TCR_Public/971029.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, October 29, 1997 Vol. 1, No. 47


ALL FOR A DOLLAR: Opposed to Trustee’s Motion to Convert
AMTRAK: Strike Postponed, but Bankruptcy Looms
CINCINNATI MICROWAVE: Staff May be Paid, But Stockholders Get Naught
DOW CORNING: Breast Implant Suit To Resume Next Year
KIA GROUP: Conglomerate to be Disbanded

LOT$OFF: Corporation Names CFO
LOUISE’S TRATTORIA: Proof of Claims Filing Date
TAL WIRELESS: Files for Bankruptcy
VOICE POWERED: Date for Filing Proofs of Claims
WESTERN PACIFIC: Cash Infusion Hangs on Plane Sale

WESTERN PACIFIC: MAX to Be Paid, Stay of Action on Contract


ALL FOR A DOLLAR: Opposed to Trustee’s Motion to Convert
All For A Dollar, Inc., is opposed to the application of the U.S.
Trustee’s Office to convert its Chapter 11 case to a Chapter 7 case or
to dismiss the case.  The company says it no longer conducts any
business or operations after Hilco/Great American liquidated the
inventory and it sold furniture, fixtures, and equipment at auction.

The company says it is preparing a liquidating plan of reorganization,
but is having difficulty reconciling its books and records for the
period of the going-put-of-business sales. Until such reconciliation,
monthly operating reports for the U.S. Trustee cannot be filed.
Furthermore, without the reconciliation the debtor and the Official
Committee of Unsecured Creditors cannot determine whether any claims
against Hilco exist. If there are claims, the debtor intends to pursue
them for the benefit of its creditor the completion of liquidation sales
of inventory

An application to hire J.M. O’Brien & Company P.C. to prepare this
financial accounting is currently pending approval by the Office of the
U.S. Trustee.

The company says it and the committee are more than capable of pursuing
any claims that may exist against Hilco without incurring the additional
expense of a Chapter 7 trustee.  The company further asserts it and the
committee can formulate a confirmable liquidating plan of reorganization
under which All For A Dollar’s creditors will be paid.

AMTRAK: Strike Postponed, but Bankruptcy Looms
Amtrak is losing so much money that it could go broke by spring -- or
sooner if Amtrak maintenance workers begin a threatened strike over
wages and other labor issues.

The railroad is so cash poor it will have to borrow $80 million this
year just to make payroll, according to the GAO.  President Tom Downs
says the main point of the strike, a 3.5 percent wage increase, could
push Amtrak to near bankruptcy in less than a week.

The strike was averted Monday until at least November 6 because of
progress made in bargaining between Amtrak and the 2,300-member
Brotherhood of Maintenance of Way Employees, a Transportation Department
official said.

Senate Majority Leader Trent Lott (R-Miss) indicated Monday that he
would introduce legislation that would extend the strike deadline,
perhaps to February 15, to allow the sides more time to work out

Democrats have been blocking a $2.3 billion GOP bailout of the
government-subsidized railroad. At issue is deleting a provision making
laid-off Amtrak employees eligible for a year of severance pay for each
year worked up to six years.

Lott also said he intended to attach to the strike extension a bill that
would require significant changes in the way the federally subsidized
railway operates. The bill gives the Amtrak board of directors greater
freedom in determining routes based on profitability, authorizes $3.4
billion for operating expenses through 2000, and eases current labor
protections on contracting out work and layoffs.

CINCINNATI MICROWAVE: Staff May be Paid, But Stockholders Get Naught
Cincinnati Microwave Inc.’s proposed liquidation plan allots 34 cents on
the dollar to Class 4 claimants comprising vendors and former workers
with legitimate claims, who are allowed by bankruptcy law to file for up
to $4,000 in wage or vacation compensation.  But stockholders with Class
7 claims shouldn't expect any cash, says the Cincinnati Post.

The plan must still be approved by U.S. Bankruptcy Court Judge Burton
Perlman. A hearing is scheduled for next month.  Thus far, Microwave has
raised $15.9 million by liquidating assets.

Class 1 secured creditor Foothill Capital Corp., should receive 100
percent of its claim and has already has been paid $3.79 million,
according to court documents.

Under the plan, Class 2 secured creditor First Data Merchant Services
Corp. would receive 100 percent.

Class 3 unsecured creditors, including attorneys in the bankruptcy case,
who would receive 100 percent of their claims.

The largest unsecured claim for $1.56 million has been filed by James
Jaeger, a former company director, who claims payments he made toward a
proposed settlement in a class action lawsuit filed by stockholders
against the company. Microwave plans to object.

DOW CORNING: Breast Implant Suit To Resume Next Year
Judge Yada Magee agreed this week to postpone the second phase of the
breast-implant class action suit until next year, as both the plaintiffs
and Dow Chemical Co. said they need more time to prepare, according to
the New Orleans Times. Testimony is set to begin January 7.

The class action includes about 1,800 women, though damages for most of
the class members may be consolidated with Dow Corning's bankruptcy case
in Michigan. Dow Chemical has asked Magee to end the lawsuit's status as
a class-action, but she has not ruled on that issue.

KIA GROUP: Conglomerate to be Disbanded
South Korean government has decided to place the financially ailing Kia
Group's two auto-making flagships Kia Motors Co. and Asia Motors Co.
under court receivership, effectively disbanding the Kia Group,
according to Xinhua English Newswire.

The government invested $370 million in the car producer to acquire
majority ownership and take over its management.  Kia Motors will be
operated as a state-run public company until its management is
normalized; its future will be decided by the next administration.  
Economic observers said the government’s decided the action would end
the prolonged Kia crisis and calm escalating financial unrest under the
market economic frame. Commercial banks and merchant banks agreed.

Creditor banks said they will file an application this week at the
earliest for court receivership of the two units.  Loans by Korea
Development Bank (KDB) to Kia Motors will be converted into the state-
run bank's investment capital, making KDB the motor company's biggest

Asia Motors will soon be handed over to a third party, on the condition
that its commercial vehicle production lines in Kwangju are not

The government also called for the resignation of most of the current
management and will appoint asset trustees within the companies under
negotiations with the court.

After the decision, the local bourse sharply rebounded , and the South
Korean currency also showed signs of recovery. Domestic stock prices and
the South Korean won have both experienced sharp declines in recent
days, mainly because of the prolonged Kia issue.

Economic gains may be short-lived, however, as the decision prompted an
immediate strike by 20,000 Kia workers.  The Korean Confederation of
Trade Unions, an umbrella group, ordered the strike at Kia Motors to be
expanded immediately to include 30 subsidiaries and suppliers, adding
about 10,000 workers.

If that fails to move the government, unions at the nation's three other
car producers --  Hyundai, Daewoo, and Ssangyong -- will join the
protests next Monday, the confederation said.

If the government still intends to put Kia in receivership and remove
its management, all 500,000 members of the confederation will join
forces in nationwide walkouts and protests beginning November 10, the
confederation said.  Widespread strikes would cripple an already
slumping economy.

LOT$OFF: Corporation Names CFO
LOT$OFF Corporation, which emerged from bankruptcy on June 16, 1997,
announced it has tapped Jeff Seidel, a former consultant to the company,
to be CFO, replacing Charles "Hop" Fuhrmann, who continues as the
chairman, president, and CEO.

Mr. Seidel is leaving his current position with the consulting arm of
Deloitte Touche Tohmatsu International, the global accounting and
auditing, management consulting and tax services organization. At
Deloitte & Touche, he worked with LOT$OFF on its reorganization plan,
helping to arrange the company's DIP financing facility with GE Capital

LOUISE’S TRATTORIA: Proof of Claims Filing Date
The last day to file proofs of claim against Louise’s Trattoria, Inc.,
has been set for December 15, 1997, by the U.S. Bankruptcy Court,
Central District of California.

TAL WIRELESS: Files for Bankruptcy
TAL Wireless Networks, Inc., formerly known as Tetherless Access Ltd.,
has filed bankruptcy after a strategy to finance the company backfired,
according to the San Jose Business Journal.

The Sunnyvale-based maker of high-speed wireless Internet connections
filed for Chapter 11 protection on October  6 in U.S. Bankruptcy Court
in San Jose after piling up debts of more than $5.4 million.  The
company and its five offshore subsidiaries, which have not filed
bankruptcy, serves 400 customers worldwide.

TAL had received $11 million from several investors, but was forced into
bankruptcy when investors from Australia and New Zealand refused to
provide more funding, according to company board member Richard Redett.

In November, 1996, TAL merged with American Phoenix Group Inc., in an
attempt to gain additional funding. But in May 1997, both TAL and
American Phoenix were sued by Golden Eagle Insurance Co. for $12 million
over an unfinished construction project, said Redett. He pointed out
that TAL had to defend itself although it had nothing to do with the
construction contract.

"The TAL people were kind of left holding the bag with that one," said
Mr. Redett. "Then the investors said 'No more.' "  PR Finance &
Investment Ltd., an investment group based in the Caicos Islands, is
owed $2.2 million.  Clime Investment Holdings in Auckland, New Zealand,
is owed $500,000.

Redett said that TAL would have needed $18 million in capital to expand
its service network, and the company is seeking a buyer for its assets,
which include inventory and stock in offshore subsidiaries in Alaska,
Argentina, Australia, China, and New Zealand.

VOICE POWERED: Date for Filing Proofs of Claims
The last day to file proofs of claim in the Voice Powered Technology
International, Inc., Chapter 11 case is November 17, 1997, in the
Central District of California

WESTERN PACIFIC: Cash Infusion Hangs on Plane Sale
Western Pacific Airlines, Inc., struck a deal late last week with the
Hunt and Gaylord families, which secured a $10 million loan and thus
control the amount of operating revenue that WestPac must keep in a
special loan collateral account, to temporarily lower the amount to $7.7
million from $8.9 million.

WestPac used the extra $1.2 million to make a total of $800,000 in
payments due through Monday for payroll, aircraft fuel, and fees owed
its sister airline, Mountain Air Express.

WestPac will repay the $1.2 million to the collateral account when it
sells a Boeing 737, for which one buyer has offered to pay $4.9 million
cash, according to the Denver Gazette.

Five of WestPac’s other jets are leased from General Electric Capital
Corp., which began legal action to repossess the planes unless WestPac
agrees to meet all obligations of the leases.

GE said that since the end of July, WestPac has failed to make
maintenance and reserve payments to cover use of the planes. The
aircraft leasing company said that by December 5, WestPac will owe GE
more than $4 million for use of the planes.

WESTERN PACIFIC:  MAX to Be Paid, Stay of Action on Contract
Western Pacific Airlines, Inc., was told by judge Sidney B. Brooks of
the U.S. Bankruptcy court, District of Colorado, to pay $%70,000 to
Mountain Air Express, Inc., (MAX) for past due premiums on hull and
liability insurance, $55,000 to Mercury Air Group for fuel, and
$$207,000 for the wages and taxes of MAX employees. MAX’s leasor,
Dornier Luftfahrt GmbH, agreed to stand still on action under its
aircraft leases to MAX for 15 days from October 15, provided the
insurance premiums are paid.


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