TCR_Public/980128.MBX    T R O U B L E D  C O M P A N Y   R E P O R T E R
     Wednesday, January 28, 1998, Vol. 2, No. 19                      

ANCHOR RESOLUTION: Noteholder Bid To Extend Stay Rejected
BIG RIVERS: PacifiCorp Files Notice of Appeal
BRADLEES: Fiscal Update
BRADLEES: To Sell Hempstead Property
CAMBEX: Announces Reorganization Plan

CAMELOT MUSIC: Completes Successful Reorganization
CINCINNATI MICROWAVE INC: Files Financial Statements
CONSOLIDATED STAINLESS: Needs Time to Decide on Leases
DOW CORNING: Applies to Retain Insurance Coverage Counsel
FLOWIND: Asks To Extend Exclusivity

GUY F. ATKINSON: Seeks Exclusivity Extension To February 23
HARVEY ELECTRONICS INC: Shareholders Declare Ownership
MAIDENFORM: Enters into Outsourcing Agreements
MOBILEMEDIA: Motion to Continue Post-petition Financing
MOLTEN METAL: Applies to Employ Auctioneer

MOLTEN METAL: Committee Object to Special Counsel
MONTGOMERY WARD: Agrees to Refunds - Could Run $5 Million
REEVES INDUSTRIES, INC.: Creditors Receive Disclosure
RICKEL HOME CENTERS: Gets Two New Bids Over $35 Million

STRAIGHT ARROW: Settlement of Proofs of Claim
UNIROM-TECHNOLOGIES: Placing Subsidiary in Bankruptcy
VENTURE: Hires Professionals to Lead the Way
VENTURE: Organizational Meeting to Form Committees
WORLD PLUS: Trustee Urges $16 Million Judgment

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ANCHOR RESOLUTION: Noteholder Bid To Extend Stay Rejected
As reported by Federal Filings, Inc. on January 26, 1998,
Anchor Resolution Corp.'s senior secured noteholders lost
their bid to extend a stay pending appeal of the
liquidating plan confirmation order, which expired Jan. 16,
because "they have been cavalier in pursuing their cause."  
U.S. District Court Chief Judge Joseph J. Farnan Jr.
chastised the noteholders for not heeding the bankruptcy
court's advice when it granted a limited stay of
confirmation on Dec. 11.

BIG RIVERS: PacifiCorp Files Notice of Appeal
PacifiCorp Kentucky Energy Company and PacifiCorp Power
Marketing, Inc. are appealing from the Bankruptcy Court's
Order of January 12, 1998 disallowing two claims totaling
in excess of  $25 million.

The appellants will raise among other issues, whether the
Bankruptcy Court erred in disallowing the claims, whether
the Court erred in ruling that the "Omnibus Agreement" was
not an executory contract, whether Big Rivers had
obligations under the Omnibus Agreement, and whether the
Omnibus Agreement was void and unenforceable due to the No
Shop Clause.

BRADLEES: Fiscal Update
For the month ended October 4, 1997, Bradlees Inc. reported
that On Total Sales of $ 119,208,000 , the company reported
Net income of $2,428,000.

For the month ended November 1, 1997, the company reported
that on Total Sales of $121,977,000, the company reported
Net income of $3,490,000.

The Debtors have filed a full-text copy of the New DIP
Financing Agreement with the Securities and Exchange
Commission.  A copy is available at no charge via the
Internet at:

BRADLEES: To Sell Hempstead Property
Bradlees, Inc., Bradlees Stores, Inc., and New Horizons of
Westbury, Inc. tell the Court that they desire to sell
certain unimproved real property located at the corner of
Ellison Avenue and Taylor Avenue in the Town of
Hempstead, County of Nassau, State of New York, to RM
Westbury LLC under the terms of a Purchase Agreement as
modified through January 22, 1998.  

Subject to any higher and better offers for the Westbury
Property, RM Westbury offers to pay the Debtors $7,844,150.   
RM Westbury's payments are to be made in three stages, two
of which have already occurred:  a Non-Refundable $5,000
Ernest Payment, a $350,000 Deposit, and $7,395,000 at

By this Motion, the Debtors ask the Court to approve notice
and bidding procedures in connection with soliciting and
higher and better offers.  The Debtors request that the
Court approve a $225,000 overbid, $100,000 bidding
increments at any auction, a 10% cash deposit from any
competing offeror, and a $50,000 Break-Up Fee to RM
Westbury in the event its bid is upset.  

CAMBEX: Announces Reorganization Plan
Cambex Corporation announced that it has reached agreement
with the Official Committee of Unsecured Creditors on the
terms of a reorganization plan in the company's Chapter 11
proceedings.  Under the agreement, unsecured creditors will
be paid in full over a period of 36 months or, at the
option of each creditor, they can be paid 80 percent of
their claims over the same period, and, in addition,
receive common stock in Cambex.

If all unsecured creditors elect to receive stock in lieu
of a portion of their claims, creditors would hold
approximately 18 percent of the outstanding common stock in
the reorganized company.  Existing Cambex common
shareholders would hold the balance.  Cambex expects to
file its reorganization plan with the Bankruptcy Court
within the next few days, and hopes to emerge from Chapter
11 at the conclusion of the court approval process in
approximately 2 months.

"I am pleased that we were able to reach agreement with the
Creditors' Committee so expeditiously," said Joseph F.
Kruy, president and chief executive officer of Cambex.  
"The Chapter 11 has given Cambex the opportunity to
structure a full payout plan with creditors, and to
strengthen our business."

Gregory Mazmanian, chairman of the Creditors' Committee,
said, "the members of the Committee believe the terms of
the plan are in the best interest of Cambex's creditors and
they support Cambex's reorganization efforts."

CAMELOT MUSIC: Completes Successful Reorganization
Camelot Music, Inc., a 305 store retail music chain,
announced today its emergence from reorganization
proceedings under Chapter 11 of the Bankruptcy Code.  
Camelot's Plan of Reorganization, which was supported by
all of its major creditors, calls for substantially all of
the company's indebtedness to be converted into equity in
the reorganized company.  Camelot Music, based in North
Canton, Ohio, is primarily a mall-based music retailer
operating in 34 states.

During its restructuring, Camelot maintained extremely
constructive relationships with its major creditors.  The
company's large trade vendors have agreed to provide
Camelot with favorable trade terms and the company's
landlords have agreed to modify certain lease obligations
for Camelot stores.

Creditor confidence was exemplified by their support of
Camelot's purchase of The Wall, a 153 store music retail
chain based in Philadelphia, Pennsylvania, prior to the
confirmation of Camelots Plan of Reorganization.
With locations throughout the Northeast and mid-Atlantic
regions, the acquisition of The Wall will substantially
improve Camelots presence in that geographic region.  Once
the acquisition of The Wall is complete, Camelot will
be the third-largest music retailer in the United States
with combined annual revenues in excess of $550 million.

In referring to the purchase of The Wall, James E. Bonk,
President and Chief Executive Officer of Camelot Music
said, "This unprecedented transaction  the acquisition of a
major company by a company emerging from Chapter 11   has
positioned Camelot as an even stronger competitor at this
exciting time in the music industry."

The company anticipates being publicly traded during the
first half of 1998 on the Nasdaq exchange.

CINCINNATI MICROWAVE INC: Files Financial Statements
Cincinnati Microwave, Inc. has informed the SEC that on
January 20, 1998, it filed an Amended Operating Statement
for the month ending December 31, 1997.  Cincinnati reports
a net loss of $800,433 on Total Revenue/Sales for December
of $242,384. This brings the total net loss of $3,796,375
on $3,851,044 since filing.

CONSOLIDATED STAINLESS: Needs Time to Decide on Leases
Consolidated Stainless, Inc., debtor filed a motion for an
order extending the time within which the debtor may assume
or reject unexpired leases of nonresidential real property.
A hearing is scheduled for February 10, 1998.

DOW CORNING: Applies to Retain Insurance Coverage Counsel
Dow Corning Corporation, debtor applied to retain Dickstein
Shapiro Morin & Oshinsky as insurance coverage counsel as
of August 1, 1997, to represent Dow Corning in connection
with breast implant coverage litigation filed by Dow
Corning against various insurance companies.

Dickstein Shapiro will coordinate and be lead counsel in
insurance settlement activities; and trial counsel in the
New York D&O Coverage Litigation. The firm will assist the
company in recovering the amounts owed it pursuant to a
judgment rendered in a case initially involving over 80
insurer-defendants and more than 600 contracts of
insurance. The specific individuals anticipated to be
involved in the case bill at hourly rates ranging from $400
per hour to $195 per hour. No retainer has been paid.

FLOWIND: Asks To Extend Exclusivity
Flowind Corporation, debtor is seeking an order extending
the exclusive period within which to obtain acceptances of
the debtor's plan of reorganization.  The debtor requests a
three-month extension to April 30, 1998.

The debtor states that this is a large and complex case.  
The debtor's wind power plants are encumbered by more than
$24 million in debt, and the debtor's schedules list more
than $4 million in unsecured claims. The debtors state that
at this time it would be counter-productive for the court
to deny this extension, and thereby allow the filing of a
competitive plan.

GUY F. ATKINSON: Seeks Exclusivity Extension To February 23
Federal Filings Inc. reported on January 26, 1998 that
Atkinson planned to seek an extension of its exclusive
period to file a reorganization plan through Feb. 23 at
Friday's hearing.  In addition, the construction company
was to ask the court to set a Feb. 6 sale hearing date.  
Last month, Clark Construction Co. presented a term sheet
for the acquisition of Atkinson that proposed to pay
Atkinson $1 million for the company name and 15% of profits
over the next four years, $6 million of which would be
guaranteed by Clark.

HARVEY ELECTRONICS INC: Shareholders Declare Ownership
Mr. Michael E. Recca and Harvey Acquisition Company have
informed the SEC that they are the beneficial owners of
1.92 million shares, representing 85% of the class of
shares of common stock, par value $0.01 per share, of
Harvey Electronics, Inc., a New York corporation.  Mr.
Recca is a member and manager of Harvey Acquisition
Company, LLC, a Delaware limited liability company ("HAC").  
Mr. Recca filed the Schedule 13D because of his position
with HAC.

MAIDENFORM: Enters into Outsourcing Agreements
Maidenform Worldwide, Inc. et al., debtors are seeking an
order authorizing the debtors to enter into a mainframe
outsourcing agreement with Litton Computer Services and an
applications outsourcing agreement with Keane, Inc. The
terms of the Litton bid provide for a three year contract,
at an annual cost of $807,012 while Keane's bid, which is
also for a three year term, will cost $985,600 annually.

By entering into the Mainframe Outsourcing Agreement with
Litton, the debtors state that they will significantly
improve their current data processing capabilities.  The
debtors estimate that the efficiency and enhancement of the
new agreement will save the debtors approximately $350,000
over the next year alone.  Pursuant to the Legacy
Applications Outsourcing Agreement, the debtor estimates
the resulting savings at $10,923 per year.

MOBILEMEDIA: Motion to Continue Post-petition Financing
The debtors, Mobilemedia Communications, Inc., et al., are
seeking approval of continued use of Cash Collateral and an
extension of the post-petition financing to July 31, 1998.  
The extension is reflected in a Fourth Amendment to the
credit agreement dated January 22, 1998.

The key terms of the Amendment include extending the
Maturity Date from January 30, 1998 to July 31, 1998;
reducing the Commitment from $200 million to $100 million
and an extension fee of one-quarter of 1% of the reduced
Commitment - payable on February 2, 1998. The debtors must
maintain specified EBITDA levels and are subject to
restrictions on their capital expenditures.

The debtors state that they are preparing to file the next
several months of the debtors' bankruptcy proceedings will
be critical to their successful reorganization.  The
debtors anticipate that they will spend approximately $30-
40 million per month to finance disbursements incurred in
the course of operating its business.

MOLTEN METAL: Applies to Employ Auctioneer
Molten Metal Technology, Inc., et al. applied to employ
Continental Plants Corporation as auctioneer and broker to
conduct public sales of certain excess manufacturing,
computer and office equipment and furniture and other
personal property and to act as broker in connection with
the solicitation and negotiation of private offers for
certain separate assets.

The debtors are lessees of certain properties consisting of
offices and warehouse space in Fall River, Massachusetts,
Houston Texas, Washington, D.C. and Waltham, Massachusetts.  
The debtors anticipate vacating the properties and
rejecting the leases.  Before the debtors may abandon the
premises and reject the leases, they must liquidate or
remove the remaining items of manufacturing, computer and
office equipment and furniture and other assets located at
these premises.

The firm, Continental Plants Corporation would advertise
and conduct sales of the assets at public sales to be held
beginning February 21 or 22, 1998. The firm would receive a
certain percentage of gross sales proceeds from each public
and private sale.

MOLTEN METAL: Committee Object to Special Counsel
The Official Unsecured Creditors' Committee filed an
objection to the debtors' application for authority to
employ special government counsel Latham & Watkins.

The Committee states that the debtors allege they require
assistance with "all aspects of nuclear and other service
contracting with the federal government" and that they wish
to employ special government counsel in connection with
ongoing government investigations.  However, the Committee
argues that the debtors have not demonstrated any reason
for employing the firm at this time.  The application does
not enumerate any government contracts with which the
debtors might require assistance, nor dies it provide any
detail concerning subpoenas which require a response by the
debtors.  The Committee claims that retention of Latham &
Watkins at this time would be premature, and that the
debtors' resources are extremely limited.

MONTGOMERY WARD: Agrees to Refunds - Could Run $5 Million
The Fort Worth Star-Telegram reported on 01/24/98 that
Montgomery Ward could refund up to $5 million to its credit
card customers under a settlement with the Texas Department
of Insurance, state regulators announced yesterday.
At issue is the retailer's marketing of credit life
insurance to shoppers who charged purchases. The policies
pay a person's debt if he or she dies, becomes disabled or
loses employment.

Insurance department attorneys said Montgomery Ward did not
disclose the insurance policies to shoppers.  For example,
regulators said the retailer encouraged shoppers "to buy
the Credit Security Plan by signing a line on charge
account sales slips without informing them that they were
purchasing a package of insurance coverages."

The company, in consenting to the order, disputed the
agency's allegations that it violated Texas consumer
protection laws.  As part of the order, Ward agreed to pay
$500,000 to reimburse the state insurance department for
its costs, but that could be offset by up to $400,000 in
credits for refunds made to customers.

The insurance department said Ward customers who purchased
the insurance between Nov. 1, 1994, and Feb. 28, 1997, will
receive refund offers in the mail. To qualify they must say
there were unaware they bought the coverage, ask
to cancel it and request a refund, department officials

One Price Clothing Stores Inc. Tuesday said it planned to
close about 75 underperforming stores and cut 300 jobs from
its work force of 5,300.

The off-price women's and children's apparel retailer said
the restructuring will save the company about $6.5 million
a year.

One Price, based in Duncan, S.C., also plans to add more
merchandise priced at $7 in its stores.

REEVES INDUSTRIES, INC.: Creditors Receive Disclosure
A Second Amended Disclosure Statement of the Reorganization
Plan of Reeves Industries, Inc. has been distributed to
creditors for acceptance. The Plan divides Claims and
Equity Interest into six classes and sets forth the
treatment afforded to each class:

Class   Type of Claim    Treatment
-----   -------------    ---------
N/A     Allowed          Paid in full, in Cash, as
        Administrative   allowed by the Court upon
        Claims           the Effective Date.

N/A     Allowed          Paid in full, in Cash,
        Priority Tax     upon the later of the
        Claims           Effective Date, the Final
                         Order, the Effective Pre-
                         petition date, or other

1       Allowed          Unimpaired -- Paid in full,
        Priority Claims  in Cash, upon the later of the
                         Effective Date or the Final Order.

2       Allowed General  Unimpaired -- Paid in full, in
        Secured Claims   Cash, on the Effective Date or
                         Final Order.

3       Allowed General  Unimpaired -- Shall be satisfied
        Unsecured Claims on the latest of the Effective
                         Date, the date it becomes an
                         allowed claim, the date it becomes
                         due and payable, or any such other
                         date agreed to.

4A      Allowed Senior   Impaired -- Old Senior Debt is
        Noteholder       cancelled as of the Effective Date
        Claims           and each noteholder shall receive
                         its Pro Rata share of (a) $70
                         million of New Senior Notes, (b)
                         $66 million of New Structurally
                         Subordinated Notes, and (c) a
                         22.47% equity ownership in RI.

4B      Allowed          Impaired -- Old Subordinated
        Subordinated     Debentures are cancelled as of the
        Debentureholder  Effective Date and each claim
        Claims           shall receive its Pro Rata share
                         of (a) $4.6 million of New Senior
                         Notes, (b) $7.4 million of New
                         Structurally Subordinated Notes,
                         and (c) a 2.53% equity ownership
                         in RI.

5        Affiliate       Impaired -- Shall be allowed as of
         Claims          the Effective Date.

6        Equity          Impaired -- Shall be retained and
         Interests       continue to be held by RI as such
                         in Reorganized Reeves.  Upon the
                         Effective Date, Equity Interest
                         holders will be impaired through
                         the dilution of RI Common Stock.

A Confirmation Hearing has been scheduled before the
Honorable Prudence Carter Beatty at the United States
Bankruptcy Court, Southern District of New York, for
February 26, 1998 at 2:30 p.m.

RICKEL HOME CENTERS: Gets Two New Bids Over $35 Million
Federal Filings Inc. reported on January 26, 1998 that
Rickel Home Centers Inc. is in ongoing discussions with two
leading bidders who emerged in addition to
the stalking horse bidder for the retailer's 53 remaining
leases and truck and trailer fleet.  Office supply chain
Staples Inc. and Starwood Ceruzzi have submitted bids in
excess of $35 million.  Due to Rickel's ongoing talks with
Staples and Starwood over non-economic terms of their bids,
the court has continued the sale hearing.

STRAIGHT ARROW: Settlement of Proofs of Claim
In the case of Straight Arrow Products, Inc., debtor, the
following stipulations have been approved by the court:

Claimant                  Original Amount    Allowed Claim

Bobby Allison
Motorsports, Inc.         $1.75 million       $1.25 million

Eugene Carter             $1,348,139.83        $50,000

Ronald P. Huber           $125,000             $26,500

California Air Resources
Board                     $100,000             $40,000

Dermagen Veterinary
Research Labs             $1,970,528.          $240,000

UNIROM-TECHNOLOGIES: Placing Subsidiary in Bankruptcy
On Jan. 26, 1998--Unirom Technologies (CANADIAN
DEALING NETWORK:UROM.) Unirom Technologies Inc. announced
that it is placing its subsidiary company Unirom Inc. in
bankruptcy.  Unirom Technologies Inc. is a public company
and trades on the CDN under the symbol UROM and has
approximately 10 million shares outstanding.  

VENTURE: Hires Professionals to Lead the Way
The Debtor, Venture Stores, Inc. received the Court's
authority to employ the law firm of Pepper Hamilton LLP as
bankruptcy counsel. Pepper Hamilton discloses that it
received $143,455 in connection with the planning of this
case and preparation of the initial documents.  Pepper
Hamilton further discloses that it received a $300,000
retainer for postpetition services.  Pepper Hamilton will
charge the Debtor its customary hourly rates.

The Debtor also received authorization to employ the law
firm of Kronish, Lieb, Weiner & Hellman as Special Counsel
to the Debtor. In addition to providing routine legal
services, the firm will negotiate and provide legal advice
and guidance to the Debtor and prepare any necessary
documents and take any other action, including litigation,
if necessary, with respect to Kimco Realty Corporation and
its affiliates. Kronish Lieb discloses that within the one-
year period prior to commencement of this Chapter 11 case
it received a $350,000 retainer from the Debtor. The Debtor
proposes to pay Kronish Lieb its customary hourly rates.

The Debtor is seeking authority to employ The Finley Group
as its financial advisor and reorganization consultant in
this chapter 11 case. The Finley Group received a $100,000
retainer for postpetition Services.  Finley will bill for
professional services at its customary hourly rates.

VENTURE: Organizational Meeting to Form Committees
The United States Trustee for Region III has tentatively
scheduled an organizational meeting to be held in
Wilmington at 1:00 p.m. on Monday, February 2, 1998.  
Contact Jack McLaughlin, Esq., at 215-597-2532 to
confirm the time, date and place of the organizational

WORLD PLUS: Trustee Urges $16 Million Judgment
The Anchorage Daily News reported on 01/18/98 that the
court-appointed trustee reviewing the defunct World Plus
investment business says that it amounted to an illegal
Ponzi scheme and that a $16 million judgment should be
entered against former investors.

But a lawyer representing several investors says the
recommendation by bankruptcy trustee Larry Compton is
premature because some legal issues are still unresolved.
World Plus collapsed two years ago when it was forced into
bankruptcy proceedings by the government. Ponzi, or
pyramid, schemes pay old investors by recruiting new ones.
An Anchorage federal judge in November characterized World
Plus operations as a Ponzi and entered at $2 million
judgment against RaeJean Bonham on behalf of the Securities
and Exchange Commission.

A formal recommendation by bankruptcy trustee Larry Compton
adds another layer. His conclusion is based on a first-of-
its kind accounting in the complex case, revealing how much
money investors placed with World Plus and how much
they earned.

Experts say that could mean 500 of Bonham's investors may
be forced to repay more than $16 million.  "You can tell
who the winners are and who were the losers," said Cabot
Christianson, an Anchorage lawyer representing the
bankruptcy estate. "This is the first time anybody,
probably including RaeJean, has been able to give a
number that was accurate."  Bonham is under federal
indictment on money laundering and mail fraud charges in
connection with World Plus, a Fairbanks airline ticket


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Troubled Company Reporter is a daily newsletter, co-
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Debra Brennan and Lexy Mueller, Editors.   
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