TCR_Public/980205.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, February 5, 1998, Vol. 2, No. 25                      

AL TECH : Hearing on  Sale of Certain Oregon Properties
ANGLO FABRICS: Files Chapter 11 Plan in So. District of NY
APS HOLDING: Lists 20 Largest Creditors
ARROW TRANSPORTATION: Rejects Lease Agreement with IBM
BARRY'S JEWELERS: Seeks Entry into Lease Amendments

BIG RIVERS: PacifiCorp Replies - Insists on Arbitration
BRUNO'S: Declares Finances and 20 Largest Creditors
CONSOLIDATED STAINLESS: SouthTrust Objects to Financing
ELDER-BEERMAN: Board Approves Actions
ELI WITT: Court Approves Settlements

ELI WITT: Seeks Extension of Time to Sell Ocala Property
HOMEPLACE STORES: Case Commences - Meeting of Creditors
HOMEPLACE STORES: Final Order Concerning Financing
HOMEPLACE STORES: Requests Real Estate Consultants
LAMONTS APPAREL: Declares Securities in SEC Filing

LAMONTS APPAREL: Emerges from Chapter 11
LEVITZ FURNITURE: Employment Contract for CFO
MARVEL: Skadden Arps Asks to Hold Settlement in Abeyance
MOLTEN METAL: Lender Agrees to Extend Loan
PACKAGING PLUS: Creditors File Involuntary Petition

PARAGON TRADE: Debtor Requests Approval of Special Counsel
PARAGON TRADE: Seeks Extension to Assume or Reject Leases
PARTY WORLD: Bar Date for Administrative Claims
PARTY WORLD: Order Grants Rejection of Executory Contracts
POCKET COMM.: FCC Weighs In on Licenses
WESTERN PACIFIC: Judge Orders Trustee Hearing


AL TECH : Hearing on  Sale of Certain Oregon Properties
Judge Carl L. Bucki entered an order to show cause for an
order authorizing the sale of certain properties in
Tigard, Oregon and Gresham, Oregon.  A hearing is set for
February 9, 1998 with respect to the Tigard property and a
hearing is set for February 23, 1998 with respect to the
Gresham property.

The debtor is owned by Korean and Canadian corporations
which are part of the Sammi Group of South Korea.  The
debtor is prepared to consummate a sales contract to
convey the Tigard Property to Yat Sam Wong at a purchase
price of $675,000.  Wong has set a deadline of February
13, 1998 for closing the sale of the property.

The debtor is prepared to enter into a sales contract to
sell the Gresham property to Genuine Parts Company at a
purchase price of $325,000.

The debtor asserts that the sale of the properties is in
its best business judgment.

ANGLO FABRICS: Files Chapter 11 Plan in So. District of NY
The Worcester [MA] Telegram & Gazette reports on February
3, 1998 that Anglo Fabrics Co., Inc. filed a Chapter 11
petition for reorganization with U.S. Bankruptcy Court for
the Southern District of New York on January 29.

The petition seeks authority to borrow money to complete $5
million in current orders. However, a hearing today will
determine whether a financial plan that would allow the
liquidation of all the company's assets after those orders
are filled is approved.

The U.S. Trustee has filed an objection to the financial
plan being heard today, arguing it does not protect the
interests of all creditors.

Anglo Fabrics has 244 employees in Webster and 21 at its
headquarters in New York. The company spins and weaves yarn
into wool and worsted fabric, then dyes and finishes the
material for sale to clothing and other manufacturers.

It has annual sales of about $28 million, according to
papers filed with the court. The petition cites collateral
of $18,109,409, with a debt of $10,043,815.55 to its
primary lender, Congress Financial Corp. of New England.

General Manager Fred Natkin, who has been with the company
for 45 years, said the liquidation of assets was one option
and that it was premature to say that would occur. "We'll
know in three weeks."

However, the future will have been decided by the time the
$5 million in orders is completed in three to four months.
Papers filed with the court last week noted that two
containers of yarn were "at the dock in Boston" and needed
to be paid for if the company was to meet its production

In its papers, the company argued that any delay in getting
and continuing financing would imperil the orders to be

Company president and owner David Siegel, in a statement
released yesterday, said Anglo Fabrics' financial
difficulties are the result of "increased competition over
the past decade from imported textiles and apparel sales
and a significant reduction in domestic apparel

Although the company made changes to make it more
competitive in the global marketplace, Siegel said, the
cost of retooling production "would be prohibitive and not
certain to return the business to profitability.

Webster, MA, Town Administrator Mark S. Stankiewicz said
the greatest effect would be the loss of jobs, not the loss
of tax revenue. Commerce Insurance is the town's largest
employer, with about 1,400 workers, and Cranston Print
Works is second, with about 400, Stankiewicz said.

The company taxes for fiscal year 1997-98 are $216,164, but
that includes a $170,313 lien for a disputed water-sewer
bill. The property taxes amount to $45,851. Bialy said the
company has not made its second tax payment, which was due
Dec. 31.

The company did not file its schedule of assets and
liabilities, statements of financial affairs and lists of
executory contracts with its Chapter 11 petition. It said
the automatic 15-day extension would be insufficient to
complete that work and asked for an additional 60-day

Anglo Fabrics said it would send notice of its requests "by
overnight mail" to all creditors, including those with
liens against the company, the Internal Revenue Service,
the New York state Department of Taxation and Finance, the
Massachusetts Department of Revenue, the town of Webster
and all parties having filed notice of appearance in the

In papers filed with the court, Anglo Fabrics said it has
negotiated an agreement with Congress Financial Corp. for
financing to complete existing orders and orders currently
being filled.

"Following the completion of such orders and in order to
maximize its business assets, the debtor (Anglo Fabrics)
will conduct an orderly liquidation of its assets with the
full support of Congress" Financial Corp., according to the
company's post-petition financial agreement with Congress.

The company's $18,109,409 collateral consists of: cash,
$57,621; accounts, $495,634; due from BNY Financial Corp.,
NationsBanc Commercial Corp. and Suntrust Bank, $353,924;
inventory, $13,349,066; parts and supplies, $675,420;
plant, property and equipment, $2,700,150; other, $477,595.

APS HOLDING: Lists 20 Largest Creditors
APS Bankruptcy News of February 3, 1998 (Issue 1) reports
the list of the 20 largest creditors of A.P.S., Inc., a
wholly owned subsidiary of APS Holding Corporation.

Creditor                       Nature of Claim       Amount      
--------                       ---------------       ------          
State Street Bank & Trust Co.       Bonds      $100,000,000

Standard Motor Products             Trade        10,092,941

A-1 Cardone                         Trade         7,256,922

Federal-Mogul Corporation           Trade         5,349,243

Exide Corporation                   Trade         5,336,709

Wagner                              Trade         4,764,660

Monroe Auto Equipment               Trade         4,679,465

Gates Rubber Co.                    Trade         4,196,517

Fel-Pro, Incorporated               Trade         4,045,220

Lakefront Manufacturing             Trade         3,357,686

Four Seasons Division               Trade         2,309,222

Champ Service Line                  Trade         1,794,511

Perfection Hy-Test Co.              Trade           825,461

Big A Filters                       Trade           814,473

Sure State, Div. of Exide           Trade           702,121

Cooper Automotive Division          Trade           582,121

Dana Corporation                    Trade           579,866

Valvoline Oil Co.                   Trade           570,189

Universal Brake Parts               Trade           329,991

Beck/Arnley Worldparts Corp.        Trade           315,629

ARROW TRANSPORTATION: Rejects Lease Agreement with IBM
Arrow Transportation Co. is seeking to reject a Term Lease
Master Agreement dated January 3, 1994 with IBM Credit
Corporation and wants to vacate the automatic stay with
respect to the computer equipment subject to the Lease and
revoke a direct debit authorization. Arrow states that it
no longer has any use for the equipment and believes
rejecting the Lease and vacating the automatic stay to
allow IBM to repossess and dispose of the equipment is in
the best interests of the estate. Arrow also wants the
direct debit authorization in connection with the lease to
be terminated as well.

BARRY'S JEWELERS: Seeks Entry into Lease Amendments
Barry's Jewelers, Inc. is seeking authorization to assume
certain modified leases of nonresidential real property.
The Debtor is also asking the Court to find that company's
prompt tender of the amounts specified in the lease
amendments shall satisfy their "cure" and "compensation"
obligations and that Barry's has provided its landlords
with "adequate assurance" of future performance under the
leases. Failure to retain the leases as modified would
cause a significant drop in both revenues and profit, and
would adversely affect the prospects for reorganization.

BIG RIVERS: Pacificorp Replies-Insists on Arbitration
PacifiCorp Power Marketing, Inc. (PPM) is seeking
enforcement of an arbitration agreement between PPM and Big
Rivers Electric Company, debtor. In its response to Big
Rivers, PPM claims that Big Rivers is now trying to extract
itself from its agreement by stating that the court is
precluded from enforcing the arbitration agreement because
determining the amount of PPM's claim is a core matter.

PPM states that determining the proper amount of the claim,
as opposed to allowing or disallowing that claim is not a
core matter.  Second, PPM says that the simplistic
core/non-core analysis proposed by Big Rivers is contrary
to the analysis mandated by the United States Supreme Court
with respect to enforcement of arbitration clauses.  PPM
states that enforcing the arbitration agreement does not
inherently conflict with the Bankruptcy Code, and that the
court should stay and refer the claim objection to

BRUNO'S: Declares Finances and 20 Largest Creditors
As reported yesterday, Bruno's, Inc., an Alabama-based
supermarket chain with stores throughout the Southeast,
declared bankruptcy in Delaware. Bruno's Bankruptcy News of
February 3, 1998 (Issue 1) reports the company declared
total assets of $780,808,000 and total liabilities of
$1,204,000,000 as of February 2, 1998. The company also
listed its 20 largest creditors:

Creditor                  Nature of Claim       Amount          
--------                  ---------------    ------------          

Marine Midland Bank,      10.5% Senior       $421,000,000    
  as Indenture Trustee    Subordinated
                          Bonds due 2005    

Safeway Stores Inc./      Trade                 4,995,760

Barner's-Birmingham       Trade                 3,708,486

Kraft General Foods       Trade                 2,460,800

Frito Lay                 Trade                 2,062,354

Anderson News             Trade                 1,719,828

Amerisource Corp.         Trade                 1,588,492

American Greetings Corp.  Trade                 1,484,122

Proctor & Gamble Dist.    Trade                 1,400,326

Monfort, Inc.             Trade                 1,315,838

Cook Publications         Trade                   995,906

Buffalo Rock/Birmingham   Trade                   972,909

Nabisco Foods Group       Trade                   934,295

Tyson Foods, Inc.         Trade                   862,106

Epson America, Inc.       Service Provider        795,557

R. Michael Conley         Deferred Compensation   759,000

Blue Bell Creameries,     Trade                   746,462

William J. Boltan         Severance Benefits      738,462

Bunzl Distribution USA    Trade                   705,273

Nestle Food Company       Trade                   661,857

The company has indicated that it has obtained a $200
million Debtor-in-Possession financing facility from The
Chase Manhattan Bank. That facility will provide the
financing the company requires to aggressively operate its
business while operating under the guidelines of Chapter

CONSOLIDATED STAINLESS: SouthTrust Objects to Financing
SouthTrust Bank, NA successor by merger to SouthTrust Bank
of Florida, successor by merger to SouthTrust Bank of
Orlando objects to the debtor obtaining secured post-
petition financing and the granting of adequate

SouthTrust is owed approximately $3.7 million on certain
obligations of the debtor, together with late charges,
interest and fees.  For providing "new credit", the debtor
proposes to give Mellon Bank NA security interests and
liens on SouthTrusts's collateral and seeks a Final Order
giving only Mellon stay relief upon an event of default,
allowing Mellon to foreclose on SouthTrust's collateral in
five days.  According to SouthTrust, the debtor is seeking
to borrow up to $19 million from SouthTrust post-petition
and the debtor is indebted pre-petition to Mellon at least
in the amount of $18 million. According to SouthTrust, the
debtor will enter into a DIP facility applying debtor's
postpetition revenues to reduce Mellon's pre-petition
secured debt.

The debtor, according to SouthTrust has not provided or
offered adequate protection to SouthTrust for the
continued use of the property securing the South Trust

ELDER-BEERMAN: Board Approves Actions
On January 29, 1998, the Board of Directors of The Elder-
Beerman Stores Corp. authorized an increase in the size of
the Board to nine members and elected Laura H. Pomerantz to
fill the one remaining vacancy. Pomerantz is currently
Senior Managing Director of Newmark & Co. Real Estate Inc.,
a full service commercial real estate firm based in New

Pomerantz has filed an SEC Form 8K indicating that she is
the direct owner of 1,300 shares of common stock and has a
Non-Employee Director Stock Option of 7,000 shares of
common stock at $10.89 per share.

Separately, the Board also approved a purchase price of
$60.00 per one one-hundredth of a new series of Class A
Preferred Stock, subject to adjustment, for the Rights
issued pursuant to the Rights Agreement between the Company
and Norwest Bank Minnesota, N.A., as Rights Agent. The
Rights Agreement was adopted on December 30, 1997, pursuant
to confirmation of the Company's plan of reorganization.

Copies of the Rights Agreement and the related summary of
Rights, which is attached as Exhibit C to the Rights
Agreement, are available free of charge from the Company.

ELI WITT: Court Approves Settlements
Judge Alexander L. Paskay entered orders granting the
motions of the debtor, The Eli Witt Company compromising
and settling two controversies.  The first, between The Eli
Witt Company, Liggett Group, Inc. and the H.T. Hackney Co.
and the second between The Eli Witt Company and Pension
Benefit Guaranty Corporation.

ELI WITT: Seeks Extension of Time to Sell Ocala Property
The hearing on the debtor's motion to sell its property in
Ocala Florida was scheduled for January 12, 1998.  The
debtor indicated at the hearing that the party interested
in purchasing the property requested an extension of time
to complete its due diligence. The possible purchaser has
until February 13, 1998 to complete its due diligence.  
Because the sale of the Ocala Facility is critical to the
plan, the debtor requests that the court extend for thirty
days, until March 2, 1998 the time within which the court
must approve the sale of substantially all of the Ocala

HOMEPLACE STORES: Case Commences - Meeting of Creditors
On January 5, 1998 Homeplace Stores, Inc., Homeplace
Stores Two, Inc, Homeplace Management, Inc. and Homeplace
Holdings, Inc. filed voluntary petitions under Chapter 11.

A meeting of creditors is scheduled for February 27, 1998  
at 10:30 AM at the J. Caleb Boggs Federal Building, 844
King Street, Room 2313, Wilmington, Delaware.

HOMEPLACE STORES: Final Order Concerning Financing
An order was entered on January 29, 1998 by Peter J.
Walsh, Bankruptcy Judge, validating and perfecting the
priority of the Junior Lenders' Liens.

The court approved a DIP financing arrangement with
BankBoston Retail Finance Inc.  The debtors may borrow up
to $110 million under the terms of the Loan Document and
may use the cash collateral of the Lender for the specific
purpose set forth in the Loan Documents.

HOMEPLACE STORES: Requests Real Estate Consultants
Homeplace Stores, Inc., and its affiliated companies, as
debtors, request authorization to employ and retain Retail
Consulting Services, Inc. as real estate consultants to
the HomePlace Group.

The debtors operate 98 stores in 24 states.  The debtors
seek to employ Retail Consulting to provide services
relating to the evaluation and re-negotiation of the
HomePlace Group's various leaseholds.  HomePlace has
agreed to pay Retail Consulting a retainer of $50,000 and
fees will be paid based on the saving Retail Conusulting

LAMONTS APPAREL: Emerges from Chapter 11
Lamonts Apparel, Inc. which operates 38 family apparel
stores in 5 northwestern states emerged from Chapter 11
protection on January 31, 1998 after a 3-year
reorganization that resulted in $42 million of financing
under an agreement with BankBoston, NA.

LAMONTS APPAREL: Declares Securities in SEC Filing
Pursuant to Sections 12D-15 of the Security and Exchange
Commission Act, Lamonts Apparel, Inc. of Kirkland, WA has
declared the termination of registration of 13% Senior
Subordinated Notes due 1995 and 11 1/2% Senior Secured
Notes due in 1999. The company has also declared the
termination of Common Stock, $.01 par value per share and
Series A Convertible Preferred Stock, $.01 par value per

Lamonts has also registered a stock option plan and Warrant
Agreement with the SEC (Form S8). The Registration
Statement covers (i) 1,333,729 shares of Class A Common
Stock, par value $.01 per share, that may be issued upon
the exercise of options granted under the Lamonts Apparel,
Inc. 1998 Stock Option Plan; (ii) 375,000 shares of Common
Stock which may be reserved by the Company for issuance
upon exercise of options granted under the Stock Option
Plan; and (iii) 381,065 shares of Common Stock that may be
issued upon the exercise of 25,404 Class C Warrants to be
issued, on a pro rata basis, to holders of options under
the Stock Option Plan.

LEVITZ FURNITURE: Employment Contract for CFO
Levitz Furniture Incorporated, et al., debtors, are
seeking authorization to enter into an employment contract
with Michael E. McCreery as the debtors' senior vice
president and Chief Financial Officer.  The debtors are
also seeking to amend the retention of EIG Management,
Inc. as special projects manager to debtors.

McCreery's agreement provides for an initial term to
August 9, 1999 with an automatic one year extension,
unless either party terminates the agreement upon 30 day
prior notice.  

His compensation is set for an annual base salary of
$275,000 and a bonus of at least $50,000.  The agreement
also provides for an emergence bonus.  The retention of
EIG Management must now be amended since McCreery is the
full time replacement for the interim services provided by

MARVEL: Skadden Arps Asks to Hold Settlement in Abeyance
In the bankruptcy cases In re Marvel Holdings, Inc., and
Marvel (Parent) Holdings Inc., the law firm of Skadden
Arps, Slate, Meagher & Flom LLP, representing Ronald O.
Perelman, Mafco Holdings Inc., MacAndrews & Forbes
Holdings Inc., Andrews Group Incorporated, William C.
Bevins and Donald G. Drapin, wrote a letter to Judge
McKelvie asking that the settlement proposed by Marvel
Holding, Inc., Marvel Holdings Inc. and LaSalle National
Bank, as successor indenture Trustee be heard on March 16,
1998, since at that time there will be greater clarity as
to Marvel Entertainment's future particularly with respect
to the value of Marvel Entertainment stock.  

They suggest that no hearing should be held or action
taken until such time as the trustee has had an opportunity
to become familiar with and determine what position to take
with respect to these matters.

Specifically, the letter states that the proposed
settlement raises several substantive and procedural
issues, as follows:

1) the propriety and amount of the proposed surcharge by
LaSalle on Marvel holding company noteholders who
participate in the settlement.

2)the propriety of a proposed $4 million payment to
LaSalle for "fees and expenses", with no further judicial
scrutiny for reasonableness.

3) the statement the claims in the LaSalle Action "belong
to" LaSalle, which claims were nominally brought on behalf
of noteholders and would seem to be inconsistent with
LaSalle's role as Indenture Trustee.

4) the propriety of LaSalle seeking to be relieved from
all liability in connection with Marvel-related matters.

MOLTEN METAL: Lender Agrees to Extend Loan
Federal Filings reports on February 3, 1998 that Molten
Metal's lender agreed to extend the term of a $7.7 million
short-term loan for one week, to Feb. 6, in order to
complete due diligence in connection with a possible $20
million medium-term loan.  The environmental technology
company secured the short-term loan on Dec. 22 to fund
operations and provide time to secure medium-term financing
from various potential sources.  The court entered a final
order on Jan. 6 approving the $7.7 million financing
agreement with Morgens Waterfall Vintiadis & Co. as agent.

PACKAGING PLUS: Creditors File Involuntary Petition
On Feb. 2, 1998, two Creditors of Packaging Plus Services,
Inc. filed a petition in the United States District Court
for the Eastern District of New York to preserve the
testimony and evidence of Packaging Plus Services Inc. and
its existing creditors in anticipation of being petitioners
in an Involuntary Bankruptcy Petition against Packaging
Plus Services Inc.  

According to public documents, the company filed its Sept.
30, quarterly report on 1-29-98 in which it reported its
total current liabilities almost double of its total
current assets, furthermore more than half of the current
assets accounted for, is reported as "Loans and Notes
Receivable" for which no explanation is included in the

The Creditors have alleged, among other things, misuse of
the Company's funds, and failure to honor the covenants and
agreements in the loan documents.

Under the bankruptcy code, when an involuntary petition is
filed, petitioners can seek the appointment of an interim
trustee to protect the company's assets pending
determination of the involuntary petition.  

PARAGON TRADE: Debtor Requests Approval of Special Counsel
Paragon Trade Brands, Inc. is seeking court approval of the
employment of Connolly, Bove, Lodge & Hutz as its special
local litigation counsel in the adversary proceeding The
Procter & Gamble Co. v. Paragon Trade Brands, Inc.

The firm has represented Paragon for approximately the last
four years in connection with this case, and the firm is
owed approximately $1,325 in unpaid invoices.

Paragon is also seeking court approval of the employment of
Rockey, Milnamow & Katz, Ltd. as its special patent
counsel. The firm has billed but unpaid invoices owing
totaling approximately $56,900.

PARAGON TRADE: Seeks Extension to Assume or Reject Leases
Paragon Trade Brands, Inc., debtor is seeking a court order
extending the time within which the debtor may assume or
reject its unexpired leases of nonresidential real property
under which Paragon is a lessee.

The debtor is seeking an extension of time through and
including the confirmation of any plan of reorganization in
this case.  There are 29 referenced leases, and the debtor
states that they are among the primary operating assets of
Paragon. Given the size of the case, and the complexity of
the business and legal issues arising in the case, the
debtor needs additional time to make the decision as to
whether or not to assume or reject any particular lease.

PARTY WORLD: Court OKs Rejection of Executory Contracts
On January 28, 1998, the court entered an order
authorizing the rejection of over 50 executory contracts of
Party World Inc. and Party America, Inc.  The contracts
included cylinder gas agreements, service contracts, real
property leases, finance agreements, equipment leases, and
maintenance agreements.

PARTY WORLD: Bar Date for Administrative Claims
The debtors request a hearing on February 18, 1998 to set
February 19, 1998 as the administrative bar date for all
administrative claims which arose prior to December 29,
1997 and retroactively approving the debtors' previous
service of the notice of the bar date, due to a
miscommunication between the court and counsel.

Assistant Attorney General Frank W. Hunger filed an
objection on February 2, 1998 with the Maryland Bankruptcy
Court in the case of DCR PCS, Inc., and its parent, Pocket
Communications. As reported yesterday, National Telecom
PCS, Inc. is seeking relief from an automatic stay in order
to pursue pre-judgement attachments against the Debtors'
FCC licenses.

The United States' objection indicates that stay relief is
permitted only if the licenses are "not necessary to an
effective reorganization." This criterion cannot be met,
the U.S. states, because the licenses are Pocket's "crown
jewels," without which any reorganization of Pocket would
be impossible.  Further, the US objection flatly states
that courts have repeatedly recognized the FCC's policy
that a non-governmental entity, such as NatTel, simply may
not obtain a security interest in such licenses. It is
therefore recommending that the Motion be denied.

WESTERN PACIFIC: Judge Orders Trustee Hearing
On February 2, 1998 Judge Sid Brooks of the U.S. Bankruptcy
Court for the District of Colorado ordered that a hearing
appointing a Chapter 11 Trustee for Western Pacific
Airlines, Inc. shall be held on Wednesday, February 4,


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