TCR_Public/980112.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, January 12, 1998, Vol. 2, No. 7

ADVANCED PROMOTION: Plan of Reorganization Confirmed
ANCHOR RESOLUTION: Sonoco Seeks Hearing for Claim
BARRY'S JEWELERS: Application to Employ Financial Advisors
BARRY'S JEWELERS: Reports December 1997 Sales Results
BIG RIVERS: Court Denies $25 Million Claim

DOEHLER-JARVIS: Motion of FANUC Robotics
ERD WASTE: Requests Bar Date
FARM FRESH: Details How it Will Repay Debt
FLAGSTAR: New Name Following Emergence from Bankruptcy
GAYLORD: Needs to Extend Use of Cash Collateral

GREATE BAY: Sands Hotel Has Chance to Restructure
L. LURIA: First Amended Disclosure Statement
LOTSOFF: Sales Gains of Nearly 30 Percent
MONTGOMERY WARD: Interim Credit Card Deal with Monogram
MONTGOMERY WARD: Wants to Restructure Workers' Comp Program

PARTY WORLD: Hearing Date for Rejection of Contracts
PHOENIX INFORMATION: Equity Committee Wants Counsel
RDM SPORTS: Sale of Hutch Sports
RDM SPORTS: Trademark License Agreement Order
SA TELECOMMUNICATIONS: Scheduling Proposed Sale to EqualNet

SA TELECOMMUNICATIOMS: Greyrock Replies to Committee


ADVANCED PROMOTION: Plan of Reorganization Confirmed
Advanced Promotion Technologies, Inc. today announced that
the U.S.  Bankruptcy Court for the Southern District of
Florida has confirmed its joint plan of reorganization.  
As a result, APT will sell its assets to xiNETix Inc.,
which will continue to operate APT's business.

xiNETix, a Delaware corporation formed in 1997, will now
provide software and services to supermarkets for in-store
promotions, detailed reports, financial services and
customer specific marketing using an on-line network
linked to the point of-sale.

Retailers utilize the information provided by the network
to recognize and reward shoppers based upon their marketing
goals by delivering real-time benefits to specific
shoppers.  The system can deliver benefits in the form of
credits, printed communication and loyalty points.

APT filed for Chapter 11 Reorganization on Aug. 15, 1996
and served its core group of retail clients since that
time.  xiNETix, the successor to APT, will continue to
support APT's clients, improve the product and expand the
client base.

ANCHOR RESOLUTION: Sonoco Seeks Hearing for Claim
Sonoco Products Company is requesting that it be permitted
to present its motion for allowance and payment of an
administrative claim against the debtors on April 15, 1998.

Sonoco claims that it has a valid administrative claim
against the debtors in the sum of $925,838.85.  This matter
was originally a reclamation claim against the debtors
representing goods shipped to the debtor, unpaid for, upon
which a demand was made for the reclamation of the goods.  
The amount of the claim is presently being disputed by the
debtors and is the subject of a contested matter.

BARRY'S JEWELERS: Application to Employ Financial Advisors
Barry's Jewelers, Inc., a California corporation ahs
submitted to the Office of the United States Trustee its
application to employ SBC Warburg Dillon Read Inc. as
financial advisors.

BARRY'S JEWELERS: Reports December 1997 Sales Results    
Barry's Jewelers Inc., one of the nation's largest
independent retailers of fine jewelry, last Thursday
reported a strong 15.5 percent increase in same store sales
for the month of December 1997 from last year.  December
sales results were 6.4 percent greater than projections
filed in July of last year.

Barry's reported total net sales for the month of December
1997 of $27,991,000 generated by its 128 stores, compared
with $30,538,000 last year produced by its 174 stores then
in operation.  Sales for the 128 stores open in both
December 1997 and 1996 were $27,991,000 and $24,240,000,
respectively.  This reflects a total net sales decrease of
8.3 percent with a same store sales increase of 15.5

For the seven-month period ended December 1997, total net
sales decreased by 14.1 percent to $73,864,000 from
$85,987,000 last year. Same store sales for this period
rose from $67,304,000 to $62,873,000, a 7 percent increase.

In July 1997, the company filed projections with the United
States Bankruptcy Court.  These filings projected sales of
$26,302,000 for the month of December 1997 and $71,359,000
for the seven months ended December 1997.  The actual
results exceeded projected results by $1,689,000 or 6.4
percent for the month and $2,505,000 or 3.5 percent for the
seven months ended December 1997.  

Samuel J. Merksamer, president and chief executive officer
said, "These results confirm the successful repositioning
of the company as a mainstream retail jewelry chain and
validate our decision to shift the merchandising strategy
toward higher quality products and to target a middle
income, fashion and gift conscious customer.  The December
sales results are especially encouraging as they represent
the first month in which we have fully re-merchandised the

Barry's Jewelers filed a petition for chapter 11 protection
in Los Angeles on May 11, 1997.  The case was assigned to
the Honorable Vincent Zurzolo of the Central District of
Los Angeles.

The current management team, led by Merksamer, has been in
place since February 1997.  Since then management has, as a
part of its turnaround strategy, closed 41 underperforming
stores, reduced corporate overhead, increased the provision
for doubtful accounts by $7 million (at fiscal year
ended May 31, 1997), implemented an integrated targeted
marketing program and is currently in the process of re-
negotiating store leases and working to modernize its
management information systems, including a new point-of-
sale system and a new merchandise planning system.

Barry's Jewelers operates 128 retail jewelry stores in 18
states throughout the country including Hatfield Jewelers,
Schubach Jewelers, Samuels Jewelers, A. Hirsh & Son and
Mission Jewelers.

BIG RIVERS: Court Denies $25 Million Claim
On January 2, 1998, Judge J. Wendell Roberts entered an
order sustaining the objection to claim #135 filed by
PacifiCorp Kentucy Energy Company in the sum of $25

The Court stated that PacifiCorp and its entities have
throughout this case viewed the Big Rivers Chapter 11
proceeding as a vehicle under which they could acquire the
Big Rivers assets free of the claims of any creditors
without having to expose their deal to the offers of
competing buyers.  If this had been a pre-packaged
bankruptcy and acceptable to all creditors, the court
states that this MIGHT have been acceptable.  However, the
court found that PacifiCorp's no shop clause is nothing
more than an illegal attempt to control Big Rivers for the
sole benefit of PacifiCorp.  The court states that it did
not approve of these tactics and ordered the bidding
process to ensure that Big Rivers maximized the value of
the estate.  The Court stated that it will not now reward
PacifiCorp by approving these claims.

The Court states that LG&E Energy Corp. submitted a
proposal to Big Rivers that would pay Big Rivers between
$37 million and $57 million more than PacifiCorp would pay
under the agreement.  During the bidding process, the LG&E
bid offered $50 million more in value to creditors than did
the PacifiCorp plan.  

The Court found that the agreement with PacifiCorp was not
an executory contract, that Big Rivers had no obligation
under the agreement until it was approved by the court,
that it was a void and unenforceable agreement due to the
no-shop clause and that Big Rivers had a duty to maximize
the bankruptcy estate's value.

In addition, an administrative priority claim by PacifiCorp
for making a "substantial contribution" to Big Rivers for
almost $700,000, was denied and an unopposed claim for
$423,948.95 was approved.

DOEHLER-JARVIS: Motion of FANUC Robotics
FANUC Robotics North America, Inc. and Doehler-Jarvis
Toledo, Inc. are parties to an agreement whereby the debtor
was to purchase robotics equipment for installation in
debtor's Toledo, Ohio facility.  FANUC has nearly completed
production of the robotics for General Motors engine
blocks.  The debtor, however, failed to make post-petition
milestone payments under the agreement and also informed
FANUC that it does not intend to fulfill its obligations
under the agreement.

FANUC has the opportunity to sell the robotics to a third
party, and to mitigate its damages, but it needs expedited
treatment of these motions.  FANUC can not sell its
Remaining Cells to Ryobi, the proposed purchaser, until the
agreement is terminated with the debtor.

A hearing on the motion will be held on February 5, 1998.

ERD WASTE: Requests Bar Date
The debtors, ERD Waste Corp., et al. are seeking a Bar Date
of March 12, 1998 for filing of claims as well as forms of
proofs of claim.

FARM FRESH: Details How it Will Repay Debt
The Richmond Times-Dispatch reported on January 8, 1998
that it finally happened, supermarket chain Farm Fresh Inc.
filed a prepackaged Chapter 11 bankruptcy petition that
spells out how it will repay its debt.

Yesterday's bankruptcy filing, which was expected, was
necessary for grocery wholesale distributor Richfood
Holdings Inc. to buy the Norfolk-based chain. The petition
was filed in U.S. Bankruptcy Court in Delaware.

"It is one more hurdle we've cleared in selling the
company," said Richard D. Coleman, Farm Fresh's chief
financial officer.  Farm Fresh stores, including the three
in the Richmond area that operate under the Rack & Sack
banner, will operate normally while the chain is under
the court's protection.

Farm Fresh was able to submit a plan of reorganization to
the court because it won the support of a majority of Farm
Fresh's senior debt note holders.  The company believes the
senior note holders' vote is sufficient to enable Farm
Fresh to receive court approval for its plan.

If all goes according to plan, the bankruptcy court will
approve Farm Fresh's plan by mid-February and the deal with
Richfood will be completed by the end of February, Coleman
said. Under the deal, Richfood will pay $220 million in
cash and assume $30 million in leases. The company also
will issue warrants to Farm Fresh's senior debt holders to
purchase 1.5 million shares of Richfood stock at $25 a
share in five years.

The Virginian Pilot Ledger Star quoted retail
analyst Kenneth M. Gassman Jr. with Davenport & Co. in
Richmond who said that the filing is good news for Farm
Fresh and its customers.  "I don't think there are any
surprises in there," he said. "We'd been expecting them to
do this months ago. It should be routine and settled soon."
Gassman said Farm Fresh's future is now on much more stable
ground, and customers should expect to see changes soon.

"This should improve vendor confidence in the company,"
Gassman said. "Customers service should improve because
employees won't be worried about their jobs. There will be
a lot of benefits, and we shouldn't have to wait long
for them."  Once the deal is final, Richmond-based Richfood
intends to continue operating 44 of Farm Fresh's 47 stores
under the Farm Fresh, Rack & Sack and 3 Stores, 1 Roof
names and retain nearly all of their 5,200 employees.
Richfood already has hired a president, Ronald E. Dennis,
to run the chain once the sale is complete.

Under the reorganization plan, Farm Fresh's secured
creditors are expected to be fully repaid. Unsecured
creditors are to receive an estimated 90 cents on
the dollar; however, suppliers and trade creditors, which
are also unsecured, would be repaid in full. Creditors and
owners of FF Holdings would get nothing.

Farm Fresh and FF Holdings listed $200 million in assets
and $431 million in liabilities.  A press release from the
company reported that its senior noteholders had voted to
accept the proposal by mail-in ballots that were due
Dec. 30.  Richard Coleman, Farm Fresh's chief financial
officer, said the court accepted the company's motions to
continue operating the business as usual and pay its
vendors. Also, the company's existing bank group led by
Fleet Capital Corp. has agreed to provide Farm Fresh with
up to $40 million in debtor-in-possession financing.

Richfood agreed to buy most of Farm Fresh's assets for
about $220 million in cash, $30 million in assumed leases
and 1.5 million warrants, or rights, to buy a share of
Richfood stock for $25 after five years.

FLAGSTAR: New Name Following Emergence from Bankruptcy
Flagstar Cos. said Wednesday it emerged from  Chapter 11
bankruptcy protection and began operations as Advantica  
Restaurant Group Inc. The restaurant company said,
following its  restructuring, it has $1 billion less
in debt, a new financial  structure and board, and newly
issued common shares that will trade  under the symbol DINE
on the Nasdaq National Market. James Adamson will continue
as chief executive and chairman.

The company also said it entered into a five-year, $200
million line of credit with a syndicate led by Chase
Manhattan Bank.  Flagstar said it will use the new credit
for working capital and general purposes. The
reorganization plan includes 40 million shares of new
common stock, to be traded on the Nasdaq exchange.  About
three-fourths of the stock is owned by four of the former
Flagstar's senior creditors: Loomis Sayles & Co. Inc.,
Magten Asset Management Corp., Moore Capital Management
Inc., and Morgan Stanley & Co.

Those four have agreed to give James Adamson, Advantica's
chairman and chief executive, five years to put the company
in sound financial shape.  The reorganization was designed
to cut in half Flagstar's $2.2 billion debt, left from a
1989 leveraged buyout.

"We could have continued to survive through the year 2000,
but we weren't investing in the business, in people,"
Adamson said.  The company could not have survived repaying
bonds totaling $270 million in 2001, $280 million in 2002,
$125 million in 2003 and $722 million in 2004, he

GAYLORD: Needs to Extend Use of Cash Collateral
Gaylord companies, Inc. is requesting authority to continue
use of cash collateral of its secured lender, Greenfield
Commercial Credit., LLC. pursuant to the terms of an order
authorizing use of cash collateral.

The debtors are unable to obtain sufficient credit on
either an unsecured or a secured basis from an alternative
lender to Greenfield.    The debtors currently owe
Greenfield approximately $1.275 million in pre-petition
indebtedness. Prior to the commencement of these cases,
Greenfield financed the operation of the debtors providing
a $1 million revolving credit facility and a $350,000 term
note.  Without the use of the cash collateral the debtors
will be unable to pay employees or buy inventory and meet
their current obligations.

GREATE BAY: Sands Hotel Has Chance to Restructure
Greate Bay Casino Corp.'s main subsidiary filed for Chapter
11 bankruptcy protection, giving the owner of the Sands
Hotel & Casino in Atlantic City, N.J., a chance to
restructure its long- term debt, the company said.

The subsidiary that filed for Chapter 11, Great Bay Hotel &
Casino Inc., said it will keep the Sands open during the
proceedings. While Greate Bay Hotel & Casino has been able
to generate enough cash to cover day-to-day operating
costs, it hasn't been able to generate sufficient
cash to meet interest requirements on its long- term debt,
the company said.

Greate Bay Casino Corp., which isn't part of the
bankruptcy, said it now doesn't meet the American Stock
Exchange's financial guidelines for a listing on the
exchange. The company said no assurance can be given that
the listings of its stock, 10.875 percent first mortgage
notes and 11.625 percent senior notes will be continued.

In the third quarter, Greate Bay Casino had a loss of $2.3
million, or 43 cents a share, on revenue of $69.7 million.
The Dallas-based company has reported losses in each of the
past eight quarters. Greate Bay Hotel & Casino said it
hired Ladenburg Thalmann & Co. as financial advisers for
the reorganization.

L. LURIA: First Amended Disclosure Statement
A disclosure statement was submitted by the debtor, L.Luria
& Son, Inc. in connection with the solicitation of
acceptances or rejections of the plan.  The purpose of the
disclosure statement, is to provide adequate information to
enable creditors to make an informed judgment as to whether
to vote for the Plan.  The summary of the plan provides the
following treatments for classes of claimants:

Class 1. Secured Tax Claims.  To the extent that such
claims exist, they will be paid in full on the Distribution
Date of the plan.

Class 2. Foothill Capital Corporation Secured Claim.
Unimpaired.  To the extent that a claimant lawfully draws
down on a letter of credit issued by Foothill capital
Corporation for the benefit of various of the debtor's
creditors, such claim shall be paid directly from the cash
collateral being maintained by Foothill Capital

Class 3. Allowed Secured Claims.  Unimpaired. To the extent
that a secured claim becomes an ultimately allowed secured
claim, it will paid in full without interest.  The debtor
is not aware of any Class 3 claims.

Class 4. Priority Claims. (Employee Claims) Unimpaired.
To the extent of available funds and not to exceed $4000.
these claims will be paid.

Class 5. Priority Claims (Returns and Layaway Claims).
Unimpaired.  to the extent funds are available and not to
exceed $1800.

Class 6. Convenience Claims. Claims of $1500 or less.  
Impaired. Holders will be paid a cash dividend of 20% in  
cash, without interest.

Class 7. General Unsecured Claims. Impaired.  To the extent
that these claims can not be paid in full, they will be
paid on a pro rata basis.

Class 8.  Equity Interests.  The debtor does not expect
that there will be funds or property available for
distribution to holders of equity interests under the plan.

As of December 11, 1997 the cash balance on hand in the
estate was approximately $2,496,878.

The Disclosure Hearing is set for February 3, 1998.  The
deadline for objections to the disclosure statement is
January 27, 1998.

LOTSOFF: Sales Gains of Nearly 30 Percent
San Antonio-based LotsOff Corp., a retailer that sells
goods at close-out prices, said Wednesday that its same-
store sales rose almost 30 percent, to $9.4 million from
$7.2 million, for the month long period that ended Jan. 2.

The company's same-store sales for the nine-week period
ending Jan. 2 rose 34 percent, to $13.6 million from $10.1
million, the company said. Same-store sales, regarded as a
key measure in the retail industry, are a comparison of
sales at stores open at least  a year.

Chief Executive Officer Charles Fuhrmann said the
comparison was made easier because last year's sales were
achieved at a time of low store inventories and
when there were few resources to boost customer traffic.
LotsOff operates 44 stores in Texas and four other states.

MONTGOMERY WARD: Interim Credit Card Deal with Monogram
Bankruptcy Creditors' Service reported in Issue Number 19
of the Montgomery Ward Bankruptcy News, that under seal,
Monogram and GE Capital filed a Motion with the Court to
compel the Debtors' assumption or rejection of the Private
Label Credit Card Agreement.  At the parties' behest, Judge
Walsh has held in-chambers conferences and has permitted
the filing of responses and objections to Monogram's Motion
to be filed under seal.  

In connection with the filing of a Response by the Debtors,
the Debtor disclosed publicly that they have reached an
Interim Agreement with Monogram Credit Card Bank of Georgia
and Montgomery Ward Credit Corporation with respect to the
continued performance of the PLCC contracts, the salient
terms of which are:

(1)  Effectiveness of Credit Card Agreements.  Except as
modified by the Interim Agreement, the Credit Card
Agreements shall remain in effect during the Interim

(2)  Term of Interim Agreement.  The Interim Agreement
shall remain in full force and effect until consummation of
a plan of reorganization unless:

(a) the Debtors discontinue all or substantially all of
their ongoing retail business operations; or

(b) Monogram Credit Card Bank together with Montgomery
Ward Credit Corporation consummates a "Portfolio Sale":

(i) At any time, upon the Debtors' request, Monogram/MWCC
shall sell the entire Private Label Card portfolio to
a third party at a price acceptable to Monogram/MWCC
in its sole discretion.

(ii) In connection with a Portfolio Sale, the Debtors may
reject the Credit Card Agreements, and Monogram/MWCC
shall not have any claim against the Debtors arising
out of such sale transaction and rejection; provided,
however, that Monogram/MWCC may assert a claim for any
amount owed to it prior to the effective date of
such sale transaction and court-approved rejection,
but excluding Rejection Damages; and Monogram/MWCC may
assert a claim for any amount owed in respect of
contractual claims (excluding claims arising out of a
Portfolio Sale and related rejection of the Credit
Card Agreements) that Monogram/MWCC may have based on
rights that survive termination of the Credit Card
Agreements; or.

(c) the Bankruptcy Court enters an order approving
assumption of the Credit Card Agreements after December 31,
1998, provided, however that Monogram/MWCC reserves the
right to withdraw its consent to assumption of the Credit
Card Agreements.

(3)  Ongoing Loss Sharing.  Montgomery Ward shall pay its
estimated ongoing net loss sharing obligations to
Monogram/MWCC (other than amounts relating to Prepetition
Loss-Sharing Debt) monthly, in cash, in an amount adjusted
quarterly pursuant to the Credit Card Agreements and
settled annually.  With respect to accounts written
off between July 7, 1997 and the date the Bankruptcy Court
enters an order approving the Interim Agreement, payment in
cash of contractual loss-sharing obligations will be made
on February 28, 1998.

(4)  Arrearages.  Monogram/MWCC acknowledges that as of
November 20, 1997, there are no net past due postpetition
amounts due and owing under the Credit Card Agreements.

(5)  Interim Payments.  Subject to specified limitations,
Montgomery  Ward shall reimburse Monogram/MWCC, in cash, by
interim payments, for actual operating losses incurred by
Monogram/MWCC under the Credit Card Agreements.  The total
estimated amount of these Interim Payments to be paid
through December 31, l998, is approximately $60,000,000.  
The Interim Payments are subject certain terms:

(a) If the Interim Agreement continues past November 1,
1998, Monogram/MWCC, by November 20, 1998, and each
November 20 thereafter, shall provide Montgomery Ward with
the Interim Payment amounts for Monogram/MWCC's following
fiscal year based on a budget prepared by Monogram/MWCC in
accordance with past practices and the True Up provisions;
and Montgomery Ward shall pay such amounts.

(b) To the extent that Monogram/MWCC realizes operating
profits in any quarter while the Interim Agreement is in
effect, such profits shall be credited against the next
subsequent Interim Payment.  This crediting of profits
shall not limit Monogram/MWCC's obligation to reimburse
Montgomery Ward for any overpayments based on the True Up.  
To the extent that the Interim Agreement is terminated, any                
outstanding Credit Balance Carryforward shall be eliminated
without payment.

(c) If the amount of the Reconciled Interim Payment for any
calendar quarter differs from the amount of the Interim
Payment for such quarter, the parties shall pay each other
interest on the difference between the Reconciled Interim
Payment and the Estimated Interim Payment at the annual
three month LIBOR rate plus 200 basis points calculated
from the 45th day of the corresponding calendar quarter.

(6)  Timing of Interim Payments.  Montgomery Ward shall
make the Interim Payments in equal monthly installments.  
The amount of each such monthly installment shall be 1/3 of
the amount of Monogram/MWCC's projected losses for the
fiscal quarter in which such month falls. Upon approval of
the Interim Agreement, Montgomery Ward shall make         
all Interim Payments for the fourth quarter of 1997 that
otherwise would have been made had the Agreement been in
effect at the beginning of such quarter prior to the date
the Bankruptcy Court approves the Interim Agreement.

(7)  True-Up.  To ensure that Monogram/MWCC does not retain
Interim Payments exceeding actual operating losses, there
shall be a "true-up" not more than 30 days after the end of
each quarter to determine the amount of Monogram/MWCC's
actual operating losses, the Reconciled Interim Payment.  
Monogram/MWCC shall be required to reimburse Montgomery
Ward in cash for any overpayments,

Conversely, if Monogram/MWCC's actual operating losses
exceed projected amounts, Montgomery Ward shall be required
to pay the difference.

(8)  Calculation of Actual Operating Losses.  These
provisions apply to calculation of Monogram/MWCC's actual
operating losses:

(a) Monogram/MWCC shall calculate actual operating losses
in accordance with its historical practices; provided,
however, that in the event the Interim Agreement is
terminated, such calculation shall include an adjustment as
of the end of the calendar month preceding such termination
with respect to bad debt reserves, and except that

(b) these items shall be excluded from the calculation of
actual operating losses:  (i) any interest or costs
associated with the Prepetition Loss-Sharing Debt;  (ii)
the "Administrative and Advisory" fee charged by GECC;  
(iii) any amounts attributable to goodwill amortization;
and  (iv) gains or losses resulting from Monogram/MWCC's
securitization of receivables.

(9)  Administrative Claims Upon Rejection.  If the Debtors
reject the Credit Card Agreements, upon such rejection
Monogram/MWCC shall have an administrative claim limited

(a) Montgomery Ward's contractual loss-sharing obligations
with respect to accounts written off after the date of such
rejection, which, for the first 13 months after July l7,
1997, shall be prorated based on the assumption that the
receivables portfolio turns over every 13 months; 1/13
each month for the first 13 months, and thereafter no
proration; and

(b) amounts due as a result of postpetition returns,
chargebacks, similar adjustments and credit promotions.

Monogram/MWCC reserves its right to file a general
unsecured claim for any amounts due under the Credit Card
Agreement as of the date of such rejections that are not
afforded administrative expense priority, including any
claim for that portion of an account that has been written
off and is not treated as an administrative expense claim;
provided, however, that in the event of a Portfolio Sale,
such general unsecured claim shall not include any claims
for damages that may  arise in connection with or as a
consequence rejection of the Credit Card Agreements, except
for claims arising in connection with the Prepetition Loss-
Sharing Debt.

(10)  Technical Modifications to Credit Card Agreements.  
The parties shall agree to certain technical modifications
to the Credit Card Agreements, including changes to credit
policies, promotional discounts and certain matters related
to closed stores, that will remain in effect during the
Interim Period and are intended to have an economically
neutral impact upon the Debtors.

MONTGOMERY WARD: Wants to Restructure Workers' Comp Program
As reported in Issue 19 of the Montgomery Ward Bankruptcy
News, the Debtors told the Court that they are requesting
authorization to restructure their workers' compensation
insurance program from one using a Guaranteed Cost
Structure to a program employing a structure similar to the
Deductible Structure used in the program maintained with
the American International Group, Inc. prior to the
Petition Date.

Because the Debtors were unable to provide the necessary
collateral to secure their reimbursement obligation to AIG
under the Deductible Structure, during the negotiations for
renewal conducted prepetition, a Guaranteed Cost Structure
was agreed upon, whereby the Debtors paid AIG an
up-front premium of approximately $10,000,000.  The
parties, recognizing that the Guaranteed Cost Structure
will be more costly to the Debtors than the Deductible
Structure, agreed informally that once the Debtors gained
sufficient liquidity to provide the necessary collateral,
the parties would endeavor to convert the policy
(retroactive to June 23, 1997, commencement
date of the new Guaranteed Cost Structure policy) to a
revised Deductible Structure policy.

The Debtors point out that, with their DIP Facility now in
place, they have ample credit availability to collateralize
fully a conversion of their workers' compensation insurance
to a Revised Structure, a structure almost identical to the
Deductible Structure in place prepetition.

The salient features of the Revised Structure are:

1. The conversion to the Revised Structure policy will be
retroactive to June 23, 1997, the date of commencement of
the Guaranteed Cost Structure policy.

2. AIG is responsible for all losses up to $2,000,000 per
claim, but has a right of reimbursement against the
applicable Debtor for the first $500,000 of losses per
claim, with the following exception:  Because AIG
purchased reinsurance for losses per claim exceeding
$250,000, AIG will have a right of reimbursement against
the applicable Debtor for the first $250,000 of losses per
claim for claims arising from June 23, 1997 through
and including December 22, 1997.

3. In the event of default, AIG may cancel the Insurance
Program without further order of the Court and foreclose on
any collateral posted with respect to the Insurance
Program, including, without limitation drawing on any
letters of credit, all in accordance with the documents
governing the Insurance Program.  The automatic stay
imposed by the Bankruptcy Code is modified to the extent
necessary to permit AIG to take these actions.

4. The Insurance Program may not be altered by any plan of
reorganization confirmed in these cases and shall survive
the confirmation of any such plan; provided, however, that
the Insurance Program may be altered or terminated in
accordance with the applicable provisions of the
documents governing the Insurance Program.

5. Because the Debtors are to meet their obligations under
the Insurance Program without further order of the Court,
no additional proof of claim or request for payment of
administrative expense need be filed in these chapter 11
cases with respect to the Debtors' obligations under the
Insurance Program.  However, nothing in the order shall be
construed to exempt AIG from the requirement to file a
proof of claim for payment of administrative expense
arising out of any claim other than the Insurance

6. The Debtors' rights with respect to all collateral held
by AIG in connection with the Insurance Program shall be
governed by the relevant documents entered into by the
parties, and the Debtors shall not take any
action against AIG in this Court inconsistent with the
terms of such documents, including any proceeding to
estimate a claim under the Insurance Program.

The Debtors inform the Court that this conversion will
result in substantial savings.  The Debtors estimate that,
after accounting for the Debtors' reimbursement of losses
under the Deductible Structure, the Debtors would save
approximately $1,948,000 by converting the Guaranteed
Cost Structure to the Revised Structure, retroactive to
June 23, 1997.  The above savings estimate may be
understated, insofar as such estimate does not take into
account the interest savings or earnings attributable to
AIG's refund of approximately $6,500,000 of the Guaranteed
Cost Premium upon conversion to the Revised Structure.

PARTY WORLD: Hearing Date for Rejection of Contracts
January 15, 1998 has been set as the date for the hearing
on the debtors', Party World, Inc., and Party America,
Inc., motion for authority to reject executory contracts.

PHOENIX INFORMATION: Equity Committee Wants Counsel
The Official Equity Security Holders' Committee is seeking
to retain Adelman Lavine Gold and Levin as counsel to give
the Committee legal advice with respect to its duties, the
operation of the debtor's business, to advise in the
formulation of a plan, and to assist the Committee in
requesting the appointment of a Trustee or examiner should
such action become necessary.

RDM SPORTS: Sale of Hutch Sports
RDM Sports Group, Inc., et al., debtors, request court
approval of certain bidding procedures for the sale of
substantially all of the assets of Hutch Sports USA Inc.
A hearing will be held on January 16, 1998.  Bids must be
in excess of $250,000.  The highest and best bid received
by January 21, 1998 shall be come a protected bid.  The
debtors, the Unsecured Creditors' Committee, the
Bondholders' Committee and Foothill Capital Corporation
will review all timely advance bids and will determine
which advance bids qualify as a protected bid on January
22, 1998.

RDM SPORTS: Trademark License Agreement Order
This matter first came before the court on a motion of the
Official Committee of Unsecured Creditors of RDM Sports
Group, Inc. and related debtors regarding compliance with a
trademark license agreement with Maurice Pincoffs Company,
Inc. The debtors sought ratification of the agreement, and
the court entered an order based on the facts presented at
the ratification hearing.

The license agreement provided that the debtor parties, as
licensor, gave Pincoffs the exclusive right to use names
and trademarks on certain home gym fitness products.  The  
agreement was entered into without court authority after
the petition in Chapter 11 was filed.  The agreement
provided for a term of ten years and Pincoffs was required
to pay a 2% royalty on all licensed products sold.  

The court determined that this agreement was not in the
ordinary course of business and that the court can not
ratify the license agreement.  The court relied on the fact
that Pincoffs directed a letter to each of the customers
that had a purchase order with the debtors, asking them to
reissue a purchase order with Pincoffs, as the factual
basis for determining that this agreement was not within
the ordinary course of business.

The court is unable to say that the terms of the license
agreement represent the highest and best obtainable value
for the license agreement.  The license agreement will be
auctioned for sale, and the Pincoffs have the right to
participate in the Auction Sale.  The Committee has through
and including January 30, 1998 to commence an adversary
proceeding against Pincoffs to seek affirmative relief.

SA TELECOMMUNICATIONS: Scheduling Proposed Sale to EqualNet
SA Telecommunications, Inc. et al., debtors are seeking an
order authorizing an auction at which the debtors may sell
substanitally all of their assets to EqualNet Holding Corp.

The amount of consideration to be paid by Equal Net shall
be the amount of the DIP Financing provided to SA Telecom
by The Willis Group, plus a cash payment in an amount equal
to the excess of $3 million over the outstanding DIP plus
all cure payments as defined in the agreement plus a
payment in the amount of $22,500 per day for the period
from January 30, 1998 through the closing date, not to
exceed $472,500 plus a promissory note to Greyrock Business

In order to be a qualified competing bidder, the competitor
must offer a bid with a fair market value which exceeds by
$750,00 the fair market value of the total consideration to
be paid by EqualNet.  February 9, 1998 is set for the Sale
Approval Hearing.  A break-up fee of $400,000 has been
proposed by EqualNet, and a maximum expense reimbursement
of up to $150,000.

SA TELECOMMUNICATIONS: Greyrock Replies to Committee
Greyrock Business Credit filed a response to the objection
of the Committee to the debtors' motion for an order
approving the breakup fee and minimum overbid provisions
and approving the overadvance facility under the post-
petition lending facility.

The Committee stated that the Letter of Intent between the
debtors and EqualNet provides that until the Greyrock DIP
facility is repaid in full, Greyrock will enjoy both a
first priority lien on the assets acquired by Equalnet as
well as a first priority lien on the consideration paid by
Equalnet to the debtors for such assets.  "The granting to
Greyrock of this double collateral package is unfair and
prejudicial to the creditors of these estates."  The
Committee argues that allowing Greyrock to expand its lien
will result in an undue windfall, while burdening the
creditors with a delay.

Greyrock states that the court should grant the debtor's
motion because the Committee appears to be operating under
the misapprehension that the same assets that are the
subject of Greyrock's pre-petition liens and DIP financing
liens will, after a sale to Equalnet is consummated,
continue to collateralize the Greyrock loan and will
continue to have the same value as prior to the sale.  

Currently, Greyrock has a security interest in all of the
debtor's assets.  Greyrock states that if the automatic
stay were lifted, Greyrock could conduct a sale of an
ongoing buisness.  Once the sale to Equalnet is concluded,
the debtors' subscriber bases will be integrated into
Equalnet's subscriber base.  Upon resale in the event of
foreclosure by Greyrock, there will be less value if
subscribers tire of changing companies.  Also, the debtors'
assets will be commingled with Equalnet assets, and the
process of untangling them to assert a lien by Greyrock
will be  difficult.  

To compensate Greyrock for the increased risk it is taking,
Greyrock is entitled under the proposed sale to a lien on
the Preferred Stock being given by EqualNet.  Greyrock
argues that permitting Greyrock to retain a lien on the
subscriber base being transferred does not adversely impact
creditors.  Or, if it does, it is only as a delay since
creditors cannot resort to the Preferred Stock until
Greyrock has been paid by Equaltnet, and Greyrock argues
that this delay could be minimized by a sale of the
Preferred Stock, with the proceeds being set aside to
satisfy Greyrock's claim.


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S U B S C R I P T I O N   I N F O R M A T I O N   
Troubled Company Reporter is a daily newsletter, co-
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Debra Brennan, Editor.   
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