TCR_Public/970922.MBX       T R O U B L E D   C O M P A N Y   R E P O R T E R

        Monday, September 22, 1997, Vol. 1, No. 21

                        In This Issue


ALL AMERICAN HOMES: Files For Bankruptcy
BARRY’S JEWELERS: Committee Responds to Extension of Exclusivity
BYOC INTERNATIONAL: Offers for Skirvin Plaza Hotel
COLOR TILE: Seeks Extension of Exclusivity
FLAGSTAR: Order Granting Extension to Assume or Reject Leases

FRETTER: Court Approves Extension of Cash Collateral
FRETTER: Seeks Authorization To Sell Real Property
MONTGOMERY WARD: Judge OKs Employee Benefit Plan
MONTGOMERY WARD: Seeks Additional Time to Remove State Court Actions
OMEGA ENVIRONMENTAL: Surety Wants Debtor To Assume or Reject Contracts

PAYLESS CASHWAYS: Seeks Hearing to Reject Contracts and Leases
POCKET COMMUNICATIONS: Committee Supports Debtor


ALL AMERICAN HOMES: Files For Bankruptcy
------------------------------------------
All American Homes, a Federal Way-based development company, has filed for
Chapter 11 bankruptcy protection.  In court papers filed Friday, the
company lists assets of $12.5 million and liabilities of $9.8 million. The
company owes about $7.5 million to s ecured creditors. Of 112 unsecured
creditors, the largest is owed $110,000.

"It was a business reorganization while we're still a healthy company,"
said Jerald Jackson, President of All American Homes. "That's what the
attorneys recommended."
  

BARRY’S JEWELERS: Committee Responds to Extension of Exclusivity
---------------------------------------------------------------
According to the Official Unsecured Creditors’ Committee, the debtor,
Barry’s Jewelers, Inc. is seeking an extension of over five months of the
“exclusivity period” The Committee believes that “it is imperative that a
plan be filed as soon as possible.” If the Debtor proceeds without delay,
and there is stable management in place, the Committee believes that it is
possible for the Debtor to file a plan not later than January 1, 1998 and
confirm it by April 1, 1998.

The Committee believes that such a long extension period is not warranted,
and that a plan of reorganization for Barry’s is not very complicated.
The Committee points out that in the jewelry industry, all areas of the
company kick into high gear after Memorial Day, with summer and fall being
the “high” seasons. The Committee believes that significant delay beyond
its target dates of January 1, 1998 and April 1, 1998 could keep the
company in bankruptcy for a second season.


BYOC INTERNATIONAL: Offers for Skirvin Plaza Hotel
--------------------------------------------------
The Dallas Morning News reported that a Houston company, Camden Capital
offered to buy the landmark Skirvin Plaza Hotel for $800,000. The
proposal, recently submitted to the U.S. Bankruptcy Court, is the latest
in a series of offers for the vacant downtown landmark.
  
"It's now a numbers game," said Kyle Anderson, the listing agent. "There
are more people talking about buying the Skirvin than ever before." On
Tuesday, a court-appointed creditor's board of directors will consider
offers for the hotel.
  
Gotez Inc., led by Oklahoma City businessman Sam Hemani, filed documents
Friday to buy the property for $725,000. The company previously offered
$1.2 million but withdrew that proposal after Mr. Hemani failed to come up
with financing.
  
BYOC International Inc. president Oesman Sapta bought the 13-story,
86-year-old hotel in 1995 for $1.7 million with promises to restore its
former grandeur. His corporation filed for Chapter 11 bankruptcy court
protection last year.
  
BYOC creditor Schuelein & Halpain filed an objection Monday to Gotez's
offer, claiming too many contingencies remained to the offer. Mr. Hemani
called the motion a "bunch of politics."

Camden Capital is affiliated with hotel management and operation companies
with assets totaling more than $1.5 billion. Real estate broker Peter
Holmes, who is handling the deal, said Camden is well positioned to buy
the hotel.
  
"It would be the strongest buyer that's looked at the Skirvin today," he
said. "They are very, very strong."
  
BYOC attorney Kwame Mumina filed the Camden proposal as an alternative
motion to the Gotez offer. He said there had been two other written offers
for the hotel, one from the Andrew Dwight Powers Trust for $600,000 and
another from Moshe Tal for $345,000.
  
William Curry Myles, who won a $1.9 million judgment against Sapta last
year, has been allowed the option to match any offer on the property of $1
million or less. Mr. Myles said he and some local investors have formed
MCB Enterprises to try to buy the ho tel.
  
Another partnership is proposing to turn the Skirvin into upscale
apartments with a commercial or public tenant occupying the first three
floors.


COLOR TILE: Seeks Extension of Exclusivity
------------------------------------------
A hearing will be held on September 30, 1997 at which the debtors, Color
Tile Inc., Color Tile Holdings, Inc., Color Tile Franchising, Inc., Color
Tile Manufacturing, Inc. and C. Tile Transportation, Inc., will seek to
extend for a period of 120 days, t heir exclusive periods in which to file
a plan of reorganization and to solicit acceptances for such plan or
plans.

The debtors claim that they are in the midst of a critical period in their
cases.  They are in the process of transition with respect to the
implementation of their Global Settlement.  Even though the debtors are
preparing liquidating rather than reorganizing plans, they argue that
their exclusive right to file a plan should be retained.


FLAGSTAR: Order Granting Extension to Assume or Reject Leases
-------------------------------------------------------------
Bankruptcy Court Judge William Thurmond Bishop in the United States
Bankruptcy Court, Columbia South Carolina entered an order approving the
motion of Flagstar Companies, Inc., Flagstar Corporation, and Flagstar
Holdings, Inc., debtors, to extend the tim e to assume or reject unexpired
nonresidential real property leases. The time period is extended until the
earlier of (i) entry of an order confirming the Debtors’ Prepackaged Plan
or (ii) 90 days following September 9, 1997.


FRETTER: Court Approves Extension of Cash Collateral
----------------------------------------------------
US Bankruptcy Judge Morgenstern-Clarren entered an order modifying and
further extending the expiration date of Michigan National Bank’s Cash
Collateral Order, extended through and including September 30, 1997.

As of May 1, 1997, the Bank claimed that Fretter was indebted to the Bank
in the principal amount of approximately $28 million.  Fretter, the Bank
and the Official Committee of Unsecured Creditors negotiated with the
respect to an extension of the current Cash Collateral Order and a certain
modification to the order. The modification could increase the Bank’s
share of the net proceeds upon the closing of sale of any pre-petition
collateral, and the debtor’s share would revert to up to 12 percent rather
th an the initial eight percent.


FRETTER: Seeks Authorization To Sell Real Property
--------------------------------------------------
Fretter, Inc., et. al., debtors, seek authorization from the Court to sell
certain real property located at 36555 W. Warren, Westland, Michigan, a
former Fretter store location, to Middlebelt Landing Associates LLC for a
purchase price of $1,350,000.


MONTGOMERY WARD: Judge OKs Employee Benefit Plan
------------------------------------------------
Despite the Bank Group’s objection to the debtors’ motion for an order
authorizing various extraordinary employee benefit programs, Montgomery
Ward won a federal bankruptcy judge's approval Wednesday for a new
incentive package that could pay employees as much as $124 million in
bonuses and other compensation if they stay with the troubled retailer
during its bankruptcy reorganization.
  
Montgomery Ward executives asked Judge Peter Walsh to approve the
incentive plan to stem a wave of resignations since the retailer filed in
July for Chapter 11 protection.

The Bank Group objected to the employee benefits due to a lack of factual
support for the debtors’ implied assumption that the debtors can
reorganize or that creditors would benefit from a reorganization.  In
addition, the Bank Group states that the debto rs have failed to disclose
even a summary of data provided by Ernst & Young which allegedly supports
the benefit programs.
  

MONTGOMERY WARD : Seeks Additional Time to Remove State Court Actions
---------------------------------------------------------------------
Debtors, Montgomery Ward Holding Corp., et. al. seek an order extending
the period within which the debtors may remove state court actions to
federal court.

As of the petition date, the debtors were parties to numerous civil
actions pending in a number of courts, and the debtors seek the entry of
an order extending for an addition 180 days the 90-day period set forth in
the Bankruptcy Code. Clearly, the size of the case has influenced the
debtors in seeking this extension, as the debtors say that they have not
had sufficient time to analyze each of the actions and make the
appropriate determinations regarding their possible removal.


OMEGA ENVIRONMENTAL: Surety Wants Debtor To Assume or Reject Contracts
----------------------------------------------------------------------
Amwest Surety Insurance Company, an unsecured creditor and surety for the
debtor on certain public works of improvement seeks to compel the debtor,
Omega Environmental, Inc. to assume or reject executory contracts.

The hearing date is October 10, 1997.


PAYLESS CASHWAYS: Seeks Hearing to Reject Contracts and Leases
--------------------------------------------------------------
Payless Cashways Inc. request a hearing during the week of October 27,
1997 to hear debtor’s motions to reject executory contracts and unexpired
leases.  The debtor has identified approximately 2,000 contracts which may
be characterized as executory contr acts or unexpired leases.


POCKET COMMUNICATIONS: Committee Supports Debtor
------------------------------------------------
The Official Committee of Unsecured Creditors of Pocket Communications,
Inc. support the debtors’ motion for an expedited hearing and the
supplemental motion to determine the value of the FCC’s secured claim.

The Committee agrees that the FCC has failed to evaluate the debtors’
restructuring proposals to permit the debtors to propose a plan by late
September, and that the FCC has wholly failed to consider, as part of that
evaluation, the fair market value of t he debtors’ FCC licenses.

The FCC has consistently opposed a finding of the fair market value of the
debtors’ FCC licenses.



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