TCR_Public/971209.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, December 9, 1997, Vol. 1, No. 75

BARNEY'S, INC.: DFS Group Expected to Top Dickson Bid
BRADLEES, INC.: Thomas Smith Hired as New Senior VP, Stores
BRADLEES, INC.: New BankBoston-Led DIP Facility Lined-Up
CAJUN ELECTRIC: Judge Orders Briefs Pared Down
CAJUN ELECTRIC: Enron Forges Multi-Constituency Agreement

CONDERE CORPORATION: Sid Richardson Opposes Amended Plan
CONDERE CORPORATION: Competitive Plan Proponent Emerges
EAGLE INDUSTRIES: October Operating Results
HALLA GROUP: South Korea Conglomerate Bankrupt
JAY JACOBS: Recapitalization Completed

LEVITZ FURNITURE: Proposed Sale of John M. Smythe Unit
MANHATTAN BAGEL: Cash Collateral Use through 01/16/98
MARVEL ENTERTAINMENT: Committee Urges Examiner Appointment
MIDCON OFFSHORE: Assets Sold for $31.3 Million to Basin
NEW SEABURY: Cash Collateral Use through 11/30/97

PARTIES ON FIFTH: Bar Date Set for December 29, 1997
RDM SPORTS: Selling RDM Sports and Fitness Assets
WESTERN PACIFIC: Boullioun Appeals Smith Financing Pact

Meetings, Conferences and Seminars


BARNEY'S, INC.: DFS Group Expected to Top Dickson Bid
Myron E. Ullman, III, CEO for DFS Group Ltd., told select
newspapers Saturday that DFS would be "a good partner" for
Barney's.  DFS is expected to interject a bid into Barney's
chapter 11 cases before January 20, 1998, topping Dickson
Concept's current $322 million bid.  If a competitive bid is
accepted by Barney's, upsetting Dickson's bid, Dickson will
be entitled to an $8 million break-up fee.  Mr. Ullman
worked closely with Thomas Shull, Barney's new CEO, during
the R.H. Macy chapter 11 cases.  

BRADLEES, INC.: Thomas Smith Hired as New Senior VP, Stores
Bradlees, Inc. announced the appointment of Thomas N. Smith
to the position of Senior Vice President, Stores.  Mr.
Smith, with more than 17 years of store operations
experience with Wal-Mart, Home Depot and Fry's Electronics,
will report to Peter Thorner, Chairman and CEO.

Prior to joining Bradlees, Mr. Smith was Director of
Operations & Merchandising for Fry's Electronics, helping
lay the operational and merchandising foundation supporting
Fry's 40%  annual growth rate through acquisitions and the
opening of new stores.

"Tom Smith is an outstanding addition to our senior
management team.  He brings to Bradlees an extensive retail
industry operations background and will play a key role in
our ongoing effort to inculcate a true sense of customer
service and efficient operations as we strengthen and
reposition Bradlees for the future," Mr. Thorner commented.

BRADLEES, INC.: New BankBoston-led DIP Facility Lined-Up
Bradlees, Inc., tells the New York Bankruptcy Court they
successfully negotiated a New DIP Financing Facility led by
BankBoston, N.A. and BankBoston Retail Finance, Inc., which
is superior to their existing DIP Facility with Chase
Manhattan Bank.  The New DIP Facility, the Debtors explain,
provides for DIP Financing by BankBoston to Bradlees Stores,
Inc., which, upon the satisfaction of certain conditions, is
convertible by replacement into Exit Financing.  As
previously reported, Bradlees sought out a new DIP Lenders
in order to increase availability to 65% of Eligible
Inventory on which borrowing is based.  The Debtors indicate
that they want the New DIP Facility to be in place before
January 2, 1997, and preferably before Christmas, to
facilitate placing orders for the spring selling season.

Under the DIP Agreement, BankBoston will provide Stores with
a revolving line of credit permitting borrowings, and the
issuance of letters of credit, in a total principal (or
face) amount of up to $250 million in the aggregate, which
will enable the Debtors to:

      (i) retire the debt outstanding under the Existing
          Facility with Chase and

     (ii) finance ongoing, necessary operating expenses.  

The Debtors believe that the New DIP Facility will enable
Bradlees to keep its stores well-stocked and also give
assurance to vendors that Bradlees has the ability to timely
pay for orders of new merchandise.  The new DIP Agreement
will provide the Debtors with greater availability (by
virtue of higher advance rates), and hence, liquidity, for
lesser fees, and for a longer term, than is currently
provided under the Existing Facility, and has the added
virtue of being accompanied by a commitment (upon the
satisfaction of certain conditions) for Exit Financing.   

The Debtors advise the Court that they solicited several
prospective lenders, including BankBoston, to provide
financing on terms more favorable than is currently
available under the Existing Facility.  In addition, the
Debtors requested that prospective debtor-in-possession
lenders commit to provide an exit facility.  In evaluating
four bids submitted by the Prospective lenders, the Debtors
explain they were guided by three principal considerations:

     (i) increasing their availability and liquidity,

    (ii) lowering financing costs, and

   (iii) obtaining reasonable financial covenants.

On balance, the Debtors say, BankBoston's bid was most
favorable since it provided the greatest availability, at
competitive costs, and with acceptable financial covenants.  
The Debtors consequently accepted BankBoston's bid.

CAJUN ELECTRIC: Judge Orders Briefs Pared Down
Frustrated with the flood of papers (and professional fees)
relating to the competing bids for Cajun Ejectric's
business, U.S. District Judge Frank Polozola chastised a
courtroom full of lawyers at a recent hearing and ordered
that the parties pare down their briefs.  

Judge Polozola compared the lawyers' conduct to the dozens
of lawyers who swarmed over Bogalusa after a chemical spill
there in 1995, saying, "It's just a little more dignified
here, maybe, but equally disgusting."

Judge Polozola pointed to a desk with five boxes of records
submitted to him for an upcoming hearing, and said that
lawyers were churning out briefs without concern for whether
the the Court could make sense of them.  "I have never seen
such an unreasonable amount of material submitted to a
judge," Polozola said.  "It's got to stop."

CAJUN ELECTRIC: Enron Forges Multi-Constituency Agreement
Enron Capital & Trade Resources Corp. (ECT), a subsidiary of
Enron Corp. (NYSE: ENE), announced yesterday that it has
reached a conditional agreement with the largest secured
creditor of Cajun Electric Power Cooperative (Cajun), the
Rural Utilities Service (RUS), an agency of the U.S.
Department of Agriculture.  ECT and the RUS have agreed on
the purchase price to be paid by ECT for Cajun's generation
assets in the event that the joint reorganization plan of
ECT and the Official Committee of Unsecured Creditors of
Cajun is confirmed by the bankruptcy court.

"This agreement with the RUS and the new rate plan
demonstrate the flexibility of the Enron plan, which we hope
will lead to settlement of [Cajun's] costly bankruptcy,"
said Kenneth D. Rice, chairman and CEO of ECT-North America.  
"Enron is able to deliver superior value to Cajun's
creditors while at the same time offering Louisiana
consumers the lowest possible rates."

Enron is one of three active bidders for Cajun Electric.  
Each bidder has filed a competing plan of reorganization.

CONDERE CORPORATION: Sid Richardson Opposes Amended Plan
Sid Richardson Carbon Company criticizes the Debtor's First
Amended Plan and complains that the Debtor's First Amended
Disclosure Statement provides no better disclosure than the
previous disclosure document.  

The Amended Plan, Richardson complains, provides creditors
with less than they would receive in a liquidation.  The
Plan, Richardson charges, amounts to management's attempt to
deceive creditors and smacks of bad faith, especially in
light of the proposed issuance of non-voting securities in
contravention of 11 U.S.C. Sec. 1123(a)(6).  Additionally,
the Plan's creation of three separate classes of convenience
claims is nothing more than an improper attempt to
gerrymander voting.  

Richardson implores the Bankruptcy Court to halt
management's charade by refusing to approve the First
Amended Disclosure Statement and, thus, derailing the
confirmation process.

CONDERE CORPORATION: Competitive Plan Proponent Emerges
The Official Committee of Unsecured Creditors of Condere
Corporation has requested that the Bankruptcy Court approve
a $150,000 payment by the Debtor to Pensler Capital
Corporation as reimbursement for costs Pensler may incur in
formulating a firm purchase offer for the assets of Condere
and the preparation of a plan of reorganization to implement
that purchase.  The Committee indicates that Pensler has
provided the Committee with a conditional term sheet and,
from what the Committee sees, it likes Pensler's offer.  

Fleet Capital Corporation, the Debtor's secured lender, says
that it would like to see Pensler's conditional term sheet,
but whether or not Fleet gets a copy, the payment requested
by the Committee pursuant to 11 U.S.C. Sec. 503(b)(3) is
misplaced.  Pensler is not a "creditor" of the Debtor's
estate, nor has Pensler yet made any "substantial
contribution" to the Debtor's case.  A promise of future
action is insufficient, Fleet argues, to permit payment at
this time.  Fleet questions, even if Pensler were to take
future action whether that action would, in fact, constitute
a contribution to the Debtor's case or merely reflect
Pensler's furtherance of its own interests.  The Committee's
Motion, Fleet argues, is premature at best.  

EAGLE INDUSTRIES: October Operating Results
Eagle Industries, Inc., reports in its Monthly Operating
Report for the period ending October 25, 1997, a net loss of
$85,727 on gross receipts of $745,501.  Year-to-date, Eagle
has posted a $7,781 net loss on gross receipts of

HALLA GROUP: South Korea Conglomerate Bankrupt
Halla Group, South Korea's 12th-largest conglomerate and
best known for its shipbuilding and auto parts
manufacturing, was declared bankrupt Saturday after
defaulting on $220 million in debts.  Halla is the sixth
among the country's top 30 conglomerates to topple this

"Halla could obtain no more funds because banks refused to
provide new loans and began calling in the loans they had
already provided," Park Sung-suk, vice chairman of Halla
Group, told the Associated Press.  

Halla reportedly planned to file for court receivership for
its flagship Halla Engineering and Heavy Industries Co.,
South Korea's third-largest shipyard.  Three other main
subsidiaries, Mando Machinery Corp., South Korea's largest
auto-parts manufacturer, and Halla Cement Manufacturing
Corp. and Halla Engineering Construction Corp., will seek
court mediation, allowing those three entities to discuss
rescheduling debt payments with creditors.  Halla's 11 other
affiliates will be liquidated, according to reports
published by the AP and AFP.

In total, the conglomerate is estimated to owe $6.4 billion,
or 20 times the total value of its equity, according to
Associated Press reports.  Debts began accumulating when
Halla began building a multibillion-dollar shipyard on the
southwest coast in 1992.  Its troubles came to a head when
Southeast Asian financial turmoil hit South Korea, sending
interest rates higher and making already debt-ridden South
Korean banks reluctant to lend.  This month, saying it was
badly strapped for cash, Halla announced it would lay off
half of its 6,000 workers.

Hyundai, the nation's largest conglomerate in terms of
assets and the second largest in terms of sales, according
to AP reports, provided an unspecified amount of funds to
keep Halla afloat in the past months.  Halla's chairman is
the younger brother of Chung Ju-yung, founder of Hyundai.  
But on Saturday, Hyundai said it will no longer try to bail
out Halla.

Analysts speculate that Halla Group just one in a series of
major bankruptcies expected under the strict rules
implemented by the International Monetary Fund in connection
with its $60 billion bailout package for South Korea.  

JAY JACOBS: Recapitalization Completed
Jay Jacobs, Inc. (BB:JAYJ) announced that it closed the
financing transaction led by Cahill, Warnock & Company, LLC
and its affiliates, for a recapitalization of the company.  

he investment group including Cahill, T. Rowe Price Recovery
Fund II, L.P., and Michael D. Sullivan, former CEO of Merry-
Go-Round Enterprises, Inc., has provided equity financing in
the amount of $ 7,100,000.

The recapitalization of the company provides for the
following elements:

     * Issuance of $4,600,000 of Series A Preferred Stock
       and $2,500,000 of Series B Preferred Stock, which
       will rank senior to all classes of Preferred and  
       Common Stock of Jay Jacobs, Inc.  The Series B
       Preferred Stock is convertible into Common Stock
       representing 86.25% of the Common Stock outstanding
       following conversion of the Series B Preferred Stock.  

     * The payment of $1,500,000 in cash and the issuance of
       $1,000,000 of the company's common stock as payments
       in full for the approximately $2,500,000 owed to pre-
       bankruptcy creditors.  The bankruptcy court approved
       this modification to the company's plan of
       reorganization on December 1, 1997.  

The new Board of Directors will include:

     * Rex Steffey, CEO and President of Jay Jacobs;
     * William L. Lawrence Jr., Executive VP & CFO;
     * Ed Cahill, principal of Cahill;
     * Kim Golden, Managing Director of T. Rowe Price
          Recovery Fund II, L.P.; and
     * Michael D. Sullivan.

"We are very pleased to have these investors as equity
partners in the company," said Rex Steffey, President and
CEO.  "This transaction dramatically improves the balance
sheet and puts us on solid footing for new store expansion
and increased working capital for existing operations."

LEVITZ FURNITURE: Proposed Sale of John M. Smythe Unit
Levitz Furniture Corporation tells the Delaware bankruptcy
court that Heilig-Meyers Company has offered to pay $35
million in cash (and assume certain liabilities) for
substantially all of the assets of John M. Smythe Company.  
The Debtors relate that the sale of the Smythe Assets is
consistent with their plan to maximize the value of these
estates by identifying and selling particular stores and
regions that are underperforming.  

To be certain that the Debtors are obtaining the highest and
best price for the Smythe Assets, the Debtors and Heilig-
Meyers have agreed to submit Heilig-Meyers' offer to a
competitive bidding process.  

The Debtors propose that the Court authorize their counsel
to conduct an Auction on January 5, 1998 at Skadden Arps'
New York offices.  To participate in the Auction, the
Debtors request that Potential Bidders be required to
deliver their competitive bids (accompanied by audited
financial statements demonstrating financial capability to
complete the sale) by December 30, 1997, together with a
refundable $2 million Bid Deposit.  The Debtors further
request that the Court (a) require a minimum overbid of
$800,000 from any competitive bidder, (b) approve minimum
bidding increments of $100,000 at the Auction, and (c)
authorize the payment of a $350,000 Break-Up Fee in the
event Heilig-Meyer's offer is upset.

MANHATTAN BAGEL: Cash Collateral Use through 01/16/98
With First Union's consent, Judge Gindin granted Manhattan
Bagel Company, Inc., continued authority to use First
Union's cash collateral, securing approximately $7 million
of pre-petition borrowings, through January 16, 1998, at a
hearing yesterday afternoon.  The parties agreed to cut-off
investigation of documentation-related issues concerning the
validity, extent and priority of First Union's pre-petition
claims.  Issues related to the Committee's ability to
investigate lender liability or other causes of action will
be revisited at a hearing scheduled for December 16, 1997.

MARVEL ENTERTAINMENT: Committee Urges Examiner Appointment
The appointment of a trustee in a chapter 11 cases is an
extraordinary remedy, the Official Committee of Unsecured
Creditors of the Marvel Group says, and is not supported in
these cases by clear and convincing evidence, the Committee
says in opposition to the pending motion for appointment of
a trustee.  While Ichan and Perelman battle in District
Court over control of Marvel's fate, the last thing the
business needs, the Committee indicates, is a wholesale
replacement of management.

As an alternative to a trustee, the Committee suggests that
the Court appoint an examiner to investigate the merits of
the Trustee Motion and the District Court Litigation and
report back to the Court within 30 to 60 days.  

These cases "call[] out for the appointment of an
independent person with no ecomonic stake in the case[s] to
conduct an investigation of certain significant matters and
report back to the Court," the Committee argues.  These
cases have reached an impasse between Ichan's interests and
the interests of Perelman, the Banks and Toy Biz; they need
an independent person to protect other parties-in-interest,
and an examiner would fill that role.  

MIDCON OFFSHORE: Assets Sold for $31.3 Million to Basin
Basin Exploration, Inc. (Nasdaq: BSNX) announced that it
completed the closing of the previously announced
acquisition of assets from the chapter 11 bankruptcy trustee
for Midcon Offshore, Inc.  Basin Exploration was the high
bidder for Midcon's assets, paying $31.3 million.

NEW SEABURY: Cash Collateral Use through 11/30/97
New Seabury Company Limited Partnership asks the Court to
approve a Fifth Stipulation for continued use of Textron
Financial Corporation's pre-petition cash collateral,
securing approximately $8.4 million of pre-petition
borrowings, through November 30, 1997.  

New Seabury is a limited partnership which owns and operates
a 2,000 acre planned resort community on Nantucket Sound in
Mashpee, Massachusetts.

PARTIES ON FIFTH: Bar Date Set for December 29, 1997
The Trustee overseeing the liquidation of Parties on Fifth,
Inc., Bankruptcy Case No. 95 B 41106 (JHG), has published
notice that all proofs of claim against the Debtor's estate
must be filed on or before December 29, 1997.  Contact David
M. Pollack, Esq., at 212-736-3636.  

RDM SPORTS: Selling RDM Sports and Fitness Assets
RDM Sports has asked the Bankruptcy Court for authority to
sell substantially all of the assets of its Canadian
operation, RDM Sports and Leisure Inc., to Maurice Pincoffs
Company Inc. for $1.7 million.  RDM believes this sale to be
an "integral part of the Debtors' liquidation of non-
essential assets and is a result of the Debtors' efforts to
realize the maximum possible value for such assets."

WESTERN PACIFIC: Boullioun Appeals Smith Financing Pact
Boullioun Aircraft Holding Co., a lessor of three 737 jets
to WestPac, filed notice of its intention to appeal Judge
Brooks' order approving the DIP Financing package
underwritten by Smith Management.

Boullioun asserts that Smith's lending terms are improper
because they give Smith the right to direct WestPac to
assign aircraft leases to other parties under certain
circumstances.  Boullioun says that its consent must be
obtained if an aircraft lease is to be assigned by a third-
party and the Smith pact deprives Boullioun of that
important right.

Meetings, Conferences and Seminars

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 Commerical 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 19-22, 1998
      Annual Western District Meeting
         Universal City Hilton Hotel
         Los Angeles, California
            Contact 1-310-470-8487

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.


A list of meetings, conferences and seminars 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-
published by Bankruptcy Creditors' Service, Inc.,
Princeton, NJ, and Beard Group, Inc., Washington DC.  
Debra Brennan and Rebecca A. Porter, Editors.   
Copyright 1997.  All rights reserved.  This material is    
copyrighted and any commercial use, resale or publication
in any form (including e-mail forwarding, electronic re-
mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.   
The TCR subscription rate is $575 for six months delivered    
via e-mail.  Additional e-mail subscriptions for members of     
the same firm for the term of the initial subscription or    
balance thereof is $25 each.  For subscription
information, contact Christopher Beard at 301/951-6400.   
             * * * End of Transmission * * *