TCR_Public/971125.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R        
      Tuesday, November 25, 1997, Vol. 1, No. 66

AQUA VIE: Announces Agreement to Merge
CRAIG CONSUMER: Seeks Stipulation for Relief of Stay
GANDALF TECHNOLOGIES: Plan Receives Creditor Approval
LOUISE'S TRATTORIA: Committee Seeks Bid Evaluations

MAIDENFORM: Seeks Order Authorizing Agreement with Coleman
MANHATTAN BAGEL: Reports Third Quarter Results
MARVEL: Objects to Application for Trustee
MARVEL: Toy Biz and Marvel File Joint Plan
MOBILEMEDIA: Seeks to Extend Exclusive Periods

RDM SPORTS: Committee Objects to Terms for Donaldson,Lufkin
RDM SPORTS: Court Approves Sale of Flexible Flyer
SA TELECOM: Files For Chapter 11 Protection
WELCOME HOME: Court Extends Exclusivity
YAMAICHI SECURITIES: One of Japan's Big Four Insolvent

Meetings, Conferences and Seminars


Independent National Distributors, Inc. ("INDI") is a wholly
owned subsidiary of Alliance Entertainment, Inc., and a
debtor in this case.  Alliance purchased INDI for $26.5
million in 1995.  Due to a serious downturn in business in
the music industry, INDI's net operating losses as of August
31, 1997 exceed approximately $2 million.
The debtors have determined that a liquidation of INDI will
offer the maximum possible return to the estate and

The debtors estimate that a complete liquidation of INDI
will yield in excess of $10 million and perhaps as much as
$20 million.  Because under all restructuring scenarios,
INDI produces negative EBITDA, the debtors determined that
little or no value could be derived from a sale of INDI as a
going concern.

A proposed procedure for the liquidation of INDI is included
as a part of the motion.  INDI is granted limited discretion
tot settle accounts, unless the price of a single item is in
excess of $50,000 or if all of the items of one single
purchaser are in excess of $100,000.  Furthermore, the
debtor argues that the proposed liquidation procedure is no
a sub rosa plan of reorganization, it simply proposes to
sell all of the assets of INDI without altering the rights
of INDI's creditors.

The liquidation procedure will be carried out by current
employees, and the debtors propose a retention bonus plan to
alleviate the hardship on such employees.

The court has entered an order to show cause, scheduling a
hearing for December 1, 1997 to consider the debtors' motion
for the order authorizing the liquidation of INDI.

AQUA VIE: Announces Agreement to Merge
On November  21, 1997 Aqua Vie Beverage Corporation
announced that Aqua Vie Beverage Corporation (AVBC), and
Aqua Vie Advance Corporation (AVA), have reached an
agreement in principle, whereby AVBC proposes to merge with

AVA is a company that was formed by Tom Gillespie, founder
of AVBC, to purchase all of the assets of AVBC from the
bankruptcy court to include among other things and without
limitation, all assets, tangible and intangible, all non-
litigation and non-shell assets, any net operating tax
loss, any and all litigation claims owned or claimed to be
owned by the estate, and the AVBC corporate shell. The
purchase of the assets from the bankruptcy court was
concluded, free and clear of all liens and encumbrances on
September 27, 1997.

Under the proposed terms of the merger, AVA will now become
a wholly owned subsidiary of AVBC. The acquisition is still
subject to completion of definitive documentation, and
legal and financial due diligence, but is expected to be
completed within approximately 45 days.

Gillespie, founder of Aqua Vie Beverage Corporation said
that, "This merger makes solid business sense.  A great
deal of effort will be taken to structure the merger in a
way that could potentially maximize the preservation of all
of the AVBC assets, including the approximate $14 million
tax loss carry-forward, as well as avoid the need for a
reverse split of the AVBC stock. After almost three years
in court, this final phase of planning should provide a
solid foundation for the introduction of AVBC's four
product lines of all natural, low calorie functional

CRAIG CONSUMER: Seeks Stipulation for Relief of Stay
Craig Consumer Electronics, Inc., the debtor and BT
Commercial Corporation, as agent and LaSalle National Bank,
Nationsbank of Texas and Sanwa Business Credit Corporation,
as Lenders, entered into a Stipulation for relief from the
automatic stay.

Prior to the petition Date, the Lenders loaned Craig
approximately $13,331,000 together with accrued interest,
fees, costs and other charges.  The Lenders hold first
priority security interests in substantially all of Craig's

As a result of Craig's inability to generate sufficient
sales, Lenders advanced approximately $1,875,265
postpetition to Craig while at the same time the Lenders
received an aggregate paydown of only approximately $1.2
million.  As a result, the aggregate amount owed to the
lenders increased to $13,984,464. The lenders are not
willing to fund after November 30, 1997.

Craig admits that the Lenders are entitled to relief from
the automatic stay for cause because the Lenders' interest
in the Collateral is not adequately protected.  Moreover,
the debtors assert that the Collateral is not necessary to
an effective reorganization.  No possibility of
reorganization exists, let alone a successful reorganization
within a reasonable time.

GANDALF TECHNOLOGIES: Plan Receives Creditor Approval
On behalf of Gandalf Technologies Inc. and its subsidiary
Gandalf Canada Ltd., Deloitte & Touche Inc. announced that
the Plan of Compromise or Arrangement (the "Plan") under
the Companies' Creditors Arrangement Act (CCAA) for each of
the companies was approved by its respective creditors on
Nov. 14, 1997 and received court sanction today.  

The Chairman, President and Chief Executive Officer and the
Board of Directors of GTI resigned on Nov. 7, 1997.  Under
the initial court order made July 25, 1997 granting the
companies protection under CCAA, Deloitte & Touche
Inc.  was appointed Monitor.  Effective Nov. 7, 1997,
Deloitte & Touche Inc. has also been appointed Receiver and
Manager to complete the CCAA process.  

As previously announced, Gandalf's technology and product
business was sold to Mitel Corporation on Aug. 7, 1997 and
the service and maintenance business was sold to
DecisionOne Corporation on Oct. 20, 1997.  The remaining
assets either have been, or will be, liquidated.  Under the
Plan, creditors of each of the companies are expected to
receive between 15 cents and 25 cents on the dollar.
Shareholders rank behind the creditors.  It is not
anticipated that there will be any monies available for
distribution to the shareholders of GTI.

LOUISE'S TRATTORIA: Committee Seeks Bid Evaluations
On November 25, 1997 a hearing will be held to consider the
motion of the Official Committee Representing the Interests
of Unsecured Creditors to have the Creditors Committee's
financial advisors, Price Waterhouse LLP perform and provide
to the Court an independent valuation of the non-cash
portions of any offers which might be made for the assets of
the debtor's estate.  

In the event that the court deems it appropriate to retain a
third party to perform the valuation, then the Creditors
Committees suggests the retention of Chanin & Company LLC to
perform the valuation.

MAIDENFORM: Seeks Order Authorizing Agreement with Coleman
Maidenform Worldwide, Inc. et al., seeks court authority to
assume the agreement with Elizabeth J. Coleman.  Coleman is
currently the CEO and Chairman of the Board of each of
Worldwide and Inc. In the agreement she agreed to reduce her
annual compensation to $400,000.  Also, in the event of her
resignation or termination, the agreement provides that she
would receive $200,000.

Coleman recently announced that she would resign prior to
the end of the year. The debtors believe that the terms and
provisions of the Coleman Agreement are beneficial to the
debtors, and that without the agreement she would have
received a lump sum payment of between $575,000 and
$675,000, and her annual salary would also have been between
$575,000 and $675,000.

The debtors believe that it is an exercise of sound business
judgment to enter into the agreement.

MANHATTAN BAGEL: Reports Third Quarter Results
Manhattan Bagel Company, Inc. today reported a net loss of
$14.2 million, ($1.89 per share), for the three months
ended September 30, 1997.  The loss primarily reflected a
$12.6 million adjustment for additional reserves and the
writedown of the carrying value of certain assets.

The results compared with a $2.4 million net loss, ($0.31
per share), in the third quarter of 1996, when Manhattan
Bagel recorded a $3.01 million charge related primarily to
the writedown of goodwill and other assets of eight
company-owned stores in San Francisco.  Revenues for the
three months increased 11.9% to $9.8 million from $8.8
million in the 1996 period.

The adjustment recorded during the 1997 quarter included
$4.01 million in reserves for the write-off of accounts and
notes receivable, comprised of $1.35 million in accounts
receivable, $1.25 million in area developer fees, $915,000
in notes receivable, and $500,000 in loans guaranteed.  
Also included in the adjustment were $3.85 million in
reserves for the reduction in the value of company-owned
stores and the buyout of leases guaranteed by the company;
a $4.23 million write-off of goodwill; a $400,000 reserve
for costs associated with the fourth quarter closings of
the Company's manufacturing plant in Canada and its
original production facility in Eatontown, N.J.; and a
$93,000 reserve for severance pay incurred due to a
downsizing of personnel. The closing of the facility in
Canada resulted from the decision by Comac Food Group
(Alberta: CFX/B) to close its Manhattan Bagel stores in
that country. As the master franchiser for Canada, Comac
operated or franchised a total of nine units, primarily in
the Western provinces.

Excluding the adjustment, Manhattan Bagel had a $1.6
million operating loss for 1997's third quarter,
principally reflecting losses from approximately 30
company-owned stores which the Company has earmarked for
sale to franchisees or closure.  Results for the period
also included approximately $158,000 in legal fees related
to the Company's defense against a class action lawsuit.

For the first nine months of 1997, Manhattan Bagel reported
a $14 million net loss, ($1.87 per share), compared with a
$1.5 million net loss, ($0.21 per share), a year earlier.  
Year-to-date revenues advanced 17.2% to $31.3 million
from $26.7 million in 1996.  The loss for the first nine
months of 1997 reflected the $12.6 million third quarter
adjustment.  Results for the first nine months of 1996
included the $3.01 million third quarter writedown as well
as $713,000 in non-recurring charges.

As a result of the recent losses and being placed in
default by its primary lender, First Union National Bank,
Manhattan Bagel filed a voluntary petition for
reorganization under Chapter 11 of the Federal Bankruptcy
Act on November 19, 1997.  Manhattan Bagel was experiencing
a cash shortage as a result of the losses, which were being
funded by the Company's ongoing cash flow and cash

MARVEL: Objects to Application for Trustee
The debtors, Marvel Entertainment Group, Inc. et al., oppose
the Second Supplemental Emergency Application for an order
appointing a Trustee filed by the Chase Manhattan Bank as
agent for the debtors' prepetition senior secured lenders.

The debtor states that there is no cause or justification
for the appointment of a trustee.  The debtor states,
"nowhere in the Application are the elements of "fraud,
dishonesty, incompetence or gross management" presented."

The debtors beleieve that the appointment of a trustee will
cost the estate over $3,500 per day plus expenses, that the
Application is contrary to the interests of the equity
security holders, and that the interest of a single creditor
group alone cannot justify the appointment of a trustee.

MARVEL: Toy Biz and Marvel File Joint Plan
Toy Biz, Inc. announced that the Company, together with
holders of more than two-thirds of the senior secured debt
of Marvel Entertainment Group, Inc. other than debt
controlled by Marvel insiders, have filed a joint plan of
reorganization in Marvel's bankruptcy case providing for
the combination of Toy Biz and Marvel.

Under the terms of the plan, shares of Toy Biz common stock
will convert into an equal number of shares of common stock
in the combined company, giving Toy Biz stockholders (other
than Marvel) an ownership interest of approximately
41% in the combined company.  Marvel's senior secured
creditors and debtor in possession lenders will receive
approximately $230 million in cash, and Marvel's senior
secured creditors will also receive common and convertible
preferred stock, giving them a 40% ownership interest in
the combined company.  

The plan also provides for new investors to purchase $90
million in convertible preferred stock, giving them an
ownership interest of approximately 19% in the combined
company.  In addition, the combined company will guaranty
$40 million of indebtedness held by lenders to Marvel's
Panini sticker manufacturing subsidiary which is currently
guaranteed on a secured basis by Marvel.

Under the plan, prepetition unsecured creditors of Marvel
will receive warrants exercisable for two years to purchase
common stock at a price of $15.00 per share, giving them a
potential ownership interest of approximately four percent  
in the combined company.  Marvel stockholders will receive
subscription rights exercisable prior to the closing of the
combination to purchase common stock at a price of $9-5/8
per share, giving them a potential ownership interest of
approximately eight percent in the combined company.
Exercise of the warrants and subscription rights will
dilute the ownership interests of the other stockholders in
the combined company.

Toy Biz is required to arrange financing for the cash
payments to be made to Marvel's senior secured lenders.  
Toy Biz expects to arrange for the combined company to
obtain the necessary funds through the incurrence of bank
debt and the issuance of $90 million in preferred stock to
new investors. In order to assure that the proposed
combination represents the highest and best value for
Marvel's claimants, Marvel's senior secured lenders and Toy
Biz have agreed to solicit buyers for a combined purchase
of the two companies prior to the closing of the

The joint plan is subject to approval of the court in
Marvel's bankruptcy and other conditions.  Toy Biz
anticipates receiving approval of its stockholders for the
proposal and will seek all regulatory approvals
expeditiously.  Toy Biz is approximately 27% owned by

MOBILEMEDIA: Seeks to Extend Exclusive Periods
On December 15, 1997 a hearing will be held on the motion of
the debtors, Mobilemedia Communications, Inc., et al.,
requesting entry of an order extending their exclusive
periods for an additional 60 days, to and including January
27, 1998 and March 30, 1998 respectively.  

The debtors state that they have made significant progress
in improving their business operations during the nine month
period of the chapter 11 proceedings.

The debtors have prepared a five-year business plan that has
been delivered to the financial advisors for the Agent and
the Committee. The Business Plan forms the basis for
negotiations with the creditors with respect to the plan of
reorganization.  The debtors have received preliminary bids
form prospective purchasers, however, according to the
debtors   it will take at least through the middle of
December to pursue the bids received.  The Debtors are also
pursuing a "stand alone" plan in the event that none of the
bids are acceptable.

RDM SPORTS: Committee Objects to Terms for Donaldson,Lufkin
The Official Committee of Unsecured Creditors of RDM Sports
Group, Inc. filed a limited objection to the application of
or authority to employ Donaldson, Lufkin & Jenrette (DLJ)as
financial advisors for the debtors.

The committee objects to the immediate payment of a $50,000
retainer.  The Committee claims that if a sale is not
consummated, Donaldson, Lufkin should not be entitled to a
fee of even $50,000.  

The Committee does not object to a reasonable fee, but the
Committee does not believe they should be compensated for
transactions with unsolicited offers that take place after
the expiration of the agreement, as the agreement seems to
provide.  The Committee also objects that the extent of the
indemnification of DLJ by the debtors for DLJ's gross
negligence or willful misconduct.

The Committee objects to DLJ hiring professionals at the
debtor's expense without court approval, including counsel.
The Committee does not object to allowing DLJ to compete for
future investment banking assignments to be awarded by the
debtors, but does object if this is a right of first refusal
for these opportunities.

RDM SPORTS: Court Approves Sale of Flexible Flyer
The Court has entered an order authorizing the sale by the
Sports Group, Inc. to Hedstrom Corporation of substantially
all of the assets of the Flexible Flyer division of the
seller for the sum of $7 million.

If there are any objections, a hearing will be held on
November 26, 1997

SA TELECOM: Files for Chapter 11 Protection
Communications Today reported on November 21, 1997 that SA
Telecommunications Inc., a regional interexchange carrier,
has filed a petition for Chapter 11 protection in federal
bankruptcy court in Delaware. In addition, the company's
top officers--President and CEO Paul Miller and Chief
Financial Officer J. David Darnell--resigned their posts.

The company also filed related Chapter 11 petitions for its
subsidiaries: U.S. Communications Inc.; AddTel
Communications Inc.; Long Distance Network Inc.; Uniquest
Communications Inc. and North American Telecommunications

WELCOME HOME: Court Extends Exclusivity
The Court has entered an order stating that the time within
which the debtor, Welcome Home Inc., a/k/a the Glorious
Nest, Home Again, f/k/a Cape Craftsmen, Inc., has the
exclusive right to file a plan is hereby extended for 60
days, from November 17, 1997 to and including January 16,

The time within which debtor has to obtain acceptance of a
plan is hereby extended from January 16, 1998 to and
including March 17, 1998.

YAMAICHI SECURITIES: One of Japan's Big Four Insolvent
One of Japan's "big-four" securities companies has
announced that it is effectively insolvent and will decide
Monday whether or not to close its doors. A statement
issued today by the 100-year-old Yamaichi Securities
company in Tokyo said: "We are currently discussing the
options, including a voluntary closure, but we have reached
no conclusion yet."

The statement said the company does not have a deficit in
its capital account, and its first priority is to protect
its clients. Atsushi Nagano of the Finance Ministry's
Securities Bureau told reporters at an emergency news
conference the ministry will take what he termed
"appropriate steps," based on Yamaichi's final decision.
Nagano said the government suspects the company of having
been less than honest about its true financial condition,
having liabilities in excess of 200 billion yen ($1.59
billion) on its balance sheets. Nikkei News said Yamaichi
had debts of about 3 trillion yen, or $24 billion.

Later in the day, the Japanese Securities and Exchange
Surveillance Commission ordered Yamaichi to conduct an in-
house investigation. Yamaichi has been having problems for
some time. Last week it asked for financial help from Fuji
Bank Ltd., one of Japan's biggest banks.

Japanese finance officials today tempered media reports on
the imminent demise of Yamaichi Securities saying it had
not yet decided whether to cease operations. But leading
Japanese news services continued to report today that
Yamaichi, one of the nation's "big four" brokerages,
planned to shut down. Kyodo news service said the company
had given up on a plan to save itself through restructuring
its business and seeking loans from other companies.

If Yamaichi goes under, it would be the largest Japanese
company to collapse since World War II and would leave
behind roughly $24 billion in liabilities, Kyodo said. The
failure of Yamaichi would be the latest blow to the
troubled Japanese financial world, which has been buffeted
in recent years by the collapse of the 1980s "bubble
economy" of real-estate speculation and excessive lending.

Yamaichi has seen its stock price severely battered in
recent weeks amid concerns over its financial health.
Earlier this week, its share price fell below 79 cents, a
level believed by market participants to indicate near-
collapse.  Moody's said Yamaichi is being hampered by
"continued loss of market share and persistent rumors about
payment scandals," and being drained by efforts to keep its
real-estate lending affiliates afloat. Standard and Poor's
also lowered its rating on Yamaichi to junk status, based
on the reports of its decision to close. Along with Japan's
other "Big Four" brokerages, Yamaichi was embroiled in a
payoff scandal, which led to the arrests of its former
president and five other executives.

The firm was accused of making illegal payoffs to corporate
racketeers known as "sokaiya," who threaten to disrupt
shareholder meetings if not paid off in advance. The other
brokerages involved included Nomura Securities, Daiwa
Securities and Nikko Securities. Last month, Yamaichi
reported a loss of $63 million for the six-month period
ending Sept. 30. The company cited poor results on sales of
Japanese equities, especially in Europe, and continued
weakness in the Tokyo stock market.

Yamaichi officials had said the company was considering a
broad restructuring plan, including splitting its business
operations into three entities and cutting 2,500 to 5,000
employees by March 2000.

Meetings, Conferences and Seminars
December 3, 1997
         Las Costas Resort & Spa, Carlsbad, California
            Contact: 1-703-739-0800

December 3-4, 1997
      4th Annual Conference on Distressed Debt
         Crowne Plaza Hotel, New York, New York
            Contact 1-800-599-4950

December 4-6, 1997
      Winter leadership Conference
         La Costa Resort & Spa, Carlsbad, California
            Contact 1-703-739-1060

December 5-6, 1997
      22nd Annual Bankruptcy Seminar
         DoubleTree Surfside Resort Hotel,
         Clearwater Beach, Florida
            Contact 1-813-562-7830

DECEMBER 10-11, 1997
      Investment Opportunities in Workouts & Turnarounds
         Downtown Conference Center, New York, New York
            Contact 1-212-661-3500

December 11-13, 1997
      9th Annual Advanced Court of Study,
      The Emerged and Emerging New Uniform Commercial Code
         Sheraton New York Hotel, New York, New York
            Contact 1-800-CLE-NEWS, ext. 1630

December 15-16, 1997
      Basics of Bankruptcy and Reorganization
         PLI Conference Center, New York, New York
            Contact 1-800-260-4PLI or

January 29-February 1, 1998
      37th Southern District Annual Meeting
         Plaza San Antonio, San Antonio, Texas
            Contact 1-972-285-0391

February 5-7, 1998
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800

February 22-25, 1998
      12th Annual Norton Bankruptcy Litigation Institute I
         Olympia Park Hotel, Park City, Utah
            Contact 1-770-535-7722

March 19-20, 1998
      Spring Leadership Meeting
         Hotel del Coronado, San Diego, California
            Contact 1-312-857-7734

March 20, 1998
      Bankruptcy Battleground West
         Century Plaza Hotel, Los Angeles, California
            Contact: 1-703-739-0800   

March 26-29, 1998
      10th Annual Norton Bankruptcy Litigation Institute II
         Flamingo Hilton, Las Vegas, Nevada
            Contact 1-770-535-7722

April 30-May 3, 1998
      Annual Spring Meeting
         Grand Hyatt, Washington, D.C.
            Contact: 1-703-739-0800

May 22-25, 1998
      50th New England District Annual Meeting
         Ocean Edge Resort & Golf Club, Cape Cod,
            Contact 1-617-720-1355

June 8-9, 1998
      Advanced Education Workshop & Legislative Conference
         Radisson Plaza, Charlotte, North Carolina
            Contact 1-312-857-7734

June 11-14, 1998
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800

July 2-5, 1998
      Western Mountains Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact 1-770-535-7722

July 16-19, 1998
      Northeast Bankruptcy Conference
         Sea Crest Resort, Falmouth, Massachusetts
            Contact: 1-703-739-0800

August 6-9-1998
      Southeast Bankruptcy Workshop
         Daufuskie Island Club & Resort,
         Hilton Head, South Carolina
            Contact: 1-703-739-0800

September 9-13, 1998
      Annual Convention
         Sheraton El Conquistador, Tuscon, Arizona
            Contact: 1-803-252-5646

September 17-20, 1998
      Southwest Bankruptcy Conference
         The Inn at Loretta, Santa Fe, New Mexico
            Contact: 1-703-739-0800
October 16-20, 1998
      1998 Annual Conference
         The Westin Hotel, Chicago, Illinois
            Contact 1-312-857-7734

December 3-5, 1998
      Winter Leadership Conference
         Westin La Paloma, Tucson, Arizona
            Contact: 1-703-739-0800


The Meetings, Conferences and Seminars column appears  
in the TCR each Tuesday.  Submissions via e-mail to are encouraged.   

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-
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Debra Brennan and Rebecca A. Porter, Editors.   
Copyright 1997.  All rights reserved.  This material is    
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