TCR_Public/971201.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R        
        Monday December 1, 1997, Vol. 1, No. 69

ALPHASTAR TELEVISON: Seeks Time to Assume or Reject Leases
AMERITAS: Rejects Suit Issues
CF&I: Union Walkout Eight Weeks Old
ERNST HOME: Hearing on Time to Assume or Reject Leases
ERNST HOME: Seeks to Retain Accountants

FAMOUS RESTAURANTS: Garcia's Restaurants for Sale
MONTGOMERY WARD: Lechmere's Rejection of Lease
MONTGOMERY WARD: Seeks Beneficial Advertising Contracts
PAYLESS CASHWAYS: Seeks Time to Reject Unexpired Leases
RDM SPORTS: Committee Objects to Sale of Flexible Flyer

RICKEL HOME: Cash for Employees
RICKEL HOME: Seeks Time to Assume or Reject Leases
WESTERN PACIFIC: Committee Hires Block Markus Williams, LLC
WESTERN PACIFIC: Objections to Debtor Obtaining Financing
WESTERN PACIFIC: Profit Picture Brightens


ALPHASTAR TELEVISON: Seeks Time to Assume or Reject Leases
The debtors, Alphastar Television Network Inc., and Tee-
Comm Distribution Inc., seek to extend the time within
which they must elect to assume or reject their unexpired
leases of nonresidential real property.  

The debtors request the extension through confirmation of a
Chapter 11 plan of reorganization.  The debtors are parties
to at least eight leases, and they are in the midst of
formulating a comprehensive business plan, and they cannot
yet determine what would be in the best interests of their
estates and creditors with respect to the leases. They
claim that they would have to make a choice between two
potentially detrimental alternatives, either prematurely
rejecting leases or assuming leases that prove to be

AMERITAS: Rejects Suit Issues
The Omaha World-Herald reported on November 27, 1997 that a
lawsuit filed by a public policy group to prevent a planned
reorganization of Ameritas Life Insurance Corp. is "without
merit," the company's general counsel said Wednesday.

Norm Krivosha, executive vice president of Ameritas, said
the State Insurance Department rejected the same issues
raised by the Center for Insurance Research of Cambridge,
Mass., during a public hearing in October. "We believe the
court will do likewise," Krivosha said, and the
reorganization will proceed.

The research center filed the lawsuit in Lancaster County
District Court on behalf of three policyholders. The
lawsuit says the reorganization would be unfair and would
harm policyholders, who currently own the insurance
company.  The reorganization would create a holding
company, owned by policyholders, which would own a
subsidiary that could issue stock to raise capital.

Krivosha said allegations by Jason Adkins, attorney for the
three policyholders and executive director of the research
center, are "apparently solely for the purpose of
attempting to irresponsibly interfere with our planned
reorganization. I can't understand why he would want to do

CF&I: Union Walkout Eight Weeks Old
The Rocky Mountain News reported on November 28, 1997 that
it has been eight weeks since 1,000 steel workers walked
out of Pueblo's CF&I steel mill after failing to negotiate
a new contract. Yet, a visitor to the "Steel City" would be
hard pressed to know it.

The local newspaper goes days without mentioning the
strike.   Employees in the town's only mall blame a slow
Monday night on the Denver Broncos game rather than the
strike.   The head of the economic development council
doesn't have time to talk about the strike because he's
tied up in meetings with new companies looking to move
to Pueblo.

A City Council resolution urging a quick end to the strike
was voted down.   "Pueblo's not a steel city anymore," said
City Manager Lew Quigley. "Twenty years ago, this would
have crippled the city. Today, there's not much concern.
Unless you go out there or you know someone who works
there, you probably don't realize it's going on."

United Steelworkers of America Local 2102 voted to go on
strike Oct. 3 when the union and Oregon Steel Mills, the
parent company of CF&I, failed to agree on a new contract.
Union officials say they want a better pension plan, health
care benefits for retirees, an end to forced overtime and a
stronger employee voice in the operations.

Company officials say the union's demands on the pension
and health care issues are too expensive. The other issues
were tentatively resolved in talks before the strike, they
say. This is the first steelworkers' strike in Pueblo since
1959, when 8,000 workers walked out.

But this time is different. CF&I is no longer the engine
that drives Pueblo. The mill has dropped from Pueblo's
largest employer to its fifth, behind the city's two
hospitals, the school district and Matrixx Marketing, a
telemarketing service, according to the Pueblo Economic
Development Corp. More than two dozen companies employing
more than 5,500 people now occupy land around the airport
that stood vacant a decade ago.

"Forty years ago, we were a steel town," said Mary Webb,
78, a lifelong Pueblo resident who remembers how the last
strike nearly shut down the city. "But it isn't that way
now. We've diversified. Everything used to depend on the
mill, but it's not that way now. That's why their strike
has been unsuccessful. They don't have the leverage of the
rest of the town.

It wasn't always that way.   Just as CF&I's stacks still
dominate the landscape just south of downtown, the steel
mill dominated the city's economy for more than a century.
Founded in 1872 as the Colorado Fuel & Iron Corp. to
manufacture rails and mining equipment, it once was the
largest industrial company west of Chicago. At its
peak in 1957, the mill employed more than 8,700 workers.

After struggling for nearly a decade, CF&I filed for
bankruptcy protection in 1990, citing the burden of $140
million in unpaid pension liabilities caused
when the company cut its workforce from about 6,000 to
1,800 in 1983.

Oregon Steel bought the company in 1993. It retained 1,300
jobs and since then has invested $200 million in
modernizing the mill. The investment paid off. CF&I's
operating profit this year - $38.68 per ton - is 150
percent greater than the first year Oregon took over
operations and more than fivefold greater than its lowest
profits in 1995, said company spokeswoman Vicki Tagliafico.

The workers say the mill was turned around on their backs -
willingly. They made $85 million in wage and benefit
concessions when Oregon Steel took over and they willingly
worked overtime to get the company back on its feet. But
now that the mill is operating at industry standards, it's
time for the company to share the rewards.

"We see where the company is headed and we want to go in
the same direction," said Porfio Areto, a steelworker for
24 years. "But we want to be treated decently while we do
it." Workers tell about being forced to work overtime
whether they want to or not - sometimes working weeks on
end without days off or pulling double shifts day
after day. They also tell about working double shifts
without meals because there is no food in the mill and they
are not allowed to leave or have food brought in. Bathrooms
don't work or aren't clean, they say. Managers use
intimidation, they say.

Oregon Steel officials say the strike is not about issues
that are important to the workers. Instead, it was planned
at the national level as retribution for supposedly
breaking the union in another plant.

"I don't think this strike was ever about local labor,"
Tagliafico said. "I believe this strike was retaliation
against Oregon Steel Mills."  Oregon Steel's Portland mill
was unionized until 1983. After the union and the company
could not reach terms for a new contract, the workers there
went out on strike. The company then decertified the union,
saying the strike was over unrealistic demands. The union
has been out ever since.

"We did not set out to break the union," Tagliafico said.
"Our goal is to treat employees the same way we treat
managers. To this day, we have the same benefits for the
chairman as the rank and file."

Tagliafico said the company had reached agreement with the
Pueblo workers over most issues, including the forced
overtime. But at the last minute, the union demanded that
the company credit employees with time worked at the former
company for pension benefits, she said. The union also
demanded that the company provide health care benefits to

Those two concessions would have cost the company $45
million initially and about $13 million annually,
Tagliafico said. When Oregon Steel would not give
on this issue, the workers went on strike.

"We finally got operations stabilized and performing where
they should," she said. "Everything was moving in the right
direction. It was not to our benefit to have a strike. We
did not want a strike and we did everything we could to
prevent it."

Since the strike began, Oregon Steel has hired about 500
permanent replacement workers. Another 250 managers and
some 100 workers who crossed the picket lines also are
working. The mill expects to be back to full production
sometime in the first quarter of next year, Tagliafico

Meanwhile, the men walk the picket line a dozen at a time.
When replacement workers drive through the line in cars
marked with license tags from Texas, Utah and other states,
they yell and wave their fists. Mill security guards
stand just yards away, videotaping the strikers.

ERNST HOME: Hearing on Time to Assume or Reject Leases
Ernst Home Center, Inc., as debtor seeks to extend the time
within which to assume or reject three remaining AOS
Agreement Leases through and including January 26, 1998.  

The Court approved an agreement between Ernst and AOS
Investments, LLC, wherein Ernst sold many of its rights to
benefit from the "bonus value" in 24 retail store leases to
AOS. In exchange, Ernst received at least $2.5 million and
the right to share in future revenues generated by AOS from
the assumption and assignment of many of the AOS leases.

The debtor states that the complexity of the case and the
large number of leases warrant an extension.  Furthermore,
the AOS Leases are among the primary assets of the estate.  
The have already generated at least $2.5 million for the
estate and will continue to provide benefit if AOS can
successfully assign some or all of the remaining leases.

ERNST HOME: Seeks to Retain Accountants
The debtors, Ernst Home Center, Inc. and EDC., Inc., seek
to retain with approval of the court, Arthur Andersen LLP,
as their accountants,

The debtors state that the employment of accountants is
necessary for the debtors' investigation of avoidance
actions.  In particular, the debtors require professional
accounting assistance to perform an insolvency analysis and
provide related assistance including, if necessary,
testimony in connection with any adversary proceedings
brought by the debtors.

FAMOUS RESTAURANTS: Garcia's Restaurants for Sale
The Arizona Republic reported on November 25, 1997 that
Famous Restaurants of Phoenix is cashing in its chips and
selling its Garcia's Mexican restaurant chain.
The Oklahoma City-based restaurant company Eateries Inc. is
buying Famous'17 Mexican restaurants, which include five
Valley Garcia's. Also part of the deal are Casa Lupita and
Carlos Murphy's restaurants in the West.

Not included is the original Garcia's at 2212 N. 35th Ave.
in Phoenix, which is owned by the family that started the
chain in the 1950s.

Eateries is paying $9.4 million and assuming some debt to
acquire the restaurants, which generated sales of $32
million last year. The Oklahoma chain that operates
Garfield's and Pepperoni Grill restaurants in the Midwest
and Southwest had 1996 revenues of $56.4 million.

"The group of restaurants we have acquired is profitable,
well managed and has an improving operating record," said
Vincent Orza, chairman and president of Eateries. He also
said most of the Mexican restaurants it is acquiring were
recently remodeled.

Eateries is starting a new division called Fiesta
Restaurants for its Mexican holdings.  "After years of
consolidation and rebuilding at Famous, we are excited
about the growth opportunities Fiesta Restaurants creates
for our people and restaurants," said Lee, who will become
president of the new division.

A group of investors bought three sites of Famous
Restaurants in 1981, went public raising $18 million
through two offerings in less than a year and expanded
rapidly across the country.  The firm acquired the Casa
Lupita and Famous Pacific Fish Co. chains along the way.
However, by 1990, debt began mounting and the company
started selling off or closing restaurants. It filed for
bankruptcy protection in 1992.

At one time, Famous Restaurants had more than 100 Mexican
and seafood eateries. Most of its restaurants were sold or
shut down in the past few years. Heller Financial Inc.
brought the company out of bankruptcy by exchanging
the estimated $46 million it was owed for full ownership of
the company. The financier then turned around and merged
most of the restaurants with the Carlos Murphy's Mexican-
restaurant chain of San Diego.

MONTGOMERY WARD: Lechmere's Rejection of Lease
The Debtors seek approval of Lechmere's rejection of its
Lease of a retail store located at Emerald Square, North
Attleboro, Massachusetts.  Lechmere's rejection of this
Lease is in accordance with the Asset Purchase Agreement
under which the Schottenstein Bernstein Business Capital
Group acquired substantially all of Lechmere's assets and
pursuant to which Schottenstein has the right to direct
Lechmere to reject its real property leases.

The Debtors are also seeking approval of a Rejection
Agreement between Lessee Lechmere and the Lessor, setting
forth the terms and conditions relating to rejection of the
Attleboro Lease.  The Lessor agrees that rejection is in
the parties' mutual best interests.

Under the terms of the Rejection Agreement:

(1) rejection of the Lease is deemed effective on the
date on which Lechmere quits and surrenders possession of
the store's premises;

(2) the Surrender Date is to occur no later than the
later to occur of November 15, 1997 and that date which is
two business days after entry of the Court's Order
approving the Rejection Agreement;

(3)in exchange for Lechmere's surrender of the Premises,
the Lessor has agreed to pay Schottenstein $3,000,000;

(4) Lechmere is responsible for payment of all rents and
real estate taxes attributable to the Premises from July 8,
1997 through the Surrender Date; however, Schottenstein
shall reimburse Lechmere for all such payments in
accordance with the terms of the Asset Purchase Agreement;

(5) The Lessor and Lechmere agree to release each other
from any and all claims under the Lease, including any
rejection damage claim which might be asserted by the
Lessor; and the Lessor agrees to withdraw any proofs of
claim filed in connection with Lechmere's Chapter 11 case.

MONTGOMERY WARD: Seeks Beneficial Advertising Contracts
The Debtors desire to assume certain beneficial advertising
contracts with a number of newspapers and periodicals and
reject others which are burdensome.  These Contracts
obligate the Debtors to meet certain expenditure or
insertion frequency goals over the course of a year in
exchange for a significant reduction in the publishers'
full price "rate card" advertising rates.

Maintaining sufficient advertising exposure is critical to
the Debtors' business.  After extensive review of all their
advertising executory contracts, the Debtors have
determined that some of these are beneficial and necessary
to their successful operation; the remaining ones, on the
other hand, are unnecessary and burdensome to the Debtors'
future operations because:

(1) the advertising produced by these Rejection Contracts
covers markets where stores already are or will be closed;

(2) these Contracts have unattainable goals and
unattractive rates; and

(3) these Rejection Contracts are due to expire shortly
and therefore have little or no remaining economic life; it
would be imprudent to assume such Contracts and pay the
related cure costs.

With respect to the Rejection Contracts in markets in which
the Debtors continue to operate, the Debtors believe that
they can renegotiate better terms than those present in
such Contracts.

With respect to the Assumption Contracts, the Debtors have
successfully negotiated substantial reductions in the
required cure payments, resulting in reductions in the
aggregate of approximately $5,000,000; as well as
reductions in the revenue or frequency goals, resulting in
reductions in the aggregate of approximately $2,000,000 to

The prepetition arrearages with respect to the Assumption
Contracts are, in the aggregate, approximately
$10,131,638.73.  However, as indicated above, the Debtors
have negotiated a reduction to $5,605, cure
payments. The contracting parties of the Assumption
Contracts will retain, in substantially all cases, an
unsecured claim for the balance of the
prepetition arrearages.

As the Debtors have indicated, these Assumption Contracts
are necessary and beneficial to the Debtors' future
operations:  they serve markets important to the Debtors'
business.  As a consequence of successful negotiations,
they will provide below-rate costs per insertion.  Unless
the Assumption Contracts are assumed, the Debtors will be
forced to renegotiate piecemeal with the publishers.  Due
to the Chapter 11 filing, the Debtors will be unable to
obtain rates and goals as favorable as these Contracts'
present terms.  The result: Advertising costs will rise

In conclusion, the Debtors tell the Court that it is
vitally important that the Debtors maintain print
advertisement in the markets they continue to
service; that future operations will be severely impacted
without a steady presence in the print media.

PAYLESS CASHWAYS: Seeks Time to Reject Unexpired Leases
Payless Cashways, Inc. seeks to extend the time to reject
unexpired leases of nonresidential real property with Capco
Realty Corporation.  Paycap Associates Limited Partnership
and Capco Realty Corporation entered into several Master
Lease Agreements for certain real property.

The debtor and Capco entered into several sublease
agreements for the Terre Haute property and the Evansville
property.  The payments under the agreements are collateral
for a certain Mortgage given by Paycap to certain parties.  
In the event a payment is not made on one or more of the
agreements, an event of default would occur under the
mortgage even though the lease payments for the other
leased premises were current.  

The stores on these two properties closed. However, to
avoid a cross-default under the mortgage by formally
rejecting the subleases, the parties have agreed that the
subleases were terminated. Paycap intends to sell the two
properties.  The debtor desires to continue to sublease the
remaining leased premises, and the rent was favorably re-

In order to properly document these transactions, the
debtor requests an extension until December 17, 1997 as
that is the date by which the debtor believes that these
documents will be prepared.

RDM SPORTS: Committee Objects to Terms of Sale    
The Official Committee of Unsecured Creditors of RDM Sports
Group, Inc. et al., objects to many of the provisions in
the debtors' amended sale agreement, providing the sale of
certain assets of Sports Group, Inc. (Flexible Flyer
Division) to Hedstrom Corporation.

The Committee specifically states many objections to the
agreement, both in substance and in its legal terms.  The
Committee contends that the proposed purchaser intends to
close the Flexible Flyer plant currently operated by the
debtors and that the amended motion fails to provide
information about the likely impact of the asset sale on
the employees of Flexible Flyer.  

The Committee also objects to the sale of certain assets in
the possession of various vendors of the seller.  
Specifically, the Committee states that the amended
agreement is illusory in that it is subject to the
purchaser obtaining financing, and that the purchaser
retains the right to terminate the amended agreement if,
"in its sole and absolute discretion," it is not satisfied
with the schedules that the seller is required to prepare.  
The Committee also states that the amended agreement
contains a number of representations and warranties that
are inappropriate in a liquidation sale.

The Committee states that any sums due to Donaldson, Lufkin
& Jenrette as investment advisor or broker to the debtors
in connection with this asset sale should be paid out of
the purchase price, and the "confidential information"
provision is too restrictive in that it precludes the
debtors from providing significant information to the
Committee and Foothill Capital Corporation.

RICKEL HOME: Cash for Employees
Rickel Home Centers, Inc., debtor is seeking to provide a
cash payment option to laid-off employees and to provide
cash "stay bonuses" to essential employees.

To avoid what almost certainly would be a very substantial
delay between their lay-offs and receipt of their severance
payments, Rickel seeks to give qualifying laid off
employees who do not have employment contracts, with the
option to take cash in the amount of 4 weeks' pay.  

The debtor also proposes to make cash payments to essential
exempt employees who Rickel will ask to stay in the
debtor's employ for the next several months.  29 employees
would be covered by the "stay bonuses" which the debtor
believes would cost approximately $248,000.

RICKEL HOME: Seeks Time to Assume or Reject Leases
A hearing will be held on December 11, 1997 to consider the
entry of an order on the motion of Rickel Home Centers,
Inc., debtor to extend the time within which the debtor
must elect to assume or reject certain unexpired leases of
nonresidential real property.

The debtor seeks an additional 60 days, through February 3,
1998.  The debtor claims that determinations with respect
to individual leases will not be made until after December
5, 1997.  The debtor is conducting liquidation sales at its
retail store locations, and due to the size of the company,
it is currently a party to 53 leases, and the relatively
modest time extension, the debtor seeks the court's
approval.  The debtor also states that the creditors will
not be further harmed by the additional time as the debtor
is current in its postpetition obligations.

WESTERN PACIFIC: Committee Hires Block Markus Williams, LLC
The Official Unsecured Creditors' Committee was authorized
by the court to employ Block Markus Williams, LLC as its
general bankruptcy counsel. Western Pacific Airlines, Inc.
was order to immediately transfer $60,000 to the firm as a
security retainer to be held by them pending further order
of the court.  The law firm will charge the estate its
customary hourly fees and rates and be reimbursed for
reasonable expenses, subject to court approval.

WESTERN PACIFIC: Objections to Debtor Financing
RGC International Investors, LDC and Babcock & Brown
Aircraft Management Inc. have both filed objections to the
motion of Western Pacific Airlines, Inc., for an Order
Authorizing the debtor to obtain post-petition financing.

Babcock & Brown Aircraft Management Inc. states that Smith
Mangement Company's proposal is not really a financing
deal, but an "equity play" through which Smith hopes to
acquire the debtor.  Babcock is the managing agent for two
lessors, each of whom lease a Boeing 737-300 aircraft to
the debtor, and whose administrative expense claim
currently exceeds $2 million.  

Babcock says that the debtor was in default under the
leases on the petition date, and has not honored the leases
post-petition. Babcock believes the Smith proposal must be
rejected because both the debtor and the court are without
power to grant Smith a lien on the leases.  Secondly the
leases themselves prohibit liens without the prior written
consent of the lessor.  Also, Smith's claims under the DIP
facility would be ahead of Babcock's, and Smith would
consequently have less risk in the case than Babcock, and
more say in the reorganization, which according to Babcock
is patently unfair. Babcock also states that Smith would
have conflicts of interest if Smith were both lender and a
member of the Board of Directors of the debtor.

RGC International Investors, LDC also objects to the motion
of Western Pacific Airlines, Inc. RGC is the holder of
4,000 shares of Series C preferred stock of the debtor,
which it purchased from the debtor in June of 1997 for $4
million.  RGC complains that the financial terms of the
proposed DIP financing are "generous, to say the least."
RGC says, "Even more outrageous are the terms of the
proposed financing package that effectively cede control
over the debtor and the reorganization process to the

RGC complains that any proposed reorganization plan must be
acceptable to the investor.  The chilling effect of the
termination provisions of the proposed DIP financing would
provide the investor with an unfair advantage and does not
guarantee maximum value for the debtor will be received.

RGC says that this is in essence a sub rosa plan, without
any of the terms being disclosed.  RGC states, "The
Bankruptcy Code does not authorize a debtor to cram down a
plan of reorganization or to cede control of a case to a
post-petition lender."

WESTERN PACIFIC: Profit Picture Brightens
The Rocky Mountain News reported on November 27, 1997 that
Western Pacific Airlines has a good shot at profitability
with money from New York investors, an attorney for the
airline's unsecured creditors committee said Wednesday.
"We had a very productive discussion today with Smith
Management Co.," attorney James Markus said after a series
of conference calls. "We are hopeful that we can reach

Markus called reports that the committee had chosen a rival
bidder over Smith inaccurate.   "We have taken no position
on any bid," he said. Wexford Management of Connecticut is
teaming with Frontier Airlines in an effort to take over
the Western Pacific operation. But Wexford has not yet
filed a counteroffer in bankruptcy court.

Wexford is investing $15 million in Frontier, of which $10
million would be used to make past due payments on Western
Pacific's 18 planes. The plan calls for Frontier to take at
least six of the planes and sublease the rest.
The creditors committee, made up of attorneys for unsecured
creditors to the airline, said it welcomes a counterbid
from Wexford. Bankruptcy Court Judge Sidney Brooks must
make a decision Dec. 3 on one proposal or the other because
Western Pacific's planes could be repossessed two days

To avoid losing its planes, Western Pacific must come up
with $10 million to bring its lease payments current.
"This case is moving along very quickly, which is good,"
Markus said. "It's good for an airline to go into
bankruptcy and come out quickly."

Frontier President Sam Addoms said his team is still
shaping its bid, which would put the remnants of Western
Pacific under Frontier's wing.  Wexford's pitch is designed
to show that Frontier's management has a better chance of
returning some money to the creditors.

Addoms and Wexford have been openly disparaging Western
Pacific's management as the weakest link in the Smith plan.
Addoms said Chief Executive Robert Peiser's combined losses
over nine months of $57 million and $180 million in
debt as of the Chapter 11 filing date Oct. 5 weaken his

"They're losing money so fast, they need bags of it,"
Addoms said. "They're saying, `Just keep chucking it in
there like you did the last $200 million because sooner or
later we'll be profitable.' "

Aviation consultant Mike Boyd of the Boyd Group in Golden
said creditors committees will entertain all offers to keep
bidding competitive. "If they say we have a Martian   
coming down next week, they'll go for that," Boyd said. "If
the bidder keeps it alive by saying Elvis is going to be
the chairman, they'll give it a chance."


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