TCR_Public/980115.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, January 15, 1998, Vol. 2, No. 10

ALPHASTAR: Wants to Reject AT&T and Turner Vision
BARNEY'S: Seeks to Reject Equipment Leases
CAMPO ELECTRONICS: Wants To Sell Chattanooga Prop For $2.5M
DEBBIE REYNOLDS: Disclosure Statement
GAYLORD: Order Authorizes Cash Collateral

GAYLORD: Receives Extension to Assume or Reject Leases
GENERAL WIRELESS: FCC Moves to Dismiss Cases
GUY F. ATKINSON: Exclusivity Extended To January 31
KENWIN: Objects to Bank's Examination
L.A. GEAR: Files for Reorganization

L.LURIA: Application to Employ Special Counsel
LIL' THINGS: Substitute of Liquidator
Q-ENTERTAINMENT: Sunbelt Seeks Relief from Automatic Stay
RICKEL HOME CENTERS: Applies to Retain Special Counsel
RICKEL HOME CENTERS: Asks to Assume and Assign Leases

RICKEL HOME CENTERS: Debtor Wants to Reject Agreement
UNITED HEALTHCARE: City of Newark Seeks Payment of Liens
WESTERN PACIFIC: Court Orders Stipulation With GECC
WESTERN PACIFIC: Judge Dismisses Bid to Repossess Jets
WESTERN PACIFIC: Sets Payment Schedule with Seattle


ALPHASTAR: Wants to Reject AT&T and Turner Vision
The debtors, Alphastar Television Network Inc. and Tee-
Comm Distribution, Inc., debtors filed a motion for
authorization to reject executory contracts between the
debtors, AT&T and Turner Vision, Inc.

BARNEY'S: Seeks to Reject Equipment Leases
A hearing will be held on January 20, 1998 seeking an
order authorizing the debtors to reject certain unexpired
leases of furniture, fixtures and equipment located at the
debtors' Westport store to the extent that they are "true"
leases, and to abandon the equipment.

The debtors do not believe that the purported equipment
leases are binding and enforceable leases.  Nevertheless,
they seek to reject the purported equipment leases in
order to terminate the accrual of any additional
administrative expenses in the event that the court
determines that they are "true leases".

Once the Westport store is closed, the equipment located
therein will have no value to the debtors.  Accordingly,
the debtors intend to abandon the equipment to the
purported equipment lessors.

CAMPO ELECTRONICS: Wants To Sell Chattanooga Prop For $2.5M
According to Federal Filings, Inc., CAMPO ELECTRONICS
authority to sell the Chattanooga, Tenn., property where
one of the retailer's closed stores lies to PPG-Chattanooga
L.L.C. for $2.5 million.  Campo said PPG's offer followed
months of active marketing of the property by listing agent
Sterling Properties.

DEBBIE REYNOLDS: Disclosure Statement
On December 31, the Disclosure Statement to accompany the
debtors' joint plan of reorganization dated December 30,
1997 by Debbie Reynolds Hotel & Casino, Inc., Debbie
Reynolds Management Company, In., and Debbie
Reynolds Resorts, Inc. was filed.

The plan provides the following treatment for claim of

Class 1. Priority Claims - Unimpaired.

Class 2. Tax Claims - Unimpaired.

Class 3. Miscellaneous Secured Claims - Unimpaired.

Class 4. Deed of Trust Claims - Impaired.
Paid in full excluding late payment fees, penalties,
interest at default rates.  In the event that an
Alternative Transaction Proposal is presented by the
debtors or is considered by the bankruptcy court at the
confirmation hearing, the holder of each Deed of Trust
Claim shall have the right to credit bid the Allowed Claim
of such holder in the event that an Alternative
Transaction Proposal or any other sale proposal is
considered by the bankruptcy court at the Confirmation

Class 5. Capital Lease Claims - Impaired.  Paid in full
excluding late payment fees, penalties and interest at any
default rate.

Class 6. YESCO Claim - Impaired. YESCO will receive

Class 7.  General Unsecured Claims - Impaired.  Each
holder shall receive the lesser of such holder's Allowed
General Unsecured Claim or such holder's pro rata share of
the remaining funds available.

Class 8. Time Share Unit Owners - Unimpaired.

Class 9.   DRMC and DRRI Common Stock - Unimpaired.

Class 10. Equity Interests and Equity Interests-Related
Claims - Impaired. Holders shall retain the Old Common
Stock whcih shall be 15% of the equity in Reorganized
DRHCI without further act or action.

In conjunction with the plan, the court entered an order
approving a $250,000 bridge loan with Central Florida
Investments, Inc., but the court did not allow the "Break
up Commitment Fee" of $150,000 and the court did not
permit the Exclusivity provision.

GAYLORD: Order Authorizes Cash Collateral
Judge Charles M. Caldwell entered an order authorizing
the debtors, Gaylord Companies, Inc. (and affiliate
companies), the use of cash collateral and providing
adequate protection, extending the term of the original
cash collateral order for one week through January 17,
1998.  Greenfield Commercial Credit, LLC, party to the
cash collateral order objected to the extension, and
Greenfield's objection is not deemed waived by this

GAYLORD: Receives Extension to Assume or Reject Leases
The debtors, Gaylord Companies, Inc.(and affiliated
companies) sought an extension of time to assume their
respective leases of non-residential real property until
Friday March 13, 1998.  The court held an expedited
hearing and entered the order.

GENERAL WIRELESS: FCC Moves to Dismiss Cases
It was reported by Federal Filings, Inc. that The Federal
Communications Commission has asked the court to dismiss
the bankruptcy cases of the 14 General Wireless units
because they were filed in bad faith.  Among other
arguments in favor of dismissal, the FCC asserted that the
subsidiaries have virtually no non-insider creditors (other
than the FCC), the units have no operations or employees,
and the cases were selectively filed to attempt to immunize
the parent companies from the burden of bankruptcy.

GUY F. ATKINSON: Exclusivity Extended To January 31
Federal Filings, Inc. reported that ATKINSON (GUY F.) CO.
OF CALIFORNIA (ATKNQ) received an extension of its
exclusive period to file a reorganization plan to Jan. 31
and co-exclusivity with the banks, bonding companies, and
creditors' committee from that date until March 31.  In
addition, following lengthy negotiations, Atkinson won
approval of an interim procedures agreement with proposed
purchaser Clark Construction Co.

KENWIN: Objects to Bank's Examination
Kenwin Shops, Inc., et al., debtor opposes the Bank of
Louisiana's presentment of an order directing the
examination of certain individuals under Rule 2004 and The
Sterling Bank.  The Bank of Louisiana administered credit
card accounts of the debtor.  Actions were commenced by
both parties on the same day about one year ago.

The Bank of Louisiana ("the bank") requested that the
court lift the automatic stay with respect to its action,
and the court agreed to lift the stay as of January 23,
1988.  The bank now seeks to examine the debtor's
principals to "trace these credit card payments."  The
debtor objects that a Rule 2004 is being used by the Bank
to circumvent the Federal Rules of Civil Procedure in the
adversary proceeding.  The debtor claims that the Bank is
seeking to obtain information to assist it in the District
Court Action.  The debtors also argue that the request for
a Rule 2004 will cause undue expense to the debtors, and
is a form of harassment which should not be condoned.

L.A. GEAR: Files for Reorganization
L.A. Gear, Inc. (OTC:LAGR) announced today that it has
reached an agreement with an unofficial committee of
bondholders holding L.A. Gear 7.75% Convertible
Subordinated Debentures due 2002 concerning the terms of a
comprehensive financial restructuring of the company's debt
and equity interest.

L.A. Gear also announced that it has filed a voluntary
petition for relief under the reorganization provisions of
the United States Bankruptcy Code to implement the
restructuring agreed to with the unofficial bondholders
committee.  L.A. Gear stated that it intends to file its
plan of reorganization shortly, perhaps as early as next

During its reorganization, L.A. Gear will continue to
operate through its subsidiaries.  None of these
subsidiaries, including its principal operating
subsidiary L.A. Gear, California, Inc., are obligors under
the Debentures and none have filed reorganization cases.  
L.A. Gear expects to continue its day-to-day business
activities without interruption.

"We view our agreement with the unofficial bondholders
committee and the reorganization case intended to implement
the agreement as an opportunity to begin focusing on L.A.
Gear's long-term success," said David Gatto, L.A. Gear
chairman and chief executive officer.  "During our
restructuring process, we fully expect to deliver all of
our pending orders and to proceed with our fall
1998 line of footwear."

The agreement between L.A. Gear and the unofficial
bondholders committee provides that holders of the
Debentures will receive up to 2,375,000 shares of
a newly created Series A Voting Participating Convertible
Preferred Stock. Additional shares of new Series A Voting
Participating Convertible Preferred Stock will be divided
among other unsecured creditors, and holders of L.A. Gear's
existing Series B Preferred Stock and Libra Investments,
L.A. Gear's investment advisor.

The new Series A Preferred Stock will have one vote per
share with respect to all matters submitted to a vote of
the shareholders but not as a separate class, and a
liquidation preference equal to $10 per share.  The holders
of Series A Preferred Stock will be entitled to elect two
members of the Board of Directors of reorganized L.A. Gear.  
Beginning in 2001, the company will pay dividends on the
new Series A Preferred Stock in an amount equal to 70
percent of the prior year's earnings before interest and

In addition, no dividends will be paid on any other class
of L.A. Gear stock until $10 in dividends have been paid on
each share of new Series A Preferred Stock.  In the event
that L.A. Gear fails to pay any dividends, in accordance
with certain projections presented in the disclosure
statement to be filed with the plan of reorganization, each
share of new Series A Preferred Stock will convert, at the
option of the holder, to up to 100 shares of the new
Common Stock.  Upon payment of $10 in dividends on each
share of new Series A Preferred Stock, each share of the
new Series A Preferred Stock will convert into one share of
new Common Stock of L.A. Gear.

The plan of reorganization also will provide that all of
the new Common Stock of reorganized L.A. Gear will be
initially issued to the holders of L.A. Gear's existing
Series B Preferred Stock and to Libra Investments.  
Accordingly, all of the currently issued and outstanding
shares of Common Stock of L.A. Gear will be eliminated
without consideration.

"We believe that the new L.A. Gear that will emerge from
the reorganization case will be more efficient, more
focused on customer satisfaction and better able to provide
to the customer high quality products with innovative
designs," said Gatto.  "The restructuring initiatives the
company has undertaken over the last year, and this
reorganization process, have been difficult and painful for
us, but L.A. Gear now is in a better position to maximize
the value of its brand name than it has been for the past
several years.  We are excited about the future prospects
of this company."  

L.A. Gear is represented by Hennigan, Mercer & Bennett and
the unofficial bondholders committee is represented by
Sidley & Austin.  The reorganization case was filed in the
United States Bankruptcy Court for the Central District
of California.  

L.LURIA: Application to Employ Special Counsel
L.Luria & Son, Inc. has filed a motion for an order
authorizing the debtor to employ Ira M. Elegant, Esq. and
BuchBinder & Elegant, P.A. as special counsel and tax
advisors to the debtor.

The debtor seeks this authority to engage Elegant and
BuchBinder & Elegant, P.A. to continue their representation
of the debtor in respect of the 1997 tax assessment.

LIL' THINGS: Substitute of Liquidator
LiL' Things, Inc., debtor and the Official Committee of
Unsecured Creditors give notice of the substitution of a
liquidator for the sale of the debtor's furniture fixtures
and equipment.  Hilco/Great American Group conducted GOB
sales of the debtor's inventory.  The debtor has
essentially completed the process of liquidating and
selling its inventory to Hilco.  The debtor has begun
sales of its furniture, fixtures and equipment(FF&E).  
Hilco failed to bid on the FF&E and National Retail
Equipment Liquidators Incorporated submitted the high bid
for the liquidation of the debtor's FF&E.  

Q-ENTERTAINMENT: Sunbelt Seeks Relief from Automatic Stay
SunBelt Amusement and Vending, Inc., a creditor of the
debtors, Q-Entertainment, Inc. et al. is seeking an order
granting SunBelt relief from the automatic stay.

SunBelt states that it has a claim in excess of $820,000.
The debtor purchased amusement games, arcade equipment and
other related equipment pursuant to a Note and Security
Agreement.  SunBelt was granted a perfected first priority
lien and security interest in the equipment.  After the
down payment, the debtors failed to make a subsequent
payment.  SunBelt claims that it should have relef from
the stay due to the rapidly depreciating value of
Sunbelt's collateral and the lack of adequate protection.  
The equipment remains in use by the debtors, and it is,
according to SunBelt rapidly declining in value with age,
depreciation and wear and tear.  SunBelt requests that the
debtors be prohibited from using the equipment or use of
the equipment should be conditioned upon debtors providing
adequate protection to SunBelt.

RICKEL HOME CENTERS: Applies to Retain Special Counsel
Rickel Home Centers, Inc., debtor has asked to employ and
retain Duane Morris & Heckscher LLP as special counsel for
the debtor.  The debtor has engaged the firm to pursue
Recovery Actions against certain defendants with respect
to whom Young Conaway (debtor's bankruptcy counsel) is
conflicted.  In addition to those actions, Duane Morris &
Heckscher may provide other limited services to the debtor.

RICKEL HOME CENTERS: Asks to Assume and Assign Leases
On January 22, 1998 a hearing will be held to consider the
entry of an order granting the debtor, Rickel Home
Centers, Inc. the authority to assume and assign its
remaining nonresidential real property leases.  

The leases are those that Rickel Realty LLC desires to
purchase pursuant to that certain stalking horse floor
payment price agreement, the terms of which were approved
on 12/24/94 (the "Stalking Horse Agreement") or such
entity or entities that the debtor in consultation with
the Official Committee of Unsecured Creditors determines
provides the most value for the debtor's estate.  The
debtor is currently a party to 43 leases that have not been
assumed curing this case.  The stores are located primarily
in urban and suburban communities in New Jersey,
New York, Pennsylvania and Delaware.

RICKEL HOME CENTERS: Debtor Wants to Reject Agreement
The debtor, Rickel Home Centers, Inc. entered into an
agreement with Plainbridge, Inc.  Pursuant to the
Plainbridge Agreement, Plainbridge sold the Rickel home
improvement retail business located at various locations
in new Jersey, Pennsylvania, New York and Delaware to the
debtor.  Although payment was made to Plainbridge for the
sale in 1994, certain obligations continue.

The debtor and Plainbridge must preserve and keep all
books and record for a period of eight years, indemnify
and hold harmless the other party and certain other
related persons from liabilities and damages, and the
debtor is obligated not to use or operate any of the
leased premises.  

The debtor is presently in the process of soliciting and
evaluating bids for the sale of its leases, and January
22, 1998 is the date of the hearing of the debtor's motion
for the approval of the disposition of its property, to
assume and assign those of its remaining leases that will
be sold.  The debtor no longer needs Plainbridge to
perform its obligations under the lease, and the
Plainbridge Agreement has become burdensome to the debtor.  
The debtors request a special bar date for Plainbridge to
file a proof of claim.

UNITED HEALTHCARE: City of Newark Seeks Payment of Liens
On October 27, 1997 the court approved the sale of real
property of the debtor, United Healthcare System, Inc.  
The city of Newark has no objection to the terms of ht
sale so long as the city's tax liens and other municipal
charges are satisfied out of the proceeds f the sale.  The
total amount of the City's secured interest in the
proceeds of the sale is $658,355.86.  The property sold
for $725,000.

WESTERN PACIFIC: Court Orders Stipulation With GECC
Judge Sidney Brooks entered an order on January 5, 1998
approving the Stipulation between Western Pacific
Airlines, Inc., debtor and General Electric Capital
Corporation (GECC).  

The Stipulation was negotiated in connection with and was
a condition to the closing on the debtor's sale of
aircraft rights to GECC, which was approved by the court
pursuant to that certain stipulated order authorizing
Western Pacific to assume and sell aircraft rights and
related assets to GECC and to terminate executory
contracts, entered on November 28, 1997.  

The debtor is authorized and directed to establish the
reserve account and GECC shall be deemed to have a
security interest therein. The leases shall remain in full
force and effect and the debtor has agreed to perform all
of its obligations thereunder.

WESTERN PACIFIC: Judge Dismisses Bid to Repossess Jets
The Denver Post reported on 01/13/98 that a federal
district court judge dismissed an appeal filed by an
aircraft leasing company that had sought permission to
repossess three Boeing 737 jets from Western Pacific

"This is a total victory for WestPac," said Gregory Buhler,
the airline's general counsel, about U.S. District Court
Judge John L. Kane Jr.'s decision on Monday.  Boullioun
Aircraft Holding Co. had appealed a ruling by U.S.
Bankruptcy Judge Sidney Brooks last month that approved an
investor's plan to lend $30 million to WestPac. The
investor, Smith Management Co., extended the loan as
part of its effort to take over the airline, which is in
Chapter 11 bankruptcy.

Boullioun has leased WestPac three of the airline's 18
planes. Smith Management's financing plan for the airline
included a provision that would allow the investor to
direct WestPac executives to "assign" its aircraft leases
to other companies - in effect, sublease them - under
certain circumstances, as a way to generate cash to
collateralize Smith's loans. WestPac's lawyers said
lenders will not provide financing for companies in Chapter
11 if they can't safely collateralize their loans.

But Boullioun said the assignment provision violated its
leases with WestPac and the court should give the lessor
the right to either repossess its planes or amend the
financing plan to give Boullioun more protection for its

Kane sided with WestPac, claiming in his decision that "the
nature and risk of extending post-petition financing to a
Chapter 11 debtor are such that no lender would be willing
to do so without assurances that the collateralization
provisions for which it bargained in good faith are

On another matter, WestPac said it has reached an agreement
with Mountain Air Express under which WestPac will pay MAX
$100,000 a week to operate seven daily round-trip turboprop
flights between Denver International Airport and
Colorado Springs.

WESTERN PACIFIC: Sets Payment Schedule with Seattle
Western Pacific Airlines, Inc. and the Port of Seattle
agreed to specific payment dates for rent, landing fees
and other charges.  The agreement covers the period from
July of 1997 through the present.  The agreement calls for
a payment of at least $140,000 until the date February 15,
1998 at which time all post-petition rents, fees and
charges will be due as normal.


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