disruption
in continuity of care as a result of the agreement.

Humana described the action as a necessary transitional step because
of FPA's current financial circumstances. Humana is evaluating the
financial impact of the transaction including the possibility of
transferring responsibility for some or all of the centers to
different provider groups. "Humana's members are best served at this
time by Humana stepping in to assume responsibility for the
centers," said Gregory H. Wolf, Humana's president and chief
executive officer. "Our priority is maintaining
continuity of high quality, cost effective health care for our
members."

Humana Inc., headquartered in Louisville, Ky., is one of the
nation's largest publicly traded managed health care companies with
approximately 6.1 million medical members located primarily in 15
states and Puerto Rico. Humana offers coordinated health care
through a variety of plans -- health maintenance organizations,
preferred provider organizations, point-of-service plans and
administrative services products -- to employer groups, government-
sponsored plans and individuals.


GDE: Creditors Snub Goldman Proposal
------------------------------------
South China Morning Post reports on May 28, 1999 that the financial
creditors steering committee of Guangdong Enterprises (Holdings)
(GDE) is considering submitting a counter- proposal to bail out the
insolvent Hong Kong investment arm of the Guangdong provincial
government.

The committee agreed at a meeting yesterday it could accept neither
the proposal nor any haircut - a cut in the loan principal
repayment.

The meeting was held two days after the announcement of a bailout
plan, prepared by Guangdong government's financial adviser Goldman
Sachs.

The package provided for the restructuring of liabilities worth
about US$5.59 billion of GDE and its 40 per cent-owned Guangdong
Investment group through a mix of new notes, preference shares,
bonds and rights shares.  Some estimates put the effective haircut
at between 27 and 41 per cent under the proposal, while the nominal
value of the debts remains unchanged.  Sources said the committee
mainly discussed matters of principle and had not gone into details
of the proposal at the meeting.

Due to disagreement over the pain-sharing concept behind the
proposal, the committee considered it was not time to discuss the
proposal or ways to fine-tune it.  The committee felt creditor banks
would be forced into a straitjacket if they looked merely at the
proposal and not beyond.  The committee has already sent a letter to
all creditor banks to solicit opinions on the bailout plan.

A GDE source said it would be a waste of time for creditor banks to
put forward a different framework for negotiation. The equal pain-
sharing concept and the framework of the rescue package would
not change, he said. Nor would there be more assets to be injected
into the GDE group. Shares in GDE's listed food arm Guangnan
(Holdings) extended their sharp fall for the second straight day
yesterday.

They tumbled 25.92 per cent to 40 HK cents a share on concern about
its debt-servicing ability and growth prospects.  Guangnan yesterday
announced a net loss of HK$3.47 billion for last year after a $3.52
billion exceptional charge, mainly for bad and doubtful debts.
The result compared with a $301.83 million net profit for Guangnan
in the previous year.  Loss per share was $4.31, against a previous
earnings per share of 41 cents. No dividend will be paid.


GENEVA STEEL: Creditors' Committee Supports Exclusivity Extension
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Geneva Steel
Company filed a statement supporting the debtor's motion for an
order extending exclusivity.  The Committee states that the debtor
is seeking the cooperation of its creditors with respect to a plan,
that cause exists to extend the exclusivity periods because this is
a large and complex case.  More important, the Committee asserts
that an extension of exclusivity is necessary to keep the parties'
attention focused on the structural business problems which
contributed to Geneva's bankruptcy.  The member s of the Committee
hold approximately $15 million in mature unsecured claims and $250
million in contingent unsecured claims against the debtor.  The
Committee is interested in Geneva's long term viability and pursuing
that interest protects the best interests of the debtor's estate and
unsecured creditors.

The Committee also points out that the economic factors which
precipitated this case were ultimately attributable to world events
beyond Geneva's control. "The stagnation of certain foreign
economies takes the blame for a cataclysimic collaptse of domestic
steel prices."  Although the Committee is quick to point out that it
was more than bad market conditions, not all steel producers went
bankrupt and that the debtors also suffers from structural business
problems which the Committee believes can be solved.  Because it
believes in Geneva's turnaround, the Committee supports a modest
extension of exclusivity.


GOLDEN BOOKS: Order Approves Disclosure Statement
-------------------------------------------------
On May 13, 1999, the US Bankruptcy Court for the Southern District
of New York entered an order approving the amended disclosure
statement of Golden Books Family Entertainment, Inc., et al.,
authorizing solicitation of votes, establishing a confirmation
hearing date of July 13, 1999, establishing notice requirements
regarding the confirmation hearing, and related relief.

The confirmation hearing will take place at 2:00 PM on July 13, 1999
before the Honorable Tina L. Brozman, Chief US Bankruptcy Judge, at
the US Bankruptcy Court for the Southern District of New York, One
Bowling Green, New York, NY.


IMS: Trustee Files Controversial Settlement Agreement
----------------------------------------------------                       
ILDF, Inc. announced that the Federal Bankruptcy Court appointed
Trustee Mr. Randolph Osherow has filed a Settlement Agreement with
the Court to approve the sale of IMS (OTC Bulletin  Board: IMESQ)
Patent #5,574,927 to TechSearch, LLC for consideration that will  
redirect all future royalties and rights of the Patent and revenue
to a creditor of the IMS Estate and abandon future rights to
the Patent for any other creditors and shareholders.  The Patent is
the subject of an ongoing $500 million patent infringement suit
filed against Intel Corporation (Nasdaq:  INTC).

According to the Settlement Agreement, IPIQ, Inc. (a creditor of the
IMS Estate) will be granted compensation over and above its claim
amount.  The Agreement was negotiated with IPIQ to the prejudice of
all other creditors and the Estate of IMS.  Mr. Randolph Osherow
will be paid immediately upon the Effective Date of the Agreement
the sum of $7, 000.00.

Mr. Osherow commented that the Patent was "definitely transferred
during the preference period just weeks prior to its filing" (IMS
Chapter 11).  When asked if his office was seeking to assert
jurisdiction and have the Patent brought back to the IMS Estate Mr.
Osherow replied, "no."  When asked why his office had not sought an
avoidance action and preference claims on behalf of the IMS  Estate,
Mr. Osherow responded by stating that "it is something to look
at.  We haven't decided yet."  He further stated that when he got
this case there was no money in the Company's bank accounts for him
to be paid and that he was already out of pocket approximately
$5,000.  In addition to the IMS Patent, Mr. Osherow confirmed that
there existed a large sum of money due back to the Estate and that
it could well be in excess of $1 million.  Mr. Osherow reasoned  
that it would take too much time for him to collect the money for
the Estate in  light of the amount of debt owed to IPIQ.  He further
stated that even though the IPIQ claim of $3 million could be
overstated by $1 million, he wasn't interested in correcting the
amount of the claim or seeking to recoup an additional $1 million
due to the Estate from preference payments made prior to the
bankruptcy filing.

In documents filed with the Court*, Mr. Osherow stated that the
Company (IMS)  did not receive fair compensation for the transfer,
"Shortly before IMS' *bankruptcy, TechSearch bought a Patent from
IMS for less than reasonably equivalent value."  Other documents on
file with the Court state that the IMS Patent was transferred
fraudulently without board and shareholder approval. The transfer
took place between Mr. Lee Hovel, the then President of IMS, and his  
longtime friend and former colleague Mr. Anthony Brown of
TechSearch, LLC.

According to the Settlement Agreement, IPIQ stated that the purchase
of the Patent by TechSearch may be a voidable transfer under 11
U.S.C. -- 548.

Ms. Valery Scott, a Director of ILDF, commented that Mr. Osherow's
stated reason for failing to take any action and uphold the office
of Trustee, with regard to the Patent of IMS and collection of all
monies due to the Estate, is not acceptable, "The shareholders and
creditors of IMS have been appalled at this attitude for good
reason.  Mr. Osherow's office never asked the Court to  order the
Patent or the money back to the Estate.  The Judge has the authority  
to do so.  These are basic transactions and do not require lengthy,
costly litigation.  The determination of the Patent transfer during
the preference  period and monies due has been established by the
Trustee.  His unwillingness to act on it is remarkable.  To
negotiate a deal that redirects all future rights and revenue from
the Patent of IMS to one creditor and compensates the Trustee is
clearly unfair to all other creditors and shareholders of IMS."

"Perhaps we need to look more closely at the method of payment for
court appointed Trustees.  This type of incentive for payment of
services can undermine the obligation and duties of the Office,"
Scott added.

The shareholders and certain creditors of IMS have established ILDF,
Inc. and maintained a web site at ildf.com for the past ten months
in order to publicize the legal procedures, motions, and testimony
connected to this case. The IMS Legal Defense Fund, Inc. (ILDF) was
formed and is operated in support of the  goal of fair and just
treatment of the shareholders and creditors of IMS, Inc. Extensive
information about the IMS Bankruptcy and the subsequent Patent  
infringement case may be found at http://www.ildf.com.  


IRIDIUM: Seeks Restructuring Rather Than Bankruptcy
---------------------------------------------------
Iridium LLC, a satellite telecommunications company, said yesterday
that its goal is a restructuring, rather than bankruptcy, and that
it continues active negotiations with creditors and vendors, Reuters
reported. Two weeks ago the company hired a firm to advise it on
restructuring its debt and reducing its financing costs, and CFO Leo
Mondale said that "We believe our strategic partners will support us
as we work to readjust our capital structure." Iridium had 10,294
customers at the end of the first quarter, but management is not
happy with the rate of customer growth; management does believe,
however, that it has identified the problems. Mondale said the
technical problems with phone handsets made by Kyocera Corp.
have been mostly resolved, and large-scale production of the phones
is expected to begin soon. He also said problems with the Motorola-
produced phones have been resolved and those phones are now
available widely. (ABI 28-May-99)


JPE INC: ASC Holdings Announces Acquisition of JPE Inc.
-------------------------------------------------------
ASC Holdings LLC, and Kojaian Holdings, LLC have acquired
controlling interest in JPE, Inc. (OTC BULLETIN BOARD: JPEI), a Tier
I supplier of automotive exterior trim packages and aftermarket
heavy truck parts.

ASC Holdings and Kojaian Holdings each acquired 47.5% of JPE Inc.  
In addition, the former lenders of JPE, Inc. acquired less than 1%
of JPE, Inc., which remains a public company, with the balance of
the ownership publicly traded.  The former lenders of JPE, Inc. and
the shareholders of JPE, Inc. (other than ASC Holdings and Kojaian
Holdings) as of June 11, 1999 will have the right to acquire (in the
aggregate) approximately an additional 15% of JPE, Inc.

JPE will do business as ASCET, which stands for ASC Exterior
Technologies. David Treadwell, President of ASC Holdings, will serve
as Chairman of ASCET; and Mr. Treadwell, Heinz Prechter, Mike
Kojaian and C. Michael Kojaian will serve as the Board of Directors.  
Richard Chrysler continues to serve as President and CEO of ASCET.

ASC Holdings LLC is affiliated with ASC Incorporated, a long time
supplier of specialty vehicles and open-air systems to the global
automotive market. ASC Incorporated is also affiliated with Trim
Systems, Inc., a market leader of heavy truck interior trim.

ASCET consists of three operating subsidiaries: Plastic Trim, Inc.
(PTI) and Starboard Industries, Inc., both exterior trim suppliers
which have emerged from bankruptcy as a result of the ASC Holdings
and Kojaian Holdings investment; and Dayton Parts Incorporated, an
aftermarket supplier of heavy truck suspension and brake systems.

"ASC Incorporated has built a reputation for providing creative,
cost effective solutions for specialty vehicles," stated David
Treadwell. "We are pleased with the outlook for ASCET and the
opportunity to become the market leader in exterior systems. We see
potential synergy between ASC Incorporated and ASCET in both the OEM
markets with PTI and Starboard, and the heavy truck market with
Dayton Parts. ASCET's strategy is to become a premier supplier of
exterior systems focusing on technology leadership.  It is our plan
for Dayton Parts to expand to supply a full line of suspension and
braking systems to the North American heavy truck aftermarket."

ASCET, with its PTI, Starboard and Dayton Parts subsidiaries, is
projected to have sales of $160,000,000 in 1999.  PTI is located in
Beaver Creek, Ohio; Starboard in East Tawas, Mich. and Dayton Parts
in Harrisburg, Pa.  Combined they employ approximately 950 people.

Treadwell complimented the JPE employees for continuing to produce
high-quality products in the face of the company's past financial
difficulties. "We see an excellent opportunity for growth with the
strong financial base we now have in place."

ASC Incorporated is a global specialty vehicle and products
manufacturer with four operating activities: Creative Services
provides automotive design, engineering and prototype services;
Specialty Vehicles supplies the automotive industry with
manufacturing expertise, development and production of specialty  
vehicles; Engineered Systems manufactures and distributes open-air
systems (convertible tops, sunroofs) and composites (removable
hardtops, molded products) for OEM applications; Aftermarket
Products engineers and develops top quality vehicle accessories for
the aftermarket.  Headquartered in Southgate, ASC maintains
operations throughout the U.S., Canada, and in Germany, Japan and
Korea.


JUDGE GROUP: Wants Out From Under Unprofitable IMS
--------------------------------------------------
The Judge Group, Inc. (formerly Judge, Inc.), a Pennsylvania
corporation founded in 1970, provides information technology and
engineering professionals to its clients on both a temporary basis
(through its "Contract Placement" business) and a permanent basis
(through its "Permanent Placement" business) as well as IT training
(through its "IT Training" business) on a range of software and
network applications to corporate, governmental and individual
clients. The company also provides computer network and document
management system integration, implementation, maintenance and
training (through its "Information Management Solutions" business).
At March 31, 1999, the company, headquartered in Bala Cynwyd,
Pennsylvania, operated 21 regional offices in sixteen states in the
United States. A substantial portion of the company's revenues are
derived from customers located in the Mid-Atlantic corridor of the
United States. Consolidated net revenues increased to a total of
$31,577,621 (a gain of 25.9%, or approximately $6.5 million), for
the three months ended March 31, 1999 compared to the prior year
period.

Revenue for the IT Staffing business increased 35.8%, or
approximately $7.5 million, for the three months ended March 31,
1999 compared to the prior year period. Of such increase
approximately $5.3 million, or 77% of the increased revenues, was
attributable to offices open over one year. In particular the
company's offices in Bala Cynwyd, Pennsylvania, Edison, New Jersey,
and Alexandria, Virginia contributed the greatest increases in
revenues.

Also contributing to the revenue increase was approximately $1.7
million in revenue from companies acquired during 1998 and from
offices opened less than one year. The increased revenues in the
offices open over one year were largely due to increased marketing
efforts in those markets. Judge Group's IMS segment reported
revenues decreased 25.7%, or approximately $1 million, for the
period ended March 31, 1999 over the same period in 1998. This
decrease was said to be primarily a result of management's decision
in late 1998 to discontinue new sales in the Network Services
division of IMS due to the low margins achieved on that business. In
the period ended March 31, 1998 the Network Services division
generated revenues of approximately $2 million, or approximately 50%
of the IMS segment's revenues in that period. The company continues
to emphasize higher margin imaging and systems integration business
to replace those revenues.

Judge Group used approximately $1.6 million cash in operations
during the quarter ended March 31, 1999 compared to cash generated
from operations of approximately $6.2 million for the three months
ended March 31, 1998. The company says this result is attributable
to several factors, including a decrease in net income of
approximately $943,000, from a profit of approximately $363,000 in
the three months ended March 31, 1998 to a loss of approximately
$580,000 in the three months ended March 31, 1999, an increase in
accounts receivable due to increased revenues, and the
redemption of short-term investments in 1998.

The company's Information Management Solutions business has had net
operating losses since its commencement in 1988, experienced a loss
from operations of approximately $1.4 million for the three month
period ended March 31, 1999, and at March 31, 1999 had an
accumulated deficit of approximately $8.7 million. The losses have
resulted from high marketing, general and administrative costs
associated with developing the company's imaging and document
management infrastructure and capabilities, combined with
historically low profit margins related to the hardware component of
the networking business and a slower emergence of the imaging and
document management market than had been anticipated by management.
Specifically, the costs associated with building this division's
imaging and document management capabilities have included the
hiring of sales and technical personnel and costs associated with
the acquisition and integration of three imaging and document
management companies.  The company says it is currently focusing on
separating this business from its operations. If the company is not
successful in separating the Information Management Solutions
business before the end of 1999, or on the terms and conditions
satisfactory to the company, there may be additional adverse effects
on the company's cash flow, results of operations, or financial
condition.


LIVENT(U.S.)INC: Creditors' Meeting Adjourned
----------------------------------------------
The meeting pursuant to section 341 of title 11 of the US Code, held
on May 5, 1999,at 3:00 PM at the Office of the United States
Trustee, 80 Broad Street, Second Floor, New York, NY has been
adjourned to October 20, 1999at 3:00 PM, a the same location.


LOGAN GENERAL: Expected To Pay Debts
------------------------------------
Charleston Daily Mail reports on May 26, 1999 that Logan General
Hospital likely will be able to pay its debts in full when it  
emerges from bankruptcy, a lawyer for one of its creditors says.

Logan General Hospital filed for Chapter 11 bankruptcy last year
after missing installments on a $31.5 million bond held by the Bank
of New York. The hospital took on the debt in 1995 for construction
projects at the 132-bed, acute-care hospital.

During an April 29 hearing, Charleston lawyer Ellen Cappellanti
indicated that all claims against the hospital would likely be paid
in full if the hospital is sold. Cappellanti represents the Bank of
New York, which still holds the bonds.

Cappellanti said the hospital's bankruptcy plan is to sell the
facility, which she said would produce a "bouquet of cash of $25
million to $30 million to cure all their debts."

At least one hospital chain has offered more than $75 million for
Logan General. Meanwhile, a federal judge wants a California concern
to explain how it bought $400,000 in creditors' claims.  U.S.
Bankruptcy Judge Ron Pearson has ordered Debt Acquisition Company
of  America IV L.P. of San Diego to appear during a hearing Thursday
to provide details of how it has bought up some 98 claims against
Logan General Hospital. "We have some creditors who have been used
and abused. They say they have been lied to," Pearson said in the
April 29 hearing, a transcript of which was obtained by The
Associated Press.

"We have some creditors who are selling claims, probably with a lot
less information about what their claim is worth than those of you
who have been attending hearings and looking at the financial
projections," Pearson said.


MEDPARTNERS: Announces Extension of Interim Settlement Agreement
----------------------------------------------------------------
MedPartners Inc. (NYSE: MDM) said that the California Department of
Corporations yesterday sought and received an order from the
Superior Court of the State of California extending the time  period
for the finalization and completion of an anticipated definitive
settlement agreement regarding MedPartners' California physician
management operations.  This order extends the provisions of the
agreement announced on May 11, 1999 until Thursday, June 3, 1999.

Mac Crawford, Chairman and CEO of MedPartners, said, "Our
discussions continue to progress and we believe that the extension
provides us with sufficient time to complete the definitive
settlement agreement."

On May 11, 1999, MedPartners and the State of California reached an
interim  agreement to begin implementation of the principal terms of
the previously announced proposed settlement agreement regarding
MedPartners' California physician management operations.  Pending
completion of and final approval by the US Bankruptcy Court of a
definitive settlement, the interim agreement  allows MedPartners to
proceed with its transition plan for the orderly and  timely
disposition of the existing operations of MedPartners Provider
Network  Inc. (MPN) and MedPartners' California physician practice
management assets.

    
MEDPARTNERS: To Contest Suit Filed By 'Taps' Holders
----------------------------------------------------
MedPartners Inc. (NYSE: MDM) said today that a lawsuit was filed
late yesterday in Supreme Court of the State of New York on behalf
of six entities purporting to be holders of the Company's Threshold
Appreciation Price Securities ("TAPS").  The lawsuit claims that a
so- called "termination event" had occurred as a result of
certain actions in  California involving MedPartners Provider
Network, Inc. ("MPN"), one of the  Company's subsidiaries.  It is
MedPartners' position, based on the advice of  counsel, that no such
"termination event" has occurred and that the suit has no  merit.

Edward L. Hardin, Jr., Executive Vice President and General Counsel
of MedPartners, said: "The suit hinges on whether a 'termination
event' occurred when the California Department of Corporations,
acting without court approval, issued an order appointing a
conservator for MPN and the conservator subsequently filed a
petition on behalf of that subsidiary under Chapter 11 of the US
Bankruptcy Code.  We believe those actions in no way
constitute the 'termination event' contemplated by the TAPS."

Mr. Hardin added, "The Company intends to aggressively pursue all
available rights and remedies as a result of the filing of this
litigation, which is a transparent attempt by certain TAPS holders
to achieve a windfall at the expense of the common shareholders"

Frederick W. Kanner, a partner at Dewey Ballantine LLP, counsel to
MedPartners said, "We intend to defend the Company's position
vigorously and we expect to prevail."

MedPartners said that a detailed description of the TAPS can be
found in the Company's filings with the Securities and Exchange
Commission.


MONTGOMERY WARD: Extension of DIP Through March 2000
----------------------------------------------------
To provide continued financing for the Debtors' on-going working
capital needs through the Effective Date of the Plan, GE Capital has
agreed to an extension of the DIP Facility through March 31, 2000.

The Debtors tell Judge Walsh that it will be impossible to
consummate the Plan before the July 7, 1999, expiration of the DIP
Facility.  Accordingly, an extension of the DIP Facility is
necessary to carry the Debtors through the Effective Date of the
Plan.  

As a result of significant asset sales during these chapter 11
cases, the Debtors' availability under the DIP Facility is
approximately $750 million at this time.

In consideration of GECC's agreement to extend the maturity date,
the Debtors will pay a $2,000,000 (20 basis points of the face
amount of the DIP Financing Facility) Extension Fee to GECC.
(Montgomery Ward Bankruptcy News Issue 41; Bankruptcy Creditors'
Service)


PARAGON TRADE: KC's Findings in P&G Settlement
----------------------------------------------
Kimberly-Clark Corporation ("K-C") submitted the following findings
of fact and conclusions of law with respect to the motion of Paragon
Trade Brands Inc. for approval of the settlement with The Procter &
Gamble Corporation.

Kimberly-Clark states that "A significant part of the debtor's
justification for the P&G Settlement was that it would provide the
debtor with a "clear path to market."  That objective will not be
achieved unless a settlement with K-C is approved as well."

Kimberly-Clark states further, "Because the justification for
approval of the P&G Settlement depends on the debtor obtaining a
"clear path to market," and because that "clear path to market" will
not be provided unless a settlement with K-C is also approved, a
ruling on the P&G Settlement is deferred until such time as the
court considers and approves the proposed settlement with K-C."


PENN TRAFFIC: Bi-Lo's Parent Says it Will Invest $100 Million
-------------------------------------------------------------
The company that owns and operates Bi-Lo stores in western
Pennsylvania has taken a major step towards financial stability.  
The Penn Traffic Company, which employs approximately 2,600 people  
in 43 Bi-Lo supermarkets and other western Pennsylvania facilities,
today announced that the U.S. Bankruptcy Court of Delaware confirmed
its pre- negotiated financial restructuring.

"We can now focus on investing in and growing our business," said
Gary D. Hirsch, Chairman of The Penn Traffic Company.  "Much of this
investment will be earmarked for Bi-Lo, which has a long history of
satisfying the food and grocery needs of western Pennsylvania
consumers"

"Everyone at Bi-Lo and Penn Traffic is dedicated to serving our
customers and bringing more customers into our supermarkets," said
Joseph V. Fisher, President and Chief Executive Officer of Penn
Traffic.  "We intend to strengthen our already strong bonds with the
community, while we provide our customers with the high quality
food, grocery and other products they want and need."

Penn Traffic expects its Plan of Reorganization, which the court
approved today, to take effect in approximately two weeks.

The restructuring will cancel Penn Traffic's existing $1.13 billion
of senior and subordinated notes and (i) distribute $100 million of
new senior notes and 19,000,000 shares of new common stock to the
holders of existing senior notes and (ii) distribute 1,000,000
shares of new common stock and six-year warrants to purchase
1,000,000 shares of new common stock having an exercise price of  
$18.30 per share to the holders of the existing senior subordinated
notes.  In addition, each 100 shares of Penn Traffic's common
stock outstanding  immediately prior to the restructuring will be
converted into one share of new  common stock for a total of
approximately 107,000 shares of additional new  common stock.

"Our new capital structure will enable us to launch an aggressive
store and infrastructure capital program.  We expect over the next
18 months to make capital expenditures of approximately $100 million
for new, enlarged and remodeled stores, as well as for other
investments.  With our reduced debt burden, we expect to be able to
implement this program while maintaining substantial flexibility and
liquidity," said Mr. Hirsch.

Penn Traffic filed a petition of relief under Chapter 11 of the
Bankruptcy Code on March 1, 1999, seeking to implement a financial
restructuring that it had  pre-negotiated with the holders of its
senior and subordinated notes.  The Company entered Chapter 11
because that was the easiest and simplest way to implement its pre-
negotiated financial restructuring.

The Penn Traffic Company operates 214 supermarkets in Pennsylvania,
upstate New York, Ohio and West Virginia under the  "Big Bear," "Big
Bear Plus," "Bi-Lo Foods," "P&C Foods," and "Quality Markets trade
names.  Penn Traffic, which is headquartered in Syracuse New, York,
also operates wholesale food distribution businesses serving 95
licensed franchises and 81 independent operators.  


RANKIN AUTOMOTIVE: Announces Year End Earnings
----------------------------------------------
The fiscal year ended February 25, 1999 will without a doubt prove
to be a landmark year, the quantum leap for Rankin Automotive Group,
Inc. (Nasdaq: RAVE) ("Company"). The Company made dramatic progress
under the most trying of circumstances. Faced with the crisis of
having no major auto parts supplier for our stores, the Company
boldly pushed forward on two fronts by purchasing its major
supplier, APS, Inc.'s distribution center in Monroe, Louisiana in
October of 1998. In addition, negotiations continued that lead to
the tripling of the size of the Company as announced on March 1,
1999 through the recently completed acquisitions of US. Parts
Corporation, Allied Distributing Company, and Automotive
and Industrial Supply, Inc. Our sales for fiscal year ended February
25, 1999 were $40.1 million, versus $38.7 million for the same
period last year, but on a proforma basis, our combined annual sales
would now be in excess of $140.0 million.

The pressure on the Company's supply chain associated with the
bankruptcy of the APS system and the subsequent purchase and ramp up
of the Monroe Distribution Center late in the year had an adverse
affect on the Company's 1999 operations. The Company recognized a
loss of $693,000 or ($.15) per share for the year versus $789,000
loss or ($.17)per share last year. On a proforma basis, the
Company's earnings would have been $.37 per share after taxes on
1999 sales based upon the historical performance of the combined
companies. The proforma earnings exclude a $1.2 million loss
carryforward available to minimize income taxes in future years, and
any benefits resulting from synergies to be enjoyed by
the new larger Company. Acquisition financing was provided through a
$45 million credit facility with Heller Financial.

Rankin sells automotive parts, products and accessories to
commercial and retail customers in Texas, Louisiana, Mississippi,
Alabama, and Arkansas through its six distribution centers, 67
stores and three machine shops.


SERVICE MERCHANDISE: Court Approves Employee Retention Plan
-----------------------------------------------------------
The Employee Retention Program is "critically important to us," said
Sam Cusano, chief executive officer, after the Court hearing.

The plan affects about 900 of the Debtors' employees, including
hundreds of store managers, jewelry managers and assistant managers,
as well as about two dozen upper-level managers, key employees and
executives. It also provides money for use as needed to retain
certain employees.

For Service Merchandise employees, the retention program alleviates
apprehension and uncertainty and allows them to focus on the
business, Cusano said.  "It gives them financial security in the
process," he said.

Maximum cost for the 18-month program is about $18.8 million for
"stay" bonuses and about $5 million for performance-based
incentives, the Debtors said. (Service Merchandise Bankruptcy News
Issue 6; Bankruptcy Creditors' Service)


SERVICE MERCHANDISE: Statements of Operations
---------------------------------------------
Service Merchandise Company, Inc. and subsidiaries
Consolidated Statements of Operations:

For the 1st Quarter Ended April 4, 1999  
(IN THOUSANDS)                                             
Net sales:  510,509   
Costs and Expenses: 413,708
Gross margin after cost of merchandise sold and buying
and occupancy expenses:96,801
Selling, general and administrative expenses: 167,290

Net loss before extraordinary item:(160,487)   
Net loss  $(168,338)
(Service Merchandise Bankruptcy News Issue 6; Bankruptcy Creditors'
Service)


TALK AMERICA: Allowed to Bring Consultant To Bankruptcy Hearing
-----------------------------------------------------------------
Portland Press Herald reports on May 27, 1999 that a U.S. Bankruptcy
Court judge on Wednesday approved Talk America Inc.'s  request to
hire a financial consultant as the company begins working
out a plan  to reorganize itself and pay off its debts.

Talk America owes money to more than 16,000 creditors, a number
believed to be unprecedented in the history of bankruptcy court in
Maine. More than 14,000 of the creditors are Talk America's
customers -- individuals from across the country due refunds for
Talk America products they returned.

The hearing Wednesday before Judge James A. Goodman was the first
proceeding in which attorneys for Talk America and some of its
creditors met face to face.  From the hearing and court papers that
have been filed, a picture is emerging of a company riddled with
debt, unable to pay even some of its basic bills like rent and
insurance.

With more than 1,000 commercial creditors claiming they are owed
$11.2 million and individual creditors claiming an additional $1.7
million, the proceedings are sure to be complex. Talk America claims
assets of $9 million.  With the approval of the court, Talk America
plans to hire a financial expert from Cloudhawk Management
Consultants in Portland. He will receive up to $185 an hour.

Talk America was founded in 1991 by Robert Graham as a one-man, one-
desk, one-phone operation in a small office on Exchange Street. By
1996, the company had grown to 750 employees and had sales in excess
of $100 million.

The company specializes in selling products through television,
radio, print ads, direct mail and telemarketing. Its products
include books and tapes on topics such as how to increase your math
or reading proficiency or how to hit a golf ball "as straight as you
can point."

Its biggest seller by far, though, is a nutritional supplement
called Protein Power, which the company claims can help people lose
weight, reduce cholesterol and even eliminate acid indigestion.

The four largest creditors, all from out of state, are owed more
than $300,000 each. They include companies that develop products for
Talk America and then split the proceeds when the company sells
them. Other large creditors are television stations, publishing
companies and the FedEx and United Parcel Service delivery
companies.


TELEGROUP: PRIMUS to Acquire Business and Assets of Telegroup
--------------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated (Nasdaq: PRTL), a
facilities-based global telecommunications company, announced today
that it has agreed to acquire substantially all of the retail assets
and business of Telegroup, Inc. for approximately $72 million in
cash and debt securities.

PRIMUS expects that the acquisition will result in approximately
$150 million of sustainable retail revenues annually and that the
transaction will be accretive to gross margin and EBITDA. The
addition of Telegroup's 350,000 retail customers brings PRIMUS's
customer base to over 1 million.

PRIMUS will purchase Telegroup's retail customer base and related
assets in the United States, Japan and Hong Kong, and the stock of
Telegroup's European subsidiaries whose operations are exclusively
retail.

PRIMUS will acquire substantially all of Telegroup's global network,
including switches in New York, London, Germany, France, The
Netherlands, Switzerland, Italy, Tokyo and Hong Kong, calling card
platforms in the U.S. and Europe, Telegroup's Web-based order-entry
and provisioning systems for agents, and global network management
center.

The sale was authorized by the United States Bankruptcy Court for
the District of New Jersey, which has had jurisdiction over the
Telegroup bankruptcy  proceeding since it filed for protection under
Chapter 11 of the U.S. Bankruptcy Code earlier this year.  The sale,
which is subject to review under the Hart-Scott-Rodino procedures,
as well as certain state and federal regulatory proceedings, will be
made free and clear of liens and encumbrances, except those
executory contracts which PRIMUS elects to assume. The purchase
price is subject to adjustments based on a review by PRIMUS's
auditors of Telegroup's revenue and the net working capital of the
purchased European subsidiaries.

PRIMUS and Telegroup expect within the next several weeks to sign a
definitive  agreement with an effective date as of June 1, 1999.
PRIMUS has the right to pay the purchase price all in cash or in
equal amounts of cash and notes.

"The acquisition of Telegroup's retail business dramatically
expands PRIMUS's retail customer and revenue base and accelerates
our entry into key markets --particularly in Europe," said K. Paul
Singh, Chairman and Chief Executive Officer of PRIMUS. "Through this
transaction, we will acquire additional scale for our operations in
the United Kingdom and Germany and, with the purchase of  
Telegroup's switches and other network assets, we are now able in
one quick step to build our network footprint throughout Europe."

"We project that the sustainable retail revenues from this
transaction will approximate $150 million per year, half of which
are from Europe," commented Neil Hazard, Executive Vice President
and Chief Financial Officer of PRIMUS.

"In evaluating this opportunity, we were very impressed by the
ability of Telegroup's new management team, which was appointed
after the bankruptcy filing, to maintain the retail business under
adverse circumstances," Singh stated. "This also reflects the
loyalty of Telegroup's highly productive agent network."

"We expect retail customer and agent retention and revenue growth to
continue because PRIMUS's more extensive global network and expanded
product portfolio, including Internet and data products, will
provide a lower cost platform and enhanced services. For example,
PRIMUS has just announced the acquisition of an Internet Service
Provider in Germany. We, and our agents, are excited by the
opportunities this presents for cross-selling and bundling Internet
access, IP Voice and IP Fax products to our expanded list of voice
customers."

PRIMUS Telecommunications Group, Incorporated is a global
facilities-based telecommunications company providing domestic and
international long-distance voice, data, Internet, private network
and value-added services.


THE COSMETIC CENTER: Closes On $50 Million  Credit Facility
-----------------------------------------------------------             
The Cosmetic Center, Inc. today announced that it has received final
bankruptcy court approval for, and closed on, a $50 million debtor-
in-possession (DIP) financing facility from  BankBoston Retail
Finance Inc. and Congress Financial Corporation. This financing is
expected to provide funding for all post-petition trade and  
employee obligations, as well as the Company's ongoing operating
needs during  the restructuring process.

"We are pleased to have reached this important milestone in the
reorganization process," said Kevin Regan, Chief Executive Officer
of Cosmetic Center. "Now that we have closed on our DIP facility, we
will be able to move forward with our strategic plans to revitalize
the Company."

Mr. Regan continued, "BankBoston Retail Finance and Congress
Financial demonstrated excellent responsiveness in structuring this
new facility. Their ability to act quickly and professionally,
combined with their understanding of our business objectives, has
been extremely helpful."

Based in Columbia, Maryland, Cosmetic Center is a specialty retailer
of name brand and private label fragrances, cosmetics, professional
hair-care, health and beauty products. Following the previously
announced closing of 116 underperforming stores and corporate
downsizing, the Company will operate 31 Cosmetic Center(c) stores
primarily in Maryland and Virginia and 93 Prestige Fragrances &
Cosmetics outlet stores in 27 states.


UNITED COMPANIES: Shareholders Committee Wants Financial Info
-------------------------------------------------------------
A newly appointed shareholders committee in the bankruptcy of United
Companies Financial Corp. is set to ask the company to release
financial information.

The company's annual financial report for 1998 is nearly a month
past due, and shareholders have repeatedly complained that the
company was selling subsidiaries and taking other steps without
making public its financial status.

Nicola Biase, who runs an Italian investment company that lost about
$26 million on paper when the company's stock plummeted, said he and
other committee members will demand the information in a letter to
the company soon. Despite the company's inability to produce its
annual report, company officials must be using some financial
numbers to run the company, he said. "They have to know if they can
meet payroll next week, and they know how much money they have in
the bank," Biase said Tuesday.

Deborah Hicks Midanek, the company's chief executive officer who has
clashed with Biase and other dissident shareholders over the
bankruptcy, said the request would have to be reviewed by lawyers.

United Companies, which made home equity loans to borrowers
considered high- risk, filed for bankruptcy protection from its
creditors March 1 after warning it would default on debts totaling
$1.2 billion. A dissident shareholders alliance - which formed
through an Internet message board - has opposed Midanek's decisions
in the bankruptcy, particularly her move to sell the company's chain
of retail loan offices.

On Monday, the U.S. Department of Justice notified members of the
Internet-based alliance that they were among seven members named to
serve on the shareholders committee in the bankruptcy.

The stock has bounced from one market to another. After the company
declared bankruptcy, trading of the stock was halted on the New York
Stock Exchange. It then moved to the Electronic Bulletin Board run
by the National Association of Securities Dealers, but trading was
halted there, too. Now the stock is traded on the "pink sheets," a
daily publication of stock prices published by the National
Quotation Bureau in New York City. (Advocate Baton Rouge - 05/27/99)


WILLCOX & GIBBS: Bankruptcy Filing On 4/20/99 Slows Reporting
-------------------------------------------------------------
Willcox & Gibbs Inc. filed under Chapter 11 of the Bankruptcy Code
on April 20, 1999.  It has not yet filed its Annual Report with the
SEC for 1998 due to the involvement of management in matters
relating to the bankruptcy filing.  The company says it expects to
file such report soon and will file the first quarter of 1999 report
as promptly as possible thereafter.

Willcox and Gibbs states it expects a net loss of approximately  $6
million for the first quarter of 1999, due principally to lower
sales and to expenses relating to the restructuring of the company's
capitalization.


WSR CORP: Seeks Extension To Assume/Reject Leases
--------------------------------------------------
The debtors, WSR Corporation et al seek an extension of time within
which to assume or reject unexpired leases of nonresidential real
property.  A hearing to consider the motion will be held on June 2,
1999 at 2:30 PM.  The debtors are currently parties to more than 90
leases and subleases.  The debtors assert that they continue to
evaluate every aspect of their business and the profitability of
each of their stores.  However, the debtors need additional time to
determine and analyze the full impact of these initiatives on each
store's profitability.  Where the debtors have been able to
determine that a certain store or market is unprofitable, the
debtors have rejected the leases.  The debtors seek an order
extending the period in which they must assume or reject the
unexpired leases until September 6, 1999.

The debtors say that they have made progress in these cases, that
comparative store sales have increased for eight months since the
new management team has instituted new initiatives.  The debtors
have made leasehold improvements at certain of their stores, and the
debtors have retained Retail Consulting services Inc. as real estate
consultants.  The debtors have completed a three-year business plan.

Granting the request for this extension will provide the debtors
with the time and flexibility they need to coordinate the assumption
or disposition of their leases with the process of formulating and
implementing a business strategy that will serve as a foundation for
a confirmable plan.

                      *********

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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, Yvonne L. Metzler and Lexy Mueller, Editors.
Copyright 1999. All rights reserved.  ISSN 1520-9474.  

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