TCR_Public/980224.MBX     T R O U B L E D   C O M P A N Y   R E P O R T E R
       Tuesday, February 24, 1998, Vol. 2, No. 37                    

2CONNECT: Seeks to Reject Management Contracts
ABC INTERNATIONAL: Withdraws Motion to Extend Exclusivity
ADVANTICA GROUP: Reports Fourth Quarter Loss
AL TECH: Seeks to Employ Special Counsel
BARRY'S JEWELERS: Extension of Exclusivity Continued

BONNEVILLE PACIFIC: Reports January Receipts
BUCYRUS INTERNATIONAL: Gellene Trial Set to Begin Today
CONTEMPORARY INDUSTRIES: 130 7-Eleven Stores on Sale Block
DOW CORNING: Physicians' Committee Expresses Doubt on Plan
DOW CORNING: Tort Claimants Nix Second Amended Plan

FARM FRESH: Receives Confirmation of Its Plan
GATEWAY DATA: Files Chapter 11 Bankruptcy
KIA MOTORS: Aims to Lift U.S. Sales with New Dealers
MAIDENFORM: Wins Okay To Modify/Assume Union Pacts
MANHATTAN BAGEL: Tapping Professionals

MARTIN LAWRENCE: Seeks Extension for Objection to Claims
MESA AIR: Shuts Down Denver International Airport Hub
MIDCOM COMMUNICATIONS: Discom Replies to Debtor's Response
MOUNTAIN AIR: Air Wisconsin Gets Approval to Purchase MAX

PARAGON TRADE: Judge Defers Order on Kimberly-Clark Stay
PEGASUS GOLD: Seeks Time to Assume or Reject Leases
RDM SPORTS: Bondholders Respond to Appointment of Trustee
RDM SPORTS: Chapter 11 Trustee to Be Named
STRATOSHPERE: Equity Commitment is not Enforceable

Meetings, Conferences and Seminars


2CONNECT: Seeks to Reject Management Contracts
The debtor, 2 Connect Express, Inc. has filed a motion
seeking authorization from the court to reject four
employment contracts, including the contracts of the Chief
Executive Officer and President, the manager of Financial
Planning and Analysis, the Vice President of Store
Operations,  and the Manager of Training, Store
Communications, Policies and Procedures.

The contracts are burdensome according to the debtor, and
are not necessary for the debtor's effective

ABC INTERNATIONAL: Withdraws Motion to Extend Exclusivity
ABC International Traders, Inc., a California corporation
withdraws the motion for further extension of debtors'
exclusive period to file a plan of reorganization and to
obtain acceptance thereof and debtors' motion for further
extension of deadline to file a plan of reorganization.  
The court entered an order dismissing the debtor's
bankruptcy case, and the relief requested is no longer

ADVANTICA GROUP: Reports Fourth Quarter Loss
Advantica Restaurant Group Inc., which operates the Denny's
restaurant chain, said its predecessor company, Flagstar
Cos., posted a loss of $32.7 million for the fourth
quarter. That compares with a loss of $28.2 million a year
earlier. No per-share figures were reported, since
Advantica issued new stock after Flagstar emerged from
bankruptcy protection late last year. Flagstar's last
quarter included special charges of $25.7 million,
primarily related to the closure or sale of Quincy's
restaurants, some more of which will be disposed of this
year. Revenue for the period ended Dec. 31 totaled $620.1
million, down from $661.5 million previously.

Advantica said it reached definitive agreement on the
previously announced plan for CKE Restaurants Inc.,
Anaheim, Calif., to purchase its 557-unit Hardee's
franchise operation for $381 million in cash, plus
assumption of $46 million in liabilities.
(Wall Street Journal 23-Feb-1998)

AL TECH: Seeks to Employ Special Counsel
The debtor, Al Tech Specialty Steel Corporation, is seeking
court authorization to employ D. Benjamin Lee & Associates
as special counsel to the debtor with regard to the sale of
certain properties of the debtor.

BARRY'S JEWELERS: Extension of Exclusivity Continued
A stipulation by and between the debtor, the Official
Committee of Unsecured Creditors, the Official Committee of
Bondholders, the lenders, and the Unofficial Committee of
Equity Holders provides that the court motion requesting
extensions of time for filing a plan and securing
acceptances therof be postponed.  The parties are engaged
actively in the negotiation of a consensual plan of
reorganization, and are asking that the hearing on the
motion be continued for thirty days.

BONNEVILLE PACIFIC: Reports January Receipts
On February 19, 1998 Bonneville Pacific Corporation filed a
Form 8-K with the SEC wherein it reported:

For the Period January 1 -January 31, 1998

1.  Beginning Cash Balance:                $150,463,645.26

2.  Cash Receipts:                              859,272.57

3.  Cash Disbursements:                        (377,740.24)
4.  Net Cash Flow:                              481,532.

5.  Ending Cash Balance:                   $150,945,177.59
Complete information regarding this filing is available via
the Internet at:

BUCYRUS INTERNATIONAL: Gellene Trial Set to Begin Today
John Gellene, a former partner of the New York law firm
Milbank, Tweed, Hadley & McCoy is set to go to trial today.
The charges: three felony counts of misleading the U.S.
bankruptcy court in New York.  As previously reported,
the prosecution stems from Milbank's simultaneous
representation in 1993 and 1994 of Bucyrus International
Inc., a Milwaukee-based mining-equipment maker, and
financier Mikael Salovaara.  Mr. Salovaara's investment
funds were creditors in Bucyrus' bankruptcy-law
proceedings.  (Wall Street Journal 23-Feb-1998)

CONTEMPORARY INDUSTRIES: 130 7-Eleven Stores on Sale Block
Contemporary Industries Corp has filed a Chapter 11
bankruptcy action to give it time to sell about 130 7-
Eleven stores it operates in Nebraska and a number of other
states. Contemporary Industries is a subsidiary of
Convenience Corporation of America, with headquarters in
West Palm Beach, Fla.

The court's protection was sought to "provide a focal point
and forum for the orderly disposition of the company, which
will include a sale of all of its units," said William A.
Brandt Jr., whose firm has been hired to handle the sale.
Brandt said he wants to have most of the stores sold or in
the process of being sold by May 1. Most of the stores are
in Nebraska. Others are in Arkansas, Iowa, Kansas,
Minnesota, Missouri, Montana, North Dakota, Oklahoma, South
Dakota and Wyoming.

While the process is under way, Brandt said, all the stores
will continue to operate. Bank One of Indianapolis, Ind.,
the company's original lender, has provided an additional
$2.5 million credit line to make sure shelves are stocked
and stores stay open, he said. "It is not my intention to
close any further stores," said Brandt, whose firm is now
running the Omaha company.

Brandt is president of Development Specialists Inc. of
Chicago, which helped Richman Gordman, an Omaha department
store chain, through a Chapter 11 bankruptcy proceeding in
1992 and 1993.

Brandt said the bankruptcy action stemmed from plans by
Convenience Corp. to convert the stores into co-branding
operations; that is, place other brand-name operators in
the store. The co-branding plan didn't work, Brandt said,
and the stores didn't generate enough money to retire the
debt created by the buyout.

In a leveraged buyout in 1996, Convenience had acquired
Contemporary Industries' licensing rights to more than 150
stores. That included 42 stores in Nebraska and 10 in Iowa.
In the last year Contemporary closed 37 stores, and
Brandt's firm, which gained national attention for rescuing
failing companies in the early 1990s, was called in to
analyze the problem.  (Omaha World-Herald 20-Feb-1998)

DOW CORNING: Physicians' Committee Expresses Doubt on Plan
The Official Committee of Physician Creditors has expressed
its dismay in the latest iteration of the Dow Corning
proposed reorganization plan filed with the court on
Feb. 17, 1998.

The Official Committee holds the plan as being a non-
negotiated resubmission of the earlier discredited plans.
The physicians' lead health law attorney, Gregory Binford,
stated, "After misleading the physicians about safety and
testing, Dow Corning and Dow Chemical continue to defend
themselves by attempting to shift responsibility from
themselves to the physician community."
(Dow Corning Bankruptcy News 21-Feb-1998 Issue No. 54)

DOW CORNING: Tort Claimants Nix Second Amended Plan
The Command Trust Network, an information clearinghouse for
women with breast implants, issued the following:

Almost three years after filing for bankruptcy protection,
Dow Corning has proposed yet another inadequate
reorganization plan, according to the Tort Claimants'
Committee, the official committee representing women with
silicone breast implants.

The fundamental problem with the plan, according to
plaintiffs' attorney Ed Blizzard, is that it does not
provide real compensation for the harm caused to these
women. "This plan instead offers token payments years down
the road," said Blizzard.

"Dow Corning is again offering too little too late," said
Sybil Niden Goldrich, co-founder of the Command Trust
Network, an information clearinghouse for women with
silicone breast implants. "I am extremely disappointed that
Dow has failed again to provide fair compensation in a
timely way for women who have suffered," continued
Goldrich.  (Dow Corning Bankruptcy News 21-Feb-1998)

FARM FRESH: Receives Confirmation of Its Plan
Richfood Holdings, Inc. (NYSE: RFH) and Farm Fresh, Inc.
announced February 23, 1998 that the U.S. Bankruptcy Court
for the District of Delaware has confirmed Farm Fresh's
plan of reorganization. A wholly owned subsidiary of
Richfood Holdings, Inc. will acquire substantially all of
the assets and assume certain liabilities of Farm Fresh
under the terms of a previously announced agreement. The
Farm Fresh sale to Richfood is expected to close during the
first week of March 1998.

Richfood Holdings, Inc., headquartered in Richmond, Va., is
the largest wholesale food distributor in the Mid-Atlantic
operating region. The Company provides a full range of
grocery, dairy, frozen food, produce, meat and non-food
items to chain and independent retailers throughout the
region.  The Company also operates a chain of sixteen
retail grocery stores in the metropolitan Baltimore area.

GATEWAY DATA: Files Chapter 11 Bankruptcy
Gateway Data Sciences Corp. announced that it has filed a
petition for protection from creditors under Chapter 11 of
the U.S. Bankruptcy Code.  The filing was made in the U.S.
Bankruptcy Court in the District of Arizona in Phoenix.

The company said that this action was a result of cash flow
problems following the ongoing litigation between the
company and a large customer over payments totaling more
than $3.8 million due the company under a completed
contract and the resulting financial damage that has been
caused to the company.

KIA MOTORS: Aims to Lift U.S. Sales with New Dealers
Korean automakers, battered by financial turmoil at home,
are striving to reverse their U.S. stigma of low-priced,
starter cars by adding dealers and promising new products.
While others struggled in the small-car market last month,
Fountain Valley-based Hyundai Motor America and Irvine-
based Kia Motors of America - the American arms of the two
Korean automakers - started 1998 with double-and
triple-digit percentage sales gains, respectively.

The January results came on top of strong increases at the
end of 1997 as the Koreans, taking advantage of the
devalued South Korean won, have heaped generous incentives
of up to $2,000 on 1997 models.

New Kia dealerships are popping up across the country. By
the fourth quarter, Kia expects to have 500 dealerships in
48 states, up from about 330 in 32 states now. That will
put it on par with rival Hyundai, which has 470
dealerships. Kia may also close in on Hyundai's projected
annual sales this year of 110,000. Kia Motors America Chief
Operating Officer Greg Warner said sales would be up

Despite the problems of their parent companies - Kia is in
court receivership-the automakers say their product and
expansion plans for the United States have not been
affected.  (Orange County Register 18-Feb-98)

MAIDENFORM: Wins Okay To Modify/Assume Union Pacts
The court approved Maidenform's request to modify and
assume prepetition bargaining agreements on Feb. 17. The
modifications are expected to result in a one-time charge
of about $3.5 million. After determining to terminate
manufacturing operations in Puerto Rico and close
distribution centers in Cortland, N.Y., and Jacksonville,
Fla., the intimate apparel maker began extensive bargaining
with the Union of Needletrades, Industrial and Textile
Employees to resolve disputes arising under the bargaining
agreements, which cover 1,646 of Maidenform's 3,100

MANHATTAN BAGEL: Tapping Professionals
The debtors, Manhattan Bagel Company, Inc., and I. & J.
Bagel, Inc., applied for orders approving the employment
of Logan & Company, Inc. as agent of the bankruptcy court,
Ernst & Young LLP as accountants for the debtor-in-
possession, Jeffer, Mangels, Butler & Marmaro LLP as
special California litigation counsel for the debtors-in-
possession, and for substitution of Buchanan Ingersoll
Professional Corporation for Abraham Pressman & Bauer P.C.
as special franchise law counsel for the debtor-in-

MARTIN LAWRENCE: Seeks Extension for Objection to Claims
The Estate Representative seeks a further extension until
April 30, 1998 for claims for affirmative relief and
objections to claims filed against the Debtors' estates.
The representative also seeks an extension of the deadline
by which holders of allowed unsecured claims in Class 11
must be made to the earliest practicable date following
approval by the Court of a schedule of allowed Class 11
claims to be prepared by the representative.

MESA AIR: Shuts Down Denver International Airport Hub
Denver's largest regional airline is preparing to close its
hub and lay off up to 450 employees as another ramps up to
take its place. Mesa Air Group, a United Airlines Express
carrier in Denver since 1990, expects to stop flying from
Denver International Airport on April 23, the day after
Mesa's contract with United ends, said spokeswoman Sarah
Pitcher. Pitcher said she hopes Air Wisconsin or Great
Lakes Aviation will hire some laid-off Mesa employees.

Air Wisconsin, another United Express carrier at DIA, is
hastily working to fill the gap with planes and employees
acquired from Mountain Air Express, or MAX.
(Rocky Mountain News 21-Feb-1998)

MIDCOM COMMUNICATIONS: Discom Replies to Debtor's Response
Discom Corporation replied to the debtor's response to
Discom's motion for relief from the automatic stay.

Discom is seeking an order allowing an arbitration
proceeding to proceed to decision.  Discom claims that
after 14 evidentiary hearings over a span of five months,
the only effort that remains to be undertaken in the
arbitration is the submission by the parties of proposed
findings of fact in conclusions of law.

Discom claims it is in the best interests of the estate
that its claim of $9,788,633. be promptly liquidated as it
will have a significant effect on the overall distribution
to unsecured creditors in the case.  

MOUNTAIN AIR: Air Wisconsin Gets Approval to Purchase MAX
Bankruptcy Court Judge Sidney Brooks on Friday approved Air
Wisconsin's purchase of MAX for $1.5 million, a move he
said would save the jobs of 380 MAX employees and keep the
planes flying.

"I feel great," said MAX Chief Executive Tom McClain, who
has struggled to keep the orphaned commuter carrier alive
since filing for Chapter 11 bankruptcy Nov. 6. "This was a
near-death experience, and now the planes are still flying,
all the employees are taken care of and the job security is
tremendous," McClain said. "Luck is sometimes better than

Air Wisconsin President Geoff Crowley, meanwhile, plans to
add six Dornier 328 turboprop planes to MAX's four by June.
Air Wisconsin, the only United Express carrier in Denver
operating small jets, needs the MAX planes and crews to
handle Mesa's routes.

Until MAX flies as a United Express carrier beginning April
1, the empty planes are flying only one flight a day, the
minimum to maintain its Federal Aviation Administration

Air Wisconsin's 86-passenger BA 146 jets and MAX's 32-
passenger Dorniers will handle the larger routes from
Denver while another United Express carrier, Great Lakes
Aviation, will serve smaller cities with Beech 1900, 19-
seat, propeller-powered planes.
(Rocky Mountain News 21-Feb-1998)

Stephen F. Wiggins is expected to step down as chairman of
Oxford Health Plans Inc., the HMO he founded more than a
decade ago. His resignation would come as Oxford is about
to reveal it will post a fourth-quarter loss of more than
$200 million--well above the $120 million deficit Oxford
had forecast just two months ago. His exit is part of a
$700 million equity and debt rescue package, arranged with
Texas Pacific Group and Kolhberg Kravis Roberts & Co. to be
unveiled this week, possibly as early as today, said people
familiar with the situation.

Under the rescue plan, Mr. Wiggins will remian as a
director, but another director will be named interim
chairman. In addition, Norman Payson, former chief
executive officer of Healthsource Inc., is the leading
candidate to be named chief executive officer of Oxford.

The CEO search grew more serious in recent weeks after
Texas Pacific and KKR, as well as a competing investment
group, began negotiating to inject new capital into the
company. Terms of the deal, say people familiar with the
transaction, would give the investor group a nearly 20%
stake in the company for roughly $350 million, with the
rest of the package coming as debt.
(Wall Street Journal 23-Feb-1998)

PARAGON TRADE: Judge Defers Order on Kimberly-Clark Stay
Judge Margaret H. Murphy deferred a decision on the relief
from the automatic stay sought by Kimberly-Clark
Corporation.  The debtor sought 45 days to allow the newly
employed special litigation counsel, as well as the
Official Committee of Unsecured Creditors to familiarize
themsleves with the Texas action and the U.S. District
Court action in Delaware.

The court agreed with the debtor and granted counsel time
to evaluate debtor's position and formulate a recommended
course of action.

PEGASUS GOLD: Seeks Time to Assume or Reject Leases
The debtor, Pegasus Gold Corporation, is seeking an order
extending the time within which to assume or reject
unexpired leases of nonresidential real property.

This case involves approximately seventeen different
bankrupt entities with business operations throughout the
Pacific Northwest, and in some instances worldwide.  
Debtors are compiling a list of approximately 70-100
contracts, some of which purport to be leases of
nonresidential real property and under which debtors are

The debtors are seeking an extension of sixty days to
complete the evaluation of the contracts and the benefits
to the estate of assumption or rejection of each such

RDM SPORTS: Chapter 11 Trustee to Be Named
After a hearing yesterday, the court decided to approve the
U.S. Trustee's request to appoint a Chapter 11 trustee for
RDM. The trustee interviews will take place today with the
goal of naming someone to the position either late today or
Monday.  (Federal Filings 20-Feb-1998)

RDM SPORTS: Bondholders Respond to Appointment of Trustee
The Official Committee of Bondholders appointed in the
Chapter 11 cases of RDM Sports Group, Inc., files a
Response to the United States Trustee's Emergency Motion
to Appoint a Chapter 11 Trustee.  The Committee fully
supports the relief requested in the motion.

The Official Committee of Unsecured Creditors joined in
the US Trustee's Emergency Motion to appoint a Chapter 11
Trustee. In support of its position, the Committee stated
that a Trustee is necessary to assemble and update the
financial records of the debtors and to continue the
process of collecting accounts receivable and liquidating
other tangible and intangible operating assets of the

STRATOSHPERE: Equity Commitment is not Enforceable
Grand Casinos, Inc. (NYSE: GND) announced February 19,
1998, that the United States Bankruptcy Court in Reno,
Nevada has ruled that the March 1995 Standby Equity
Commitment between Stratosphere Corporation and Grand
Casinos is not enforceable in Stratosphere's Chapter 11
proceeding under applicable bankruptcy laws.

In June of 1997, the Official Committee of Noteholders
(consisting of certain Stratosphere noteholders and the
indenture trustee) in Stratosphere's Chapter 11 proceedings
filed a motion seeking Bankruptcy Court approval for the
enforcement of the Standby Equity Commitment against Grand
Casinos.  The Committee sought Bankruptcy Court
authorization to compel Grand Casinos to fund up to $60
million in "capital contributions" to Stratosphere over
three years, based on the Committee's claim that such
"contributions" are required by the Standby Equity

Grand Casinos opposed the Committee's motion and has
consistently stated that the Standby Equity Commitment is
not enforceable in the Stratosphere bankruptcy proceeding
as a matter of law.  The Bankruptcy Court's ruling in favor
of Grand Casinos follows the completion of an evidentiary
hearing in Reno on February 12, 1998.  The Committee has
stated that it is likely to appeal the Bankruptcy Court's

Grand Casinos, Inc. has been a publicly traded company
since 1991 and is listed on the New York Stock Exchange
under the trading symbol GND.  The company currently owns
and operates the three largest casino hotel resorts in the
state of Mississippi, manages two land-based casinos in
Louisiana, and manages two casino hotel resorts in

Meetings, Conferences and Seminars

February 19-22, 1998
      Annual Western District Meeting
         Universal City Hilton Hotel
         Los Angeles, California
            Contact 1-310-470-8487

February 22-25, 1998
      12th Annual Norton Bankruptcy Litigation Institute I
         Olympia Park Hotel, Park City, Utah
            Contact 1-770-535-7722

March 19-20, 1998
      Spring Leadership Meeting
         Hotel del Coronado, San Diego, California
            Contact 1-312-857-7734

March 20, 1998
      Bankruptcy Battleground West
         Century Plaza Hotel, Los Angeles, California
            Contact: 1-703-739-0800   

March 26-29, 1998
      10th Annual Norton Bankruptcy Litigation Institute II
         Flamingo Hilton, Las Vegas, Nevada
            Contact 1-770-535-7722

April 2-5, 1998
      68th Annual Midwest District Meeting
         The Westin Hotel, Chicago, Illinois
            Contact: 1-312-781-2000

April 23-24, 1998
      1998 Spring Education Seminar
         Hawthorne Suites Hotel, Charleston, South Carolina
            Contact: 1-803-252-5646

April 30-May 3, 1998
      Annual Spring Meeting
         Grand Hyatt, Washington, D.C.
            Contact: 1-703-739-0800

May 1-3, 1998
      6th Annual Convention
         Fountainbleau Hilton Resort, Miami, Florida
            Contact: 1-703-803-7040

May 22-25, 1998
      50th New England District Annual Meeting
         Ocean Edge Resort & Golf Club
         Cape Cod, Massachusetts
            Contact 1-617-720-1355

May 31-June 5, 1998
      CLLA Credit Institute
         Marquette University, Milwaukee, Wisconsin
            Contact 1-312-781-2000

June 3-6, 1998
         San Francisco, California
            Contact 1-541-858-1665

June 8-9, 1998
      Advanced Education Workshop & Legislative Conference
         Radisson Plaza, Charlotte, North Carolina
            Contact 1-312-857-7734

June 11-12, 1998
      1st Annual Conference on Corporate Reorganizations
         The Palmer House, Chicgo, Illinois
            Contact 1-903-592-5169 or

June 11-14, 1998
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800

July 2-5, 1998
      Western Mountains Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact 1-770-535-7722

July 16-19, 1998
      Northeast Bankruptcy Conference
         Sea Crest Resort, Falmouth, Massachusetts
            Contact: 1-703-739-0800

July 24-29, 1998
      104th Annual Convention
         Ritz Carlton, Amelia Island, Florida
            Contact: 1-312-781-2000

August 6-9-1998
      Southeast Bankruptcy Workshop
         Daufuskie Island Club & Resort,
         Hilton Head, South Carolina
            Contact: 1-703-739-0800

September 9-13, 1998
      Annual Convention
         Sheraton El Conquistador, Tuscon, Arizona
            Contact: 1-803-252-5646

September 17-20, 1998
      Southwest Bankruptcy Conference
         The Inn at Loretta, Santa Fe, New Mexico
            Contact: 1-703-739-0800
October 16-20, 1998
      1998 Annual Conference
         The Westin Hotel, Chicago, Illinois
            Contact 1-312-857-7734

November 30-December 1, 1998
      5th Annual Conference on Distressed Debt
         Plaza Hotel, New York, New York
            Contact 1-903-592-5169 or   

December 3-5, 1998
      Winter Leadership Conference
         Westin La Paloma, Tucson, Arizona
            Contact: 1-703-739-0800

The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to are encouraged.  


A listing of meetings, conferences and seminars appears
each Tuesday.   

Bond pricing, appearing each Friday, is supplied by DLS   
Capital Partners, Dallas, Texas.    
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-
published by Bankruptcy Creditors' Service, Inc.,
Princeton, NJ, and Beard Group, Inc., Washington, DC.  
Debra Brennan and Lexy Mueller, Editors.   
Copyright 1998.  All rights reserved.  This material
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