TCR_Public/971016.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, October 16, 1997, Vol. 1, No. 40  
  
                     Headlines  
  
ABC INTERNATIONAL: Seeks Motion To Extend Exclusivity  
DOW CHEMICAL: Sued in National Class Action Suit  
DOW CORNING: Motion For Approval of Compromise  
DOW CORNING: National Ad Campaign  
GUY F. ATKINSON: Court Approves Salomon Brothers  
  
GUY F. ATKINSON: Seeks Time To Assume or Reject Leases  
MIDCON OFFSHORE: Trustee and Committee Seek Sale  
OLD AMERICA: Seeks Termination of Agreement and  New Broker   
RDM SPORTS: Committee Wants To Stop Paying Part-Timers  
RICKEL HOME: Seeks Liquidation Sales   
  
SILAS CREEK: Committee Objects to Extension of Exclusivity  
SILAS CREEK: Committee's Limited Objection to Sale  
SMITH TECHNOLOGY: Files Chapter 11  
TODAY'S MAN: Disclosure Statement Approved  
  
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ABC INTERNATIONAL: Seeks Motion To Extend Exclusivity  
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ABC International Traders, Inc., a California corporation seeks to extend
its exclusive period to file a plan of reorganization for an additional 60
days to and including December 13, 1997.
  
The debtor seeks to further extend the debtor's exclusive period to obtain
acceptances of the plan of reorganization for an additional 60 days to and
including February 13, 1998
  
A hearing has been set for November 5, 1997.  
  
The debtor states that it has recently settled the claims and litigation
involving James Rausch and Leon Michanie which precipitated the filing of
this bankruptcy case.  The Court approved the settlement at a hearing held
on October 1, 1997.
  
Now, the debtor seeks to extend its exclusive period to file a plan and
the period to obtain acceptances thereon as the debtor believes that it
will shortly be seeking Court approval of a dismissal of this bankruptcy
case.
  
  
DOW CHEMICAL: Sued in National Class Action Suit  
------------------------------------------------  
The following was released October 14, 1997 by Charfoos and Christensen:
  
A consortium of eleven national law firms filed a class action lawsuit
today against the Dow Chemical Company in the United States District Court
for the Eastern District of Michigan as a consequence of Dow Chemical's
direct involvement in the testing and sales of silicone breast implants.
  
  
DOW CORNING: Motion For Approval of Compromise   
---------------------------------------------  
The Debtor reminds the Court that, in the course of the Wayne County
Insurance Litigation but subject to bankruptcy court approval, the Debtor
entered into a number of insurance-related settlements with various
insurers.  Those insurance settlements were brought before the Bankruptcy
Court and approved in all respects over the TCC's objection.  The Debtor
further reminds the Court that the Tort Claimants' Committee objected to
the reasonableness of those settlements in the bankruptcy court, was
dissatisfied with Judge Spector's approval of those settlements, and
appeals initiated by the TCC now pending before the District Court
concerning those insurance-related settlements.
  
In an effort to resolve the pending appeals, the Debtor has entered into
an agreement with the TCC.  Under that Agreement, Dow Corning agrees that:
  
  (a) absent agreement with the TCC, the Dow Corning will not seek or
support disbursement of insurance proceeds being held pursuant to orders
of the bankruptcy court approving insurance settlements, prior to
confirmation of a plan of reorganization, and that it will use its best
efforts to preserve such insurance proceeds for use, as necessary in light
of other available assets, to fund such plan of reorganization.  To the
extent permitted by prior agreements and court orders, Dow Corning may
take steps to determine the rights to insurance settlement proceeds prior
to confirmation of a plan as long as such steps do not cause any
disbursement of insurance settlement proceeds prior to confirmation.
  
  (b) Dow Corning's position is that by virtue of, inter alia, the pending
product liability claims, the settlements with insurers, and the existence
of its chapter 11 reorganization case, it has presently accessed the
insurance policies that are the subject of the buy-out insurance
settlements approved by or pending before the bankruptcy court to the
exclusion of any claims to the insurance settlement proceeds of any other
insured under any of the subject policies.
  
  (c) Notwithstanding the foregoing, Dow Corning retains the right, in
conjunction with confirmation of a plan or thereafter (except as otherwise
provided in a confirmed plan), to enter into compromises of disputes over
entitlement to any of the insurance settlement proceeds and to seek court
approval of such compromises after notice and a hearing, (which notice and
hearing may include a confirmation hearing for any compromise encompassed
within a plan of reorganization proposed by Dow Corning) in order to
eliminate the risks of competing claims, to permit access to funds, or
otherwise to facilitate a prompt reorganization.  It is expressly
understood that nothing herein reduces, waives, expands, or creates any
right that the Tort Committee may have to oppose any such compromises, to
appeal any such compromises as are approved over the Tort Committee's
objections or to attempt to prevent disbursement until the order approving
any such compromise is final and not appealable.
  
  (d) Nothing herein is intended to modify any obligation of Dow Corning
under the Escrow Agreement with The Dow Chemical Company or under any
order approving the escrow agreement or any insurance settlement.
  
The Debtor stresses that it and the TCC are the only parties to this
Agreement, and it is being entered into solely for the purpose of
resolving the TCC's pending insurance- related appeals.  The Debtor and
the TCC understand that other parties-in-interest hold positions contrary
to the terms of this Settlement Agreement, but nothing in this Agreement
is intended or designed to impair the rights of any other
party-in-interest.
  
The Debtor reminds the Court that the underlying insurance settlements
have yielded more than $500,000,000 to the estate.  Resolution of the
TCC's insurance-related appeals will remove the final cloud over the
bankruptcy court's approval of the settlements and will result in the
dismissal of the insurance-related appeals.  Arguing that the terms of the
Settlement Agreement fall within the range of reason required under
F.R.B.P. 9019, the Debtor asks the Court to approve the Settlement
Agreement with the TCC in all respects.
  
  
DOW CORNING: National Ad Campaign  
---------------------------------  
The Command Trust Network,Inc., issued the following:  A national ad
campaign, scheduled to begin today, aims to puncture Dow Corning's claim
that it is an innocent victim in the silicone breast implant controversy.
The campaign debunks the myth that Dow has been set upon unfairly by
hysterical women lacking scientific evidence that implants are harmful.
          
The ads, set to begin in the New York Times and other publications, are
based on Dow Corning internal memoranda and studies. They demonstrate that
the company knowingly sold faulty devices while suppressing alarms about
health risks raised by its own researchers.
  
  
GUY F. ATKINSON: Court Approves Salomon Brothers  
------------------------------------------------  
Guy F. Atkinson Company of California has received Court approval to hire
Salomon Brothers Inc. as its financial investor.  Under the terms of an
engagement letter dated September 12, 1997, Salomon will be paid a
$100,000 initial fee and $50,000 per month and a $200,000 Fairness Opinion
Fee.
  
  
GUY F. ATKINSON: Seeks Time To Assume or Reject Leases  
------------------------------------------------------  
On November 10, 1997, a hearing will be held on the debtors' motion to
extend the deadline for assumption or rejection of non residential real
property leases of Guy F. Atkinson Company of California, a Delaware
corporation and Guy F.  Atkinson Company, a Nevada corporation.
  
The debtors state that they should receive the extension because the
leases are critical to their ongoing operation and ability to fund a plan.
However, until the debtors complete the business plan that will dictate
the terms of the plan, it would be premature and potentially costly to
assume the leases.
  
In addition, the debtors claims that no economic harm will result if the
Court extends the time to assume or reject the leases.  The rent is
current and will remain so.
  
  
MIDCON OFFSHORE: Trustee and Committee Seek Sale  
-------------------------------------------------  
By a joint motion, Sheila Macdonald, Chapter 11 Trustee and the Official
Committee of Unsecured Creditors of Midcon Offshore, Inc., seek to sell
Midcon's interest in the federal offshore leases covering South Marsh
Island Blocks 141/144, to reject the operating agreement covering the
blocks and to assume real property leases including Farmout.
  
Noram (USA) Inc. and a number of its affiliates have offered to purchase
Midcon's interest in the leases for $2,300,000.
  
  
OLD AMERICA: Seeks Termination of Agreement and New Broker   
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A hearing will be held on October 24, 1997 for a judicial determination
that the debtors have terminated their agreements with Trammel Crow
Brokerage Services, Ltd. and authorizing the retention and employment of
CB Commercial Real Estate Group, Inc. as the real estate broker of the
debtor for the dual purpose of selling the headquarters and distribution
center located at 811 North Collins Freeway, Howe, Texas and procuring a
new facility.
  
CB Commercial would be replacing Trammel Crow as broker, as the debtors
did not believe that Trammel Crow was effective in eliciting reasonable
offers for the Headquarters.
  
CB Commercial is entitled to receive a commission equal to six (6) percent
of the first $1 million of the gross sales price and three (3) percent of
that portion of the gross sales price which exceeds $1 million.
  
  
RDM SPORTS: Committee Wants To Stop Paying Part-Timers  
-----------------------------------------------------  
The Official Committee of Unsecured Creditors of RDM Sports Group, Inc. is
seeking an order compelling the debtors and debtors-in-possession to cease
compensating executive employees of the debtors who are not working full
time for the debtors and any member of the debtors' board of directors who
is not a full time employee.
  
The Committee does not believe that the debtors' estates will receive any
benefit from compensating such part time employees, one of whom the
committee believes may be compensated at the rate of $400,000. per year.
  
  
RICKEL HOME: Seeks Liquidation Sales  
------------------------------------  
On October 14, 1997, Rickel Home Centers, Inc. filed a motion seeking a
Court Order authorizing liquidation sales, the sale of property of the
estates and approving an agency agreement with The Nassi Group, LLC, Alco
Capital Group, Inc. and Hilco/Great American Group.  As a guarantee of
performance by the Agent, the debtor will receive 40 percent of the
aggregate retail price of the merchandise.
  
A hearing will be held on October 24, 1997.  
  
The debtor estimates that approximately $24 million will be realized from
the sale of inventory by the agent.
  
  
SILAS CREEK: Committee Objects to Extension of Exclusivity  
----------------------------------------------------------  
The Official Committee of Unsecured Creditors of Silas Creek Retail, L.P.
object to the extensions of the exclusive periods to file and solicit
acceptances for a plan of reorganization.
  
The Committee claims that if the Asset Sale is not approved, then no
further extension is warranted because it will only serve to delay the
resolution of these cases.
  
If the debtors' operating assets are not sold as a result of the auction,
then the Court should encourage any party in interest to propose a plan or
plans of reorganization that would provide for a quick exit from Chapter
11.
  
If the Asset Sale is approved and consummated, then the debtors will have
no business to reorganize and any plan or plans will merely provide for
the distribution of the Asset Sales proceeds, a mechanism for resolution
of any disputed claims, and administration of the remaining assets, which
are not significant.
  
  
SILAS CREEK: Committee's Limited Objection to Sale  
--------------------------------------------------  
The Official Committee of Unsecured Creditors of Silas Creek Retail, L.P.
objects to the relief requested in the sale of the debtor's assets to ABC
Fabrics, Inc. on the limited grounds that the Committee and its
professionals have not been able to fully review the final form of the
asset purchase agreement and related documentation.
  
The Committee reserves its right to properly review the final
documentation for the Assset Sale and, if necessary, to prosecute any
objection.
  
  
SMITH TECHNOLOGY: Files Chapter 11  
----------------------------------  
Smith Technology Corporation filed for protection under Chapter 11 of the
Bankruptcy Code on October 8, 1997.  The company, under the jurisdiction
of the court and with the consent of its senior lenders, intends to enter
into an agreement for the sale of certain assets of its remaining
operations, primarily contracts, to another company in the environmental
remediation business.  Interim debtor in possession financing will be
provided by the company's senior lenders, as due diligence is performed by
the prospective buyer.
  
  
TODAY'S MAN: Disclosure Statement Approved  
------------------------------------------  
Today's Man, Inc. announced that the United States Bankruptcy Court in
Delaware, it has been given approval to solicit votes to confirm its
second amended plan of reorganization and disclosure statement.  The plan,
which provides 100% recovery of allowed claims, ensures an equitable
treatment of all the Company's constituencies.  Significant components of
the enhanced plan include a compromise on the valuation of the reorganized
entity and the inclusion of post-petition interest.
  
The plan calls for the distribution of a combination of both cash and
equity to creditors.  The actual distribution of cash and equity to
unsecured creditors is dependent on the treatment selected by the holders
of the secured claims as well as the opportunity for unsecured creditors
to alternatively choose to receive payment in all cash or all equity.
  
"We anticipate securing the necessary votes to confirm the plan," said
David Feld, Chairman and CEO.  "We are entering the home stretch of the
reorganization process and fully expect the plan's confirmation on
December 12th."
  
Public holders will receive for each share of Old Common Stock: one share
of New Common Stock; 0.5 of a warrant and the right to purchase shares of
New Common Stock at a price of $2.00 per share in the Company's Rights
Offering. Each whole warrant entitles the holder to purchase one share of
New Common Stock at an exercise price $2.70 at any time within two years
of issuance.
  
Solicitations for approval of the plan of reorganization and disclosure
statement will be mailed by October 23rd with a deadline for votes set for
December 5th.  The bankruptcy court has also set a confirmation hearing
for December 12th.
  
  
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