TCR_Public/980302.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
      
    Monday, March 2, 1998, Vol. 2, No. 41                  
                    
                   Headlines

APS HOLDING: Receives Final Approval of $100 Million DIP
BRUNO'S: Committee Taps Pepper Hamilton
BRUNO'S: Unions Join Quest To Move Case To Alabama
CRAIG CONSUMER: Name Change Request
EATON'S: Marks First Anniversary of Restructuring

GREATE BAY: Court Approves Arthur Andersen
GRUPO SIDEK: New Developments in Its Restructuring          
HOME HOLDINGS: Responds to Objections
HOUSE OF FABRICS: Files Tender Offer Statement
KOENIG SPORTING: Applies to Retain Special Counsel

MANHATTAN BAGEL: Seeks Extension of Exclusivity
MARVEL ENTERTAINMENT: LaSalle Pact Ruling Seen Next Week
MONTGOMERY WARD: Bloomberg News Wants Court Record Unsealed
PAN AM AIRLINE: Subsidiaries File Chapter 11
PARAGON TRADE: Court Approves Alston & Bird LLP

PHELPS TECHNOLOGIES: Responds to Monorail's Motion
PIE MUTUAL: Insurers Consider Private Liquidation
POCKET: Seeks Extension to Obtain Acceptances
PUDGIE'S CHICKEN: Files Amended Reorganization Plan
SA TELECOMMUNICATIONS: Seeks to Hire Houlihan Lokey

VAN CAMP: Disclosure Statement Approved
VENTURE: Committee Seeks Professionals
VENTURE: Seeks to Pay Severance Claims

                   *********

APS HOLDING: Receives Final Approval of $100 Million DIP
--------------------------------------------------------   
APS Holding Corporation (Nasdaq: APSIQ) announced that on
February 26, 1998, the U.S. Bankruptcy Court in the
District of Delaware gave final approval to the $100
million debtor-in-possession (DIP) financing the Company
has arranged with The Chase Manhattan Bank, as agent, and
a consortium of lenders.  On February 3, 1998, the Company
received interim approval providing for access to $45
million under the $100 million DIP facility.  This has
enabled the Company to operate its business as usual while
it begins its reorganization process.


BRUNO'S: Committee Taps Pepper Hamilton
---------------------------------------
The Official General Unsecured Creditors' Committee of
Bruno's, Inc. seeks the Court's authority to employ the law
firm of Pepper Hamilton LLP as its legal counsel in these
chapter 11 cases.


BRUNO'S: Unions Join Quest To Move Case To Alabama
--------------------------------------------------
Federal Filings, Inc. reported on February 26, 1998 that
Union locals representing approximately 10,000 Bruno's
employees asked the court to move the supermarket
operator's Chapter 11 case to the Northern District of
Alabama.  Four locals of the United Food and Commercial
Workers' Union have asked for a change of venue because
Birmingham, Ala.-based Bruno's only substantial contact
with Delaware is parent PWS Holding Corp.'s incorporation
there.


CRAIG CONSUMER: Name Change Request
-----------------------------------
Craig Consumer Electronics, Inc., debtor together with BT
Commercial Corporation, LaSalle National Bank, Nationsbank
of Texas, NA and Sanwa Business Credit Corporation are
seeking authority to change the name of the company since
the debtor no longer owns the Craig name, nor does it have
the right to continued use of the name.  The debtor seeks
authority to change its name to CCE Liquidation
Corporation, Inc.

EATON'S: Marks First Anniversary of Restructuring
-------------------------------------------------
The T. Eaton Company Limited marked the first anniversary
of the beginning of its restructuring  process. In a letter
to all Eaton's personnel, President and Chief  Executive
Officer George Kosich summarized the achievements of the  
past year, thanked those responsible, and committed the
Company to  the pursuit of its business objectives.

Since February 27, 1997 when the Company began its  
reorganization process, Eaton's has successfully completed
one of  the most complex court-supervised restructurings in
Canadian  business history, repositioned itself towards the
"moderate better"  niche within the marketplace,
implemented a new strategic format focused on soft goods
and an adjusted store network, secured a three
year operating line of credit, established new partnerships  
with suppliers, implemented a new corporate governance
structure,  and recorded its most successful Christmas
holiday shopping season  in eight years.



GREATE BAY: Court Approves Arthur Andersen
------------------------------------------
The court entered an order authorizing the debtors, Greate
Bay Hotel and Casino, Inc.,and affiliates to hire Arthur
Andersen LLP as accountants and business consultants to the
debtor.


GRUPO SIDEK: New Developments in Its Restructuring          
--------------------------------------------------
Grupo Sidek, S.A. de C.V. (OTC: GPSAY, GPSBY) and Banco
Nacional de Mexico, S.A., agent for the restructuring
of Grupo Sidek, S.A. de C.V., announced today that the
majority of the creditors of Grupo Sidek, S.A. de C.V. and
its subsidiaries (other than Grupo Simec, S.A. de C.V. and
its subsidiaries which closed their own restructuring
last December of 1997), have indicated that they will
participate in the restructuring formally proposed to them
last January 13, 1998.  Such entities also announced that
due to the complexity of the mechanisms that need to be
implemented in order to be able to close such
restructuring, such closing has been postponed until next
March 20, 1998.

Grupo Sidek, S.A. de C.V. also announced that on February
20, 1998, Bankers Trustee Limited, trustee under the
Indenture dated December 29, 1993, among the Fifth Mexican
Acceptance Corporation, S.A., as issuer, Grupo Sidek, S.A.
de C.V. and Grupo Situr, S.A. de C.V., as guarantors,
brought a civil action in the Supreme Court of the State of
New York against the Fifth Mexican Acceptance Corporation,
S.A., as issuer, Grupo Sidek, S.A. de C.V. and Grupo Situr,
S.A. de C.V., and certain operating companies' subsidiaries
of Grupo Situr, S.A. de C.V. (the "Defendants") on behalf
of the holders of the securities issued under such
Indenture.  The action seeks a preliminary injunction
prohibiting the Defendants from taking actions in favor of
the restructuring or from dissipating the value of the
security interests granted in favor of the holders
of such securities.  

Such securities represent approximately U.S. $75 Million
of the total U.S.$1,618 Million in principal balance of the
claims subject to the restructuring of Grupo Sidek,
S.A. de C.V., and its subsidiaries.  Grupo Sidek, S.A. de
C.V. announced that it does not believe such action will
materially delay the closing of its restructuring.


HOUSE OF FABRICS: Files Tender Offer Statement
----------------------------------------------
In a SCHEDULE 14D-1 Tender Offer Statement, filed with the
SEC, Fabri-Centers of America, Inc. announced on February
23, 1998 that with respect to its $4.25 per share cash
tender offer for all of the outstanding shares of House of
Fabrics, Inc. that the Hart-Scott-Rodino waiting period
expired on Friday, February 20, 1998. This waiting period
refers to the time during which the Federal anti-trust
agencies initially review a transaction. The government
could have extended the waiting period by a request for
additional information or documents.

Alan Rosskamm, Chairman of the Board and Chief Executive
Officer of Fabri-Centers, stated, "We are pleased that the
government has concluded its review without the need for a
second request. This should permit our tender
offer to conclude on a timely basis."

The tender offer is scheduled to expire at midnight (EDT)
on Friday, March 6,1998.  The transaction was valued at
$ 22,660,277.50.

Fabri-Centers has annual revenues of approximately $970
million and operates 903 fabric and craft stores in 48
states, primarily under the names of Jo-Ann Fabrics and
Crafts, Cloth World, New York Fabrics and Jo-Ann etc. House
of Fabrics has annual revenues of approximately $240
million and operates 261 fabric and craft stores in 27
states under the names of House of Fabrics, SoFro
Fabrics, Fabricland and Fabric King.


KOENIG SPORTING: Applies to Retain Special Counsel
--------------------------------------------------
Koenig Sporting Goods, Inc., debtor, is seeking authority
to employ Carr, Feneli and Carbone Co., LPA as special
counsel to the debtor.  The debtor wishes to employ the
firm as special counsel to represent it in a discrimination
law suit pending before the EEOC.  The firm has represented
the debtor as corporate counsel for many years.


MANHATTAN BAGEL: Seeks Extension of Exclusivity
-----------------------------------------------
Manhattan Bagel Company, Inc. filed a motion for an order
authorizing extension of the debtors' exclusive time to
file a plan and solicit acceptances of such a plan.

The debtors state that they are involved in a large and
complicated Chapter 11 case, that many issues remain to be
resolved.  The debtors seek a 180 day extension of their
exclusive time to file a plan of reorganization, until
September 15, 1998 and 90 days further, to December 15,
1998 to solicit acceptances thereto.


MARVEL ENTERTAINMENT: LaSalle Pact Ruling Seen Next Week
--------------------------------------------------------
Federal Filings, Inc. reported on February 26, 1998 that
the settlement between Marvel's holding companies and the
indenture trustee for their bondholders, under which
distribution to the bondholders of Marvel common stock
would occur, is expected to be approved in a modified
version.  At Tuesday's hearing, U.S. District Court Judge
Roderick McKelvie indicated his intent to approve the
settlement but limit the distribution to 15 million shares.


MONTGOMERY WARD: Bloomberg News Wants Court Record Unsealed
-----------------------------------------------------------
Bloomberg News has filed a first amendment right of access
intervention action to open the court record in the
Montgomery Ward case. Bloomberg argues that the court
sealed portions of the record without requiring
Monogram/MWCC to make a particularized showing that
disclosure of the sealed documents would cause serious
injury to the business and/or nonorganization proposals of
Montgomery Ward.

Bloomberg New seeks expedited treatment of its motion
because "each and every day that it is prevented from
reviewing the Sealed Documents constitutes a "separate and
cognizable " violation of the First Amendment.


PAN AM AIRLINE: Subsidiaries File Chapter 11
--------------------------------------------
The two major airline subsidiaries of Pan Am Corp., Pan
American World Airways, Inc. (Florida) and Pan American
Airways Corp. (Florida), operating under the Pan Am brand,
today filed for bankruptcy protection under Chapter 11 of
the U.S. Bankruptcy Code in the United States Bankruptcy
Court for the Southern District of Florida, Miami
Division.

As a consequence of the filings, Pan Am announced that it
was temporarily ceasing operations effective Feb. 27 while
the parent seeks debtor-in-possession (DIP) financing.
The parent company, Pan Am Corp. (ASE:PAA) did not file for
similar protection and said that it will continue to seek
outside sources of financing, or a merger, to attempt to
resuscitate the airline in the near future.


PARAGON TRADE: Court Approves Alston & Bird LLP
-----------------------------------------------
Despite the fact that a partner in the firm of Alston &
Bird owns 600 shares in the stock of the debtor (de minimis
stock ownership), no objections were filed, and the court
has approved the application for employment of Alston &
Bird LLP as attorney for debtor, Paragon Trade Brands, Inc.


PHELPS TECHNOLOGIES: Responds to Monorail's Motion
--------------------------------------------------
Phelps Technologies, In., and Phelps Tool and Die Houston,
Inc., states that in October of 1997, Phelps and Monorail
entered into an agreement in which Monorail agreed to issue
purchase orders for painted chassis for a 10-week period.

As a result of a breach by Monorail, Phelps has in its
possession in excess of $1.9 million of component
inventory.  The debtor argues that Monorail now apparently
seeks to abandon its obligations to the debtor.  The debtor
also states that Monorail further seeks to take the tooling
and computer parts to a thred-party and then to purchase
inventory and chassis from the third-party instead of
purchasing from the debtor.

The debtor requests that the court overrule Monorail's
motion to lift the stay.


PIE MUTUAL: Insurers Consider Private Liquidation
-------------------------------------------------
The financial crisis at PIE Mutual Insurance Co. became
murkier Feb. 17 as board members and other medical
malpractice companies won a delay in plans to
liquidate the firm.

A group of insurers that competed fiercely with PIE, the
state's largest insurer of doctors until last year, are
discussing a plan for running off PIE's claims. In doing
so, they hope to limit their own liabilities.

And PIE's board of directors, which turned over control of
the company to state regulators Dec. 15, said it would hire
actuaries from Coopers & Lybrand LLP to examine PIE's loss
reserve needs. Over the objections of the Ohio Department
of Insurance, Judge Michael Watson of Franklin County
Common Pleas Court agreed to delay the department's
motion for liquidation until March 23.

In filing for liquidation Feb. 4, the insurance department
said PIE was insolvent by more $245.7 million as of Sept.
30.   But that deficit has grown to more than $300 million,
said Terri Leist, spokeswoman for the department. Leist
said the exact financial state of the company remains
unclear, but expenses will continue to mount until the
March 23 hearing.

The rescue plan, led by OHIC Insurance Co., based in
Columbus, and Mutual Assurance Inc., based in Montgomery,
Ala., is aimed at keeping PIE out of state liquidation,
said executives from both companies.

The executives say they fear their companies will face
enormous losses if PIE is liquidated through the Ohio
Insurance Guaranty Fund, a nonprofit group established by
state law in 1970 to liquidate insurance companies.
With a limit of $300,000 per claim, the fund does not pay
claims until all other insurance sources are exhausted,
including that of doctors and hospitals who are co-
defendants insured by companies other than PIE. Those
insurers could include OHIC, Mutual Assurance and a dozen
other carriers.

The negotiations are aimed at creating a private
liquidation of PIE, said James J. Hughes Jr., an attorney
concentrating in health law at Bricker & Eckler.
The plan calls for the companies to conduct a liquidation
of PIE under the direction of the insurance department and
to cover PIE's losses. Under a guaranty fund liquidation,
all types of property and casualty companies are assessed
fees to cover claims. Medical malpractice insurers fall
into this category.

In the brief public hearing that followed, Mark I. Wallach,
an attorney for the insurance department in the liquidation
proceedings, said PIE was insolvent and its rehabilitation
was impossible. (Business First of Columbus 20-Feb-1998)


POCKET: Seeks Extension to Obtain Acceptances
---------------------------------------------
Pocket Communications, Inc. and its wholly owned
subsidiary, DCR PCS, Inc., debtors, are seeking to extend
their exclusive right to obtain acceptances.

The debtor is seeking to extend the period until April 27,
1998 to keep exclusivity on track with the FCC elections
deadline so that the parties can continue their efforts to
reach a consensus on both how to exercise the election of
the FCC options and how to integrate that election into a
feasible plan of reorganization.

The debtors anticipate that if an agreement on a consensual
plan is to be reached it will likely be reached on or
before April 27, 1998 which is the earliest deadline for
the debtors to make certain elections with respect to
options to restructure their FCC licenses with the FCC.


PUDGIE'S CHICKEN: Files Amended Reorganization Plan
----------------------------------------------------           
Pudgie's Chicke, Inc. today filed a First Amended Plan of
Reorganization and related disclosure statement with the
United States Bankruptcy Court for the Southern District of
New York, White Plains Division.

The amended reorganization plan backed by management
provides for an infusion of up to $5.25 million dollars in
new financing to be provided with the assistance of ReCap
Partners, LLC through the issuance and sale of Class A
and Class B Certificates of indebtedness by Pudgie's.  The
amended plan provides for a distribution of cash and/or
equity on account of all allowed creditors claims and
equity interest holders in exchange for all of Pudgie's
Chicken, Inc.'s assets and certain liabilities being
transferred to a newly formed corporation, Pudgie's
Acquisition Corp.  The Company has the commitment
of the Company's largest and only secured creditor to vote
in favor of the amended plan and the official creditors
committee supports the amended plan.

After approval of the disclosure statement at a hearing
scheduled for March 26, 1998 and the amended disclosure
statement by the court, the amended plan of
reorganization will be submitted to a vote by the Company's
creditors and stockholders.  After acceptance of the
amended plan, at a confirmation hearing which is scheduled
for late April 1999, the Company expects to emerge from
Chapter 11.

Pudgie's estimates that 1998 operating costs will be
significantly less than 1997 operating costs, as a result
of initiatives to restructure operations.  The Company also
said that bankruptcy expenses, including payments to
professional, are projected to amount to approximately $1.5
million but will be settled for a lesser amount.


SA TELECOMMUNICATIONS: Seeks to Hire Houlihan Lokey
---------------------------------------------------
The debtors, SA Telecommunications, Inc. et al. applied for
an order authorizing the retention of Houlihan Lokey Howard
& Zukin Capital as special investment banking advisors to
the debtors.  The debtors seek to hire the firm for the
limited purpose of identifying additional prospective
buyers for the debtors' assets and, if possible,
facilitating a sale with one such other buyer.  Houlihan
Lokey will be paid a contingent fee upon the successful
sale of the debtors' assets.


VAN CAMP: Disclosure Statement Approved
---------------------------------------
Federal Filings, Inc. reported on February 26, 1998 that
the court has approved Van Camp Seafood Co.'s disclosure
statement, subject to modifications, and set a May 13
confirmation hearing on the liquidation plan proposed by
the company, its VCS Samoa Packing Co. subsidiary, and
their respective creditors' committees.  The modifications
will describe recently-reached settlements with creditors
Van Can Co., VCS National Packing Co., and
the Pension Benefit Guaranty Corp.


VENTURE: Committee Seeks Professionals
--------------------------------------
The Official Committee of Unsecured Creditors seeks
authorization to employ the New York-based law firm of
Otterbourg Steindler Houston & Rosen, P.C. as its lead
counsel and Walsh & Monzack, P.A. as its local co-counsel.
The Official Committee of Unsecured Creditors seeks
authorization to employ Ernst & Young as its Accountants.


VENTURE: Seeks to Pay Severance Claims
--------------------------------------
The Debtor, Venture Stores, Inc., seeks authority to pay
severance claims to approximately 1,524 employees at the 20
Closing Stores and approximately 70 employees at the
Corsicana, Texas warehouse in accordance with the Debtor's
standard prepetition severance policies.  In addition to
such severance payments, the Debtors wants to pay these
employees for vacation time which has accrued since January
1, 1998, but remains unused.  The Debtor estimates that if
severance is paid to all the employees terminated due to
the Store Closing Sales, the payment would approximate
$1,694,264,.


                   *********

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