TCR_Public/970924.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 24, 1997, Vol. 1, No. 23

                  In This Issue

ALPHASTAR: Sale of Assets
ANCHOR RESOLUTION: Disclosure Statement
BARNEY’S: Shull’s Services Approved
CAMPO ELECTRONICS: Wants More Time to File Plan

FELD & FELD: Employs Fee Auditor
FLEXEL: Objection to Pension Plans in Disclosure
GUY F. ATKINSON: Hearing to Set Claim Filing Date
HAMBURGER HAMLET: Effective Date of Revised Amended Plan
LEVITZ: Closing Stores, Selling Inventory, Rejecting Leases

L’IL THINGS: Assumption of Discover Card Services
LIL’ THINGS: Proofs of Claim, Reorganization Plan Dates
MONTGOMERY WARD: Lump Payment to Keep Direct Marketing
PIC ‘N PAY: Motion for Final Decree
WESTERN FIDELITY: Deadline to File Proofs of Claims


ALPHASTAR: Sale of Assets
Alphastar Television Networks, Inc., wants to sell $8.36
million in core inventory (primarily digital receivers and
satellite dishes) and $1.23 million in non-core inventory
(equipment and accessories) and to obviate the need for
present repeated sale applications to court.

Alphastar believes the sale of non-core inventory is an
ordinary course of business transaction, but as the Official
Committee of Unsecured Creditors disagrees and says the sale
is subject to bankruptcy court approval, it proposes the
following.  It will give a two-day notice before the sale if
the item has a cost basis of more than $2,500 or gross sale
value over $1,000; for cost basis or gross sales price of
$2,500 or $1,000 or less, respectively, the debtors would
like to sell without further notice.  Alphastar will release
a final report of all sales after all or nearly all the
inventory has been sold.  

ANCHOR RESOLUTION: Disclosure Statement
Anchor Resolution Corp. has filed an Amended Disclosure
Statement with respect to its Second Amended Joint
Liquidating Plan of Reorganization. Following is the
distribution of claims.

Classes               (millions)   Treatment    Recovery
-------               ----------   ---------    --------
1-4                   $25          Not impaired 100%              
Expense Claims,
Priority Tax Claims,
Priority Non-Tax
Claims, and
Convenience Claims

Senior Secured        $160         Impaired     100%
                                                plus 1%
Other Secured         $70          Impaired     100%

Senior Debt           $104.1       Impaired     53.3% (on
                                                pre- and
Subordinated          $204.8       Impaired     0%
Debenture Claims

Other Unsecured       $163.7       Impaired     19.5%

Intercompany          $0           Canceled     0%

11 & 12
Interest in Anchor    $0           Canceled     0%
and Recycling

BARNEY’S: Shull’s Services Approved
Barney’s, Inc., and Meridian Ventures have signed an
agreement under which Meridian will provide the services of
Thomas C. Shull as Barney’s president, COO, and member of
the executive management committee.  Meridian will also
provide the services of one full-time consultant and one 50
percent part-time senior consultant.  For these services, it
will receive $85,000 per month.  Barney’s will also pay
Meridian a flat fee of $8,500 per month for overhead, health
care costs, and other expenses.  

Under the terms of the agreement, Barney’s will reimburse
reasonable and out-of-pocket expenses incurred on
appropriate business, and to pay Meridian and Shull for
reasonable attorneys’ fees incurred in connection with the
services agreement not to exceed $20,000.  After Barney’s
auditors certify statements for fiscal year ending August 2,
1998, Barney’s will pay Meridian a performance bonus of
$75,000 plus five percent of the difference between the
debtor’s earnings for this term over the plan’s projected
earnings, up to a total maximum bonus of $400,000.

The agreement commenced September 1, 1997, and runs through
February 28, 1998, with up to three automatic extension
terms of two months each.

CAMPO ELECTRONICS: Wants More Time to File Plan
Campo Electronics, Appliances, and Computers, Inc., would
like a first extension of time to file its plan of
reorganization Campo says it has closed unprofitable stores,
arranged postpetition financing, and hired a new management
team.  But it needs an additional 105 days from the current
October 2 filing deadline to evaluate the company’s future
course in light of its financial performance during the
Christmas retail season.  It will request an extension of
the deadline to January 15, 1998, to file its plan of
reorganization.  A hearing is set for October 1, 1997,
before Judge T. M. Brahney in New Orleans.

Hearings will be held the same day on Campo’s motion to
assume unexpired leases on eight stores and its corporate
offices in Covington, Louisiana, and a second extension from
October 4, 1997, through the Christmas selling season on
time to assume or reject leases for five stores and

Craig Consumer Electronics, Inc., has asked Judge Kay March,
of the Central District of California bankruptcy court to
extend the deadline to assume or reject the lease on its
corporate headquarters in Cerritos, California.  The 45,000-
square-foot building is where the debtor conducts all of its
business and also contains a warehouse for storage,
distribution, and testing of inventory; there, says Craig,
it is critical to current operations.  The company is in the
process of evaluating its current position and future
operations and has agreed with the lessor to an extension of
time to assume or reject the lease to and including the date
of the confirmation of a plan of reorganization.

FELD & FELD: Employs Fee Auditor
Feld & Feld, Benmol, Inc., has hired a fee auditor,
Legalgard of Philadelphia, Pennsylvania, with the approval
of the bankruptcy court in the District of Delaware.  The
cost management company will review the numerous
applications the company says will be filed for payment of
professional fees and reimbursement of expenses in
significant amounts.

FLEXEL: Objection to Pension Plans in Disclosure
Flexel, Inc., has received an objection to its Disclosure
Statement for the Plan of Liquidation from the Pension
Benefit Guaranty Corporation.  The corporation says the
statement does not give creditors critical information they
need to know such as when and how Flexel’s pension plans
will be terminated and how termination will affect
creditors’ recoveries; whether the stockholders will get
more value out of the bankruptcy beyond the $1 million cash
they have already taken; and how the proposed liquidation
plan curtails certain rights that the creditors would
otherwise have under the bankruptcy code.

PBGC filed proofs of claim including an estimated liability
of $11.5 million for unfunded benefit liabilities, making it
one of the largest creditors.

GUY F. ATKINSON: Hearing to Set Claim Filing Date
A hearing is set for October 10, 1997, before Judge Thomas
Carlson in San Francisco, to establish December 15, 1997, as
the deadline for filing proofs of claim in the Guy F.
Atkinson Company of California chapter 11 proceedings.

HAMBURGER HAMLET: Effective Date of Revised Amended Plan
Hamburger Hamlet restaurants, Inc., announces its Revised
Third Amended Joint Plan of Reorganization took effect on
September 16, 1997, the first business date 11 days after
entry of the confirmation order on September 4.

LEVITZ: Closing Stores, Selling Inventory, Rejecting Leases
Levitz Furniture Incorporated requests permission of the
court to close 11 store locations; sell inventory, trade
fixtures, and equipment free and clear; and reject the
leases that Levitz is unable to market after the completion
of the sale of the merchandise at the stores.

Closing the stores, says the company, is sound business
judgment, and the DIP financing facility requires Levitz to
close at least 20 stores by the end of the year

The 11 stores to be closed are in Duluth, Atlanta, Marietta,
and Morrow, Georgia; Ft. Lauderdale and Orange Park,
Florida; Cincinnati, Ohio; Reno, Nevada; Woodbridge,
Virginia; and two in Houston, Texas.

L’IL THINGS: Assumption of Discover Card Services
LiL’ Things, Inc., has asked the court for permission to
assume its credit card service agreement with Discover Card
Services, Inc., which allows Discover Card holders to
purchase goods and services at LiL’ Things stores.  LiL’
Things says participation in the credit card program is
important to the continuation of operations, as the
percentage of sales by credit card is significant and loss
of those revenues would impact projected earnings and the
ability to reorganize.  Gross prepetition card sales for the
year ending May 31, 1997, were $3.781 million and net card
sales were $3.588 million.  Furthermore, the company says,
the inability to accept cards could put stores at a
competitive disadvantage and harm customer relations at a
time when customer loyalty and patronage is critical.

LIL’ THINGS: Proofs of Claim, Reorganization Plan Dates
The deadline for filing proofs of claim is December 12,
1997, in Northern District of Texas, Dallas Division.

Lil’ Things, Inc., wants an extension of the exclusive
period to file a plan; the current period ends October 8 and
the solicitation period ends December 8, 1997.

The company says it has made significant efforts to
stabilize management and operations; it has secured DIP
financing from GBFC, Inc.; and it is working to replenish
inventory levels, and to evaluate store leases.  It has
closed 11 stores, started closing sales at two stores, and
rejected three unexpired leases.  Furthermore, it has cut
overhead by 30 percent and is currently only about one
percent behind planned sales figures.  But because a
substantial portion of LiL’ Things’ profits are generated
during the Christmas/Hanukkah season and those figures will
encourage creditors to negotiate a plan of reorganization,
the company would like to extend the exclusive period until
January 31, 1998.  This will give it time to evaluate real
estate leases and store performance after the holiday season

MONTGOMERY WARD: Lump Payment to Keep Direct Marketing
Montgomery Ward Holding Corp. seeks authority to assume
direct marketing program agreements with five suppliers of
unique merchandise (the syndicators).  Ward will pay cure
amounts aggregating approximately $2 million, representing
the aggregate prepetition indebtedness of the company to the
syndicators, who agree to receive a cash payment equal to 75
percent of the cure amount with the balance to be retained
as an administrative claim.  Because each of the syndicators
is a small enterprise, they require payment for shipments
before the can procure the next round of merchandise, says
Ward.  Therefore, payment of the cure amount is a
prerequisite to the continued operation of Ward’s direct
marketing program.

There will be a hearing on October 1, 1997, in the district
of Delaware.

PIC ‘N PAY: Motion for Final Decree
Pic ‘N Pay Stores, Inc., has requested entry of a final
decree closing its chapter 11 bankruptcy proceedings.  The
company says it has fully consummated its reorganization
plan, substantially all distributions have been made, and
about 3,000 claims aggregating over $96 million have been
resolved except for a handful of disputed claims to be
resolved at or before the hearing on final decree set for
October 22, 1997, in the District of Delaware.  At this
point, the company’s board of directors and NationsBank as
its controlling shareholder are focused on strategies to
sell the company or get investment capital to enhance its
expansion.  Finality of the bankruptcy case, says Pic ‘N
Pay, is critical to attract potential purchasers and

WESTERN FIDELITY: Deadline to File Proofs of Claims
The bankruptcy court of the district of Colorado has set the
deadline for filing proofs of claims regarding Western
Fidelity Funding, Inc., for November 12, 1997.

S U B S C R I P T I O N   I N F O R M A T I O N  

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