TCR_Public/971113.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, November 13, 1997, Vol. 1, No. 57   
BIDERMANN: Exclusivity Extended to January 9, 1998
BIG RIVERS: The Examiner's Enhanced Fee
DOW CORNING: High Court Allows Combining Lawsuits
FLAGSTAR: Reports Third Quarter Results

GENERAL WIRELESS: PCS Carriers Should Have Debt Reduced
L. LURIA: Seeks Employee Bonus and Severance Plan
POCKET: Committee Opposes Committee Reconstitution
RDM SPORTS: Objection To Employment of Pacholder
SLED DOGS: Files For Chapter 11 Reorganization

STEINBERG'S: Agreed Order For Use of Cash Collateral
STRATOSPHERE PLAN: To Hurt Stockholders


BIDERMANN: Exclusivity Extended to January 9, 1998
Judge Brozman granted Bidermann Industries USA, Inc., an
extension of its exclusive period during which to file a
plan of reorganization through January 9, 1998 together
with an extension of Bidermann's exclusive period during
which to solicit acceptances of such plan through March 9,
1998.  Judge Brozman ruled, however, that Bidermann will
have to share co-exclusivity with its creditors' committee
and senior secured lenders to permit the filing of a joint

BIG RIVERS: The Examiner's Enhanced Fee
The Court in the Chapter 11 case of Big Rivers Electric
Corporation felt compelled to address some of the details
that related to the Examiner's request for an enhanced fee
because the request drew, according to the Court, such
unnecessary and untimely attention.

The Court makes it clear that the "lodestar" is the starting
point in reviewing all professional compensation, and that
this is a clear and absolutely binding precedent.

The Court also states that unless the evidence establishes
that the Examiner expressly agreed not to seek any
compensation over and above an hourly rate of $185. he is
not estopped or otherwise prohibited from requesting an
enhanced fee.  The Court will determine what constitutes
reasonable compensation for the services rendered by the

The Court stated that it was shocked to learn that various
portions of the responses and objections to the fee request
had been made a part of the record in the appeal to the
District Court of this court's Confirmation Order when the
Bankruptcy Court had not entered any ruling on the fee

The Court believes that this fee issue, is a minor, although
costly issue, since the Examiner is seeking over four
million dollars.  The Court does not feel that the fee issue
should impact the plan's confirmation. The Court states,
"The Examiner's Herculean efforts are reminiscent of the
shuttle diplomacy of Dr. Henry Kissinger and that the
results achieved are nearly as breathtaking and

The Court points out that the administrative costs incurred
in other cases have ranged from 20 to 90 million dollars and
the cases have dragged on for years.  The instant case was
resolved in 12 months at a cost of less than 10 million
dollars.  The Court encourages the parties to settle the
instant controversy so that Big Rivers can get on with its

The Confirmation Order confirming the plan of reorganization
under Chapter 11 of the bankruptcy code dated August 8, 1997
of Consolidated Hydro, Inc. was signed by the Honorable Sue
L. Robinson on October 23, 1997 and filed on October 27,
1997.  The Effective Date as defined in the plan occurred on
November 7, 1997.  A hearing to consider the final
applications of professionals for compensation and
reimbursement of expenses in the case will be held on
December 29, 1997.

DOW CORNING: High Court Allows Combining Lawsuits
The Washington Times reported on November 11, 1997 that
thousands of women who claim they were injured by silicone
breast implants lost a key legal battle with the silicone
manufacturers yesterday when the Supreme Court allowed their
cases to be combined for trial in Michigan.

Acting without comment, the justices refused to consider a
federal appeals court decision transferring all implant-
related cases against Dow Chemical Co. and Corning Inc. to
U.S. District Judge Denise Page Hood.

Judge Hood had refused to hear the cases but was overruled
by the 6th U.S. Circuit Court of Appeals in the order
sustained yesterday by the high court.

This decision leaves to other courts, primarily in Alabama,
related lawsuits against Baxter Healthcare Corp., Minnesota
Mining and Mfg. Corp., Bristol-Myers Squibb Co.  and Medical
Engineering Corp.

Aside from factors of distance and expense for plaintiffs
and witnesses, the governing state law in the transferred
cases now will be that of Michigan rather than the often
more generous laws where the women sued.

Barbara J. Houser, the Dallas lawyer representing Dow,
Corning and the subsidiary Dow Corning, has succeeded now in
transferring all the cases relating to her clients to Judge
Hood's court on grounds that she could manage them in a more
orderly way, saving time and money.

The Dallas Morning News reported on November 12, 1997
that the tangled jurisdictional dispute centers on Dow and
Corning's attempts to use the bankruptcy of their jointly
owned partnership, Dow Corning Inc., to collect all pending
suits into the same Michigan federal court district that's
supervising the bankruptcy.

Federal law permits a federal court to take control of
lawsuit claims that could affect a bankruptcy proceeding in
the same jurisdiction.  "This is the only way for there to
be an efficient and timely resolution of these lawsuit
claims," Dow Chemical spokesman John Musser said Monday.

Silicone breast-implant plaintiffs have argued that Dow and
Corning are not in bankruptcy and shouldn't be allowed to
take advantage of Dow Corning's bankruptcy case to put
thousands of suits into a single federal court. That
action, they've said, could cause long delays and force
plaintiffs from all parts of the country to fight their
lawsuits in Michigan.

Dow and Corning have countered that letting one court
coordinate all similar cases will streamline the process,
saving time and money.

Their arguments hadn't gotten far with Michigan-based U.S.
District Judge Denise Page Hood. She initially ruled that
while claims against Dow Corning should be gathered in the
court where that company has sought bankruptcy protection,
she didn't have jurisdiction over claims against the
corporate parents, Dow and Corning, because they weren't in

The Supreme Court action sends the cases back to Judge
Hood's trial court for further proceedings. Under the
appeals court's decision, Judge Hood still may examine each
of the thousands of suits to see whether there is some legal
reason she shouldn't take control of some individual claims.

In response, Judge Hood already has permitted one case to
proceed in Louisiana, where a jury in August found Dow
Chemical liable for failing to warn women about potential
dangers of Dow Corning's implants. That case is awaiting
the start of a second phase, about whether leaking silicone
made eight plaintiffs sick.

The Louisiana case focuses on Dow Chemical Co., which is one
of the owners of Dow Corning.  A Louisiana jury found in
August that Dow Chemical was negligent in testing silicone
for implants, lied about the possible risks and plotted with
Dow Corning, the manufacturer, to hide potential health

No damages were awarded. Those will be decided in the next
phase of the Louisiana-based trial against Dow Chemical. It
will be essentially a personal injury trial in which the
eight women who originally brought the suit will need
to prove their myriad illnesses were indeed caused by Dow
Corning breast implants.

The same Louisiana jury will hear the second phase of the
case, tentatively set for Jan. 7.  Dow Corning last August
offered to pay more than 200,000 women up to $2.4 billion to
settle all breast implant claims against it. The plan
requires approval by the bankruptcy court and two-thirds of
the women who are suing.

The settlement offer, quickly deemed inadequate by some of
the women and their lawyers, marked an increase from the
company's original $2 billion offer that was part of a $4.2
billion global settlement made several years ago by several
breast implant makers.

FLAGSTAR: Reports Third Quarter Results
Flagstar Companies, Inc. reported that earnings before
interest, taxes, depreciation, amortization and
restructuring expenses (EBITDA) increased to $82.9 million
for the third quarter ended October 1, 1997, versus $81.9
million in the prior year quarter.  The increase was
principally driven by EBITDA improvement in the
Denny's restaurant division.  

"We continue to be on target with the year-to-date EBITDA
projections set forth in our financial restructuring plan,"  
said James B. Adamson, chairman and chief executive officer
of Flagstar. "During the quarter, we continued to benefit
from improved profitability at Denny's due to last year's
pricing increase and additional restaurant operating
efficiencies we have realized this year.  We are encouraged
with the improving trends shown in Denny's weekly guest
counts thus far in the fourth quarter.  Additionally, El
Pollo Loco and Coco's recorded increases in guest counts and
comparable store sales during the quarter."  

"Hardee's and Quincy's continue to operate in a very
difficult competitive environment which has resulted in
negative comparable store sales,"  continued Adamson.  
"While profitability flow-through is being effectively
managed, we do not expect significantly improved sales
trends at either concept for the remainder of the year.  
Hardee's new franchisor, CKE Restaurants, Inc. ("CKE"),
is experiencing positive results with recent Hardee's
conversions to Carl's Jr. restaurants in the Oklahoma City
market.  We will closely follow the progress of these
conversions and future dual branding strategies planned by
CKE to assess if these initiatives can provide a path for
improved performance at our own Hardee's restaurants.  

Quincy's closed several underperforming restaurants
during October and is experiencing favorable results from
conversion of six Quincy's restaurants to a full-service
format in the Montgomery, Alabama market and conversion of
one unit to a Carrows restaurant in the Charlotte, North
Carolina market.  While Carrows hit a slight bump in the
road during the third quarter in terms of profitability, we
are cautiously optimistic that we will see a rebound in its
performance in the fourth quarter."  

"We are very pleased that our revised financial
restructuring plan was confirmed by the U.S. Bankruptcy
Court last week.  Our management will now be freed from
restructuring distractions and will finally be able to fully
focus on improving performance at our six restaurant
concepts.  We plan to emerge from Chapter 11 within the next
several weeks with a new capital structure, new flexibility
to realize our growth prospects and a brand new name," said

The Company reported total revenue of $654 million during
the third quarter, compared with $704 million in the same
period last year.  Operating income was $44.3 million,
compared with $48.3 million in the same quarter last
year.  Due to continued debt and interest expense, as well
as ongoing reorganization expenses, the Company recorded a
third quarter net loss of $17.8 million, or $0.50 per share.  
This compares with a net loss of $12.5 million, or $0.38 per
share, in the prior year quarter.  

For the three quarters ended October 1, 1997, total revenue
increased to $1.99 billion, compared with $1.88 billion in
the same period last year.  EBITDA increased to $220.4
million, versus $211.8 million in the prior year period.  
Operating income was $113.5 million, compared with $119.2
million in the same period last year.  Due to continued debt
and interest expense, as well as ongoing reorganization
expenses, the Company recorded a net loss of $101.8
million for the year-to-date period, or $2.65 per share.  
This compares with a net loss of $57.3 million, or $1.60 per
share, in the prior year.  

Denny's third quarter operating income, excluding gains on
the sale of restaurants to franchisees, decreased slightly
to $32.3 million, compared with $32.7 million in the prior
year quarter primarily due to a 5.8% decline in comparable
store sales.  Significant savings in food and labor costs
were largely offset by increased depreciation and
amortization expense during the third quarter.  The
comparable store sales decline was driven by lower guest
counts, partially offset by an increase in average guest
check. These changes reflect the impact of the September
1996 price increase that has continued to enhance profit
margins.  The Denny's domestic system opened 15 new
restaurants and closed two restaurants during the quarter.  

Hardee's third quarter operating income decreased to $8.9
million, from $12.1 million in the prior year quarter.  
Comparable store sales declined by 9.1 percent, reflecting
continued aggressive promotions by competitors, compounded
by persistent weakness in Hardee's brand positioning and
advertising programs.  Hardee's closed 21 restaurants during
the quarter.  

Quincy's operating income increased to $1.1 million,
compared with $0.8 million in the prior year quarter.  The
increase in operating income was primarily attributable to
improved product cost management.  Comparable store
sales at Quincy's declined by 7.1 percent during the
quarter.  Quincy's closed two restaurants during the

Comparable store sales at El Pollo Loco increased 1.9
percent versus the prior year quarter.  This increase was
driven by higher weekly guest counts and an increase in
average guest check due to a shift in promotional emphasis
versus the same period last year.  Operating income,
excluding gains on the sale of restaurants to franchisees,
increased to $3.5 million, versus $3.4 million in the prior
year quarter.  El Pollo Loco opened three new domestic
system restaurants and closed six international restaurants
during the quarter.

Coco's comparable store sales increased 2.7 percent during
the third quarter, while operating income was essentially
flat versus the prior year quarter at $3.7 million.  The
Coco's domestic system opened two new restaurants during the
quarter, while six new international restaurants were

Carrows recorded operating income of $3.0 million during the
quarter, versus $3.2 million in the prior year quarter.  
Comparable store sales for Carrows showed a slight decline
of 0.3 percent during the quarter.  Carrows opened one
restaurant and closed two restaurants during the quarter.  

GENERAL WIRELESS: PCS Carriers Should Have Debt Reduced
According to an article in Communications Today, on November
12,1997, General Wireless Inc. told a federal bankruptcy
court in Dallas says that according to U.S. bankruptcy law,
C-block PCS carriers that have filed for bankruptcy
protection should have the amount of their auction-related
debt significantly reduced.  General Wireless (GWI)claims
that the Bankruptcy Code would allow companies like it and
Pocket Communications Inc. to reduce the amount of debt they
owe the FCC to "fair value."

Seeking to reduce the $953.6 million it still owes the FCC
to less than $200 million, GWI, in an Oct. 29 court filing,
is pointing to section 548 of the Bankruptcy Code. The
company said this provision states that if a party incurs
a debt which is much higher than the value of the property
received in return and, as a result of this, the party is
"left financially distressed...the transaction must be

In other words, GWI is arguing that the law allows C-block
carriers that have entered into bankruptcy to reduce the
amount they owe the FCC to what the licenses really are
worth--which, GWI is arguing, is significantly less than
what was paid in the C-block auction.

If the court agrees with GWI, it could encourage other
companies such as NextWave Telecom Inc. to file for
bankruptcy protection, one FCC official noted.

The Justice Department, on behalf of the FCC, will
file a response with the court by Dec. 3. William Rivera,
the Justice Department attorney handling the case, would not
comment on GWI's argument, but said, "We do disagree with

In the filing, GWI said that after the C-block auction,
several "factors intervened" that reduced the value of the
licenses: "the passage of time, the financial market, and
sales of additional licenses by the {FCC} for the same
geographical areas," the latter a reference to last April's
Wireless Communications Services auction.

"By the time {GWI} purchased the licenses...the price {it}
had to pay was astronomically high compared to the licenses'
current worth," it said.

Section 548 of the Bankruptcy Code "doesn't care why" the
value of the property responsible for the debt has been
reduced, GWI said. "This is a simple case that presents one
simple issue--at the time the debtors incurred the
obligation and received the asset, was there an exchange for
reasonably equivalent value? The answer is unequivocally,
`NO'." Accordingly, GWI is arguing, the amount owed should
be "restated to the actual value of the licenses."

L. LURIA: Seeks Employee Bonus and Severance Plan
L. Luria & Son, Inc. is seeking to implement employee
retention bonuses and severance arrangements in an effort to
provide certain of the debtor's employees with sufficient
incentives to remain in the employ of the company.

The severance bonuses are designed to compensate employees
whose services have been eliminated during the course of the
Chapter 11 case and to recognize the employees for the
services they performed during the bankruptcy, while they
remained employed with the debtor.

Retention bonuses are in the amount of four weeks
compensation. The aggregate amount of payments that would
be made to current employees is $103,573.00 The aggregate
amount of severance for past employees is $37,618.96.  

POCKET: Committee Opposes Committee Reconstitution
The Official Committee of Unsecured Creditors of Pocket
Communications, Inc. opposes the motion of National Telecom
to reconstitute the Official Committee of Unsecured
Creditors and disqualify Committee counsel.

The Official Committee stated, "NatTel's latest effort to
disrupt these proceedings and to distract the real parties
in interest from the business at hand involves NatTel's
attempt to reconstitute the Committee and to disqualify
its counsel."

The Committee further states that it is adequately
representative of the claims that it is supposed to
represent and is responsive to the needs of general
unsecured creditors as a whole.

The Committee alleges that Committee members Booz Allen and
CE Capital are not disqualified from serving on the
Committee by virtue of their equity security interests in
Pocket, and that CE Capital is not an insider of Pocket, and
if it were an insider, it should not be disqualified from
serving on the committee.

RDM SPORTS: Objection To Employment of Pacholder
The Official Committee of Unsecured Creditors of RDM Sports  
Group Inc. and related debtors has filed an objection to the
employment of Pacholder Associates, Inc. as financial
advisor to the Official Committee of Bondholders.  The
Creditors Committee states that while under some
circumstances, a financial advisor may be necessary and
helpful, the nature of these proceedings fails to warrant
such a retention.

The Committee argues that the bondholders are creditors of
RDM Sports Group, Inc. which has no current business
operations and is merely a holding company.  The Creditors
Committee has retained financial consultants to aid in
analyzing the debtors' current operations as well as offers
to purchase the debtors' assets or businesses and the
retention of Pacholder would be unnecessary and duplicative.

SLED DOGS: Files For Chapter 11 Reorganization
The Twin Cities Star-Tribune reported on November 11, 1997
that Sled Dogs Co., the Minneapolis-based maker and marketer
of snow skates and accessories that has pioneered snow
skating as a winter sport, has filed for reorganization
under Chapter 11 of U.S. bankruptcy laws.

The company's petition, filed Wednesday in U.S. Bankruptcy
Court in Minneapolis, listed total assets of about $1.4
million and liabilities of about $3.2 million.

Two units of Norwest Corp. are listed among the company's
largest unsecured creditors: Norwest Business Credit Inc.,
with a claim of $536,000, and Norwest Bank Minnesota, NA,
with a claim of $250,000.

Another major creditor is Minson Enterprises Co., a
Taiwanese supplier that had sued Sled Dogs seeking payment
for $435,000. It listed a claim of $288,655.
Earlier this year the two companies had announced a
settlement with a schedule under which Sled Dogs could repay

Chairman and CEO Kent Rodriguez said Friday that he's
relieved by the bankruptcy filing because it has enabled the
company to obtain debtor-in-possession financing of $150,000
from Norwest Business Credit. The funds will allow the
company to implement a direct-sales program that is targeted
at its primary market of aggressive in-line skaters, he

Sled Dogs previously has sold its skates and accessories
through big-box sporting goods retailers such as Galyan's
and The Sports Authority, and has advertised its products on
television "infomercials."  The company has been
consistently unprofitable since it was founded in 1991, and
it posted a $4.4 million loss last year because of writeoffs
on obsolete inventory.

The stock, which traded as high as $5.50 a share in 1994
after the company went public, has been less than $1 a share
for the past year. It closed Friday at 5 1/4 cents a share.

Rodriguez, who replaced CEO John Sundet in March, said the
Chapter 11 filing also will enable the company to deal with
its unsecured creditors in an orderly manner and seek
additional sources of capital. He said the company is
exploring a variety of avenues for additional financing, but
he declined to elaborate.

STEINBERG'S: Agreed Order For Use of Cash Collateral
The Court entered an Omnibus Agreed Order on November 3,
1997, granting the debtor's Cash Collateral Motion,
compromising and settling intercreditor disputes, fixing
recovery of general unsecured claims and granting other
relief.  The debtor has the authority to use the Secured
Lenders' cash collateral during the Usage Period, in an
amount not to exceed $419,679. for the purpose of paying
those expenses incurred in the ordinary course of the
debtor's business in furtherance of the debtor's
liquidation.  The Post Petition Loan is allowed in the
principal amount of $500,000.

The intercreditor disputes have been compromised and
settled, and the terms of each agreement are set forth in
this Order.

The 25% General Unsecured Creditor Recovery is set out in
this Order, and general unsecured claimants shall be
entitled to recover an amount equal to 25 percent of the
allowed amount of general unsecured claims, not to exceed
$2.75 million from the net proceeds of the sale of the
Sunnybrook porperty and the assignment of the debtor's
leases after the payment of allowed claims, secured real
property prioirity claims and administrative expense claims.

STRATOSPHERE PLAN: To Hurt Stockholders
The Las Vegas Review-Journal reported on November 11, 1997
that Stratosphere Corp., the tower casino operator in
Chapter 11 bankruptcy, disclosed after 5 p.m. Friday that
its second reorganization plan would wipe
out stockholders.

The proposal calls for the secured portion of Stratosphere's
first mortgage notes to be converted into all of the equity
in the reorganized company.

Analysts have doubted stockholders in the troubled project
would get much, if any, equity. The reorganization plan is
subject to bankruptcy court approval.

The bank is located at 5811 West Sahara Ave., east of Jones
Blvd.  The bank will offer checking, savings, certificates
of deposit and retirement accounts. The bank specializes in
real estate transactions.

Other services include collection of private party notes.
The FDIC separately insures all funds collected by the bank
up to $100,000 for each buyer and each seller, thus
providing federal deposit protection not provided by other
note collection companies.

The Denver Post reported on November 11, 1997 that    
Mountain Air Express, the commuter carrier that filed for
Chapter 11 bankruptcy Thursday, failed to make a $250,000
payroll for employees on Friday.

But officials of the airline, known as MAX, said they hope
to get permission from a bankruptcy judge early next week to
make the wage payments as quickly as possible.

Bankruptcy filings prohibit companies from paying so-called
"pre-petition" debt without the approval of the court. Pre-
petition refers to debt, including unpaid wages, incurred
before a bankruptcy filing.

This is the second time in a month that MAX employees have
faced a delay in the payment of wages.

On Oct. 13, the airline told its parent firm, Western
Pacific Airlines, that MAX owed its workers about $300,000
in back wages and faced a shutdown if WestPac didn't quickly
pay the commuter carrier money WestPac owed it.

WestPac itself had filed for Chapter 11 bankruptcy
protection a week earlier. U.S. Bankruptcy Court Judge
Sidney Brooks approved WestPac's payment of funds to MAX and
the commuter airline's employees were paid.

MAX spokeswoman Amanda Sullivan said officials at the
carrier were concerned that pilots might not show up to fly
the company's routes Friday after they heard that employees
would not get paid that day.

But she said crews did show up to fly and employees are
taking news of the bankruptcy filing and the delay in
issuing paychecks "surprisingly well."

In its bankruptcy filing, MAX listed total assets of $6.8
million and total liabilities of $8.3 million. The carrier
said it filed for Chapter 11 protection because of a cash
shortage caused by a delay in the payment of about
$500,000 in ticket revenues to the airline.


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