TCR_Public/970925.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R

   Thursday, September 25, 1997, Vol. 1, No. 24

                  In This Issue


ATKINSON: Reports $47.8 Million Loss
BARRY'S JEWELERS: Fights For Extension
FLOWIND: Seeks Extension of Exclusivity
MID-AMERICAN: Objects to Proofs of Claim
MONTGOMERY WARD: Hearing On Automatic Stay

PAYLESS CASHWAYS: Judge OK'S Sale of Realty
PAYLESS CASHWAYS: Order Reserving Rights
PAYLESS CASHWAYS: Poorman-Douglas Claims Agent
PAYLESS CASHWAYS: Reclamation Procedures Set
RDM SPORTS: Committee Objects to Asset Sale

SMITH CORONA: Hearing For Approval of Final Fees
VAN LEUNEN'S: Hearing on Use of Cash Collateral

                       ---------

ATKINSON: Reports $47.8 Million Loss
------------------------------------
Guy F. Atkinson Company of California
(NASDAQ/NMS:ATKQE) reported loss provisions on
construction contracts and one-time charges,
together totaling $41.5 million, which resulted in
a net loss of $47.8 million, or $5.32 per share,
on revenues of $111 million for its second quarter
ended June 30, 1997.  
  
The loss provisions and charges included: (i) a
reduction in the carrying value of construction
equipment, which is in the process of being sold;
(ii) write-off of an equity stake in a joint
venture formed to construct a newsprint de-inking
facility, which was shut down by its owner due to
unfavorable market conditions;(iii) write-off of
the company's remaining investment in a geothermal
project; (iv) additional costs on construction
contracts which the company does not expect to
recover; and (v) a one-time loss associated with
headcount reductions and facility  consolidations,  
which are expected to produce annualized savings
of $8 million.  
  
In its second quarter last year, Atkinson reported
net income of $1.6 million, or $0.17 per share, on
revenues of $129 million.  
  
For the six months ended June 30, 1997, Atkinson
reported a net loss of $49.2 million, or $5.47 per
share, on revenues of $231 million.  For the 1996
six-month period, Atkinson reported net income of
$1.1 million, or $0.12 per share, on revenues of
$228 million.  
  
Atkinson also reported that, subject to Bankruptcy
Court approval, the company has engaged Salomon
Brothers, Inc.  to advise it on various strategic
and financial alternatives, including a possible
sale, merger, or financing arrangements to
recapitalize the company. Atkinson is engaged in
discussions with potential merger partners.  

Since Atkinson filed for bankruptcy protection on
August 11, 1997, the  Bankruptcy Court has
authorized the company's use of approximately
$11.8 million of cash collateral, and its surety
companies have provided a $60 million revolving
line of credit.  This line of credit provides
financing for Atkinson's bonded construction
projects.  These arrangements have given Atkinson
access to cash needed for its operations.  Both
arrangements will remain in effect through October
31, 1997, by which time Atkinson intends to
seek further extensions.
  
Jack J. Agresti, President and Chief Executive
Office of Atkinson, commented: "This is a company
that has strong business fundamentals with an
excellent client base and does not belong in
Chapter 11.  The company has a net worth of $40
million, even after the second-quarter results.  
We are diligently working with Salomon Brothers to
pursue all alternatives available to us, so that
we can emerge from Chapter 11 as quickly as
possible."  


BARRY'S JEWELERS: Fights For Extension
---------------------------------------
Barry's Jewlelers, Inc. has filed a reply to the
opposition to its motion to extend exclusive
periods. The debtor states that the Bank Group has
filed a response supporting the motion, but
emphasizing that the Bank Group reserves its right
to seek termination of exclusivity sometime in the
future.  

The debtor says that it is informed that an
Unofficial Equity Committee supports the motion,
that the Creditors' Committee supports a more
limited exclusivity extension, but that the
Bondholder Committee, "has filed what can only be
described as highly inflammatory and transparently
dishonest opposition to the motion."  

Barry's says that the Bondholder Committee has not
responded to a single legal authority cited in the
motion, or presented any authorities of its own.
"Nor has the Bondholder Committee submitted any
competent evidence or made even the most minimal
disclosures to the Court regarding its so-called
"plan proposal."

The Bondholder Committee is comprised of only two
members.  The debtor complains that the Bondholder
Committee is seeking to take value from others,
and to recover far more than one hundred cents on
the dollar, ultimately at the expense of others.

The debtor is seeking the extension of its
exclusive period in order for its new management
team to implement its business plan and reform
Barry's operation.  And Barry's believes that it
will take at least until February 28, 1998 to
negotiate and file a feasible, fair and
confirmable plan of reorganization.


FLOWIND: Seeks Extension of Exclusivity
---------------------------------------
A hearing will be held on October 10, 1997 in the
United States Bankruptcy Court, Northern District
of California, Santa Rosa Division at which time
Flowind Corporation's motion to extend the
exclusive time for the debtor to file a plan of
reorganization will be heard.

According to the debtor, the company has been
formulating a reorganization plan since filing its
petition in Chapter 11, however one of its major
secured creditors, Export-Import Bank has urged
the negotiation for a sale of its windfarm assets.  
If the sale negotiations are successful, the sale
will limit the transactions and issues to be
addressed in a plan, and consequently the debtor
is seeking an extension from October 14, 1997 to
December 1, 1997.  


MID-AMERICAN: Objects to Proofs of Claim
----------------------------------------
Mid-American Waste Systems, Inc., et. al. object
to the allowance of the two claims of Computerized
Freight Ltd. each in the amount of $6,181,654.12

The claims are based upon the debtors' alleged
breach of a disposal agreement. The debtor argues
that the claims fail to provide any specific basis
for Computerized Freight's entitlement to their
claims. The debtor defendants deny any breach
of the agreement, and say that even if
Computerized Freight were successful in proving a
breach of the disposal agreement, the amount of
the claims are vastly overstated.

A hearing in connection with this objection will
be held on October 22, 1997.


MONTGOMERY WARD: Hearing on Automatic Stay
-------------------------------------------
On October 24, 1997 in the United States
Bankruptcy Court, District of Delaware, Montgomery
Ward Holding Corp., et.al., will present a motion
modifying the automatic stay with respect to
actions and proceedings involving pre petition
workers' compensation claims and providing
authority to compromise and settle prepetition and
postpetition claims;  

The debtors request that the automatic stay be
modified to allow the commencement and
continuation of actions and proceedings brought in
respect of prepetition workers' compensation
claims for the purpose of permitting the
liquidation of the amounts of prepetition workers'
compensation claims.  

Pursuant to this modification of the automatic
stay, each workers' compensation proceeding would
be allowed to proceed up to and including the
entry of a final judgment by the court.  Parties
asserting prepetition workers' compensation claims
would be required to seek payment on any such
judgment from insurance proceeds, state security
funds or other available sources other than the
debtors.

The debtors believe that the workers'
compensation proceedings are subject to the
automatic stay, however, the debtors believe that
the modification of the automatic stay to permit
such actions and proceedings to proceed to
judgment is in the best interests of the debtors'
estates and creditors.

In addition, the debtors seek authority, in their
sole discretion, to compromise and settle workers'
compensation claims arising either prior to or
after the petition date, without further court
approval.  Such authority would extend only to any
compromise and settlements that contemplates total
payments of less than $100,000.  

More than 2,200 prepetition workers comp claims are
currently pending and postpetition claims are
likely.  According to the debtors, the settlement
of the majority of the claims in these matters
could impose an overwhelming administrative burden
on the debtors and the court.


PAYLESS CASHWAYS: Judge Oks Sale of Realty
--------------------------------------------------
The United States Bankruptcy Court in the Western
District of Missouri has entered an order granting
the motion of Payless Cashways Inc. to sell real
property located in Champaign, Illinois and St.
Cloud, Minnesota.

UBI Mortgage Finance, Inc., as successor-in-
interest to Prudential Life Insurance Company of
America, and as the holder of a claim in the
amount of approximately $98 million secured by a
first lien and mortgage in and to certain of
debtors's real property, including the Champaign,
Illinois location is willing to consent to the
sale of the property.


PAYLESS CASHWAYS: Order Reserving Rights
----------------------------------------
The Court has entered a Stipulation by and between
Payless Cashways, Inc. and its Synthetic Lease
Bank Group and Agent of the Bank Group.  

The Synthetic Lease Bank Group is currently owed in
excess of $38 million, and the Synthetic Lease
Bank Group claims that the transactions
effectuated pursuant to the operative documents
constitute a secured financing, that they are
secured creditors, and that the Master Lease and
the Lease Supplement are not true leases that can
be assumed or rejected, individually or
collectively.  The Debtor may assert that the
Master Lease and the supplemental leases are true
leases.  

Since the debtor, the Agent and the Synthetic
Lease Bank Group wish to continue their plan
negotiations, without prejudice to any of them
that might otherwise result from forbearing to
seek appropriate relief in Court during the
pendency of the negotiations, the parties have
agreed that any rights that the parties have,
whether the Bank Group are secured creditors, or
to the extent that the Master Lease or other
leases are considered true leases, will be deemed
retroactive to and effective as of  the petition
date.


PAYLESS CASHWAYS: Poorman-Douglas Claims Agent
--------------------------------------------------
The Court has entered an order authorizing
Poorman-Douglas Corporation to Act as the official
claims agent for the maintenance and recordation
of claims, upon the determination of the Clerk of
the Court that the process of docketing and
maintaining the proofs of claims filed in the
debtor's Chapter 11 case would be unduly time
consuming and burdensome for the Clerk's office.


PAYLESS CASHWAYS: Reclamation Procedures Set
--------------------------------------------------
The debtor and each reclaiming creditor will use
good faith efforts to reach an agreement on the
amount of such reclaiming creditor's reclamation
claim. If the debtor and reclaiming creditor do
not agree on the amount of the claim, the creditor
may demand a mediator or demanding writing a
trial.   

If the parties agree to the amount, the
debtor will pay 40 percent of the agreed upon
reclamation claim.  The remaining 60 percent of
the agreed upon reclamation claim will be an
allowed administrative claim entitled to priority.

Effective upon the entry of this order the debtor
shall reduce the $30 million of escrowed funds to
$24 million. However, if the Committee or any
party in interest files an adversary proceeding or
contested matter challenging the amount, validity,
perfection, priority, enforceability or extent of
the pre-petition secured parties' claims, security
interests or liens, then all of the reclaiming
creditors' rights to payment shall be terminated.  


And if there is no such filing commenced before
October 1, 1997, then the debtor may withdraw all
of the escrowed funds from escrow without further
obligation


RDM SPORTS: Committee Objects to Asset Sale
-------------------------------------------
The Official Committee of Unsecured Creditors of
RDM Sports Group, Inc. et.al. objects to the
Motion for Authorization To Enter Into and
Consummate Asset Sale Transaction filed by the
debtor.

The debtor seeks to sell:(a)all machinery, molds,
tooling, equipment, inventory, parts, and raw
materials related to, and utilized in, debtor
Sports Group, Inc.'s manufacture of free-weight
and barbell equipment, along with certain brand
names for such equipment; (b) a 104.42 acre parcel
of real property located in Opelika Alabama,
together with improvements thereon comprising one
million square feet of manufacturing, warehousing,
and administrative; (c) all accounts receivable,
maintenance equipment, truck trailers, and yard
tractors presently belonging to debtor Diversified
Trucking Corp. and (d) an 8.1 parcel of unimproved
real property located in Opelika, Alabama.

The Committee claims that the motion fails to
disclose any details regarding the process by, or
the extent to which, the debtors marketed the
assets.  Further, the Committee states that the
debtor also omits all information related to the
method by which the debtors determined the value
of the assets.

"The motion also fails to provide information
about the likely impact of the proposed
transactions on the present and future business and
operations of the debtors, which goes directly to
the debtors' ability to reorganize or otherwise
realize maximum value for their creditor
constituencies.  

The Committee requests at least a continuance of
the objection period so that the committee has had
sufficient time to evaluate its concerns regarding
the proposed transactions.


SMITH CORONA: Hearing For Approval of Final Fees
------------------------------------------------
A hearing will be held on October 27, 1997 in the
United States Bankruptcy Court for the District of
Delaware to consider the final fee applications for:

Young Conaway, Stargatt & Taylor         $528,486.
Winthrop, Stimson, Putnam & Roberts    $4,350,339.
R.F. Stengel & Co., Inc.               $1,484,480.
Deloitte & Touche                      $2,886,096.
Willkie Farr & Gallagher               $1,588,438.

The current applications show reductions of fees
sought by some of the  professionals engaged in
the case.


VAN LEUNEN'S: Hearing on Use of Cash Collateral
------------------------------------------------
Van Leunen's, Inc. d/b/a All About Sports has
filed the Third Agreed Interim Order Authorizing
Use of Cash Collateral and Providing Adequate
Protection requesting authority for use of cash
collateral under certain circumstances.  The Agreed
Order is set for hearing September 23, 1997 in the
United States Bankruptcy Court, Southern District
of Ohio, Western Division.

The debtor is liquidating its assets, and the
debtor has required use of The Provident
Bank's cash collateral in order to pay the
reasonable and necessary expenses of its
liquidation.  The debtor now seeks the further use
of cash collateral from and after September 5,
1997 to September 30, 1997 or such earlier date on
which the Bank's secured claim is paid in full.


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,
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Debra Brennan and Rebecca A. Porter, Editors.

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