TCR_Public/970428.MBX



content="text/html; charset=iso-8859-1">

InterNet Bankruptcy Library - News for April 28, 1997







Bankruptcy News For April 28, 1997




        
  1. Cincinnati Microwave Sells Phone
            Technology

  2.     
  3. Newton Man Sentenced For Bankruptcy
            Fraud, United States Attorney Reports

  4.     
  5. LTV Receives $29 Million Judgment

  6.     
  7. Marvel bondholders issue statement on
            company's proposal to combine with Toy Biz

  8.     
  9. Marvel & Toy Biz Sign Letter of
            Intent

  10.     
  11. Gold & Stanley, P.C. Becomes First
            Law Firm In Nation With Four Board Certified Business
            Bankruptcy Attorneys

  12.     
  13. Tandycrafts, Inc. Reports Third
            Quarter Results, Which Includes Announced Repositioning
            Charge for Joshua's Christian Store Chain






Cincinnati Microwave Sells Phone
Technology



CINCINNATI, OH - April 28, 1997 - href="chap11.cincinnati.html">Cincinnati Microwave, Inc.
announced today that it signed an Asset Purchase Agreement with
Xsys New Media Technologies (Xsys) to purchase SureLink II, a
portion of its digital spread spectrum cordless telephone
technology, for $300,000. On Friday, April 25, 1997 the Company
filed a motion with the United States Bankruptcy Court, Southern
District of Ohio, Western Division, for an order (i) granting
authority to sell the assets to Xsys pursuant to Section 363 of
the Bankruptcy Code, (ii) establishing auction procedures and
(iii) setting a hearing date of May 1, 1997 on the sale of these
assets.



The Company is in the process of selling its modem business
and looking for buyers for the rest of its phone business. These
transactions, however, are not likely to contribute more than
minimum value to the creditors. These sales, coupled with the
closing of the sale of the Company's real estate, will complete
the sale of substantially all of the Company's assets.



Additional information on the Company, its products and
markets can be obtained from the Company's worldwide web site:
http://www.cnmw.com/welcome.htm.



SOURCE Cincinnati Microwave, Inc. /CONTACT: Elaine Bacon of
Cincinnati Microwave, Inc., 513-489-5400, shinfocnmw.com; or Bill
Schmidle, Analyst Inquiries, 312-640-6753, or Karl Plath, General
Inquiries, 312-640-6738, both of The Financial Relations Board/






Newton Man Sentenced For Bankruptcy Fraud,
United States Attorney Reports



BOSTON, MA - April 28, 1997 - A Newton, Massachusetts man was
sentenced today to five months in prison, restitution and a fine
for concealing in his bankruptcy his ownership interest in his
residence.



United States Attorney Donald K. Stern announced that STEPHEN
CARP, 51, of 824 Dedham Street, Newton, Massachusetts, was
sentenced today by U.S. District Judge Richard G. Stearns to five
months in prison, five months in home confinement on electronic
monitoring, two years of supervised release, $30,000 in
restitution, and a $3,000 fine.



At the time of CARP'S plea in January, a government prosecutor
advised the Court that in 1991, CARP entered into an oral
agreement with a friend concerning the purchase of the Newton
property: the agreement was that the friend would provide the
down-payment, the property would be purchased in the friend's
name, CARP would obtain the funds to renovate the property, CARP
would make all the arrangements for renovations, CARP would live
in the property and CARP would pay the mortgage, taxes and other
expenses of the property; the agreement also provided that when
the property was ultimately sold, CARP and his friend would share
the proceeds, if any. When CARP filed for bankruptcy in February,
1995, he failed to disclose his equitable interest in the Newton
property.



The case was investigated by the Federal Bureau of
Investigation, was referred by the U.S. Trustee's Office in
Boston, and was prosecuted by Assistant U.S. Attorney Mark J.
Balthazard of Stern's Economic Crimes Unit.



SOURCE U.S. Attorney's Office /CONTACT: Amy Rindskopf or Joy
Fallon of U.S. Attorney's Office, 617-223-9445/






LTV Receives $29 Million Judgment



CLEVELAND, OH - April 28, 1997 - The
LTV Corporation
(NYSE: LTV) today announced receipt of
approximately $29.3 million from a judgment against Thomson CSF,
S.A. The judgment related to Thomson's unsuccessful effort to
secure U.S. Government approval for its proposed purchase of
LTV's Aerospace and Defense Company in 1992. Under terms of an
agreement between LTV and Thomson, failure to secure such
approval resulted in Thomson having to pay LTV, a "reverse
break-up fee."



Under LTV's Joint Plan of Reorganization, LTV is required to
contribute one-half of the proceeds from the Thomson judgment to
an aerospace creditor trust.



LTV said the proceeds would be reflected in its remaining
balance sheet reserves for bankruptcy related issues.



LTV is the nation's largest producer of value-added,
flat-rolled steel for the automotive, appliance and electrical
equipment markets; a major producer of welded pipe, tubing and
electrical conduit; and of tin plated steel for the container
industry.



SOURCE LTV Corporation /CONTACT: Media, Mark R. Tomasch,
216-622-4635, or Analysts, John C. Skurek, 216-622-4600, or
Marion Lokmer-Brosko, 216-622-4591, all of The LTV Corporation/






Marvel bondholders issue statement on
company's proposal to combine with Toy Biz



NEW YORK, NY --April 28, 1997--Members of the Official
Committee of Bondholders of Marvel
Holdings, Inc.
, Marvel (Parent) Holdings, Inc. and Marvel III
Holdings, Inc. ("Bondholders' Committee") issued the
following statement today regarding Marvel Entertainment Inc.'s
(NYSE: MRV) most recent proposal to combine with Toy Biz Inc.:



"The proposal by Marvel's management and its Board is an
outrageous sweetheart deal for the banks and Toy Biz insiders at
the expense of Marvel's shareholders and bondholders. This
proposal is even worse for Marvel's shareholders and bondholders
than the original Perelman plan -- it provides only warrants to
purchase up to 12.5% of what's left of this combined company.
Marvel's Board and management have abdicated their fiduciary
responsibility to the owners of the Company and are trying to
give a windfall to the banks and Toy Biz insiders. We will fight
this plan vigorously with every legal remedy available under the
bankruptcy laws."



The Official Committee of Bondholders of Marvel Holdings,
Inc., Marvel (Parent) Holdings, Inc. and Marvel III Holdings,
Inc. was formed on January 9, 1997 in Wilmington, Delaware. The
members of the Bondholders' Committee include High River Limited
Partnership (Chairman), Westgate International, L.P.
(Vice-Chairman), United Equities Commodities Company, Jeff
Schultz Investments, Whereco, Inc. and M3, LLC. The Bondholders'
Committee has retained Jefferies & Co. Inc. as their
financial advisors.



CONTACT: George Sard/Paul Caminiti/Tracy Williams Sard
Verbinnen & Co 212/687-8080






Marvel & Toy Biz Sign Letter of
Intent



NEW YORK, NY - April 28, 1997 - Marvel
Entertainment Group, Inc.
(NYSE: MRV) and Toy Biz, Inc.
(NYSE: TBZ) signed a letter of intent proposing a new plan of
reorganization for Marvel and its subsidiaries.



Under the plan announced today, Marvel's publishing and
licensing businesses and Toy Biz would merge to form a new
entity. Under the contemplated transaction, Toy Biz would merge
with the Marvel character-based businesses and Marvel's secured
lenders would receive in satisfaction of their claims (i) cash
proceeds of a new $250 million term loan and a 5-year, $170
million note from the merged Marvel/Toy Biz, (ii) 28% of the
equity of the merged Marvel/Toy Biz, and (iii) all of the stock
of Marvel's Fleer/SkyBox and Panini subsidiaries.



In addition, Marvel shareholders would receive two series of
three-year warrants. The first series would entitle Marvel
shareholders to acquire 7.5% of the common stock of the new
Marvel/Toy Biz on a fully diluted basis with an exercise price
based upon Marvel/Toy Biz having an enterprise value of $950
million. The second series would entitle Marvel shareholders to
acquire an additional 5% of the common stock of Marvel/Toy Biz on
a fully diluted basis with an exercise price based on Marvel/Toy
Biz having an enterprise value of $1.1 billion.



The proposed plan contemplates that the Marvel/Toy Biz
transaction would be subject to higher or better offers through
an auction process. Under the auction process, the minimum
acceptable bid for the new Marvel/Toy Biz would be one that
yields net cash proceeds (after payment of administrative
expenses and amounts owed under the DIP credit facility) to
Marvel's pre-petition secured lenders in an amount equal to
approximately $430 million, and that yields to the stockholders
of Toy Biz (other than Marvel) $285 million, or approximately $14
per share.



As an alternative, notwithstanding the auction process
described above, a bid may be accepted for Marvel's publishing
and licensing businesses and its approximately 26.7% interest in
Toy Biz in an amount at least sufficient to yield net cash
proceeds (after payment of administrative expenses and amounts
owed under the DIP credit facility) to Marvel's pre-petition
secured lenders of approximately $430 million. In such instance,
Toy Biz's shareholders (other than Marvel) would receive a
breakup fee of $7 million.



Marvel's Fleer/SkyBox and Panini businesses will also be
marketed and may be sold in a separate auction.



Marvel also announced its intention to retain, subject to
court approval, an investment banking firm to assist the company
in identifying potential bidders and conducting the auctions.



Marvel's lead lender, Chase Manhattan Bank, has indicated its
support of this proposed plan.



Scott Sassa, Chairman and CEO of Marvel, said: "This
proposal paves the way for a plan that treats all parties as
fairly as possible, and provides for an opportunity for the
holding company bondholders and Marvel's equity holders to
receive a recovery."



Joseph M. Ahearn, CEO of Toy Biz, said: "We believe this
plan is in the best interests of our shareholders and our
business. Acquiring the Marvel character-based businesses
presents great opportunities to expand our revenues by
integrating Marvel media, licensing and publishing.
Alternatively, our shareholders have the opportunity to receive a
meaningful premium to the market." Mr. Ahearn said Dillon,
Read & Co. Inc. would act as Toy Biz's financial advisor in
these transactions.



Completion of the transactions contemplated by the letter of
intent is subject to, among other things, approval by the Marvel
and Toy Biz boards, negotiation and execution of definitive
documentation (including a plan), confirmation by the bankruptcy
court, and approval of Toy Biz's shareholders.



SOURCE Marvel Entertainment Group, Inc.; Toy Biz, Inc.
/CONTACTS: For Marvel: Gary Fishman, of The Hudson Stone Group,
212-685-6890. For Toy Biz: Diane Perry, 212-704-8156, or Joe
Kist, 212-704-8239, both of Edelman Financial/






Gold & Stanley, P.C. Becomes First Law
Firm In Nation With Four Board Certified Business Bankruptcy
Attorneys



ALEXANDRIA, Va., April 28, 1997 - Gold & Stanley, P.C.,
the Washington metropolitan area's leading independent creditors'
rights in bankruptcy law practice, became the only law firm in
the country to have four board certified business bankruptcy
attorneys on April 11, 1997 with the certification of Howard I.
Rubin, Esquire, a principal of the firm.



Along with its large bankruptcy litigation practice, Cold
& Stanley, P.C. represents clients in out of court workouts
and problem credit litigation. The firm was established in 1984
and has its main offices in Alexandria, Virginia. In 1985 the
firm was awarded Martindale-Hubbell Law Directory's highest
rating: AV. In 1992 it was selected for representation in
Martindale-Hubbell's Bar Register of Prominent Lawyers.



Howard I. Rubin is a graduate of the Washington College of Law
of the American University where he received his Juris Doctor
degree Cum Laude. He received his Bachelor of Arts degree from
Drew University in Madison, New Jersey. His practice is
concentrated in bankruptcy and creditors' rights in which he has
developed a special expertise in preference recovery litigation.
Mr. Rubin is admitted to practice in Virginia, Maryland and the
District of Columbia. His experience includes state and federal
trial and appellate court practice. He serves the community as
Vice Chairman of the Virginia State Bar 18th Circuit Committee on
the Resolution of Fee Disputes. He is also a published author and
lecturer on bankruptcy and creditors' rights topics.



The American Bankruptcy Board of Certification is an American
Bar Association accredited nonprofit organization dedicated to
serving the public and improving the quality of the bankruptcy
bar. The rigorous American Bankruptcy Board of Certification
standards are designed to encourage bankruptcy practitioners to
strive toward excellence and to recognize those attorneys who are
experts in the bankruptcy field.



For more information about bankruptcy certification, contact
H. Jason Gold at 703-836-7004.



SOURCE Gold & Stanley, P.C. /CONTACT: H. Jason Gold of
Gold & Stanley, 703-836-7004/






Tandycrafts, Inc. Reports Third
Quarter Results, Which Includes Announced Repositioning Charge
for Joshua's Christian Store Chain



FORT WORTH, Texas, April 28, 1997 - TANDYCRAFTS, INC., (NYSE:
TAC) today reported a net loss of $5,701,000, or $0.45 per share,
for its fiscal third quarter ended March 31, 1997, compared to
net income of $364,000, or $0.03 per share, for the same quarter
last year. The results for the quarter include pretax charges of
$5.3 million to reposition the Company's Joshua's Christian
Stores chain. Those charges include markdowns resulting from the
liquidation of discontinued merchandise and certain costs
associated with the closing of 13 under-performing stores. Sales
for the quarter were $54,456,000, representing a l3.5% increase
when compared to the same quarter last year, excluding divested
operations. Retail sales for the quarter increased 5.6% while
manufacturing sales increased 24.8%. Same-store sales were down
6.8% at Tandy Leather, while the Company's Sav-On Office Supplies
and Joshua's Christian Stores chains achieved same-store sales
gains of 19.7% and 15.1%, respectively, for the quarter. At
manufacturing, the Frames and Framed Art division achieved a
sales increase of 30.7% while TWI achieved a 14.1% sales
increase.



In commenting on the quarter, Michael J. Walsh, Chief
Executive, stated, "The results for the quarter reflect
certain actions which we believe, while negatively impacting the
quarter's results, will place the Company's operating units on a
much firmer and profitable foundation going forward and position
the Company to achieve a strong rebound in fiscal 1998. Of these
actions, the $5.3 million in pre-tax repositioning charges
related to the Joshua's Christian Stores chain are the most
significant, however, the quarterly results also reflect an
investment in consolidating and relocating certain operations
within the TWI division which will result in significant annual
savings. Additional one-time severance expenses were also
incurred as a result of personnel reductions. We believe that the
benefit of these personnel reductions and other expense
reductions will be reflected in future periods."



Mr. Walsh also stated, "Sav-On Office Supplies continues
to show strong results with double digit same-store sales gains
and an increase in operating income of $562,000, or 146%, for the
quarter. On the manufacturing side, the Picture Frames and Framed
Art division experienced increased production costs related to
the development of new products, which negatively impacted
margins. The licensed products group, which was negatively
impacted by expenses associated with the relocation and
consolidation of certain manufacturing operations, was also
negatively impacted by certain one-time charges related to the
writedown of remaining 1996 Olympic product."



For the nine months ended March 31, 1997, the Company reported
a net loss of $2,619,000 or $0.21 per share compared to a net
loss of $12,006,000 or $1.01 per share for the same period of
fiscal 1996. The results for the prior year period included
restructuring charges of $12.3 million, after tax, or $1.03 per
share. Excluding the restructure charges taken during the last
two fiscal years, the Company's net income increased $532,000 or
180% for the nine months ended March 31, 1997 compared to the
same period in the previous year.



Certain statements contained herein which are not historical
facts are forward-looking statements that involve risks and
uncertainties including, but not limited to, customer demand and
trends, related inventory risks due to shifts in customer demand,
risks associated with new business opportunities, competition,
dependence on key personnel, the performance of each operating
unit, relationships with key customers, commodity price
fluctuations, new product introductions, interest rate
fluctuations, recessionary factors, seasonality and other risks
disclosed in the Company's latest annual report on form 10-K
filed with the Securities and Exchange Commission.



Tandycrafts, Inc., is a specialty retailer and manufacturer.
Included in its Specialty Retail segment are Tandy Leather
Company, Joshua's Christian Stores, and Sav-On Office Supplies.
The Specialty Manufacturing segment is comprised of two
manufacturing divisions: Picture Frames and Framed Art and Tandy
Wholesale International ("TWI").



                          TANDYCRAFTS INC. AND SUBSIDIARIES
                          Consolidated Statements of income
                       (in thousands, except per share amounts)
                                     (unaudited)
        


                                          Three Months Ended,       Nine
        Months Ended
        


                                           March 31,                March 31,
                                       1997        1996          1997
1996
            Net sales                    $54,456     $53,556      $185,472
        $190,252
        


        Operating costs and expenses:
            Cost of goods sold            41,128     32,834        123,548
        119,532
        


        Selling, general
             and administrative           20,062     18,186         59,499
        62,362
        


            Restructuring charge              --       (501)
        --     18,317
        


            Depreciation and amortization  1,315      1,482          4,078
        4,722
        


        Total operating costs
             and expenses                 62,505     52,001        187,125
        204,933
        


            Operating income (loss)       (8,049)     1,555         (1,653)
        (14,681)
        


            Interest expense, net            720        996          2,375
        3,198
        


        Income (loss) before
             income taxes                 (8,769)       559         (4,028)
        (17,879)
        


            Provision for income taxes    (3,068)       195         (1,409)
        (5,873)
        


            Net income                   $(5,701)      $364        $(2,619)
        $(12,006)
        


            Net income (loss) per share  $ (0.45)     $0.03         $(O.21)
        $(1.01)
        


        Weighted average common and
             common equivalent shares     12,565     12,109         12,369
        11,937
        


                                                          Joshua's
Sav-On
                                      Tandy Leather       Christian
Office
                                                              Bookstores
        Supplies
        


        Number of stores                   170                71            36
        Quarter:
         Net sales                       9,622             7,257         9,331
         Same store sales gains/(losses)  (6.8)%            15.1%
19.7%
        Nine Months:
         Net sales                      30,753            24,415        27,358
         Same store sales gains/(losses)  (6.1)%             2.0%
23.7%
        


SOURCE Tandycrafts Inc./CONTACT: James D. Allen, Executive
Vice President and Chief Financial Officer of Tandycrafts,
817-551-9606/