TCR_Public/971107.MBX   T R O U B L E D   C O M P A N Y   R E P O R T E R     
     
       Friday, November 7, 1997, Vol. 1, No. 54

                    Headlines

AMTRAK: Senate Close to Deal to Avert Insolvency
BARRY’S JEWELERS: Bondholders Can’t Hire Financial Advisor
BRE-X: Gold Co. Ordered Into Bankruptcy
DOW CORNING: Committee Objects to Summary Disclosure
GIBSON’S HOLDING: Seeks More Time to File

GREAT LAKES PULP: Restructuring Pact, Creditor Agreement
HARRAH’S JAZZ: Company Objects to Case Conversion/Dismissal
Q-ENTERTAINMENT: Seeks Protection Under Chapter 11
RICKEL HOME: Liquidation Sales and Sale of Property

Bond Pricing: DLS Capital Partners

                       -----

AMTRAK: Senate Close to Deal to Avert Insolvency
------------------------------------------------
Senate negotiators have tentatively reached agreement on
labor and liability issues that had blocked a vote on a bill
aimed at putting new life into Amtrak, Senate Majority
Leader Trent Lott said yesterday, according to the
Associated Press.

Both Congress and the administration have been pushing for
legislation to rescue Amtrak from financial insolvency and
looming bankruptcy, but the bill has been held up by
controversy over provisions that reduce some labor
protections.

House action on the measure stalled last month over the
labor issues, and chances of legislation moving in the House
before it adjourns for the year are unlikely.

The deal in the Senate would effectively eliminate current
rules where some Amtrak workers are eligible for up to six
years in severance pay when they are laid off, Senate
staffers said. Labor and management would have 180 days to
negotiate a new severance agreement, after which the six-
year rule is repealed.

Republicans, who had pushed for changes in the severance
system, gave some ground in the area of Amtrak's liability
for punitive damages in the event of accidents. The original
bill put caps on individual damage payments, but the
compromise calls for a "global cap" of $200 million to cover
all plaintiffs in an accident case.

The compromise also makes clear that $2.3 billion set aside
in the balanced budget deal for Amtrak can be used only for
capital investments, not wage increases.

The bill provides $3.4 billion for Amtrak operating expenses
through 2000 while making changes in Amtrak's management
system, and makes it easier for the federally subsidized
railway to choose routes based on profitability.


BARRY’S JEWELERS: Bondholders Can’t Hire Financial Advisor
----------------------------------------------------------
Barry’s Jewelers, Inc., objects to its Official Bondholder
Committee’s application to employ BDO Seidman LLP as its new
financial advisor.

Barry’s says that “based upon malfeasance committee and
nondisclosures made by the bondholders committee during this
case” it has recommended to the U.S. Trustee that the
committee be disbanded as an official committee, in which
case it will not be entitled to employ professionals at the
estate’s expense. Pending this decision, the court should
hold applications to hire professionals in abeyance.

Even if the committee stands, Barry’s says they shouldn’t be
allowed to hire BDO because the committee members have
refused to be bound by and honor the confidentiality of
confidential and nonpublic documents and therefore have no
access to any confidential information. Without this access,
committee members cannot perform their official function,
and there is no need to have a financial advisor for an
inoperative committee.


BRE-X: Gold Co. Ordered Into Bankruptcy
----------------------------------------
Bre-X Minerals Ltd., the company entangled in the biggest
gold-mining scam in history, was placed in bankruptcy
Wednesday by Judge Robert Cairns, according to the
Associated Press.

Judge Cairns ordered Bre-X and its parent company, Bresea
Resources Ltd., into bankruptcy, although he stayed the
order for Bresea pending an appeal.

Bresea's lawyer, Howard Gorman, argued that Bresea, which
owns 22 percent of Bre-X , should be kept alive long enough
to allow the company to call a shareholders meeting and
appoint a new board of directors.

Brian O'Leary, representing more than 100 Alberta
shareholders, said Bresea should be bankrupted so his
clients can win back some of the money they lost when Bre-
X's supposedly vast gold deposit in the Indonesian jungle
turned out to be a fraud.

David Walsh, chairman and chief executive of both Bre-X and
Bresea, had agreed to step down and to bankrupt Bre-X as
part of a deal with lawyers representing investors.

Efforts by Bre-X shareholders to mount class-action suits
are underway in British Columbia., Ontario, Quebec and
Texas, where one large class action encompasses more than 20
different suits from across the United States, O'Leary said.


DOW CORNING: Committee Objects to Summary Disclosure
----------------------------------------------------
Dow Corning Corporation’s Official Committee of
Tort Claimants objects to the company’s summary form of
disclosure statement for claims of personal injury
claimants. The committee says the amended plan of
reorganization is “facially unconfirmable” and therefore the
proposed amended disclosure statement cannot be approved.

The committee says the disclosure statements “is so flawed
and misleading that it would require a total overhaul before
its approval could reasonably be contemplated.” The
bankruptcy rules do not permit the debtor to substitute an
incomplete “summary” for the entire disclosure statement
that must be sent to all creditors in every impaired class.
Dow, says the committee, intends to send only the summary to
all tort claimants and other creditors in classes five
through ten and eighteen.

The committee says the summary disclosure statement is
materially misleading and incomplete -- it contains
inappropriate editorializing designed to mislead claimants
regarding the debtor’s intentions and the nature of the
plan, it must prominently disclose the tort committee’s
exlusion from negotiations and opposition to the plan, it
improperly tells claimants that a “no” vote will subject
them to the debtor’s proposed litigation procedures, and it
is even more misleading than the disclosure statement in
describing how the settlement trust will work,


GIBSON’S HOLDING: Seeks More Time to File
------------------------------------------
Gibson’s Holding Company has requested more time to file a
plan of reorganization and solicit acceptances, seeking a
90-day extension through February 16, 1998, to file and
through April 17, 1998, to solicit acceptances.

Gibson’s says it has made significant progress in addressing
operational and financial problems, including streamlining
operations, closing stores, improving relations with and
negotiating improved credit from vendors, and reducing the
amount of overstock and obsolete inventory. With DIP
financing, the company has been able to restock its stores,
remedying the prepetition inadequate inventory levels. By
working with its Official Committee of Unsecured Creditors,
Gibson’s has developed a comprehensive and detailed three-
year business plan, which is a framework for ongoing
discussions regarding a viable plan of reorganization.

Before a plan can be finalized, however, Gibson’s must
resolve prepetition federal income tax liabilities in excess
of $4 million -- a settlement agreement is currently being
reviewed by the IRS. This alleged liability inhibits
interest in the company by capital sources, strategic
buyers, and financial buyers. Gibson’s is working on
obtaining an infusion of capital with Gordian Group, which
anticipates receiving equity investor offers during late
November and December rather than October and November,
necessitating an extension of time. Finally, Gibson’s needs
now to focus its attention on the crucial holiday selling
season in order to maximize its profits.

A hearing on the matter is set for November 12, 1997, before
Judge Helen S. Balick, in the District of Delaware.

A hearing will be conducted on the same day to consider
Gibson’s motion to extend time to assume or reject unexpired
leases for 21 stores and four warehouses.


GREAT LAKES PULP: Restructuring Pact, Creditor Agreement
---------------------------------------------------------
Great Lakes Pulp Company, with annual production of 144
thousand metric tons of pulp, has reached agreement with its
major creditors on a financial restructuring and
recapitalization plan.  The agreement will be implemented
through pre-negotiated Chapter 11 proceedings, filed  at the
U.S. Bankruptcy Court in Grand Rapids, Michigan, and
expected to be completed during the first quarter of 1998.

The financial restructuring includes a $100 million
reduction in bond and other debt, as well as interest rate
reductions.  Liquidity will be provided through a
substantial infusion of cash equity and a working capital
loan facility, said Great Lakes President Lars Dannberg.

The pact will permit Great Lakes to continue normal business
operations. None of the 101 employees will be affected by
the action and all trade suppliers to the company are to be
paid in full, in cash.

Dannberg explained that a committee representing more than
97 percent of the bondholders has unanimously endorsed the
restructuring and are expected to vote in favor of the plan.  
Two investment funds, who are among the largest bondholders
of Great Lakes, have committed to invest the new equity
capital, and will emerge as the controlling stockholders of
the company.

The Menominee plant, constructed over the past two years,
was financed principally by the sale of $180.9 million of
tax exempt bonds issued through the Michigan Strategic Fund.  
The bondholders, not the fund, are creditors of the company.

"This agreement means that we will continue to supply our
customers around the world with high-quality products and
that Great Lakes Pulp will emerge a stronger and more
competitive company," said Dannberg.


HARRAH’S JAZZ: Company Objects to Case Conversion/Dismissal
-----------------------------------------------------------
Harrah’s Jazz Company objects to the U.S. Trustee’s plan to
convert to a Chapter 7 case or to dismiss the case.  
Harrah’s says the only ground the trustee gave for
conversion or dismissal is Harrah’s failure to confirm a
plan of reorganization.

A plan, says Harrah’s, was confirmed on April 28, 1997.
Because of problems consummating the plan encountered when
the state legislature did not approve a casino operating
contract before it adjourned in June, Harrah’s has proposed
modifications to the confirmed plan and has received the
required affirmative votes from creditors. It is continuing
to negotiate modifications with key creditor constituencies,
including the Louisiana Gaming Control Board. Furthermore,
only two years have passed since Harrah’s filed for Chapter
11 and that is not an unusual length of time for a case of
this size and magnitude.


Q-ENTERTAINMENT: Seeks Protection Under Chapter 11
--------------------------------------------------
Q-Entertainment, Inc., and certain of its subsidiaries has
sought protection Chapter 11 of the United States bankruptcy
laws. Over the past several months, the company has been
trying to restructure its financial obligations but has been
unable to obtain an equity infusion that would have helped
avoid Chapter 11 protection. To this end, it has appointed
Coopers & Lybrand as its financial advisors and Verner,
Liipfert, Bernhard, McPherson and Hand, Chartered as its
legal counsel.

The company confirmed that an interest payment to debenture
holders due no later than October 30 was not made, and it is
therefore in default under the provisions of the Trust
Indenture.

Three members of the company’s board have resigned: Robert
Harris, John Kearney, and Steven Varsano.

Q-Entertainment said it hopes to emerge from Chapter 11 with
a plan that will stabilize the company and allow it to
recognize its potential.


RICKEL HOME: Liquidation Sales and Sale of Property
----------------------------------------------------Rickel
Home Centers, Inc., has obtained permission from Judge Helen
S. Balick of the U.S. Bankruptcy Court, District of Delaware
to conduct liquidation sales with Maynards Industries as
agent and to sell inventory and fixtures at its 49 remaining
retail stores.

Congress Financial Corporation, as postpetition secured
lender, has a validly perfected first priority security
interest in and lien on all the assets being sold pursuant
to the liquidation sales.

Liquidation sales will be completed by January 15, 1998, and
within two days of Rickel’s receipt of the guaranteed
amount, Rickel will reimburse The Nassi Group L.L.C. for
out-of-pocket expenses not to exceed $10,000.

The debtor is authorized to sell FF&E at certain of the
stores, and the sale proceeds shall be immediately paid to
Congress, except for sale proceeds at the stores at which
West Windsor Holding Corporation was granted liens.

Judge Balick also granted Rickel an extension until December
5, 1997, to assume or reject unexpired leases for 42 store
locations.


Bond Pricing: DLS Capital Partners
----------------------------------
Following are indicated prices for selected issues. (f)
indicates flat.

Alliance Entertainment 11 1/4 '05 8 - 11 (f)
Amer Telecasting 0/14 1/2 '04 33 - 36
APS 11 7/8 '06 75 - 78
Bradlees 11 '02 6 - 7 (f)
Bruno's 10 1/2 '05 52 - 53 1/2
CAI Wireless 12 1/4 '02 29 - 31
Cityscape 12 3/4 '04 58 - 60
Computervision 11 3/8 '99 97 - 99
Flagstar 11 1/4 '04 46 - 47
Harrah's Jazz 14 1/4 '01 30 - 34 (f)
Grand Union 12 '04 43 - 45
Levitz 9 5/8 '03 34 - 36 (f)
Liggett 11 1/2 '99 63 - 67
Marvel 0 '98 8 - 9 1/2 (f)
Mobilemedia 9 3/8 '07 14 - 16 (f)
Mosler 11 '03 67 - 71
Musicland 9 '03 92 - 94
Payless Cashways 9 1/8 '03 17 - 18 (f)
Stratosphere 14 1/4 '02 63 - 67 (f)
Trump Castle 11 3/4 '03 93 - 94
Trump Atlantic City 11 1/4 '06 99 - 100
Wickes 11 5/8 '03 94 - 95

Computervision was talk of the week as bonds rocketed on a
buyout. Mobilemedia bonds were down sharply and Cityscape
continued to drift lower.

                        ---------

A listing of meetings, conferences and seminars appears
every Tuesday.

Bond pricing, appearing each Friday, is 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
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any form (including e-mail forwarding, electronic re-mailing
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The TCR subscription rate is $575 for six months delivered
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contact Christopher Beard at 301/951-6400.

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