TCR_Public/971208.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 8, 1997, Vol. 1, No. 74

BRADLEES: More Store Closings
C-BLOCK LICENSEES: Ask FCC To Change Debt Restructure Plan
COUNTY SEAT: Stipulation for Note Claims
DOEHLER-JARVIS: Seeks Time to Assume or Reject Leases
ERD WASTE: Operator of Long Beach Incinerator Files

MOBILEMEDIA: Seeks to Continue Employment of Consultants
Q-ENTERTAINMENT: Emergency Motion for Officers and GGG
US ONE COMMUNICATIONS: Hearing on Settlement with Lucent
WESTERN PACIFIC: Willis Lease Finance Reports Cure


BRADLEES: More Store Closings
Bradlees Inc., which opened its first store nearly four
decades ago in New London, is pulling out of its birth city
and closing a store in neighboring Groton, as well. The
closings will leave Bradlees with no stores in
southeastern Connecticut.

The stores being closed are among five underperforming
stores that the discount chain says it will close by the
end of February. The others are in Utica, N.Y.; Johnson
City, N.Y.; and Allentown, Pa. All of the stores were
geographically remote from most of the chain's other
outlets, which run from Boston to Philadelphia.

After the closings, Bradlees, which is reorganizing under
Chapter 11 of the bankruptcy law, will have 104 stores in
seven states.

C-BLOCK LICENSEES: Ask FCC To Change Debt Restructure Plan
The Mobile Communications Report stated on  December 1,
1997, that NextWave told the FCC in a petition for
reconsideration that the best way to encourage facilities-
based competition in PCS is for the FCC to modify its debt
restructuring plan for financially troubled C-block
licensees. A NextWave spokeswoman said that the  company
seeks "a limited set of enhancements that makes that
current set of options more commercially viable."

As expected, several C-block licensees challenged the
Commission's order, asking that it be made more lenient
along lines originally proposed by then-Chairman Hundt.
Another big C-block licensee that recently declared
bankruptcy, General Wireless Inc. (GWI), sought
reconsideration along similar lines, but Pocket
Communications, already in bankruptcy court, wasn't
expected to file.

The FCC offered the licensees 4 options: (1) To maintain
the status quo, in which companies would continue making
installment payments as some are doing. (2) Amnesty, in
which a company could return all its licenses. (3)
Disaggregation, in which a company could return half
its spectrum and have a corresponding 50% of debt forgiven.
(4) Prepayment, also called full-price buyout plan, in
which licensee could purchase as many of its licenses as it
could afford by pooling 70% of down payments it already has
made. However, a licensee would have to forfeit the
remaining 30%.

NextWave said the Commission should go further on Option 4
by adopting two details that Hundt had supported: (1)
Allowing companies to pool all of their down payments,
rather than limiting pooling to 70%. NextWave said that the
70% limit constitutes an unprecedented, unjustified,
multimillion-dollar fine for C-block licensees. (2)
Lowering buyout prices to reflect the fact that they're
being purchased outright rather than over time. NextWave
said the adjustment shouldn't be referred to as discount
because it "merely takes into account the time value of
money and maintains the alignment of creditor and debtor
interests reflected in the original 10-year payment

NextWave said that the FCC also should: (1) Allow any C-
block licensee in good standing to participate in re-
auction of recovered spectrum. (2) Allow "a modest deferral
of payment obligations" as another option.
NextWave said "this would enable licensees to devote
capital to build-out activities in the near term" but still
make full payments. The company also said to "set the
record straight" that it already has remitted $504 million
to the U.S. Treasury, the 5th largest payment for a PCS
spectrum in any block.

It's time for "true courage" by the FCC, reseller One-Stop
Wireless said in its petition for reconsideration, which
also asked the FCC to change Option 4 by eliminating the
70% pooling limit and lowering buyout prices. One-Stop
President Thomas Repke said the company's business plan
specifically calls for offering PCS as C-block
reseller. He said: "The problems currently faced by the C-
block... trickle down to every market-driven reseller that
is relying on the C-block's success to grow themselves in a
true open market environment."

The company also urged the FCC either to extend a buildout
or further delay resumption of installment payments. GWI
said the current plan doesn't provide "sufficient relief
for licensees like GWI undergoing financial difficulties."
GWI, which filed for bankruptcy on October 20, also urged a
change in the FCC's Option 4 to reflect the "fair market
value" of bought-out licenses. It said "major reduction in
the license debt is the only commercially viable way for
unaffiliated, entrepreneurial, small businesses to obtain
the public funding needed." It's also "the only way to
ensure the congressionally mandated variety in the type of
competitors who hold PCS licenses," GWI said.

COUNTY SEAT: Stipulation for Note Claims
On October 1, 1997 the Court entered an order confirming
County Seat's first amended plan of reorganization dated
August 22, 1997.

State Street Bank and Trust Company, is the successor
trustee under an Indenture among County Seat, as Issuer and
First Trust National Association as Trustee with respect to
the 12% Subordinated Debentures Due 2001 and the Indenture
among the Debtor and the Trustee with respect to the 12%
Senior Subordinated Notes Due 2002.

County Seat and State Street Bank and Trust Company entered
into a stipulation with regard to the proof of claim filed
by State Street Bank and Trust Company.

The disbursing agent is ready to make an initial
distribution to holders of an Allowed claim.  The parties
stipulated subject to approval of the court, that the Proof
of Claim would be fixed and deemed an Allowed claim in the
amount of $111,933,675. and disallowed with respect to
additional amounts. The parties also agreed on an allowed
administrative claim in the amount of $77,998.94

The debtor seeks court approval authorizing the disbursing
agent to make an initial distribution to the record owners
of the Notes in accordance with the terms of the Plan.

DOEHLER-JARVIS: Seeks Time to Assume or Reject Leases
On December 18, 1997 the debtors, Doehler-Jarvis, Inc., et
al. will seek an order further extending the time period
within which the debtors may assume or reject their leases
of nonresidential real property.

The debtors are seeking entry of an order extending the
period for an additional 90 days, until April 6, 1998.  The
debtors have 13 unexpired leases of nonresidential property
in 7 states. The leases constitute valuable assets of the
debtors' estate.  The aggregate amount of base rent owed by
the debtors per year with respect to the leases exceeds
$425,000.  At this time the debtors have not yet determined
which leases to assume and which to reject.  The landlords
will not be prejudiced by the requested extension.

ERD WASTE: Operator of Long Beach Incinerator Files
Newsday, Inc. reported on December 5, 1997 that the
operator of the Long Beach incinerator, which the state
closed in March, has filed for reorganization under Chapter
11 in the federal bankruptcy court in Trenton, N.J.

That information became public when the Long Beach City
Council set aside up to $23,000 for outside legal counsel
to represent the city's interests in the proceedings.
At the time, the city's chief lawyer, Corporation Counsel
Joel Asarch, said Long Beach needed bankruptcy expertise on
the case and that the firm selected, Shaw, Licitra, Esernio
& Schwartz of Garden City, is among the best in the

But Asarch avoided several questions on the value of the
city's claims against the company, ERD Waste Corp., based
in Rahway, N.J.  The city was getting about $250,000 a year
in rent from ERD. Neither Asarch nor City Manager Edwin
Eaton would return calls yesterday about the bankruptcy

Marc McMenamin, ERD's chief executive officer, said, "My
side is that the city owes me vast amounts of money, and
there is still a 30-year contract {for ERD to take the
city's garbage} out there."  Following complaints last year
from a local activist group, The Coalition to Close the
Long Beach Incinerator, about smoke and dioxin in emissions
from the plant, and support for the group from U.S. Sen.
Alfonse D'Amato (R-N.Y.), New York Attorney General Dennis
Vacco and Acting Commissioner of the Department of
Environmental Conservation John Cahill took a closer look
at the incinerator operator, Environmental Waste
Incineration, a subsidiary of ERD.

The DEC ended up charging EWI with 100 state violations,
while Vacco's Environmental Crimes Bureau brought a
criminal charge against the company. The result was a
consent agreement between the two state agencies and the
company to close the incinerator by March 31, dismantle it
no more than a year later, and clean up the site.

"We are monitoring the case closely to make sure that the
agreements for dismantling and some remediation will be
upheld," Mark Carey, a spokesman for Vacco, said yesterday.
McMenamin, who said the closing puts ERD in a deep
financial hole because it had invested more than $16
million in the site since taking it over in 1994 said,
"We've already done our cleanup {of the incinerator site}."

MOBILEMEDIA: Seeks to Continue Employment of Consultants
On December 15, 1997, the debtors MobileMedia
Communications, Inc., et al. will seek an order authorizing
the debtors to continue to employ Mercer Management
Consulting, Inc. as consultants.

Mercer was to provide three general categories of services
to the debtors:

  (1) collection and analysis of detailed data on calls
      received at the debtors' customer call centers

  (2) evaluation of the debtors' call center infrastructure
      and various customer segments to estimate future demand for
      call centers in the context of the debtors' long-term
      marketing strategy and

  (3) development of a customer valuation model to be used in
      developing targeted marketing and customer retention

Mercer has now completed the work originally sought, and
the debtors have determined that it is necessary to have
Mercer continue to work with the debtors to implement the
developed recommendations.  The debtors estimate that the
Mercer recommendations, once implemented, will result in
annual cost savings of as much as $13 million.

Professional consulting fees for the services specified in
Mercer's proposal are estimated to be $200,000.

Q-ENTERTAINMENT: Emergency Motion for Officers and GGG
Q-Entertainment et al., debtors filed an emergency motion
for an emergency hearing to employ Lee Katz as President
and Chief Executive Officer and Sandy Edlein as Vice
president and Chief Operating Officer of the debtor and to
employ GGG, Inc. as crisis management.

Lee Katz will be paid an initial payment of $50,000 and
will be paid at a rate of $26,000 per month in two equal
installments.  Mr. Edlein will be paid at a rate of $24,000
per month in two equal installments.

US ONE COMMUNICATIONS: Hearing on Settlement with Lucent
On December 16, 1997 US ONE Communications Corp. and its
two subsidiaries will seek an order approving a settlement
and compromise with Lucent Technologies, Inc.

Lucent Technologies, Inc. filed a proof of claim in the
Chapter 11 cases of the debtors alleging that the debtors
owe Lucent over $69 million.

The proposed settlement has been reached, and Lucent has
agreed to reduce its unsecured claim against US ONE without
priority in the amount of $45 million.

At the hearing on December 16, 1997, the debtors will also
seek authority from the court to use property of the
estates outside the ordinary course of business to pay
certain pre-petition claims.

Following the sale of certain of the debtors' assets
pursuant to an agreement with WinStar Switch Acquisition
Corp. and WinStar Communications, the debtors continue to
lease space for Switch Sites in five cities and office
space in Dallas, Texas.  The debtors seek the entry of an
order authorizing the debtors to use property of the
estates to pay in full all undisputed priority and
administrative expense claims and to make a pro rata
distribution in respect of allowed unsecured prepetition
claims of creditors, with a hold back of cash in an amount
sufficient to provide the same or better treatment for the
full amount of all disputed claims.  The debtors estimate
an interim distribution to the holders of allowed unsecured
claims equal to approximately 80 percent of each allowed

The debtors currently hold cash of $76 million. The debtors
also anticipate receiving $16 million on the effective date
of a confirmed chapter 11 plan of reorganization of the
debtors by the issuance by WinStar of shares of its Common
Stock. The debtors currently estimate approximately $64.5
million of unsecured claims will be allowed in these cases.  
Approximately $12.7 million of asserted unsecured claims
are disputed but unresolved as of the filing of this

The debtors propose to pay or reserve from cash on hand
amounts sufficient to pay in full the amounts described
plus a reserve of $5 million, leaving $61.8 million of
cash.  The debtors propose to distribute this cash pro rata
to the holders of allowed unsecured claims, subject to pro
rata reserves for the full amount of disputed unsecured
claims not yet resolved.

WESTERN PACIFIC: Willis Lease Finance Reports Cure
Willis Lease Finance Corporation reported receipt of
payment from Western Pacific Airlines to cure defaults on
its lease contracts.  WLFC has leased three engines with a
net book value of $8.7 million to Western Pacific.  On
October 5, 1997, Western Pacific Airlines filed a petition
for bankruptcy under Chapter 11 of the Federal Bankruptcy
Code in the District of Colorado.

In addition to receiving the back payments, Willis Lease
Finance continues to retain security deposits and prepaid
rents totaling 2.8 times the combined monthly lease rates
for the three engines.  There can be no assurances that
Western Pacific will remain current in its lease payments
in the future.

Willis Lease Finance Corporation's primary businesses are
the leasing of spare replacement aircraft engines and spare
parts, the purchase and resale of various aircraft spare
parts in the after market and the selective purchase and
sale of aircraft engines to the worldwide commercial
airline aftermarket. The Company began its leasing
operations in 1988 and established Willis Aeronautical
Services, Inc. to conduct its spare parts resale operation
in October 1994.


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