TCR_Public/980316.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 16, 1998, Vol. 2, No. 51               

ADVANCED VOICE: Files for Chapter 11 Protection
BOYDS WHEELS: Seeks Use of Cash Collateral
BRUNO'S: Seeks New Employee Health Plan
CAJUN ELECTRIC: Judge Seeks Final Offers
FRETTER INC: Debtors and Committee Seek to Settle Claims

GULF CANADA RESOURCES: Files Rights Agreement With SEC
MOLTEN METAL: Fluor Daniel Opposes Superpriority Financing
NINE WEST: Results are Even Worse than Estimated
PAN AM: Icahn Offers $43 Million
PARAGON TRADE: Hearing to Fix Time to File Proofs of Claim

PHOENIX INFORMATION: Sale of Substantially All Assets
RICKEL HOME CENTERS: Objections Overruled
RICKEL HOME CENTERS: Proposal for Avoidance Actions
RIVER OAKS: Files for Chapter 11 Protection
SA TELECOMMUNICATIONS: MCI Tries to Persuade the Court


ADVANCED VOICE: Files for Chapter 11 Protection
Advanced Voice Technologies, Inc. filed for Chapter 11 in
the U.S. Bankruptcy Court on March 3, 1998 in the U.S.
Bankruptcy Court, Southern District of New York.  For the
year ended September 30, 1997, the company listed assets of
$1.80 million and liabilities of $2.30 million.

The company market voice messaging technology for education
services.  Attorneys to the debtor are John H. Drucker and
Kevin R. Toole of Angel & Frankel, PC.

BOYDS WHEELS: Seeks Use of Cash Collateral
Boyds Wheels, Inc., debtor, will be heard on an emergency
motion for an order compelling City National Bank to comply
with the court's prior order regarding the use of cash
collateral and authorizing the further use of cash
collateral.  The debtor currently has no unencumbered cash
to sustain its operations.

The debtor states that City National Bank is allegedly owed
approximately $7,950,000 and is oversecured and adequately
protected by collateral with an estimated value of

The court approved the debtors' initial emergency motion
providing that the debtor could use City National Bank's
cash collateral for the payment of certain expenses for an
interim period of 30 days, through March 3, 1998.

The debtor states that it should be allowed to use the cash
collateral of City National Bank on an interim basis since
City National Bank allegedly holds a security interest in
substantially all of the debtor's prepetition assets,
however the debtor has not had an adequate opportunity to
verify the loan documents.

The only way for the debtor to continue in operations is if
it is allowed to use City National Bank's cash collateral
to provide working capital for its limited future
operations.  Without a cash collateral order this will be
impossible since the debtor has no unencumbered cash to
make its payroll and pay its suppliers.

BRUNO'S: Seeks New Employee Health Plan
PWS Holding Corporation, Bruno's Inc., et al., debtors,
assert that after a comprehensive review of the BlueCross
plan for employee health coverage, Bruno's determined that
it was too expensive and substantial savings could be
realized by, among other thins, utilizing managed care
delivery systems and designing and obtaining an employee
health benefit plan that provided for cost sharing between
Bruno's and its employees through the utilization of

Bruno's has determined that it could reduce its employee
health insurance costs by approximately $5 to $7 million
annually if it established FlexChoice (through an agreement
with United Healthcare Services) as a replacement for the
BlueCross Plan.

However, after Bruno's terminated the BlueCross plan,
United Healthcare Services informed Bruno's that as a
consequence of the Chapter 11 case, it would not administer
FlexChoice unless Bruno's acceded to its demands which
included a $1.23 million standby letter of credit.

The debtors are seeking approval of the agreement with
United Healthcare Services and authority to obtain the
Letter of Credit.  The debtors state that the cost of the
issuance of the Letter of Credit is more than offset by the
annual savings of FlexChoice.  Such substantial savings,
combined with the possibility that Bruno's employees could
be without coverage and benefits, constitute a sound
business reason for approval of the requested relief.  

CAJUN ELECTRIC: Judge Seeks Final Offers
A federal bankruptcy judge in Louisiana has set a deadline
of next Wednesday for a group that includes Southern Co.
and two other bidders to make their final proposals to
purchase the assets of Cajun Electric Power Cooperative.  
In an order this week, Judge Gerald Schiff said he will
complete hearings on the bids May 26. He did not say when
he would make a decision but is known to be eager to
complete the proceedings.

The contenders have all offered to pay more than $900
million for the non-nuclear assets of Cajun, a wholesale
power cooperative forced into bankruptcy in 1994 by its
failed investment in River Bend nuclear power plant in

Atlanta-based Southern is bidding for Cajun as part of a
consortium called Louisiana Generating. The other two
partners are Northern States Power of Minneapolis and
Zeigler Coal Holding of Fairview Heights, Ill.  The other
bidders are Enron Corp. of Houston and Southwestern
Electric Power Co. (Swepco) of Shreveport, La., a
subsidiary of Central and South West Corp. of Dallas.   
The last bids submitted by the contenders were: Louisiana
Generating, $950 million; Swepco, $930 million; and Enron,
$925 million. Proposed rates that they would charge member
cooperatives for power were within 1 percent of each

Next week is the last time the bidders will be able to
revise their proposals, and changes are expected.   Cajun
supplies wholesale power to 12 distribution cooperatives
that in turn supply 315,000 homes and businesses.
(Atlanta Journal/Constitution; 03/12/98)

FRETTER INC: Debtors and Committee Seek to Settle Claims
The debtors, Fretter, Inc., et al, and the Official
Committee of Unsecured Creditors seek authority to settle,
with further order of the court disputes regarding certain
claims filed in the cases against one or more of the

Creditors in these cases have filed in excess of 1,600
claims totaling at face value, in excess of $1.3 billion.  

The debtors and the committee propose a claims settlement
procedure.  The proposed procedure shall not be used to
seek approval of settlements of claims with a filed face
value amount of $500,000 or greater or settlements of
claims filed by current or former insiders of any debtor.
A hearing will be held on this joint motion on April 9,

GULF CANADA RESOURCES: Files Rights Agreement With SEC
In its Form 8A filed with the SEC, Gulf Canada Resources,
debtor, filed a Shareholders Rights Plan Agreement dated
February 19, 1998.

The Rights Plan utilizes the mechanism of the Permitted Bid
to ensure that a person seeking control of the Company
allows shareholders and the Board sufficient time to
evaluate the bid.  The purpose of the Permitted Bid is to
allow a potential bidder to avoid the dilutive features of
the Rights Plan by making a bid in conformity with the
conditions specified in the Permitted Bid provisions.  If a
person makes a Take-over Bid that is a Permitted Bid, the
Rights Plan will not affect the transaction in any respect.

The Rights Plan should not deter a person seeking to
acquire control of the Company if that person is prepared
to make a Take-over Bid pursuant to the Permitted Bid
requirements or is prepared to negotiate with the Board of
Directors.  Otherwise, a person will likely find it
impractical to acquire 20% or more of the outstanding
Ordinary Shares because the Rights Plan will substantially
dilute the holdings of a person or group that seeks to
acquire such an interest other than by means of a Permitted
Bid or on terms approved by the Board of Directors.  When a
person or group or their transferees become an Acquiring
Person, the Rights Beneficially Owned by those persons
become void thereby permitting their holdings to be
diluted.  The possibility of such dilution is intended to
encourage such a person to make a Permitted Bid or to
seek to negotiate with the Board the terms of an offer
which is fair to all shareholders.

A full-text copy of the filing is available via the
Internet at:[filename].txt

MOLTEN METAL: Fluor Daniel Opposes Superpriority Financing
Fluor Daniel, Inc. opposes the motion of Molten Metal
Technology, Inc. and its affiliates, as debtors, are
seeking authority for superpriority and senior secured

Fluor Daniel states that despite the debtors' substantial
negative cash flow and multimillions of dollars in
operating losses, the debtors now seek to prime
approximately $1.5 million in mechanic's lien claims held
by Fluor and other lien claimants against the very
facilities built, remodeled, modified and maintained by the
mechanic's lien claimants for the benefit of the estates.  

Fluor Daniel asserts that astonishingly, the vast majority
of the credit facility will not be used to improve the  
facilities in question but instead will be use to fund the
debtors' continuing operating losses, fund the expenses of
administering these bankruptcy cases, and to pay off
existing interim financing that is now currently junior to
the mechanic's lien claimants.

Fluor Daniel states that the debtors' motion is an
inappropriate attempt to pass the risks involved in the
continued operation of their business, which is beset by
speculation and uncertainty on to Fluor and the other
potentially displaced mechanic's lien claimants.

Fluor continues saying that constitutional law, statutory
law, case law and common sense dictate that the debtors
should not be permitted to use Fluor's and other mechanic's
lien claimant's security as collateral to fund the debtors'
speculative gamble that they will ultimately be able to
stem the prodigious tide of their losses and reach

Moreover, Fluor claims that even if the priming request is
not denied due to the law, the debtor states that they need
only $16.5 million to satisfy financial obligations, and
the request for $20 million provides that $1.5 million will
be reserved to pay existing liens.  Even with the
mechanic's lien reserve in place, the debtors have a $2
million cushion in excess of its own projections for larger
than expected operating losses and administrative costs

NINE WEST: Results are Even Worse than Estimated
Nine West Group said it expects to post fiscal fourth-
quarter results that are "substantially" below its previous
estimates, citing weak demand for its shoes.  the Company
said it expects results for the quarter ended January 31,
excluding a charge, to be between breakeven and five cents
a share on a diluted basis,, compared with its previous
estimates of 35 cents a share announced in December.  

The most recent estimates exclude a previously announced
charge of about $3.8 million or nine cents a share for
severance and other costs for a reduction in the work
force. (Wall Street Journal 13-Mar-1998)

PAN AM: Icahn Offers $43 Million
Financier Carl Icahn offered to buy Pan Am in a $43
million deal that could get the airline flying again and
out of bankruptcy proceedings.  Flights could resume in
about a month if the offer is approved by a judge, said
John Olson, an attorney for Pan Am Corp., the parent of the

Pan Am grounded its fleet Feb. 28. Olson said he did not
know how many employees would be retained but Pan Am's
employees would be given preferential hiring when flights
resume. Details of the plan were to be unveiled in
bankruptcy court after a night of intensive talks. Another
court hearing will be held in order to receive competitive

PARAGON TRADE: Hearing to Fix Time to File Proofs of Claim
On March 20, 1998 a hearing will be held on the motion to
fix time for filing proofs of claim and approving notice
procedures filed by Paragon Trade Brands, Inc.

PHOENIX INFORMATION: Sale of Substantially All Assets
Phoenix Information Systems Corp. announced that pursuant
to Section 363 of title 11 of the United States Code (the
"Bankruptcy Code"), Phoenix has completed the sale of
substantially all assets of Phoenix and its subsidiaries,
free and clear of all liens, claims and encumbrances, for
$20 million to affiliates of S-C Phoenix Partners, a major
shareholder.  On February 6, 1998, Phoenix announced the
approval of the asset sale by the United States
District Court for the District of Delaware.

The Memorandum Opinion issued by the Bankruptcy Court in
this case reiterated the financial status of the debtor
stating that the debtor sustained net losses of $4,841,824
in its fiscal year ending March 31, 1995, $9,704,318 in
1996, and $11,031,821 in 1997.  The company's current
operating expenses are approximately $700,000 to $800,000 a
month.  Those expenses include approximately $120,000 every
two weeks for payroll, $27,000 a month for rent, $75,000 to
$100,000 a month for telecommunications expenses, and
$150,000 a month for development related expenses done
through outside consultants.  On the day of filing, Phoenix
had $39,000 in cash, $65,000 in accounts receivable
and $725,000 in accounts payable.

The court held hearings on the proposed sale to S-C Phoenix
Partners and in particular the court responded to the
objections of the Equity Committee. The court applied the
sound business purpose test.  The court determined that the
debtors provided adequate notice of the sale, that the
price of the sale was reasonable, that the negotiations
were conducted in good faith and the court determined that
a sound business reason exists for the sale.

RICKEL HOME CENTERS: Objections Overruled
The court has overruled objections by Vornado, Inc., Net
Realty Holding Trust, and L.R.S.C., Co. to the debtor' s
motion to sell 41 of its leases to Staples, Inc.  By the
terms of the agreement, Staples has agreed to pay the
debtor $35.5 million in exchange for the leases.  To secure
its performance under the agreement, Staples has posted a
$3 million deposit.

RICKEL HOME CENTERS: Proposal for Avoidance Actions
The debtor, Rickel Home Centers, Inc. seeks to establish
procedures for settlement of avoidance actions among the
debtor, Legacy, Ltd. and the Creditors' Committee.

In recognition of the impending expiration of the two-year
statute of limitations on the avoidance actions, the debtor
and its professionals identified potential defendants who
had received prepetition transfers from the debtor that
could be characterized as preferences or fraudulent

The debtor proposes, with the approval of the Committee,
that it be authorized to settle individual avoidance
actions without further notice to the Committee or prior
approval of the court where the amount originally asserted
by the debtor does not exceed $40,000.    The debtor also
proposed with the approval of the Committee but without
need for prior Court approval, that it be authorized to
settle individual avoidance actions where the amount
originally asserted by the debtor exceeds $40,000 but does
not exceed $200,000 provided that the settlement amount is
not less than 70% of the amount originally asserted by the

The key feature of the settlement procedures is the
debtor's ability to move rapidly to resolve avoidance
actions and consummate settlements.  The $40,00 cutoff for
Committee approval will permit the debtor to resolve many
of the smaller avoidance actions without the administrative
burden of involving the Committee in evaluation of what is
likely to be the exchange of voluminous documentation
relating to prepetition transfers.

RIVER OAKS: Files for Chapter 11 Protection
River Oaks Furniture, Inc. filed for Chapter 11 in the US
Bankruptcy Court, District of Northern Mississippi on March
5, 1998.  For the year ended December 31, 1996 the company
reported income of ($3.50) million and liabilities of
$42.60 million.  The company designs and manufactures
varying styles of upholstered and leather stationary
furniture consisting of sofas, loveseats, matching chairs
and recliners.  Attorney to the debtor is James W. Newman,
Jackson Mississippi.

SA TELECOMMUNICATIONS: MCI Tries to Persuade the Court
Although MCI is not a party to motions of the providers
demanding that the debtors provide adequate assurance,
MCI states that the issue raised by the debtors, stating
that the Providers are not utilities, affects all
interexchange carriers including MCI.

The debtors argue that monopolisitic control over a service
is an essential characteristic of a utility.  But although
a characteristic, MCI states that it is not a necessary
characteristic of anon-public utility.  MCI argues that
because Congress chose not to distinguish between public
and non-public utilities it is clear that both types of
utilities fall under 11 USC section 366.

MCI states that regardless of the court's ruling on
WorldCom's motion, the court should hold that long distance
telecommunications providers constitute utilities and are
therefore entitled to the protection afforded by the


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