---

T R O U B L E D   C O M P A N Y   R E P O R T E R

     Thursday, October 9, 1997, Vol. 1, No. 34
                       
                      Headlines

BUMBLE BEE: Committee Seeks Order To Disband
DOEHLER-JARVIS: Court Order Extends Time
GROSSMAN’S: Hearing On Disclosure Statement
GROSSMAN’S: Terms of Proposed Plan
HARRAH’S: November 5 Deadline For Deal

LEVITZ:  To Close 11 Stores and 7 Warehouse-Showrooms
LEVITZ:  Seeks Extension of Time to Assume or Reject Leases
LEVITZ: Committee Seeks Approval to Employ Attorneys
NETS:  Seeks Extension of Time To File Plan
PAYLESS: Insider Stock Trades

RDM SPORTS: Committee Objects To Business Consultants
RICKEL HOME:  Seeks Extension To Assume or Reject Leases
TAL WIRELESS: Files Chapter 11

                 ----------------------

BUMBLE BEE: Committee Seeks Order To Disband
--------------------------------------------
The Official Committee of Unsecured Creditors of Bumble Bee
International, Inc. seek a court order disbanding the
Committee and relieving the Committee and its counsel of
their statutory duties.  

The Committee states that a sale of substantially all of the
debtors’ assets to International Home Foods closed on July
1, 1997, that the Committee consists only of trade creditors
whose unsecured claims have been paid in full, and the
Committee believes that the remaining unsecured creditors
are represented by individual counsel.  Therefore, the
committee and its counsel, Pillsbury Madison & Sutro LLP  
seeks to be relieved of their responsibilities in these
cases.


DOEHLER-JARVIS: Court Order Extends Time
----------------------------------------
The United States Bankruptcy Court for The District of
Delaware extended the date by which the debtors may assume
or reject their unexpired leases of nonresidential real
property from October 6, 1997 to January 6, 1998.


GROSSMAN’S: Hearing On Disclosure Statement
-------------------------------------------
Grossman’s Inc., GRS Holding Company, Inc. and GRS Realty
Company, Inc., debtors are seeking an order shortening the
time for notice of the objection deadline in connection with
the hearing on the adequacy of the debtors’ disclosure
statement.  

The debtors state that the Plan has been extensively
negotiated with counsel to the Creditors Committee, and that
there is generally full support of the plan by the
Committee.  A hearing to consider the adequacy of the
disclosure statement has been set by the court for October
27, 1997.  The debtors propose and request that the Court
approve October 22, 1997 (A 21 day period) as the deadline
for the filing of objections to the adequacy of the
disclosure statement.

The confirmation hearing in connection with the plan has
been set for December 8, 1997.


GROSSMAN’S: Terms of Proposed Plan
----------------------------------
Under the terms of the proposed plan, the debtors,
Grossman’s Inc., GRS Holding Company, Inc. and  Realty
Company, Inc. will be substantively consolidated.

Allowed Administrative Expenses shall be paid in cash, in
full.

The GDI DIP Facility shall be satisfied and replaced by the
Exit Financing Facility.

The reorganized company will continue to maintain the
Grossman’s pension plan.

Allowed Priority Tax Claims shall receive the amount of the
claim in cash or the amount of the claim with interest over
a period of six years.

Class 1 - Allowed Priority Non-Tax Claims
Class 1 is unimpaired.  Each holder shall be paid in full
the amount of its allowed claim in cash.

Class 2 - Allowed Secured Claims of GDI

Class 2A - The GDI Loan Agreement
Class 2A is impaired.  If JELD-WEN provides the exit
financing facility, then the remaining balance of the
allowed claim of GDI will be incorporated in the exit
financing facility. If a third party lender provides the
exit financing facility, then the remaining balance of the
allowed claim of GDI will be reaffirmed with a new maturity
date.

Class 2B - The Combined Investors Loan
Class 2B is not impaired.  The allowed secured claim of GDI
under the combined investors loan was fully paid on an
interim basis during the course of these cases from the
proceeds of sale of the real estate that secured the
combined investors loan.


Class 3 - Allowed Secured Claim of Associates Commercial
Corporation
Class 3 is not impaired. Associates Commercial Corporation
was owed approximately $15,000. as of the petition date and
has received payments in accordance with an agreed order.  
The remaining portion due shall be paid according to the
terms of an installment contract.

Class 4 - Miscellaneous Secured Claims
Class 4 is unimpaired.  At the debtors’ option, the holders
of any miscellaneous secured claims shall either be paid the
replacement value of their collateral or have their
collateral returned to them.  Any deficiency amount shall be
classified in Classes 7 or 8.

Class 5 - Allowed Reclamation Claims
Class 5 claims are impaired.  Holders of Reclamation Claims
may elect treatment from one of two options.  First, a
holder of a reclamation claim may elect to receive a cash
payment of 70% of its allowed reclamation claim OR a holder
of a reclamation claim may elect to commence an adversary
proceeding in bankruptcy court prior to the confirmation
date and seek the payment of its reclamation claim in full
as an administrative expense.

Class 6 - Allowed Claim of Congress Financial Corporation
Class 6 is impaired.
Grossman’s and Congress have reached an agreement in
principle to settle this dispute by the payment by
Grossman’s to Congress of $620,000 plus $75,000 of
attorneys’ fees and costs.  If this settlement is approved
and the $695,000 payment is made prior to confirmation of
this plan, then Class 6 will be fully satisfied.  If the
settlement is not approved, then any allowed claim by
Congress for an early termination fee will be treated in
accordance with any Final Order entered in the Congress
Adversary Proceeding.

Class 7 - Allowed Convenience Claims
Class 7 Claims are impaired.  Creditors in Class 7 shall be
paid 23% of their Allowed Claims in cash.  In addition,
holders of Class 7 Claims shall share pro rata with holders
of Class 8 claims in proceeds, if any,  of the Assigned
Actions.  Allowed Convenience claims shall receive no
distribution of new common stock or other distributions.

Class 8 - Allowed Unsecured Claims
Class 8 Claims are impaired.
Creditors in Class 8 which qualify as “qualified creditors”
shall be paid 17% of their Allowed Unsecured Claims in cash
and receive their pro rata share of 50% of the New Common
Stock.  In addition, holders of Class 8 Claims shall share
Pro Rata with holders of Class 7 claims in proceeds, if any,
(less recovery costs and fees) of the Assigned Actions.

Class 9 Old Common Stock
Class 9A Old Common Stock in Grossman’s
Class 9B Old Common Stock in GRS Holding
Class 9C Old Common Stock in GRS Realty

Classes 9A, 9B and 9C are impaired. No distributions shall
be made on account of the old common stock.  All of the old
common stock will be canceled as of the effective date of
the plan, as defined in the plan.


GROSSMAN’S: Hearing on Sale of Ohio Property
--------------------------------------------
At a hearing on October 21, 1997 at 2:30 PM the Bankruptcy
Court for the District of Delaware  will consider the
debtor’s motion to sell the Warrensville Heights, Ohio
Property to Carmax Auto Superstores, Inc. pursuant to a
post-petition purchase and sale agreement.  The property is
owned by GRS Realty which is a wholly owned subsidiary of
GRS Holding, which is a wholly owned subsidiary of
Grossman’s.

The gross purchase price for the property is $2,125,362. and
a disposition fee of approximately $53,000 to Kane
Corporation is also subject to the court’s approval.

The proposed sale is subject to higher and better bids
obtained at auction prior to the sale hearing set for
October 21, 1997 at the offices of Young, Conaway, Stargatt
& Taylor, 11th Floor, Rodney Square North, Wilmington,
Delaware.


HARRAH’S: November 5 Deadline For Deal
--------------------------------------
On October 8, 1997, the New Orleans Times reported that
Harrah's Jazz Co. has until November 5 to reach a deal with
creditors in its bankrupt Canal Street casino project or
else face liquidation, according to lawyers in the case.

Also on Monday, U.S. Bankruptcy Judge T.M. Brahney said he
saw little reason to keep the project afloat, especially
since the principal in the development, Harrah's
Entertainment Corp., has announced it will no longer pay the
bills.

"If you don't pay, you don't stay, it's that simple,"
Brahney said during a brief procedural hearing, after being
told by lawyers involved in the project that the development
is virtually penniless.
He said he could "see little benefit" in giving developers
more time.

If Brahney follows through on his threat to liquidate the
casino company, hundreds of bondholders and creditors behind
the project will be left with little to show for their
investment, which amounts to roughly half a billion dollars.
The hard assets of the liquidated estate would bring in only
about $15 million, lawyers say.

The U.S. trustee in the case, filed a motion to either
liquidate the project or release it from bankruptcy
protection. A hearing on that motion is set for November 5
before Brahney.

William Patrick, attorney for the development, said he has
found an extra $1.6 million to keep the project going for
another week or two. And that may give bondholders and
developers enough time to hammer out a new plan to open the
casino. And while Patrick said the $1.6 million could not be
spent without Brahney's approval, he expressed confidence
that the approval would come if the deal came together.

"I'm extremely concerned about the frustration that Judge
Brahney has shown," Patrick said. But he said he is hopeful
the developers and bondholders will find a solution that
satisfies everyone.


LEVITZ:  To Close 11 Stores and 7 Warehouse-Showrooms
-----------------------------------------------------
Levitz Furniture, Inc. requested entry of a court order
authorizing the closing of 11 satellite stores and the sale
of furniture trade fixtures and equipment from the stores.

The debtors are also requesting that the court authorize the
closing of seven warehouse-showrooms and a sale of the
contents.

The debtors requested authority to retain Hilco/Great
American Group to conduct going-out-of-business sales at the
7 warehouse-showrooms and 9 of the 11 satellite stores.

The debtors’ postpetition financing facility requires the
closing of 20 stores by the end of the year.

At the October 7, 1997 hearing, Judge Farnan granted the
debtors’ motion as requested with respect to all satellite
store properties not owned by High Cash Partners and
Corporate Property Investors (Lessor of four satellite
stores).  Sally Henry, attorney to the debtor advised the
court that the debtors have entered into stipulations with
High Cash and CPI concerning their properties.  At the same
hearing, the court granted the debtors’ motion with respect
to the warehouse-showrooms, except those owned by Falcon
Associates and Corporate Property Investors.


LEVITZ:  Seeks Extension of Time to Assume or Reject Leases
-----------------------------------------------------------
Levitz Furniture, Inc., as party to approximately 100
unexpired leases of non-residential property at which Levitz
stores are operated is seeking an extension of the 60-day
statutory period through and including March 4, 1998.  The
debtors claim that the cases are large and complex, the
leases are important assets of the estates, and the debtors
will continue to meet postpetition rental payments.

Corporate Property Investors indicated to the Court that
they will vigorously oppose the extension sought by the
debtors.


LEVITZ: Committee Seeks Approval to Employ Attorneys
----------------------------------------------------
The Official Committee of Unsecured Creditors is seeking
court approval to retain the Wilmington-based law firm of
Rosenthal, Monhait, Gross &  Goddess as local counsel, and the
New York law firm of Stroock, Stroock & Lavan as lead
bankruptcy  counsel to the Committee.


NETS:  Seeks Extension of Time To File Plan
-------------------------------------------+
The debtor, Nets, Inc. is seeking a sixty day extension
until December 5, 1997,  of the time within which the debtor
may file, on a semi-exclusive basis a plan of reorganization
and for sixty days, until February 3, 1998 Nets Inc.’s time
to solicit acceptances of the plan.  

The debtor requests the extension since over the last
several weeks, the debtor and the Official Unsecured
Creditor’s Committee of Nets, Inc. have considered the
progress made toward the plan, and have agreed to the
formulation of a joint plan of reorganization.  


PAYLESS: Insider Stock Trades
-----------------------------
As reported in the Kansas City Business Journal, the head of
the shareholders committee in the Payless Cashways Inc.
bankruptcy has lodged an oral complaint with the Securities
and Exchange Commission, asking it to investigate possible
insider trading of the company's stock.

Rob Lundeen, Chairman of the Committee representing Payless
shareholders, said this week that he had asked the SEC to
look into what he described as an "exorbitant amount" of
trading in Payless stock in the last few weeks.

Some 2.4 million Payless shares traded on September 15, an
unusual amount of activity for a stock that may have little
value following Payless' emergence from Chapter 11.

Lundeen acknowledged that his SEC complaint was based not on
firsthand knowledge but on circumstantial evidence.

In another development, the shareholders committee this week
filed objections to a provision in Payless' reorganization
plan that calls for creditors and shareholders to release
all claims they have against the company or "every other
holder of a claim against or interest in (Payless)."

"This provision has the effect of discharging all of the
Debtor's officers, directors, lenders and suppliers from any
claims" against Payless, the committee complained.


RDM SPORTS: Committee Objects To Business Consultants
-----------------------------------------------------
The Official Committee of Unsecured Creditors of RDM Sports
Group has filed an objection to the employment of Lissner
Associates, Ltd. as business consultants to the debtors and
requests a hearing thereon. In a previous order, the Judge
granted authority to employ Lissner Associates, Ltd. as
business consultants to the debtor, subject to the objection
of the United States Trustee, Counsel for the Official
Committee of Unsecured Creditors and Counsel for Foothill
Capital Corporation, as Agent.

The Committee is concerned that Lissner Associates, Ltd.
has no experience consulting either distressed companies or
companies engaged in businesses similar to that of debtors.  
The Committee is unable to discern what if any actions
Lissner has engaged in to date for the debtor’s  benefit, or
if any, to the debtors’ estate.  The Committee is concerned
that the scope of Lissner’s engagement is overly broad. The
Committee is also concerned at the use of full-day and half-
day rates is excessive and inappropriate in the bankruptcy
forum wherein the customary fee structure for professionals
employed by debtors is hourly.  And a final concern of the
Committee is the confidentiality provision in the Consulting
Agreement which prevents Lissner from disclosing information
and data to other parties, including the Committee.


RICKEL HOME:  Seeks Extension To Assume or Reject Leases
--------------------------------------------------------
The debtor, Rickel Home Center, Inc., seeks entry of a court
order extending the time within which it must elect to
assume or reject certain of its unexpired leases of
nonresidential real property for an additional 60 days,
until December 5, 1997.  The debtor seeks the extension due
to the number of leases involved and the fact that the
debtor has not had the opportunity to adequately develop a
plan that will realize the greatest return for creditors.

The request covers 41 leases, not including 11 which have
been previously assumed and one which must be assumed or
rejected by October 14, 1997.    


TAL WIRELESS: Files Chapter 11
------------------------------
On October 6, 1997, TAL Wireless Networks, Inc. (formerly
American Phoenix Group, Inc.) filed a voluntary petition
under Chapter 11 of the U.S. Bankruptcy Reform Act of 1978.  
The petition was filed in the United States Bankruptcy
Court for the Northern District of California.

                    -----

Meetings, conferences and seminars appear every Tuesday.  

Bond pricing supplied by DLS Capital Partners, Dallas, Texas.  

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.

Copyright 1997.  All rights reserved.  This
material is copyrighted and any commercial use,
resale or publication in any form (including e-
mail forwarding, electronic re-mailing and
photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from
sources believed to be reliable, but is not
guaranteed.

The TCR subscription rate is $575 for six months
delivered via e-mail.  Additional e-mail
subscriptions for members of the same firm for the
term of the initial subscription or balance
thereof are $25 each.  For subscription
information, contact Christopher Beard at 301/951-
6400.
     
       * * *  End of Transmission * * *