TCR_Public/970917.MBX       T R O U B L E D   C O M P A N Y   R E P O R T E R

        Wednesday, September 17, 1997, Vol. 1, No. 18

                        In This Issue

BARRY'S JEWELERS: Bondholders Oppose Management Contracts
BIG RIVERS: Replies to The Chase Manhattan Bank
BUMBLE BEE: Committees Back Disclosure Statement
CALDOR: Caldor Reports Second Quarter 1997 Results
CINCINNATI MICROWAVE: Creditors Object to Details of Sale

DOEHLER-JARVIS: Hearing for Asset Purchase Agreement
L. LURIA: Closes, Liquidates Remaining Stores
MAIDENFORM: Seeks to Assume/Reject Unexpired Leases
MARVEL: Asks Court to Enforce Automatic Stay
MARVEL: Asks Court to Dismiss Chapter 11 Cases

MARVEL: Lenders Want Trustee to Oversee Sale
MIDCON OFFSHORE: Hearing Continued
NETS: Creditors' Committee OKs Extending Exclusivity
PARTY WORLD: Last Date to File Proofs of Claims
POCKET COMMUNICATIONS: DIP Lenders on FCC Claim
SILAS CREEK: Committee Wants Say in Sale to ABC Fabrics

SIZZLER: New Bank Loan Commitment Announced
STANDARD BRANDS: Seeks to Consolidate the Debtors' Estates
STRAIGHT ARROW: Keeps Counsel on Trademark Issues
STRAWBERRIES: Sale of Assets to Record Town
WESTERN FIDELITY: Wants to Hire Financial Advisor

                         -----

BARRY'S JEWELERS: Bondholders Oppose Management Contracts
-----------------------------------------------------------
The Official Bondholder Committee in the Chapter 11 case of Barry's
Jewelers, Inc. opposes an order authorizing executive management contracts
and post-petition employment agreements.  Specifically, the bondholders
object to annual bonuses totaling approximately $1.6 million, fifty
percent of which will be paid if the debtor achieves an undisclosed fiscal
year-end EBITDA.  The Bondholders argue that the debtor's management has
been very careful to "hide the ball" with respect to the profitability of
the debtor's operations.

Furthermore, the Bondholders argue that the aggregate annual salaries for
the executives exceeds $3.4 million which is an amount several times
larger than the total cash payment the creditors committee has agree to
support as a distribution to satisfy more than $17 million of pre-petition
claims.

In addition, the Bondholder Committee opposes the debtor's motion to
extend exclusive periods in which to file a plan of reorganization. The
committee states that a confirmable, consensual plan of reorganization is
now ready to be filed and prosecuted, and the exclusivity motion has been
brought for one purpose, to strengthen management's hand in a negotiation
of its employment contracts and its treatment and compensation under a
plan of reorganization.


BIG RIVERS: Replies to The Chase Manhattan Bank
------------------------------------------------
Big Rivers Electric Corporation states that the Chase Manhattan Bank has
elected to pursue its role as the sole supporter of the examiner's fee
enhancement application by engaging in an unnecessary and particularly
venomous attack on Big Rivers Electric Corporation and its professionals.

Big Rivers denies that the company or its professionals have acted
inappropriately and inconsistently with their respective fiduciary duties
and Big Rivers denies Chase's assertion that the debtor can comfortably
pay Mr. Schilling's request for compensation.  Big Rivers also denies the
accuracy of Chases's discussion regarding sources and uses of cash at
closing and the $8 million operating fund.


BUMBLE BEE: Committees Back Disclosure Statement
------------------------------------------------
Bumble Bee Seafoods, Inc., and its subsidiary's Official Committees of
Unsecured Creditors agree on the terms of the disclosure statement to
accompany the debtors' joint plan.  The committees say in light of the sale
of substantially all of the debtors' assets to a third party, they have
reviewed the disclosure statement to ensure it minimizes the accrual of
administrative expenses.


CALDOR: Caldor Reports Second Quarter 1997 Results
--------------------------------------------------
The Caldor Corporation announced its financial results for the 13- and
26-week periods ended August 2, 1997.

For the second quarter of 1997, the company's EBITDAR (earnings before
interest, taxes, depreciation, amortization and reorganization items) was
$13.7 million compared to $6.3 million in 1996, for an increase of $7.4
million.  For the six months ended August 2, 1997, EBITDAR was $9.1
million compared to a loss of $6.6 million for the prior year, for an
increase of $15.7 million.

The company's operating loss for the second quarter of 1997 (results
before interest, taxes, and reorganization items) was $1.5 million versus
an operating loss of $8.6 million in the period last year.  For the six
months ended August 2, 1997, operating loss was $21.2 million compared to
an operating loss of $34.7 million in the same period last year.

The company's net loss for the second quarter was $18.0 million, or $1.07
per share, compared to a net loss of $28.4 million, or $1.67 per share,
for the second quarter of 1996.  The net loss for the first half of 1997
was $54.3 million, or $3.21 per share.  In the comparable period in 1996,
the net loss was $71.7 million, or $4.23 per share.  The results for the
second quarter and the first half of 1997 included reorganization items of
$5.6 million and $11.8 million, respectively, principally for retention
costs, professional fees, and other bankruptcy related expenses.

Net sales for the second quarter of 1997 were $598.2 million compared to
$622.2 million for the second quarter of 1996, a 3.9 percent decline.
Comparable store sales declined by 2.3 percent for the quarter. For the
twenty-six weeks ended August 2, 1997, net sales were $1.12 billion
compared to $1.19 billion in the same period last year, a decrease of 5.6
percent.  Comparable store sales declined by 4.4 percent for the first
half of fiscal 1997.

Warren D. Feldberg, chairman and CEO, commented, "The improved results
reflect progress being made as a result of the company's new marketing,
merchandising, and financial strategies and are in line with the company's
business plan." He also noted that the company continues to have
significant credit availability under its approximately $450 million
Debtor-in-Possession bank facility.

Recently, Caldor announced the extension through February 28, 1998 of its
exclusive period to file a plan of reorganization, and the period for
which it can solicit acceptances for the reorganization plan through April
30, 1998.  According to the company, the extension will enable it to
implement its strategies through the back-to-school and fourth quarter
periods and to make refinements as appropriate.  At this point, it appears
unlikely that a plan of reorganization would provide for recovery by
equity security holders.


CINCINNATI MICROWAVE: Creditors Object to Details of Sale
---------------------------------------------------------
The Official Committee of Unsecured Creditors objects on a limited basis
to the debtor's motion for an order granting authority to sell its real
property to Home Depot USA, Inc. for $4.9 million.  

The Committee states that pursuant to the agreement, Home Depot has the
option, but not the obligation to purchase the property, and that the
$100,000 earnest money deposit is minuscule.  As provided in the
agreement, the escrow deposit would be Home Depot's only penalty in the
event that it defaults on the purchase of the property.

The Committee argues that the purchaser should be required to provide
$400,000 in escrow, and that the Seller should not be limited to that
amount and waive all other rights and remedies in the event that Home
Depot defaults on the purchase.


DOEHLER-JARVIS: Hearing for Asset Purchase Agreement
-----------------------------------------------------
On September 24, 1997 a hearing will be held at the United States District
Court for the District of Delaware to (i) approve terms for submission of
competing offers, over-bid procedures, break-up fees and notice
requirements; and (ii) scheduling date, time and place for hearing on
requested relief.

A motion has been served for orders: (A) Approving Terms for Submission of
Competing Offers, Over-bid Procedures, Break-up Fees and Notice
Requirements (B)(i) Approving Asset Purchase Agreement providing for the
Sale of Assets of the Materials Handling Division of the Kingston-Warren
Corporation and Authorizing the Kingston-Warren Corporation to Assume its
Obligations Thereunder (ii) Authorizing the Assumption and Assignment of
Certain Executory Contracts in Connection Therewith (iii) Authorizing the
Assumption of a Certain Agreement with Tony Stewart (C) Scheduling Date,
Time and Place for Hearing on Requested Relief and (D) Granting Related
Relief

Kingston Warren, a wholly owned subsidiary of Harvard Industries, Inc.,
one of the debtors in this case, is seeking a sale of King-Way, a division
of Kingston Warren.  King-Way is a non core division of Kingston Warren
and represents less than three percent of the aggregate book value of
Kingston Warren.  The asset purchase agreement contemplates sale of the
King-Way assets to Stanwich for $18,050,000.


L. LURIA: Closes, Liquidates Remaining Stores
---------------------------------------------
L. Luria & Son, Inc., has been granted authority to close its six
remaining stores and sell the remaining merchandise free and clear of all
liens, including the lien of Foothill Capital Corporation.  The company
will receive a guaranteed amount equal to 32.5 percent of the aggregate
retail price of the merchandise plus all petty cash on hand at the stores,
with approximately 90 percent or $7.3 million to be paid at the close of
the sales and the balance within two days of the final inventory report
from liquidating agent Gordon Brothers Partners, Inc.

After receiving the guaranteed amount, L. Luria will remit to Foothill via
wire transfer $5.955 million in release of all claims of Foothill plus
$715,441 in cash collateral for five outstanding letters of credit.  The
sales will commence on September 10, 1997, and are to be completed by
December 21.


MAIDENFORM: Seeks to Assume/Reject Unexpired Leases
---------------------------------------------------
On September 25, 1997 in Room 601, United States Bankruptcy Court,
Alexander Hamilton Custom House, One Bowling Green, New York, New York
10004, the debtor will seek an order authorizing and approving the
rejection of certain unexpired leases of nonresidential property.


MARVEL: Asks Court to Enforce Automatic Stay
---------------------------------------------
Marvel Entertainment Group Inc., and Marvel Characters Inc. are seeking
emergency enforcement of the automatic stay. Marvel Characters, Inc. (MCI)
owns 78 percent of the voting power of Toy Biz, which entitles MCI
effectively to control Toy Biz by electing a majority of its board.  But
since the election of the eight new directors to Toy Biz's board of
directors, Marvel alleges that Toy Biz and members of the Toy Biz Group
have actively and continuously impaired and exercised control over MCI's
rights under its shares of stock, which include the right to control Toy
Biz.  Marvel alleges that Toy Biz has willfully disregarded MCI's equity
and voting interest in Toy Biz, and otherwise attempted to exercise
control over - and in fact eliminate - MCI's rights under the shares.  The
debtor is seeking both the enforcement of the automatic stay and the award
of monetary compensation for all damages suffered by the debtor as a
result of the violations of the automatic stay, and attorneys' fees.


MARVEL: Asks Court to Dismiss Chapter 11 Cases
-----------------------------------------------
Marvel Entertainment Group, Inc., wants to dismiss its Chapter 11 cases
with the support of the Official Committee of Equity Security Holders,
indenture trustee LaSalle National Bank, and the Official Bondholders
Committee of Marvel Holdings.

The Equity Committee says it upholds the dismissal because it did not
receive a proposal from the current lenders that would preserve the
shareholder's interest in the company and it looks like the bankruptcy
process is not being used to rehabilitate the company.

Marvel says negotiations with the prepetition banks have stalled and it
does not look like they will ever reach an agreement. The company is about
to run out of funds with which to operate the business and satisfy its
obligations.  Because the court won't let Marvel get DIP financing from
the standby purchasers, who are the only acceptable financing source, the
company says it believes there is no alternative but to have the cases
dismissed.

Section 1112(b) of the Bankruptcy Code provides that at the request of a
party in interest the court may convert a case; also, continuing loss or
diminution of the estate and absence of a reasonable likelihood of
rehabilitation or the inability to effectuate a plan merit dismissal.
These conditions, says Marvel, have been met.

The company says the prepetition banks' proposal to provide their own DIP
financing if a Chapter 11 trustee is immediately appointed would violate
the company's due process rights. There must be a full evidentiary hearing
before such an appointment, but the company doesn't have the funds to
survive that long. Also, it says, appointing a trustee is inconsistent
with the contractual remedy of foreclosure in pre- and postpetition loan
agreements.

Liquidation by conversion to Chapter 7 may unearth substantial claims in
the nature of fraudulent conveyance, lender liability, and equitable
subordination, says Marvel, but there is no means of funding the
administrative expenses of a Chapter 7 trustee.

Marvel says the banks won't foreclose and the DIP banks have rejected an
offer of full and immediate repayment. Since the banks don't want to own
Marvel's assets and be forced to dispose of them outside Chapter 11, at
this point, they are just using bankruptcy proceedings for their
protection. Marvel concludes, "The debtors cannot countenance, and will
not assist in the banks' continued abuse of the Chapter 11 process."


MARVEL: Lenders Want Trustee to Oversee Sale
---------------------------------------------
Chase Manhattan Bank, one of the Marvel Entertainment Group, Inc.'s
secured lenders, seeks the immediate appointment of a trustee to oversee
the marketing and selling of subsidiaries Panini, S.p.A. and
Fleer/Skybox., which are part of the secured lenders' collateral. The
sale, says Chase, has been put on hold because although the Icahn Group
took over under the terms of a global settlement arrangement, it cannot
conclude a deal with ToyBiz. Icahn, says Chase, is "holding these two
significant and deteriorating assets hostage."

Furthermore, says Chase, Marvel cannot keep holding these companies
because they are in desperate need of financing, which Marvel won't
provide


MIDCON OFFSHORE: Hearing Continued
-----------------------------------
The Chapter 11 Trustee, Sheila Macdonald has sought a short continuance
from September 15, 1997 to September 19, 1997 for the following matters:
(i) Debtor's Motion to Compel Compliance with Agreement Regarding LOE's on
South Marsh Island (ii) Debtor's Motion for Authority to Reject Settlement
& Compromise Agreement and Mutual Release with Noram (USA) Inc., et al.
(iii) Joint Motion of LDNG, The United States of America, and Ponder
Industries for Sanctions; and (iv) Motion to Compel Debtor to Assume or
Reject Executory Contract filed by a Certain Testamentary Trust.


NETS: Creditors' Committee OKs Extending Exclusivity
-----------------------------------------------------
The Official Unsecured Creditors' Committee of Nets, Inc. has no objection
to the motion of the debtor seeking to extend the exclusivity deadline
until October 6, 1997. If an additional extension of exclusivity is
sought, the Committee will seek to obtain co-exclusive rights for any
extended period.


PARTY WORLD: Last Date to File Proofs of Claims
-----------------------------------------------
Party World, Inc., announces that proofs of claims and interest must be
filed on or before November 13, 1997, in the Central District of
California


POCKET COMMUNICATIONS: DIP Lenders on FCC Claim
-----------------------------------------------
Pocket Communications, Inc.'s DIP lenders (Pacific Eagle Investments,
Ltd.; Pacific Eagle Investments (L), Limited; Masa Telcom, Inc.; Ericsson,
Inc.; and Siemens Stromberg-Carlson) request that any court order on the
company's valuation motion for the FCC secured claim on licenses grant
them the right to rely on or challenge the valuation method.  The lenders
say other determinations of license value may be necessary in these cases,
not just section 506(a) of the Bankruptcy Code as set forth in the
valuation motion.


SILAS CREEK: Committee Wants Say in Sale to ABC Fabrics
-------------------------------------------------------
"Given the economic interests of its constituency, the Committee should
fully participate in the auction and bidding procedures," asserts the
Official Committee of Unsecured Creditors in response to Silak Creek's
Motion to sell substantially all of its assets to ABC Fabrics, Inc., or
a higher bidder.  The Committee asks Judge Balick to modify the bidding
procedures suggested by the Debtors to permit the Committee to analyze,
review and possibly object to a sale that it doesn't like.  

Further, the Committee doesn't understand all of the complexities
outlined in the Debtors' Motion as they relate to the payment of a
break-up fee to ABC if ABC does not emerge as the successful bidder.  The
Committee urges Judge Balick to direct the Debtors to provide a clear
explanation of the events which will lead to payment of a break-up fee.  
Hopefully, the Committee says, that explanation will comport with the
Debtors' explanation as it stood before the Debtors filed the Bidding
Procedures Motion.


SIZZLER: New Bank Loan Commitment Announced
-------------------------------------------
Sizzler International, Inc., announced it has reached agreement in
principle with Westpac Banking Corp. of Sydney, Australia, for a
five-year, $45 million business loan.

The loan, for which a binding term sheet has been signed, will be used to
refinance the higher interest debt that was part of the restructuring of
Sizzler International undertaken during the company's recently completed
Chapter 11 process.

The Westpac loan, together with cash realized by the company from property
sales and other sources during the one-year Chapter 11 process, will be
used to fully repay the $65 million owed to Sizzler prepetition creditors,
as confirmed in the plan of reorganization approved by the U.S. Bankruptcy
Court on June 2, 1997.

According to the company, the Westpac loan has significantly lower
interest rates and a more favorable repayment schedule than the debt
agreement that was part of the reorganization plan negotiated with the
company's creditors and approved by the bankruptcy court. It will be
secured, as the reorganization plan debt was, by the assets of Sizzler's
international operations.

"We are extremely pleased by this refinancing arrangement with a major
international bank under terms typical of a business partnership between a
lender and a corporation.  As well as reducing the burden of a high
interest rate, it signals the faith of a major financial partner in
Sizzler's future," said James A. Collins, Sizzler International's chairman
and CEO.

The new Westpac loan commitment does not affect the company's domestic
restaurant subsidiary which also recently completed a Chapter 11
reorganization.  Sizzler's domestic restaurant subsidiary's reorganization
plan calls for approximately $25 million in creditor obligations to be
repaid in full, with interest, over four to six years from the cash flow
of Sizzler's U.S. business.


STANDARD BRANDS: Seeks to Consolidate the Debtors' Estates
----------------------------------------------------------
Standard Brands Paint Company, a California corporation, Standard Brands
Paint Company, a Delaware corporation, and Major Paint Company, a
California Corporation, filed a joint motion with the Official Unsecured
Creditors' Committee for an order authorizing and directing substantive
consolidation of the debtors' estates.


STRAIGHT ARROW: Keeps Counsel on Trademark Issues
-------------------------------------------------
Straight Arrow Products, Inc., has been granted the authority to keep
Seidel, Gonda, Tavorgna & Monaco, P.C. as special counsel to represent the
company in Japanese trademark matters related to the Chapter 11
proceedings.


STRAWBERRIES: Sale of Assets to Record Town
-------------------------------------------
Strawberries, Inc., will sell substantially all its assets free and clear
-- including real property leases, inventory, accounts receivable, and
other tangible and intangible assets -- to Record Town, Inc., a wholly
owned subsidiary of Trans World Entertainment Corporation, for
approximately $26 million. The sale is subject to higher or better offers;
in the event the sale falls through, TWE will get a breakup fee of
$750,000 plus expenses.

Overbids must be at least $26 million plus a consideration of no less than
the breakup fee. There will be an auction September 26, 1997, at which
overbids must include an additional consideration of at least $50,000 over
the previous bid. Bids must be accompanied by a cash deposit or letter of
credit for $500,000 and evidence of the bidder's financial ability to
conclude the transaction.

A hearing on entry of the sale order is set for September 30, 1997, before
Judge Roderick R. McKelvie, in Wilmington, Delaware.


WESTERN FIDELITY: Wants to Hire Financial Advisor
-------------------------------------------------
Western Fidelity Funding, Inc., seeks to employ Price Waterhouse L.L.P. as
its financial advisor to assist in evaluating the prospects for
reorganization, drawing up a plan of reorganization and disclosure
statement, and aiding with potential financing/sale transactions.


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 Rebecca A. Porter, Editors.

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