TCR_Public/980318.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, March 18, 1998, Vol. 2, No. 53              
                    
                   Headlines

BANK OF JAPAN: Japan Has New Central Bank Chief
BIDERMANN INDUSTRIES: $55M DIP Pact Extended To October 17
BRUNO'S INC.: Change of Venue Under Advisement
BUSTER BROWN: $2.5M Overadvance On DIP Loan Okayed
FOLEY'S GRILL: Files for Chapter 11

GAYLORD COMPANIES: Order Enlarging Exclusivity Periods
GUILD PLAZA: Landlord Seeks Hotel Liquidation
GTE WIRELESS: Sues to Erect Cellular Phone Tower
HARRAH'S JAZZ: Atty General Says No Legislative Approval
LEVITZ FURNITURE: Interim CFO No Longer Needed

MATTRESS HEADQUARTERS: Files for Chapter 11 Protection
MOLTEN METALS: Confusion Over Companies' Symbols
MOSKVICH: Russian Plant to Assemble Renault Autos
PAN AM: Mandaric Speaks Up
PAN AM: Order Approves Berger Davis as Committee Counsel

PEGASUS GOLD: Committee Objects to Houlihan Lokey
PHELPS TECHNOLOGIES: Continued Date of Creditors' Meetings
PHELPS TECHNOLOGIES: Retention Plan and Counsel Approved
PHELPS TECHNOLOGIES: Final Order for DIP Facility
RDM SPORTS: Order Approves Financial Consultant

RELIANCE ACCEPTANCE: Hearing on Disclosure Statement
SA TELECOMMUNICATIONS: Seeks Extension of Exclusivity
SEA ISLAND COTTON: Restraining Order Lifted
SIERRA ROCKIES: Elects New President and Moves to Calif.
VALLERIE'S TRANSPORTATION: Court Orders Liquidation

              ****************

BANK OF JAPAN: Japan Has New Central Bank Chief
----------------------------------------------
Industrialist Masaru Hayami will take over as head of
Japan's central bank, whose governor is resigning to take
responsibility for the arrest of a bank official in a
bribery scandal, Japanese media reports said today.

Prime Minister Ryutaro Hashimoto's Cabinet was expected to
appoint Hayami as soon as Friday, Kyodo News reported. BOJ
Governor Yasuo Matsushita expressed his intent to step down
last Wednesday following the arrest earlier that day of
a senior central bank official on influence-peddling
charges.  Hayami is a former president of Nissho Iwai, one
of Japan's largest trading companies.  


BIDERMANN INDUSTRIES: $55M DIP Pact Extended To October 17
----------------------------------------------------------
Bidermann Industries USA Inc. won approval to extend the
termination date of its $55 million debtor-in-possession
financing agreement with NationsBank N.A. and The CIT
Group/Business Credit Inc. from April 17 to Oct. 17.  

The company will pay an extension fee of $275,000 to the
lenders and may recoup a portion of the fee if, upon
confirmation of a reorganization plan for its Cluett
Peabody & Co. or Great American Knitting Mills Inc.
units, either obtains a revolving credit line from
NationsBank and CIT. (Federal Filings, Inc. 16-Mar-1998)


BRUNO'S INC.: Change of Venue Under Advisement
----------------------------------------------
After a hearing last week, the court has taken under
advisement requests to move the Bruno's Chapter 11 case
from Delaware to Alabama. In opposing the requests, the
supermarket operator contended that Delaware is the proper
venue because it is where parent company PWS Holding Corp.
is incorporated.  The company noted that "substantially all
of the major chapter 11 cases" filed in Delaware over the
past eight years have involved entities whose physical
assets, employees and operations were located outside the
state. (Federal Filings, Inc. 16-Mar-1998)


BUSTER BROWN: $2.5M Overadvance On DIP Loan Okayed
--------------------------------------------------
Buster Brown Apparel, Inc. won court approval of a $2.5
million over-advance on its $20 million debtor-in-
possession financing agreement with Foothill Capital Corp.  
"This amount should provide sufficient additional working
capital to get the Debtor to confirmation of a plan," the
children's apparel manufacturer asserted. (Federal Filings,
Inc. 16-Mar-1998)


FOLEY'S GRILL: Files for Chapter 11
-----------------------------------
Foley's American Grill, the Lockland-based restaurant chain
has filed for Chapter 11 bankruptcy protection, though it
is expected to emerge.  Leonard Eppel, an area turnaround
specialist brought in to assist the ailing company less
than two weeks ago, confirmed Tuesday that its partners
filed for protection from creditors Friday.  

Foley's operates restaurants in Harrison, Landen and
Erlanger. They will remain open through the reorganization.
"They had several (restaurants)," Mr. Eppel said. "They
closed some, they sold some, they've been trying to
reorganize, and they got caught in that sort of thing."
Mr. Eppel said the Erlanger restaurant, for instance, had
been closed for almost eight months because of sluggish
business, although the company was still paying rent. It
reopened about four weeks ago as a Cheeseburgers & Cold
Beer franchise.

He said some of the restaurants were profitable, but others
were operating at a loss, which compounded problems when
Foley's came short on working capital. He said the company
also has faced tax issues.  The partial filing in federal
Bankruptcy Court in Cincinnati does not list the company's
assets and liabilities, nor does it identify its secured
creditors.

The filing does include the 20 largest unsecured creditors,
which are owed more than $56,000 combined. Among the
largest in Cincinnati are Messmer & Associates, owed
$8,117; Holthaus Signs, owed $6,737; and Landen Square
Shopping Center, owed $4,993.

The filing lists 21 limited partners and two general
partners: Mr. Foley and Gerald Grubbs, also of Cincinnati.
"It appears that the current operations are stable enough
with sales that we can come up with a plan to reorganize
the business," Mr. Eppel said. (Cincinnati Enquirer
11-Mar-1998)


GAYLORD COMPANIES: Order Enlarging Exclusivity Periods
------------------------------------------------------
The court entered an order in the case of Gaylord
Companies, Inc. and its affiliated companies, as debtors,
granting the debtors the exclusive right to file their
plans of reorganization through and including May 12, 1998
and the exclusive right to solicit acceptances of such
plans through and including July 13, 1998.


GUILD PLAZA: Landlord Seeks Hotel Liquidation
---------------------------------------------
The owners of the KSB&T Building have asked the U.S.
Bankruptcy Court in Wichita to convert the Chapter 11 debt
reorganization case of its largest tenant, the Guild Plaza
Hotel, to a Chapter 7 liquidation - or dismiss the case
altogether.

The building owners, Research Boulevard Partnership,
notified the court March 9 of its request, saying either
move would be "in the best interest of creditors and the
estate."  If the bankruptcy were dismissed, the parties -
Guild Plaza and its creditors - could resolve their
differences in Sedgwick County District Court.
If it were converted to Chapter 7, a trustee would be
appointed to take control of the hotel's assets and
determine whether to keep it open, sell it or close
it.

Teresa James, counsel for Research Boulevard, said her
client's request for the Chapter 7 conversion is to allow
the Bankruptcy Court - rather than the district court - to
decide on the allegations raised by Guild against them.

Bob Nugent, attorney for the Guild Plaza, said he is
puzzled by Research Boulevard's action. A month ago, after
"the blowup of the sale" of the hotel, his client asked
that bankruptcy case against them be dismissed, allowing
the disputes between the hotel and its landlord to be
resolved in district court. But Research Boulevard objected
to that motion.

"We didn't have anyplace to go in Chapter 11 but to
dismiss," said Nugent.  Now, he added, he believes Research
is seeking a Chapter 7 so a trustee can be named to
liquidate or evict the hotel.  "We believe Chapter 7 is a
waste of the court's time and of the trustee's resources."  
Nugent added he expects the Guild's lawsuit against
Research Boulevard to proceed, regardless of the court's
decision.  (Wichita Business Journal 03/13/98)                       


GTE WIRELESS: Sues to Erect Cellular Phone Tower
------------------------------------------------
Both GTE Wireless and AirTouch Cellular have filed lawsuits
against Anderson Township in Franklin County Common Pleas
Court in Columbus, Ohio.  The lawsuits ask for court
authorization to erect cellular phone towers in
Anderson on land leased from the Ohio Department of
Transportation.

Anderson Township Trustee President Russell Jackson asked
Hamilton County Common Pleas Court Judge Ralph Winkler for
an injunction to stop GTE Wireless and AirTouch from
erecting the towers. AirTouch and GTE Wireless are leasing
land from ODOT to build 200-foot towers inside the
Interstate 275 beltway in Anderson.

Jackson says the leases violate his community's local
zoning laws.  The two cellular phone companies, on the
other hand, have asked for a court ruling saying that their
leases from ODOT are not subject to township zoning
requirements. "ODOT under state law is not subject to
township zoning restrictions," said Karen Urso, GTE
Wireless marketing communications administrator.

Since ODOT is not subject to local zoning, its lease to GTE
Wireless is exempt from Anderson zoning restrictions, she
says.   Since ODOT might not be able to lease the land as
promised because of local zoning restrictions, the
transporation department was named a defendant, along
with Anderson, by the two cellular phone companies.
(Cincinnati Post 03/12/98)


HARRAH'S JAZZ: Atty General Says No Legislative Approval
--------------------------------------------------------
Louisiana Attorney General Richard Ieyoub has issued an
opinion saying the state's gaming board may approve the New
Orleans land casino contract without legislative approval.
Harrah's Jazz has been trying to restart construction on
the land casino after declaring bankrupcy during 1996.

Ieyoub's opinion does not have the force of law, but it
could provide Harrah's with enough leverage to begin work
on the casino, located downtown near the historic French
quarter.  Ieyoub's opinion indicates that Governor Mike
Foster does not have the authority to re-negotiate or
implement a new casino contract, but the Louisiana
Gaming Control Board does have that authority.

So far, state lawmakers have not said if they will
challenge Ieyoub's ruling in court. The gaming board has
approved Harrah's renegotiated contract. Harrah's emerged
from bankruptcy last year with a court-approved re-
organization plan and a contract that guarantees the state
$100 million annually.

The plan to bypass the legislature emerged after it became
evident that the casino contract did not have the votes to
pass in a special session later this month. Foster says the
state will open itself to more than $1 billion in civil
liabilities if it denies Harrah's contract.   
(UPI 16-Mar-1998)


LEVITZ FURNITURE: Interim CFO No Longer Needed
----------------------------------------------
Reminding the Court that the Debtors brought Michael E.
McCreery on board as their new SVP and CFO in February, the
Debtors say that the services by EIG Management, Inc., and
Eliot I Green in their capacity as Interim CFO are no
longer necessary.  The Debtors further remind the Court
that their agreement for the engagement and retention of
EIG Management, Inc., and Eliot I. Green expires on March
26, 1998, subject to month-to-month renewals.  

By this Motion, the Debtors ask the Court for permission to
enter into an agreement with EIG and Mr. Green which will:

(a) Terminate EIG's CFO-related services;

(b) Continue to retain EIG as Special Projects Coordinator
to the Debtors;

(c) Reduce EIG's monthly compensation by $5,000 to $32,500
per month.

(d) Avoid any gap in Mr. Green's continuous provision of
service to the Debtors.

Specifically, the Debtors want EIG to work on various
projects identified by the Debtors . . . including, but not
limited to:

(1) conducting an in-depth analysis of the converting
certain warehouse stores to satellite stores,

(2) analyzing gross margin to develop pricing and
promotional strategies with the Debtors' merchandising
division,

(3) analyzing advertising efforts to determine
productivity in gross margin and EBITDA in order to create
a more efficient advertising program, and

(4) establishing and setting up a pre-petition payables
reconciliation system for the Debtors.

The Debtors stress the benefits EIG and Mr. Green have
contributed since the Petition Date. (Levitz Bankruptcy
News 16-Mar-1998)


MATTRESS HEADQUARTERS: Files for Chapter 11 Protection
------------------------------------------------------
Citing liabilities of $345,808 and assets of $103,628,
Mattress Headquarters Inc. has filed for protection from
its creditors under Chapter 11 of the bankruptcy code.

William F. Greany Jr., president of the Norfolk-based
company, cited increased competition and Navy sailors'
concern over the prospect of war in the Persian Gulf as
factors.  The company will keep three stores open in
Chesapeake, Norfolk and Virginia Beach, Greany said.
Another Norfolk location on Little Creek Road closed last
fall.   In cutting overhead "to the bone," Greany said, the
family-run business has gone from 15 employees in February
1997 to five. (Virginian Pilot Ledger Star- 03/14/98)


MOLTEN METALS: Confusion Over Companies' Symbols
------------------------------------------------
Metal Management, Inc., received phone calls from worried
investors as soon as Molten Metals filed for bankruptcy.
While Molten Metals is in no way involved with Metal
Management, the companies were bound by similar tickers-
MTLM for Metal Management and MLTN for Molten Metals.

"People were calling asking us about the bankruptcy and the
new CFO," a Metal Management spokesperson said, all of
which was news to the IR team at $236 million market cap
Metal Management.  But this was not the first time the
scrappy scrap metal recycler has had to undo damage to its
image caused by the troubled East Coast environmental
technology company.

In fact the bankruptcy is the third such incident in a
year. And all told, the three incidents have generated as
many as 300 calls to Metal Management from investors
inquiring about disappointing quarters, analyst downgrades
and the resignation of its CEO: None of which applied to
MTLM, but all of which applied instead to MLTN.

Faced with a dropping stock price totally unrelated to
company fundamentals or even industry fundamentals, Metal
Management sought the advice of market watchers at Nasdaq
which advised them to put out a release "to prevent further
confusion between its stock symbol and that of an unrelated
company which has been experiencing financial and
management difficulties."

Metal Management has signed a letter of intent to acquire
Houston Compressed Steel Corp. and has a binding letters of
intent to acquire Superior Forge Inc., Salt River Recycling
of Phoenix, Ariz., Goldin Industries of Gulfport, Miss.,
and a host of other small, independent and privately owned
scrap recyclers.

While this last confusion over the stock symbol may have
been the most frustrating for Metal Management, it also may
be the last. Since Molten Metals has filed Chapter 11-which
sent its stock plummeting 46% to 18.75 cents a share-
the company's ticker symbol will now include the letter Q.
(Investor Relations Business- 03/01/98)


MOSKVICH: Russian Plant to Assemble Renault Autos
-------------------------------------------------
A debt-ridden Russian auto plant will begin assembling
Renault cars later this month under a joint venture between
the French company and the mayor of Moscow, according to a
news report Monday.

The first of Renault's Megane models, which will be
assembled at the Moskvich plant, are expected to start
rolling out in September.

The schedule was set during a meeting Monday between Moscow
Mayor Yuri Luzhkov and Renault president Louis Schweizer,
the ITAR-Tass news agency reported.  Annual production is
expected to rise from 2,000 cars in 1998 to as many as
120,000 in four years, news reports have said.  Luzhkov,
whose city government holds a controlling stake in
Moskvich, said the joint venture also will produce Renault
engines.

Moskvich has been losing money for years. Luzhkov's
administration came to its rescue earlier this year when
the government tried to force it into bankruptcy
proceedings. The city is now acting as guarantor of
Moskvich debts and is trying to revive it with a
combination of tax breaks and contracts.


PAN AM: Mandaric Speaks Up
---------------------------
Milan Mandaric, is continuing to meet with lawyers,
accountants, Pan Am executives, airline analysts and other
financial advisors.  Mandaric faces the pressing time
deadline of Friday's bankruptcy hearing.  

Mandaric, who met with his advisors until midnight on
Monday and with Pan Am's senior management team early
Tuesday morning said: "While I continue the process of due
diligence and attempt to sort through the potential
obstacles to my making an investment, I remain upbeat in
pursuit of Pan Am, particularly following this morning's
meeting with the entire senior Pan Am management
group.  I found them to be enthusiastic and capable and it
would be unfortunate to lose a cohesive team of this
caliber.  I am hopeful that I can go forward
with an investment in Pan Am, but I must reiterate that I
will only do so if I can find an equation that offers a
chance for success for everyone involved while addressing
the many constituencies that have been affected by the
problems at Pan Am."  

The constituencies that Mandaric referred to include the
employees, loyal customers disadvantaged by the shutdown,
unsecured creditors, secured creditors, shareholders,
suppliers, and service providers.  Mandaric's
corporate turnaround formula that has brought him many past
successes has always centered on his ability to bring all
the affected parties into the recovery process.  

    
PAN AM: Order Approves Berger Davis as Committee Counsel
--------------------------------------------------------
The Official Committee of Unsecured Creditors of Pan
American Airways Corp. and Pan American World Airways,
Inc., received the authority of the court approving the
employment of Paul Steven Singerman and the firm of Berger
Davis & Singerman as counsel to the Committee.


PEGASUS GOLD: Committee Objects to Houlihan Lokey
-------------------------------------------------
The Official Committee of Unsecured Creditors of Pegasus
Gold Corporation and its related entities, debtor, objects
to the employment of Houlihan, Lokey, Howard & Zukin
Capital as financial advisors to the debtor.  The Committee
states that the application is unacceptably overbroad and
financially onerous to the estates.  

The Committee also states that although the debtor proposes
to hire Houlihan solely to identify potential buyers and
coordinate the marketing and sale of estate assets, the
proposed scope of the engagement entails duties and
responsibilities far beyond those of a broker, to the point
of encroaching upon, overlapping and duplicating services
proposed to be performed by Zolfo, Cooper LLC as financial
consultants.

In addition the Committee complains that the compensation
structure is inappropriate, unreasonable, burdensome to the
estates and inconsistent with bankruptcy law and policy.
The Committee objects to the fact that Houlihan would
receive a monthly fee regardless of the work performed, if
any, and the success fee is, in the Committee's opinion,
excessive and premature.  The Committee also states that
indemnity provisions are unwarranted.  


PHELPS TECHNOLOGIES: Continued Date of Creditors' Meetings
----------------------------------------------------------
The creditors' meetings in the cases of Phelps
Technologies, Inc., and Phelps Tool and Die Houston, Inc.
have been continued to March 27, 1998.


PHELPS TECHNOLOGIES: Retention Plan and Counsel Approved
--------------------------------------------------------
The court has entered an order in the case of Phelps
Technologies, Inc., and Phelps Tool and Die Houston, Inc.
authorizing the adoption of an employee retention plan as
presented by the debtor to the court.

The court also entered an amended order authorizing the
debtor to employ Polsinelli, White, Vardeman & Shalton, a
professional corporation as counsel to the debtors.  The
law firm will be paid by submitting an itemized
statement and the debtor is authorized to pay 80% of the
fees and 100% of the expenses.


PHELPS TECHNOLOGIES: Final Order for DIP Facility
-------------------------------------------------
The court has entered a final order in the case of Phelps
Technologies, Inc., and Phelps Tool and Die Houston, Inc.
authorizing the existing credit facility with LaSalle
Business Credit, Inc. and to obtain post-petition
extensions of credit thereunder, granting additional
security interests and liens and superpriority claims
status to the lender.


RDM SPORTS: Order Approves Financial Consultant
-----------------------------------------------
In the case of RDM Sport Group, Inc., and its affiliates,
as debtors, the court has approved the Trustee's
application for approval of employment of William G. Hays &
Associates, Inc. as a financial consultant in these
proceedings.


RELIANCE ACCEPTANCE: Hearing on Disclosure Statement
----------------------------------------------------
A hearing will be held on April 17, 1998 to consider the
adequacy of the debtors' proposed disclosure statement.


SA TELECOMMUNICATIONS: Seeks Extension of Exclusivity
-----------------------------------------------------
The debtors, SA Telecommunications, Inc. and certain of its
subsidiaries are requesting a court order extending the
time periods within which the debtors shall have the
exclusive right to file a plan or plans of reorganization
and to solicit acceptances thereto.

After an auction on March 9, 1998, this court entered an
order approving the sale of certain assets of the debtors
to EqualNet.  The sale is expected to close by the end of
April 1998.  The consideration for the sale is $3,472,000
assumption of certain liabilities and preferred stock with
an estimated value in the range of $4 million.

The current period will expire on March 19, 1998 and the
current solicitation period will expire on May 19, 1998.
The debtors request that the court extend the plan period
for an additional 90 days until June 17, 1998 and the
solicitation period from May 19, 1998 to August 16, 1998.

The debtors state that now that a sale of the assets has
been approved, the debtors believe that it is appropriate
to focus their efforts on development of a plan proposal.  
It is the debtors' intention to promptly commence
discussions with interested constituencies with the goal
of submitting a consensual plan to the court.


SEA ISLAND COTTON: Restraining Order Lifted
-------------------------------------------
More than 100 farmers, bankers and cotton merchants crowded
the U.S. Bankruptcy Court in Augusta yesterday as a judge
lifted a federal restraining order that locked $17 million
of contested cotton in warehouses across two states.
However, the bales remain in limbo under another order by a
Georgia Superior Court judge.

The cotton is at the center of a controversy involving a
Statesboro broker accused of selling the bales to merchants
without paying farmers for them.  A handful of farmers
petitioned the court last week to force the brokerage
firm, Sea Island Cotton Trading Inc., into involuntary
bankruptcy, and owner David Prosser voluntarily filed for
personal bankruptcy a day later.

Officials must determine how much of the cotton is still in
the name of Sea Island to figure out how much of it is
affected by the bankruptcy proceedings. Lawyers estimated
in court yesterday that electronic receipts -- essentially
the title to ownership -- for as much as 90 percent of the
bales have already been turned over to other parties,
leaving farmers and cotton merchants to fight out competing
claims in state courts.

A hearing in Bulloch County Superior Court, where a judge
heard claims from two dozen attorneys earlier this week, is
set to resume Tuesday in Statesboro.  As many as 20 Burke
County farmers are tangled in the legal mess, and a
cotton warehouse in Augusta holds at least 1,000 bales of
the contested cotton. Bulloch County farmers estimate as
many as 150 of their colleagues are affected.

"We're talking about $50,000 to $60,000 of my money," said
a Statesboro farmer after spectators were ejected from the
federal courtroom Friday morning for a conference among
attorneys. "I think I have a right to be in there and
hear what's going on."
(Florida Times Union 03/14/98)


SIERRA ROCKIES: Elects New President and Moves to Calif.
--------------------------------------------------------
Sierra Rockies Corporation announced that the Board of
Directors has taken steps to reorganize the company.  These
steps include the reconstruction of the Board of Directors,
the election of a new President, Daniel Lezak, well known
turn-a-round specialist, the return of the Company to
California, effective October 1, 1997, and the recognition
of the need and the approval of a possible Chapter 11
Bankruptcy filing.

Daniel Lezak, the new President, who has been successful in
reorganizing over 60 companies in 9 different
jurisdictions, indicated that the Company would be totally
restructured and moved into a different business
environment. This announcement and the details of the
restructuring will be the subject of an 8K filing with the
SEC within a few days.


VALLERIE'S TRANSPORTATION: Court Orders Liquidation
---------------------------------------------------
Packaging Plus Services, Inc. announced that the U.S.
Bankruptcy Court determined at a hearing yesterday to
liquidate Vallerie's Transportation rather than sell it as
a going concern.  The only bidder other than PKGP, Red
Star, would purchase customer lists of Vallerie and the
Debtor would retain the assets for sale.

PKGP is working with Vallerie management to purchase the
assets and establish a new company.  The acquisition costs
would be less than the full purchase price of $4 million,
which PKGP was willing to pay for the Vallerie concern.  
This would enable PKGP to continue with its original plan
for Vallerie that was to add the new company to other
transportation transactions it is presently negotiating,
having a total value in excess of $500 million.

The liquidation causes the loss of 100 non-union jobs.  Mr.
Richard Altomare testified at the hearing for the
continuance of Vallerie's as a going concern.  "The company
is undaunted by the action of the Court.  Although we
feel the human element was ignored, we will not allow this
to change our established goals for the benefit of PKGP
stockholders," said Altomare.

PKGP's other subsidiaries are the Association of Packagers
and Carriers, Inc. (APAC), a nationwide association of
independent postal centers.  The association provides
access to business services and logistically convenient
and cost effective delivery of goods worldwide.  Packaging
Plus' other subsidiaries are engaged in advertising,
logistical services and concierge services.


                     *********

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.   
  
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