TCR_Public/980427.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, April 27, 1998, Vol. 2, No. 83                   

ALLIANCE ENTERTAINMENT: Seeks Extension of Exclusivity
CREDIT LYONNAIS: France Says it Will Privatise Bank
EATON'S: Norwest Buys Credit Unit
FRETTER INC: Court Approves Fretter Global Settlement

GAYLORD CO.S: Request Extension to Assume or Reject Leases
GUY F. ATKINSON: Stipulation for Exclusivity Extension
HAGERSTOWN FIBER: Ex-Partner Seeks Case Dismissal
HANBO STEEL: Ohio Valley Allies Protest Steel Imports
HARRAH'S JAZZ: Court's Opinion Confusing

INTERNATIONAL HERITAGE: Judge Orders IHI Back To Business                        
L.A. GEAR: Second Amended Disclosure Statement
MEDLAB: LabCorp Plans to Acquire Medlab
MESA AIRLINES: No More Denver Flights
RELIANCE ACCEPTANCE: Committee Objects to Examiner

RELIANCE ACCEPTANCE: Sabbia Group Supports Examiner
SEARS ROEBUCK: Profits Fall 26.6 Percent in First Quarter
TULIP COMPUTERS: One of Independents in Europe Goes Under
WESTERN PACIFIC: Federal Flight Certificates With Value
WESTMORELAND COAL: Funds' Plan Ups Value To $130M


ALLIANCE ENTERTAINMENT: Seeks Extension of Exclusivity
The debtors, Alliance Entertainment Corp., et al., are
seeking to extend the exclusive periods during which the
debtors may file a plan or plans of reorganization and
solicit acceptances of such plan or plans.

A hearing on the motion will be held before Judge Burton R.
Lifland on May 6, 1998.

The debtors claim that they have made significant strides
toward restructuring their businesses.  They have presented
a proposed draft plan of reorganization to the major
creditor constituencies.   The debtors state that
compelling the debtors to prematurely file their plan of
reorganization against the wishes of their major creditor
constituencies, due to the impending termination of the
debtor's exclusivity, will no doubt have an adverse impact
on the debtors' business operations.  Moreover, the
progress of these cases would be adversely affected through
the creation of a hostile environment in which to conduct
future plan negotiations.  The debtors also state that the
sheer size of the case is ample cause for the extension.

The motion to extend exclusivity does not state a date
specific for the continuance of the period except that with
respect to Concord Records, Inc., the debtors seek an
extension to July 31, 1998 of the period to file a plan,
and the debtors request that the exclusive solicitation
period for Concord be extended to September 30, 1998.

Consolidated Stainless, Inc. is requesting a court order
establishing a date by which proofs of claim and proofs of
interest must be filed with the court.

The debtor is currently in the process of developing a
final business plan in connection with its efforts to
formulate a plan of reorganization.  It is necessary for
the debtor to review and evaluate all claims of creditors
scheduled as disputed, contingent and/or unliquidated.

It is necessary for the debtor to ascertain the number,
amount and nature of claims that may be asserted against
the debtor which are in addition to, or at variance with,
those set forth in the debtor's schedules and the debtor's
books and records.

The debtor seeks an order fixing July 1, 1998 as the Bar

CREDIT LYONNAIS: France Says it Will Privatise Bank
France vowed to fight any European Commission veto of
financial aid to Credit Lyonnais, saying it would privatise
the state-owned bank next year, but not be rushed into a  
sale.  Finance Minister Dominique Strauss-Kahn, waging a
war of words with European Competition Commissioner Karel
Van Miert, said he still hoped a deal could be reached to
avoid a veto, saying, "we must all keep a cool head."

Van Miert, livid at failure by successive French
governments to do what they promised in return for his
approval of multi-billion dollar rescues of the
bank since 1994, is threatening to block further government
aid flows to Lyonnais.  Ironically, this aid has been given
to Lyonnais to cover losses incurred by the bank in
financing recovery loan arrangements formulated under a
1995 rescue plan.  In 1997 this amounted to three billion
francs ($500 million).
The cross-border war of words escalated dramatically
earlier this week when  reporters were told in a high level
Commission briefing in Brussels that a, "negative decision
(a veto of the state aid by the Commission) could force the  
bank into bankruptcy." The Commission is demanding that
France reduce the bank's activities in France, sell off its
European subsidiaries and agree to begin to privatise it.
M Strauss-Kahn said, "Credit Lyonnais will not be sold off
piecemeal, as some people want, notably abroad."  Several
European banks, including Lloyds TSB, have expressed an
interest in taking a stake in Credit Lyonnais.  
(Reuters:Financial- Paris newsroom and Times of London -

EATON'S: Norwest Buys Credit Unit
T. Eaton Co. of Toronto said it has completed the sale of
its credit-card business to Minneapolis-based Norwest Corp.
for $88 million as the Canadian department-store retailer
prepares to sell its stock to the public. Eaton  
emerged from bankruptcy protection in September.
(OmahaWorldHerald - 04/22/98)

FRETTER INC: Court Approves Fretter Global Settlement
In a decision rendered orally yesterday, the court approved
Fretter's global settlement after overruling the U.S.
Trustee's objection.  The global settlement will be
consummated within six months if certain conditions
outlined in the agreement are satisfied by the end
of that period. (Federal Filings, Inc. 24-Apr-98)

GAYLORD CO.S: Request Extension to Assume or Reject Leases
Gaylord Companies, Inc. and its affiliated companies, as
debtor, are seeking an extension of time to assume or
reject 11 unexpired non-residential real property leases.
The debtors also seek to reject two of The Cookstore, Inc.
leases, in Florence Kentucky and Indianapolis, Indiana.

A hearing on the motion will be held on May 4, 1998.

The leases are a significant asset of the respective
bankruptcy estates of the debtors and the decision to
assume or reject the leases is central to the debtors'
reorganization.   The Bookstore debtors and United Magazine
Company have each filed plans of reorganization for Gaylord
Book Company, Gaylord's, Inc., Sawworth Book Company and
Gaylord enterprises, Inc.  A confirmation hearing is
scheduled for April 27, 1998.  With respect to the
Cookstore, Inc., The Cookstore Worthington, Inc. and
Gaylord Companies, Inc., the debtors are making progress
toward a plan of reorganization.  These debtors are
concluding financing arrangements with Fremont Financial
Corp. and Cambridge Holdings, LLC.   

The debtors request that the court extend the deadline to
assume or reject the leases until July 13, 1998.

GUY F. ATKINSON: Stipulation for Exclusivity Extension
Guy F. Atkinson Company of California and its affiliated
companies, together with the Official Committee of
Unsecured Creditors of GFA Nevada, Fidelity and Deposit
Company of Maryland and American Insurance Group of
Companies and their affiliates and wells Fargo Bank, N.A.
as agent for a group of banks and other lenders, all agree
that an extension of time to file a plan is appropriate and
in the best interest of the debtors' estates and their

The parties agree that the time within which the debtors
maintain the exclusive right to file a plan of
reorganization is continued until June 1, 1998.  The period
within which only the debtors may solicit acceptances to a
plan is continued until august 3, 1998.

The debtors have agreed that they shall not file a plan
that does not have the support of the Committee, the Banks
and the Bonding Companies without first making a reasonable
good faith attempt to meet and confer with those parties.  
If the plan does not have the support of the other parties,
they may file a competing plan.

HAGERSTOWN FIBER: Ex-Partner Seeks Case Dismissal
Hagerstown Fiber L.P.'s former general partner is seeking
to dismiss the partnership's Chapter 11 case, charging that
it is a litigation maneuver by the limited partners,
bondholders, and current general partner Pencor Inc.  
Pencor First Fiber Inc. (PFF), which claims it was
improperly ousted as general partner the day before
Hagerstown filed for bankruptcy, argued that Pencor lacked
the authority to file a Chapter 11 petition on the
partnership's behalf.  Pursuant to the partnership
agreement, removal of PFF triggered the dissolution of the
partnership, rendering Hagerstown ineligible for Chapter 11
relief, according to PFF. (Federal Filings, Inc. 24-Apr-98)

HANBO STEEL: Ohio Valley Allies Protest Steel Imports
A coalition led by Weirton Steel Corp. and union workers
yesterday called on Ohio Valley residents to seek
government action against a South Korean steelmaker that it
says is jeopardizing U.S. jobs.  Speakers at a rally at
company headquarters set their sights on bankrupt Hanbo
Steel, which continues pumping out cheap steel with the
help of Korean government subsidies. Independent
Steelworkers Union President Mark Glyptis called Hanbo "a
major threat to our local steel industry."

When Asia's economic crisis battered world markets last
fall, economists feared the region would attempt to export
its way out of the problem, flooding the U.S. market with a
host of cheap goods. Some steel industry analysts have  
downplayed the impact so far on U.S. steelmakers, saying
that rising prices in Europe are diverting Asian steel that
would have otherwise hit U.S. shores.

But the Washington trade attorney who represents Weirton
Steel thinks the worst is yet to come.  "It's our firm
belief that we're going to see a virtual explosion of steel  
exports from Asia to the United States this summer," said
Roger Schagrin.  Japanese steel exports to the United
States increased 91 percent in the first two months of this
year, Schagrin said, citing statistics released this  
week by the American Iron and Steel Institute.

Hanbo, Korea's second-largest producer, collapsed in
January 1997. Schagrin said that even though it is buried
under $6 billion in debt, it continues to operate at full
capacity, selling steel for $200 a metric ton when world
prices are $350 per metric ton. In December, the Korean
government promised to stop subsidizing failed companies,
"yet it continues to subsidize Hanbo Steel," Schagrin said.

"We just should not give aid to these countries unless
they're going to change their systems," he said.
Glyptis said Hanbo's steel is being sold to pipe and tube
producers that usually buy from Weirton Steel and Wheeling-
Pittsburgh Steel. "If we lose those customers, there could
be a significant impact on our union members," he said.

Wheeling-Pittsburgh officials were asked to take part in
the protest but did not appear.  In full-page newspapers
ads headlined "The Ohio Valley vs. South Korea,"  
coalition members are urging residents to write to U.S.
Commerce Secretary William M. Daley or U.S. Trade
Representative Charlene Barshefsky and ask them  
to file a complaint against South Korea with the World
Trade Organization.  (Pittsburgh Post Gazette - 04/23/98)

HARRAH'S JAZZ: Court's Opinion Confusing
The 1st Circuit Court of Appeals opened the door Wednesday
to legislative action on the state's operating contract
with the half-finished New Orleans casino. But the court's
majority opinion, written by Judge Brady Fitzsimmons,
left opponents and proponents of the casino uncertain of
exactly who won.

Confusion arose because the court's majority made two
rulings.  It upheld a trial court ruling that the Louisiana
Gaming Control Board has the authority to renegotiate the
casino's operating contract without obtaining  legislative
approval. It also ruled that the Legislature has the
authority to set aside that contract before it is executed.

"Thus, if the Legislature elects to act before the
execution of the contract, (state law) says that the last
word remains with the Legislature," says the opinion,
signed by Judges Melvin Shortess, Burrell Carter, Vanessa  
Guidry-Whipple, Fitzsimmons and Judge Pro Tempore Remy

That point had been rejected by state District Judge Janice
Clark when she held on April 3 that contractual matters
involving the casino fell within the authority of the
executive branch and its board, not the Legislature.

Gov. Mike Foster, who set the appeals process in motion by
submitting the operating contract to the gambling board for
approval rather than the Legislature, said he was pleased
that the 1st Circuit agreed the board has the  
authority to act.  But Foster said "today's decision also
adds a degree of uncertainty, which is unfortunate. It is
in the best interest of all parties to get this issue  
resolved as soon as possible, with no liability to the

Wednesday's 1st Circuit decision said a state law passed in
1996 gives the Legislature authority to set aside a casino
contract before the contract is executed. The law also
gives the Legislature the authority to instruct the  
gambling board to renegotiate a contract. (Advocate Baton
Rouge 04/23/98)

INTERNATIONAL HERITAGE: Judge Orders IHI Back To Business                        
On April 22, 1998 Federal District Court Judge Richard
Story authorized International Heritage, Incorporated  
to use its Modified Compensation and Marketing Plan.   
The Securities and Exchange Commission ("SEC") had
previously alleged that the IHI Compensation Plan was an
illegal pyramid scheme selling securities.

In an ex parte hearing on March 16, 1998 the SEC alleged
that IHI was an illegal pyramid scheme selling securities.  
As a result, Judge Story entered a Temporary Restraining
Order against IHI which resulted in the Company's
assets being seized by a court-appointed receiver who took
control upon removal  of management.

After a series of hearings, Judge Story has restored
control over the operations and finances of IHI to the
management team and removed the
receiver.   IHI President & Chief Executive Officer Stan
Van Etten personally posted a $5 million cash bond an
behalf of the Company.

Stan Van Etten said in response to the latest ruling in
favor of IHI, "I am delighted by the judge's order and am
very thankful to all of the employees, vendors, and most
importantly the sales representatives who stood by the  
Company's side during this period of adversity."  IHI is
moving forward aggressively to train its sales
representatives on the Modified Compensation  
Plan and will monitor its implementation and use in the

In 1997 IHI management estimates that sales were $110
million with a loss of approximately $12 million
(unaudited).  Management estimates first quarter  
sales for 1998 are $20 million with a small profit or break
even (unaudited).  Van Etten added "After the draconian
actions by the SEC, adverse publicity and the scandalous
attacks on our character, I am proud to say IHI's Modified  
Compensation Plan is one of the very best in the industry
and, in my opinion, can withstand regulatory scrutiny
without any problems in the future.  IHI is back in

L.A. GEAR: Second Amended Disclosure Statement
The plan of reorganization of L.A. Gear Inc. provides for a
major restructuring of L.A. Gear's financial obligation.  
In essence the plan (I) converts $50 million in face amount
of publicly held bonds to approximately 2.375 million
shares of New Series A Preferred Stock (II) converts trade
claims against L.A. Gear into 43.015 share of New Series A
Preferred stock for each $1,000 of Allowed claim;
(III)issues less than 5% of New Series A Preferred Stock
and (IV) cancel L.A. Gear's Existing Common Stock.  

The result of the restructuring prescribed by the plan will
be a reorganized L.A. Gear whose only significant debtor
obligations will be its guarantee of the operating line of
credit of its subsidiaries.  L.A. Gear believes that such a
drastic reduction is necessary to permit the Company to
effectively compete in today's economic environment.

L.A. Gear and the members of the Unofficial Bondholder
Committee believe that the acceptance of the plan is
essential for L.A. Gear's continued survival and that the
plan provides the best opportunity for enhanced recovery
for its creditors, including the holders of its outstanding
public debentures, and for its preferred shareholders. L.A.
Gear believes and will demonstrate to the Bankruptcy court
that creditors and shareholders will receive at least as
much, if not more, in value under the Plan than they would
receive in a Chapter 7 liquidation.
Treatment of Classes of Secured Claims

Class A-1:Allowed Secured claims of Congress under the
Congress Guarantee - Not Impaired.

Class A-2: Other Secured Claims Against LA Gear - Not

Treatment of Classes of Unsecured Claims

Class B-1 - Unsecured Claims Entitled to Priority Not

Class B-2 - Unsecured Senior Indebtedness - Not Impaired

Class B-3 All Other Unsecured Claims Against LA Gear -

There are two options for this Class.  One is to receive
cash in an amount equal to $.20 multiplied by the amount of
the allowed claims, however, if the amount of these claims
exceed $8.75 million then Small Holders (Aggregate amount
of less than $100,000) will receive this amount, and all
other Class B-3 claimants will receive cash and a number of
shares of New Series A Preferred Stock.

The second option is to receive a number of shares of New
Series A Preferred Stock.

Treatment of Interests in L.A. Gear

Class C-1: Holders of existing preferred stock. Impaired.
A number of shares of New Series A Preferred Stock and a
number of shares of Common Stock.

Class C-2 Holders of Existing Common stock. Impaired. All
existing Common Stock will be canceled.

Treatment of Securities Litigation Claims

Class D-1. Impaired. No distribution to or other
consideration under the plan.

MEDLAB: LabCorp Plans to Acquire Medlab
Laboratory Corporation of America said Wednesday it has an
agreement to buy a medical testing company in Delaware. If
completed, the deal would be LabCorp's biggest in three

The planned acquisition of Medlab Inc. is subject to court
approval because  the Delaware company filed for Chapter 11
bankruptcy last year.  Terms weren't disclosed, but Medlab
has annual revenues of $20 million. It would be a
significant move for Burlington's LabCorp, which last
bought a company of Medlab's size in 1995 when it swallowed
a Tennessee company.

LabCorp, which is Burlington's largest employer with 2,850
workers, has endured three consecutive unprofitable years
and was $107 million in the red in  1997.  Also, the
company is still recovering from paying the federal
government $182 million in 1996 to settle a claim that the
company had submitted bills for unnecessary tests involving
Medicare and Medicaid patients.

LabCorp's recovery strategy is pegged on landing agreements
with managed care providers and hospitals, as well as
buying other companies. Last year LabCorp. had $1.5 billion
in revenues. (Greensboro News Record - 04/23/98)

MESA AIRLINES: No More Denver Flights
Mesa Airlines' nine years as Denver's largest commuter
airline end with the last flight today.  The airline that
shuttled passengers to small towns in Colorado and  
neighboring states under the name United Express will no
longer operate under contract with United Airlines.
Mesa expected to lay off 450 employees at its Denver hub
when United canceled its 10-year code-sharing agreement in

Mesa will still fly a few routes for United until June 1 to
help ease the transition to new operators. Taking over
Mesa's routes from Denver International Airport are Air
Wisconsin and Great Lakes Aviation, two United  
Express carriers.  

To handle the new routes, Air Wisconsin bought Mountain Air
Express (MAX) in  Bankruptcy Court, and its four 32-
passenger Dornier 328 turboprops are ready to fly, said Air
Wisconsin President Geoff Crowley. (Rocky Mountain News -

RELIANCE ACCEPTANCE: Committee Objects to Examiner
The Official Committee of Unsecured Creditors of the
debtors, Reliance Acceptance Group, Inc., et al, objects to
the motion filed by The Taylor Group, for appointment of an
Examiner.  The Committee argues that although the debtor's
debts exceed $5 million, an investigation of the debtor in
this case is not appropriate.

The Committee states that it supports the funding of the
litigation trust, and the Committee is unaware of any
unsecured creditor that objects.  This is ample proof, says
the Committee that $5 million will not be spent on
litigation of "questionable merit."  The Committee also
claims that the actions of the current board and officers
can be resolved without the appointment of an Examiner.

With regard to the interest rate paid to the Senior
Lenders, the Committee points out that every party in
interest in these cases, including the Taylor Group had an
opportunity to commence a cause of action against the
senior lenders to challenge the claimed prepetition
indebtedness due and liens of the senior lenders.

The Committee states, that as representative of the parties
who should benefit most from such an appointment, the
Committee has concluded that the investigations called for
by the Taylor Group are best left to the Class Designees
who have the economic incentive and means to oversee the
costs of such an investigation.  The Committee complains
bitterly about the prospective costs of an Examiner, which
the Committee would finance.

And finally, the Committee states that if the court deems
it advisable to appoint an Examiner, the scope of the
examination should be severely restricted.

RELIANCE ACCEPTANCE: Sabbia Group Supports Examiner
The Sabbia Group, as purchasers of over 300,000 shares of
the common stock of debtor Reliance Acceptance Group, Inc.
and with damage claims in excess of $3 million, supports
the motion of the Taylor Group for the appointment of an

The Sabbia Group contends that the appointment of an
examiner is necessary due to the total fixed, liquidated,
unsecured debt in excess of $5 million and in addition,
that critical information concerning the pre-petition
conduct of the debtors and the former and current officers
and directors is unavailable yet necessary to consider the
various rights at risk and choices to be made in connection
with the plan of reorganization.

The Sabbia Group points out that the Taylor Group's own
self-interest is apparent in their request for an examiner.  
The Sabbia Group states that there are serious problems
with the propriety of granting releases to current officers
and directors under the plan.  A Significant duty of an
examiner in this Chapter 11 proceeding must be to fully
investigate the sol-called Split Off Transaction and proxy
solicitation and provide a report to the creditor body and
current and former equity holders regarding those events
which are at the core of the debtor's demise.

SEARS ROEBUCK: Profits Fall 26.6 Percent in First Quarter
Sears, Roebuck and Co. profits fell 26.6 percent in the
first quarter as bad debts continued to haunt the retailing  
giant, but the tumble was not as bad as analysts expected.

Net income for the three months ending April 4 was $133
million, or 34 cents a share, down from $182 million, or 46
cents a share, for the first quarter of  1997, Sears
reported Thursday.

The consensus expectation among analysts was 23 cents a
share, according to a survey by First Call Corp.
Revenues improved 4.9 percent to $9.16 billion from $8.73
billion in the year-ago quarter.

Sears in January warned its first-quarter earnings would be
"substantially below" the 1997 quarter because of sharply
increased provisions for bad consumer debt. The company's
credit-card business generated about 41 percent of
the retailer's annual profit last year, down from 51
percent in 1996.

Sears also paid $365 million last year in a widely
publicized settlement for improperly collecting payments
from bankrupt credit-card customers.  The first-quarter
provision for uncollectible accounts increased 54.8  
percent to $394 million from $254 million the same quarter
last year. Operating  income for the credit division fell
34 percent from $382 million to $252 million.

Operating losses in the retail division increased from $29
million last year to $60 million as the shift of the Easter
holiday selling season to the second quarter and increased
clearance markdowns hurt performance, Sears said. But  
merchandise revenues were up 6.3 percent from $6.86 billion
to $7.3 billion and comparable stores sales increased 4.9
percent in the first quarter.

Operating income in service businesses rose 20.9 percent
from $67 million to $80 million, partly offsetting the
declines elsewhere.  The company has said it is working to
improve its collection process by adding more staff, having
employees call delinquent customers on nights and  
weekends and using collection agencies to help recover

TULIP COMPUTERS: One of Independents in Europe Goes Under
Tulip, one of Europe's last independent makers of personal
computers, sought court protection from its creditors
Friday, a month after declaring 1998 a make-or-break year.
The court in  Den Bosch, where the firm is based, appointed
three administrators to assess the company's debts and its
chances of survival.

"Because Tulip Computers' financial partner has cancelled
its credit facility with Tulip, Tulip Computers can no
longer meet its financial commitments," the company said.
On March 17, Tulip revealed its 1997 loss almost tripled to
a record 25.7 million guilders ($12.7 million). Sales fell
13 percent to 461.4 million guilders, hurt by the Asia
crisis and start-up problems at a new production facility
in Den Bosch.

Tulip warned then that a good 1998 performance was needed
to secure its future. One day later Austrian chief
executive and company co-founder Franz Hetzenauer cut his
Tulip stake to under five percent from eight, knocking 40  
percent off the share price.  Small shareholders lobby
group VEB called for a full stock exchange inquiry
into the circumstances surrounding Hetzenauer's share sale
and the announcement  of Tulip's insolvency.

Tulip's demise would spell the end for another household
name in personal computers, Commodore. Tulip bought
Commodore International NV last September after the firm,
once part of Germany's bankrupt Escom group, ran into
financial trouble.

Despite priding itself on the quality of its machines,
Tulip has seen its share of the Dutch market shrink to 3.4
percent in 1997, down 0.7 percent in the space of one year.
(Reuters: Wired - 04/24/98)

WESTERN PACIFIC: Federal Flight Certificates With Value
Western Pacific's federal flight certificates are still
worth $350,000 to a Florida charter operator known for
flying rock stars and sports teams.

Star Air Trading Corp., based in West Palm Beach, probably
will use the flight certificates in its charter operations,
said Michael Pankow, an attorney who represents Western
Pacific in Bankruptcy Court.  The certificates are written
approvals from the Department of Transportation and the
Federal Aviation Administration that qualify an airline for

Pankow said the sale of the certificates has not closed but
has been authorized by the Bankruptcy Court. Star Air will
also get flight training manuals, maintenance logs and
service records. But Pankow said the sale does not mean
Star Air will raise Western Pacific from the dead.

Star Air, which has flown the Rolling Stones, Fleetwood Mac
and the Canadian national hockey team, still has to prove
that it is airworthy and financially fit to earn approval
from the Department of Transportation and FAA.  (Rocky
Mountain News - 04/22/98)

WESTMORELAND COAL: Funds' Plan Ups Value To $130M
The first amended reorganization plan for Westmoreland Coal
Co. filed by the United Mine Workers of America Pension and
Benefit Funds estimates the company's reorganization
value at approximately $130.2 million, up from the $108.4
million estimated in their original plan.  The competing
plan estimates that $46.8 million cash will be available
for distribution at confirmation. (Federal Filings, Inc.


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