TCR_Public/971211.MBX     T R O U B L E D   C O M P A N Y   R E P O R T E R        
        
       Thursday, December 11, 1997, Vol. 1, No. 77
    
                       Headlines

BANK OF NEW ENGLAND: Pension Fund Surplus Settlement
BARNEY'S, INC.: Retains Alco Capital to Auction Fixtures
BUCYRUS-ERIE: John G. Gellene Indicted on Perjury Charge
CRAIG CONSUMER: DIP Facility Terminated; BTCC Pulls Plug
DIXON HOLDINGS: Fretter Committee Objects to Silo Claims

DOEHLER-JARVIS: $2 Million Bid for St. Louis Property
ELDER-BEERMAN: 99.77% of Creditors Vote to Accept Plan
ELDER-BEERMAN: New Board of Directors Announced
EXCALIBUR FINANCIAL: Extension of Lease Decision Period
FRETTER, INC.: Committee Objects to Dixon/Silo Claim

GROSSMANS, INC.: Chapter 11 Plan Confirmed
GUY F. ATKINSON: Morrison Knudsen Begins Due Diligence
HARRAH'S JAZZ: Modified Plan Balloting Procedures Proposed
KENETECH WINDPOWER: Exclusivity Extension to May 1, 1998
KENWIN SHOPS: Payment of Prepetition Wage Claims

LOUISE'S TRATTORIA: Auction Procedures Put in Place
NETS, INC.: Debtor's Plan of Reorganization
PARTY WORLD: Houlihan Lokey Debtor Engagement Approved
PETRIE RETAIL: Open to Offers for Winkelman's Stores
POCKET COMMUNICATIONS: Assignment of Claims to Committee

Q-ENTERTAINMENT: $2 Million Interim DIP Facility Approved
RDM SPORTS: Extension of Exclusivity to April 1, 1998
RDM SPORTS: Committee & Foothill Comments re Fitness Assets
RDM SPORTS: Committee Balks at Trademark Licensing
RDM SPORTS: Committee Decry Key Employee Bonuses

STRAIGHT ARROW: First Amended Plan of Reorganization
TODAY'S MAN: Foothill Catpial Extends Exit Financing
TOWN & COUNTRY: DIP Financing Arrangements Approved
VITALE ENTERPRISES: Extension to File Schedule G
WESTERN PACIFIC: Requests January 16, 1998 Bar Date

YAMAICHI SECURITIES: Sale to Sumitomo & Societe Generale

                         --------

BANK OF NEW ENGLAND: Pension Fund Surplus Settlement
----------------------------------------------------
A settlement of the 1993 class action lawsuit filed by
16,000 employees of Bank of New England seeking their share
of an approximate $50 million surplus from BNE's retirement
plan after pension obligations were satisfied has been
forged.  In the District Court litigation, the Employees,
the FDIC, and Benjamin S. Branch, the bankruptcy trustee for
BNE and its creditors, each laid a claim to the surplus and
each of the three parties wanted more than a third of the
available funds.

The tentative settlement calls for $21 million to be divided
among the former bank employees and an equal share going to
the FDIC.  Branch would get $6 million to help satisfy
creditor claims.

Final approval of the settlement comes before the U.S.
District Court in Boston for consideration on January 26,
1998.


BARNEY'S, INC.: Retains Alco Capital to Auction Fixtures
--------------------------------------------------------
Barney's, Inc., et al., seek the Court's authority to sell
certain excess Furniture, Fixtures and Equipment now unused
and in storage in Fort Lee, New Jersey, some of which came
from the 17th Street Store in Manhattan.  The Debtors assure
parties-in-interest that none of the FF&E is encumbered.  
The Debtors estimate the value of the FF&E at $60,000, and
tell the bankruptcy court that they have selected Alco
Capital Group, Inc., to serve as their Auctioneer in
connection with the sale.


BUCYRUS-ERIE: John G. Gellene Indicted on Perjury Charge
--------------------------------------------------------
A grand jury in Milwaukee has returned an indictment against
John G. Gellene in connection with his failure to disclose
Milbank, Tweed, Hadley & McCloy's silmutaneous
representation of LBO debt-ridden Bucyrus-Erie, on the one
hand, and Mikeal Salovaara, a key pleayer in the B-E chapter
11 cases and purchaser of certain B-E assets in 1992 when
the company was starved for cash, on the other hand.

Mr. Gellene, 41, is a graduate of Harvard Law School and was
first admitted to the New Jersey Bar 1979.  Milbank
reportedly dismissed Mr. Gellene last month.    

Mark L. Rotert, Esq., of Winston & Strawn told The New York
Times earlier this week that Mr. Gellene is "not guilty" and
"anxious for the opportunity to go to trial."  Mr. Rotert is
a former Assistant Attorney General, serving 10 years in the
capacity, and former Assistant U.S. Attorney, serving 7
years in that role.  Mr. Rotert's practice at Winston &
Strawn today concentrates on white collar defense work.


CRAIG CONSUMER: DIP Facility Terminated; BTCC Pulls Plug
--------------------------------------------------------
Craig Consumer Electronics, Inc. announced the entry of an
order by the United States Bankruptcy Court on November 26,
1997, approving a stipulation for relief from the automatic
stay entered into by Craig and BT Commercial Corporation, as
agent for a syndicate of lenders.  Further, as of November
30, 1997, the postpetition financing arrangement between
lenders and Craig was terminated.


DIXON HOLDINGS: Fretter Committee Objects to Silo Claims
--------------------------------------------------------
The Official Committee of Unsecured Creditors of Fretter,
Inc., has filed an objection to the proofs of claim filed by
Dixon U.S. Holdings, Inc., Fretter's corporate parent, and
the Silo Entities, former affiliates of Fretter.  Fretter's
chapter 11 case pends before Judge Morgenstern-Clarren of
the United States Bankrutcy Court for the Northern District
of Ohio, Eastern Division.  For additional details, refer to
today's story concerning Fretter, Inc., appearing below.


DOEHLER-JARVIS: $2 Million Bid for St. Louis Property
-----------------------------------------------------
Doehler-Jarvis, Inc., Harvard Industries, Inc., and their
debtor affiliates have received a $2.068 million bid from
DMD Group, Inc., for the purchase of two parcels of real
estate and a building located in St. Louis, Missouri.  The
Debtors believe that DMD has submitted the highest and best
offer for the property and will ask the Delaware bankruptcy
court to approve a sale of the property.  To be certain that
the DMD Offer is the best, the Debtors and DMD have agreed
to submit DMD's offer to a competitive bidding process.  
Interested bidders must offer at least $50,000 and should
contact S. David Peress, Esq., at Young, Conaway in
Wilmington.


ELDER-BEERMAN: 99.77% of Creditors Vote to Accept Plan
------------------------------------------------------
The Elder-Beerman Stores Corp. announced following the
conclusion of the voting period that it received more than
enough votes to confirm its proposed plan of reorganization
and move it one step closer to emerging from Chapter 11.
Results of the balloting, which concluded December 8 at 5:00
p.m. EST, are that creditors are near-unanimous in voting to
accept the company's plan.

To be confirmed, a plan of reorganization generally must
receive affirmative votes from a majority in number and two-
thirds in dollar amount of those holders of allowed claims
who actually vote in each class. Elder-Beerman received
affirmative votes representing 99.77% of the dollar value in
general unsecured creditor claims that voted.  That means
the company's institutional creditors, trade creditors and
employee stock ownership plan voted overwhelmingly in
support of the plan.  In addition, the common shareholders
(Beerman/Peal family) have withdrawn all opposition to the
plan.

A confirmation hearing is set for December 15th in U.S.
Bankruptcy Court in Dayton, Ohio.  Confirmation of the plan
will clear the way for Elder- Beerman's exit from Chapter
11.  The company expects to emerge on or about December 30.

"We couldn't be more pleased," said Fred J. Mershad, Elder-
Beerman's President and Chief Executive Officer.  "From the
very beginning our goals have been to develop a consensual
plan that provides fair treatment of all stakeholders and to
emerge from bankruptcy as an independent company
headquartered in Dayton, Ohio.  We take great pride in
having obtained consensus on our plan, and with the
balloting process now behind us, we fully expect the court
to give us a green light to move ahead.  This is a very
bright day indeed for Elder-Beerman," he said.


ELDER-BEERMAN: New Board of Directors Announced
-----------------------------------------------
The Elder-Beerman Stores Corp. yesterday announced the
composition of the company's new, nine-member board of
directors.  The appointments of the new board will become
effective upon the company's emergence from bankruptcy--
expected around December 30, 1997.

The new board will be comprised of:

    .. Frederick J. Mershad, remains Chief Executive
       Officer, The Elder-Beerman Stores Corp., and will
       become Chairman of the Board upon emergence from

       Chapter 11.

    .. John A. Muskovich, currently Executive Vice
       President, Administration, The Elder-Beerman Stores
       Corp. Muskovich will become President, Chief
       Operating Officer and Chief Financial Officer upon  
       emergence from Chapter 11.

    .. Steven C. Mason, retired Chairman and Chief Executive
       Officer, Mead Corp.

    .. Stuart M. Kasen, retired Chairman and Chief Executive
       Officer, Best Products Company, Inc.

    .. Thomas J. Noonan, Jr., former Executive Vice
       President, Herman's Sporting Goods.

    .. Bernard Olsoff, retired President and Chief Executive
       Officer, Frederick Atkins, Inc.

    .. Sheli Z. Rosenberg, President and Chief Executive
       Officer, Equity Group Investments, Inc.

    .. Jack A. Staph, Consultant and former Senior Vice
       President, Secretary and General Counsel, Revco D.S.,
       Inc.

    .. John J. Weisner, retired Chairman, President and
       Chief Executive Officer of C.R. Anthony Company, Inc.

"I am very pleased with our new slate of board members,"
said Mershad. "It is a well-balanced group with individuals
possessing a wealth of knowledge and experience from a wide
range of disciplines   retail, finance, corporate law, and
issues involving publicly traded companies.  We are very
appreciative of each individual's willingness to serve and
support Elder-Beerman and look forward to the contributions
from each of them."

Mershad continued, "I want to thank our current board for
steering us through the Chapter 11 process and I look
forward to working with the new board."


EXCALIBUR FINANCIAL: Extension of Lease Decision Period
-------------------------------------------------------
Excalibur Financial Services L.P., asks the Delaware
bankruptcy court for an extension of its time within which
to decide whether to assume or reject its leases and
executory contracts through April 6, 1998.


FRETTER, INC.: Committee Objects to Dixon/Silo Claim
----------------------------------------------------
Exercising its right under 11 U.S.C. Sec. 502(a), the
Official Committee of Unsecured Creditors of Fretter, Inc.,
has filed an objection to the proofs of claim filed by Dixon
U.S. Holdings, Inc., Fretter's corporate parent, and the
Silo Entities, former affiliates of Fretter.  Fretter
reminds Judge Morgenstern-Clarren that Dixon and Silo are
debtors-in-possession in cases which pend before the
Delaware Bankruptcy Court.

The Committee explains that Dixon and Silo assert claims
based on:

     (1) fraudulent conveyance under 11 U.S.C. Sec.
         544, Delaware law and Michigan law;
     (2) voidable preferences under 11 U.S.C. Sec. 547;
     (3) breach of fiduciary duty and waste of corporate  
         assets;
     (4) voidable reduction of capital under 11 U.S.C. Sec.
         544;
     (5) alter ego, veil piercing and other instrumentality
         theories;
     (6) constructive trust theories;
     (7) substantive consolidation under 11 U.S.C. Sec. 105;
         and
     (8) equitable subordination of Fretter's claims against
         Dixon and Silo.

The Committee objects to the Dixon and Silo Claims because:

(a) proofs of the Silo Claims were not timely filed;
     (b) the Silo Claims are unenforceable against Fretter
         and the property of Fretter under applicable law;
     (c) the Silo Claims are without basis in law or fact;
     (d) the Silo Claims are excessive or of an unspecified
         amount;
     (e) the Silo Claims are not sufficiently documented;
     (f) the Silo Entities have not paid the amount for
         which the Silo Entities are liable to Fretter under
         11 U.S.C. Secs. 542, 543, 550 or 553; and
     (g) the Silo Claims are barred by release, waiver,
         estoppel and any other applicable defenses.


GROSSMANS, INC.: Chapter 11 Plan Confirmed
------------------------------------------
Grossman's Inc. announced that its Chapter 11 Plan of
Reorganization was confirmed by the United States Bankruptcy
Court for the District of Delaware on December 9, 1997.
JELD-WEN, Inc., a leading manufacturer of window and door
products, is the co-sponsor of the Plan and is making a fund
of $8.65 million available for distribution to unsecured
creditors of Grossman's. JELD-WEN will also provide
necessary financing for the reorganized Grossman's. Thomas
E. Arnold, Jr., chief executive officer of Grossman's,
stated that the Plan will enable Grossman's to successfully
emerge from Chapter 11 by the end of this year and to
continue its current operations.

Under the Plan, unsecured creditor claims of $25,000 or less
will receive 23 cents on the dollar. Qualified unsecured
creditor claims in excess of $25,000 will receive their pro
rata share of an "unsecured recovery pool" and 50 percent of
the common stock in reorganized Grossman's. Grossman's,
JELD-WEN and the Official Committee of Unsecured Creditors
have filed a motion with the Bankruptcy Court seeking
authority to make a 14 cent initial distribution from the
unsecured recovery pool to qualified unsecured creditors.
Based upon claims processing results to date, subsequent
distributions may be made to such qualified unsecured
creditors from the unsecured recovery pool.

Grossman's operates 15 stores under the name Contractor's
Warehouse in Calif., Ind., Ky. and Ohio and 29 stores under
the name Grossman's Bargain Outlet in Massachusetts, New
York, and Rhode Island.


GUY F. ATKINSON: Morrison Knudsen Begins Due Diligence
------------------------------------------------------
Guy F. Atkinson Company and its debtor affiliates tell the
bankruptcy court that they have entered into an agreement
with Morrison Knudsen Corporation which is premised on a
potential merger of the Debtors into MK's operations.  
Atkinson advises the Court that MK invited the Debtors'
Banks, Bonding Companies and Committee members to a
presentation on November 24, 1997; all parties attended and
MK outlined the framework of a merger proposal to those
creditor groups.

Atkinson now asks the Bankruptcy Court for permission to
advance up to $775,000 to MK for due diligence fees.  
Additionally, Atkinson agrees to not to solicit any offers
for the acquisition or sale of the company from any other
party for a four-week period, terminable, however, (a) at
the end of the first two weeks or (b) in the event that the
Debtors' exclusive period is not extended to January 30,
1998.  

Atkinson makes it clear that the Company has not accepted
any merger proposal from MK and that Atkinson has not
selected MK as the lead bidder for its business.  Atkinson
hints that any offer MK makes, however, will be subjected to
competitive bidding in the bankruptcy cases at a later date.


HARRAH'S JAZZ: Modified Plan Balloting Procedures Proposed
----------------------------------------------------------
Harrah's Jazz Company and Harrah's Jazz Finance Corp. remind
the Court that it entered an order confirming the Debtors'
Third Amended Plan of Reorganization in April, 1997.  
Unfortunately, the Plan was not consummated.  Because time
passed, circumstances changed and the plan has been
materially modified.  Accordingly, as the Debtors prepare to
circulate their Fifth Amended Disclosure Statement, as
Modified Through November 14, 1997, the Debtors propose
modified balloting procedures to streamline voting based on
their experience the first time through the pprocess.


KENETECH WINDPOWER: Exclusivity Extension to May 1, 1998
--------------------------------------------------------
Kenetech Windpower, Inc., asks Judge Tchaikovsky of the
United States Bankruiptcy Court for the Northern District of
California for an order extending its exclusive period
during which to file a plan of reorganization through May 1,
1998 and to grant an extension of its exclusive period
during which to solicit acceptances of such plan through
July 3, 1998.

The Official Committee of Unsecured Creditors opposes any
extension beyond February 27, 1998 to file a plan.  The
Committee projects that the Debtors will close on the sale
of their assets in early February, 1998, and it shouldn't
take more than a few weeks to type what will then be a
simple plan of liquidation.


KENWIN SHOPS: Payment of Prepetition Wage Claims
------------------------------------------------
Kenwin Shops, Inc., et al., asks the U.S. Bankruptcy Court
for the Southern District of New York for permission to pay
all prepetition wage and salary claims of their 25
employees, many of whom only earn minimum wage.  The Debtors
estimate their total prepetition wage liability at $7,000,
and suggest no individual claim exceeds $4,000.


LOUISE'S TRATTORIA: Auction Procedures Put in Place
---------------------------------------------------
Judge Bufford of the United States Bankruptcy Court for the
Central District of California has directed that the Court
will hold an Auction to be certain that the Debtor receives
the highest and best offer for its restaurant assets.  
Bidding will begin at $4 million, and each overbid must be
in $100,000 increments.  Piecemeal Bids for the Debtor's
assets will be accepted and the highest bundles of offers
will constitute the highest and best offer.  Bidders must
deliver a $1,000,000 Bid Deposit to the Debtor's counsel to
be considered a Qualified Bidder.  Additionally, Price
Waterhouse, in its capacity as financial advisor to the
Committe, will provide the Court with valuations of each bid
submitted at the Auction.


NETS, INC.: Debtor's Plan of Reorganization
-------------------------------------------
Nets, Inc., the Massachusetts-based Internet commerce
venture led by Jim Manzi, the former chairman and CEO of
Lotus Development Corporation, has proposed its plan of
Reorganization premised on a distribution of the $8,000,000
received from the Perot Sale to creditors according to their
statutory priorities:

Class   Description         Claim Pool  Treatment
-----   -----------         ----------  ---------
--     Administrative      $1,095,000  100% in cash on the
        Claims                          Effective Date

  1     Secured Claims      $1,590,000  100% in Cash on the
        (representing Notes             Effective Date
        held by Mr. Manzi)      

  2     Unsecured Claims    $_________  Pro Rata share of
                                         approximately $5.3
                                         million of Cash
                                         plus Earnings of a
                                         Creditors' Trust

  3      Common Stock            ---     (a) Shares held by
         Interests                           AT&T are
                                             cancelled in  
                                             exchange for a
                                             general release
                                         (b) Other shares
                                             not affected

  4      Preferred Stock         ---     Pro Rata share of
         Interests                       $500,000
                                         potentially
                                         available from
                                         Creditors' Trust



PARTY WORLD: Houlihan Lokey Debtor Engagement Approved
------------------------------------------------------
The Honorable Lisa Hill Fennig of the United States
Bankruptcy Court for the Central District of California has
approved the retention of Houlihan Lokey Howard & Zulkin as
Investment Bankers for Party World, Inc., and Party America,
Inc.


PETRIE RETAIL: Open to Offers for Winkelman's Stores
----------------------------------------------------
Petrie Retail Inc., a privately held company which has been
operating under Chapter 11 of the U.S. Bankruptcy Code since
October, 1995, announced today that it is considering offers
for the sale of its Winkelman's stores.  Livonia, Michigan-
based Winkelman's is a women's apparel retailer operating 43
stores in Michigan and 11 stores in Ohio.  Winkelman's is
expected to report sales of approximately $83 million for
the fiscal year ended February 1, 1998.

"Our planned divestiture of Winkelman's Stores brings us a
step closer to finalizing our plan to emerge from the
protection of the Bankruptcy Court as a viable Company,"
said Edwin Holman, Chairman and Chief Executive Officer of
Petrie Retail.  "Further, it provides Winkelman's and its
employees the opportunity to become part of a larger
organization that will be in a position to provide the chain
with the resources and focus it will need to resume a course
of growth.

"We hope to be able to announce a transaction in the near
future, to minimize the uncertainty this may cause to
Winkelman's employees and customers," continued Mr. Holman.  
"During this interim period, we are committed to delivering
to customers the superior quality merchandise and service
that they have come to expect from our Winkelman's
operation."


POCKET COMMUNICATIONS: Assignment of Claims to Committee
--------------------------------------------------------
Pocket Communications, Inc., and DCR PCS, Inc., ask Judge
Derby to approve a Stipulation among the Debtors and the
Official Committee of Unsecured Creditors appointed in their
chapter 11 cases providing for the assignment of the
Debtors' causes of action on account of preferential
transfers under 11 U.S.C. Sec. 547(b) to the Committee.  
Pocket believes, since creditors will benefit from any
ultimate recovery, the Committee should be able to pursue
preference issues if it wishes.  Pocket retains the right to
intervene in any preference litigation brought by the
Committee and retains the right to initiate litigation not
undertaken by the Committee on notice to the Committee.  


Q-ENTERTAINMENT: $2 Million Interim DIP Facility Approved
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of
Texas, Corpus Christi Division, has approved Q-
Entertainment's ability to borrow up to $2 million, on an
interim basis, under a $15 million Debtor-in-Possession
Financing Facility provided by Infinity Investors Limited,
Lion Capital Partners, L.P., and Infinity Emerging
Opportunities, Limited.  The DIP Facility replaces the
Debtors' pre-petition secured financing facilities.  


RDM SPORTS: Extension of Exclusivity to April 1, 1998
-----------------------------------------------------
RDM Sports Group, Inc., and its debtor affiliates ask the
Court for an extension of their exclusive period during
which to file a plan of reorganization through April 1,
1998, and a related extension of their exclusive period
during which to solicit acceptances of such plan through
June 1, 1998.  


RDM SPORTS: Committee & Foothill Comments re Fitness Assets
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of RDM Sports
Group, Inc., et al., objects to the Debtors' proposal to
sell its Fitness Assets to Corporate Assets, Inc., for $3.95
million because the Debtors have failed to comply with the
Sale Order previously entered by Judge Drake for the U.S.
Bankruptcy Court for the Nothern District of Georgia, Newnan
Division.  

The Committee complains that the Debtors have not provided
it, the Court or otherwise made public a list of the assets.  
hence, no potential buyer, other than Corporate Assets,
knows what's for sale.  The Committee sees the Debtors'
stalking horse bidding and other sale procedures as useless
until the Debtors publish a list of the assets available for
purchase.  

Moreover, the Committee notes, there is no real urgency to
this sale, explaining that the Debtors' Fitness unit is
shut-down at present.  

Foothill Capital urges the Court to permit the sale of the
Fitness Assets, but encourages modifications to the bidding
procedures.  Foothill suggests that $50,000, rather than
$100,000 bidding increments, would be more appropriate in
this case.  Also, Foothill notes, it would be improper to
surcharge any of its collateral for any of the sale costs.


RDM SPORTS: Committee Balks at Trademark Licensing
--------------------------------------------------
Ten days following the Petition Date, RDM Sports Group,
Inc., entered into a trademark licensing agreement with
Maurice Pincoffs Company, Inc., without first seeking Court
approval.  The Debtors assert that the agreement was entered
into in the ordinary course of their business, and filed a
Motion to ratify the Agreement.  The Committee views the
Agreement as an improper transfer of the Debtors' assets
post-petition and filed a Motion to invalidate the
Agreement, conduct an auction of the Debtors' trademarks,
and turnover of any post-petition trademark license fees
paid by the Debtors.  The parties now turn to Judge Drake
for resolution of that issue.  

Foothill Capital reminds the Court that it holds a
perfected, first priority security in all of the Debtors'
trademarks and any royalties or other proceeds from any
trademark licensing agreements related to those trademarks.


RDM SPORTS: Committee Decry Key Employee Bonuses
------------------------------------------------
"In the context of these Debtors' cases, the Bonuses only
serve to increase the administrative expenses of the
Debtors' estates and provide no corresponding benefit to the
Debtors' estates or to unsecured creditors," the Committee
says in response to RDM Sports Group, et al.'s Motion to pay
$120,000 in Bonuses to Key Employees of its Flexible Flyer
unit.  The Committee reminds the Court that the Flexible
Flyer unit was sold to Cerberus Partners earlier in these
cases.  The Debtors can't show the necessity of the payments
or any benefit now that the unit is gone.  If Cerberus wants
to pay bonuses from its own resources--given that Cerberus
has retained many of those key employees--that is entirely
acceptable to the Committee.


STRAIGHT ARROW: First Amended Plan of Reorganization
----------------------------------------------------
Straight Arrow Products, Inc., and its Official Committee of
Unsecured Creditors have proposed a First Amended Plan of
Reorganization for the emergence of Straight Arrow from
chapter 11.  The Plan is premised on the continued
production and marketing of the Debtor's human and horse
grooming, repellent and therapeutic products, and projects
creditor recoveries to be:


Class   Description         Claim Pool  Treatment
-----   -----------         ----------  ---------
  I     Administrative        $280,000  Payment in full,
        Claims                          in cash, on the
                                        Effective Date

  II    Priority Tax           $41,860  Payable over 6 years
        Claims                          at the applicable
                                        statutory rate

  III   Employee Benefit       $15,000  Payable in full,
        Claims                          provided, however,
                                        the Debtor makes
                                        payment on all
                                        claims within 1 year
                                        of the Effective
                                        Date

  IV    Secured Claims  

        A. Foothill Capital $2,750,000  Replacement
                                        facility, secured by
                                        a first lien on all
                                        assets

        B. Progress Realty    $820,000  Reinstated, with
                                        original lien rights


        C. Devon Katzev       $480,000  Reinstated, with
                                        second lien on Main
                                        Facility

  V     Unsecured Claims   $10,000,000  (a) $660,000 in cash
                                            on the Effective
                                            Date; plus
                                        (b) $1,750,000 New
                                            Note, payable
                                            over 5 years;
                                            plus
                                        (c) 50% of Net
                                            Distributable
                                            Cash Flow
                                            payable for 5
                                            years; plus
                                        (d) 80% of
                                            Litigation
                                            Recoveries; plus
                                        (e) 100% of
                                            Avoidance Action
                                            Recoveries; plus
                                        (f) an Indenture in
                                            the amount of
                                            all unpaid
                                            claims payable
                                            only upon a sale
                                            of the company,
                                            secured by a
                                            junior lien on
                                            all assets,
                                            subordinated to
                                            other post-
                                            emergence
                                            financings

  VI   Equity Interests       ---           Reissued to
                                            original holders


TODAY'S MAN: Foothill Catpial Extends Exit Financing
----------------------------------------------------
Foothill Capital Corporation, as Agent, and certain other
Lenders have, subject to court approval on December 12,
1997, entered into an Exit Financing Facility to permit Feld
& Feld, Inc., Today's Man, Inc., and their debtor affiliates
to meet all of their requirements to make Plan-related
payments and finance on-going operations following emergence
from chapter 11.  


TOWN & COUNTRY: DIP Financing Arrangements Approved
---------------------------------------------------
Town & Country Corp. obtained final approval from the
Bankruptcy Court to borrow under:

    * a $55 million Debtor-in-Possession Financing Facility
      funded by Foothill Capital Corp. and

    * a $28.5 million Consignment Agreement backed by
      Fleet Precious Metals Inc.

Town & Country believes these credit facilities will provide
adequately for all of the company's working capital needs
through confirmation of its Prepackaged Plan.  


VITALE ENTERPRISES: Extension to File Schedule G
------------------------------------------------
Vitale Enterprises, Inc., and its Foodtown debtor affiliates
complied with the Bankrutcy Court's first day order
directing that their Schedules and Statements be filed by
early December, 1997, except with respect to the filing of
Schedule G, listing all of the Debtors' real property leases
and contracts.  Judge Tuohey has directed that the Debtors
file their Schedule G on or before December 18, 1997.


WESTERN PACIFIC: Requests January 16, 1998 Bar Date
---------------------------------------------------
Western Pacific Airlines, Inc., asks Judge Brooks to fix
January 16, 1998 as the deadline by which all creditors must
file proofs of claim against the Debtor's estate.


YAMAICHI SECURITIES: Sale to Sumitomo & Societe Generale
--------------------------------------------------------
Japan's Sumitomo Bank Ltd. and Paris-based Societe Generale
will buy a Yamaichi Securities Co. money-management
subsidiary, the Nihon Keizai newspaper reported.  Sumitomo
and Societe Generale will buy as much as a 90% stake in
Yamaichi International Capital Management Co.  Yamaichi
Securities collapsed Nov. 24, admitting it had $2 billion in
hidden losses, some of which were from illegal stock trades.


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