TCR_Public/980429.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, April 29, 1998, Vol. 2, No. 85                   

                  Headlines

ACADIANA TREATMENT: Seeks Consent Decree
BADGER PAPER: Posts Profit - Still May Be Troubled
CALDOR CORPORATION: Announces Fourth Quarter Results
CREDIT LYONNAIS: Asian Loan Exposure $10 Billion
CREDIT LYONNAIS: Employees Protest at European Commission

FIRST CENTRAL FINANCIAL: Seeks to Retain Special Counsel
HARRAH'S JAZZ: Last Word On The Casino is Sought
HOPE INC: Files for Bankruptcy
INDIAN MOTORCYCLES: Eller Industries Announces Stock Split
NORTHWEST AIRLINES: Mediator Calls for Talks

OXFORD HEALTH: Loses $45.3 Million in First Quarter
RELIANCE ACCEPTANCE: Third Amended Disclosure Statement
TULIP: Only the Giants Survive
VCS SAMOA: Pension Benefit Guaranty Co. Settlement
VENTURE: Hilco/Great American Submits $171.5 Million Bid

                 *********

ACADIANA TREATMENT: Seeks Consent Decree
----------------------------------------
An attorney for an embattled utilities company, Acadiana  
Treatment Systems, said she is meeting next week with
federal attorneys to resolve litigation aimed at the
company's operations. Jennifer Schaye said she meets with
attorneys from the EPA on Thursday and Friday. She said the
goal is to iron out a consent decree for the company's
legal problems in Louisiana and a court-ordered $1.5
million fine against the ATS parent company, Johnston
Properties Inc., and the companies' owner, Glenn Johnson of
Vicksburg, Miss.
  
ATS owns more than 90 small sewer and water plants in
Lafayette Parish and several more in Terrebonne Parish. The
company has been the target of citizens' complaints and
investigations by the FBI, the Public Service Commission,
the Department of Environmental Quality and the Lafayette
Parish District Attorney.

A former assistant district attorney said in 1996 that
state authorities were investigating allegations of billing
improprieties and environmental violations, including
dumping raw sewage into ditches and coulees of  
pollutants.   Federal authorities won't say what they are
investigating, but Schaye confirmed the FBI served a
subpoena on ATS for company records in 1996.

Residents in many subdivisions in Lafayette Parish have
complained that their water looks, tastes and smells bad.
The company had insisted that those secondary water
characteristics did not violate drinking water standards
under state law, but the Legislature changed the law last
year to include those standards in water quality
requirements.

The Legislature also passed a bill that allows the PSC to
appoint a receivership to take over a troubled utility.
"These investigations concern the quality of the water and
sewage," said Donald Trahan, PSC technical assistant to PSC
member Jimmy Field. The PSC is only investigating ATS rates
and delivery of services, he said. "The PSC controls only
the rates," Trahan said.

The Mississippi court decision resulting in the $1.5
million fine against  defendants Johnson Properties and
Glenn Johnson said they were liable for  violating the
Clean Water Act by dumping pollutants into the Gulf of
Mexico without the required water permit.  "There is no
dispute over the fact that the defendants have a long
history of violating the Clean Water Act," U.S. District
Judge David Bramlette III of Biloxi, Miss., wrote in a
March 11 ruling. "These violations have continued  
uninterrupted for more than 12 years despite efforts by all
the agencies committed to regulating Gulf Park to bring the
defendants into compliance with the law."

The court considered Johnson's ability to pay a fine, and
he noted one witness testified that Johnson has the
financial ability to pay a $5.3 million fine.
Johnson could liquidate stock, art and guns, generating
$478,000, the judge said one witness testified, and that
Johnson Properties could liquidate assets to pay a $1
million fine.  The judge concluded that Johnson must pay
$450,000 and Johnson Properties will pay $1.05 million.
(Advocate Baton Rouge - 04/25/98)


BADGER PAPER: Posts Profit - Still May Be Troubled
--------------------------------------------------
Embattled Badger Paper Mills Inc., beset by years of
operating losses and a battle among shareholders for
control of the company, reported a first-quarter profit
Monday.   The company reported earnings of $352,000, or 18
cents a share, on sales of  $18.2 million, compared with a
net loss of $861,000, or 44 cents a share, during the same
period in 1997.

"We attribute the profit to our decision to change our
product line and the reduction of overhead that we
experienced in downsizing the company in  the  
first quarter," said Thomas Kuber, chairman of the
Peshtigo-based  papermaker.

The firm cut 71 workers in January and, during the quarter,
started producing specialty paper products, which carry
higher profit margins than commodity paper products, Kuber
said. Badger Paper's president and chief executive officer,
Claude Van Hefty, and its administrative vice president,
Miles Kresl, left the company in March.

Badger Paper lost $2.44 million, or $1.25 a share, on net
sales of  $70.4 million last year. In 1996, it lost $2.2
million, or $1.14 a share, on sales of $76.2 million.
The company lost about $26 million in the past six years,
showing a profit only in 1995.  

Michigan businessman James D. Azzar, a 14% shareholder who
made a hostile bid last fall to buy the rest of the company
for $10.05 per share,  discounted the importance of the
turnaround.  "The profit is inconsequential," Azzar said
Monday. "The test will be if it grows in the next quarter.
When we went to last year's annual meeting, they were
looking for a 10% profit, and $352,000 is not 10% of $18
million."  Azzar warned in the past that the company could
sink to the verge of bankruptcy this year.  But Kuber said
Monday that the company's latest moves would help cure  its  
problems.  "The comments Mr. Azzar made were his own
thoughts and had nothing to do with what is happening at
the company," he said.  (Milwaukee Sentinel & Journal;
04/14/98)


CALDOR CORPORATION: Announces Fourth Quarter Results
----------------------------------------------------
The Caldor Corporation announced its financial results for
the thirteen and fifty-two week periods ended January 31,
1998.  Warren D. Feldberg, Chairman and Chief Executive
Officer of Caldor, commented, "The Company generated
EBITDAR of $53.7 million in fiscal 1997 which represents a
significant improvement over 1996 results of $1.5 million.
EBITDAR is the most important measure of our performance
and reflects the fundamental changes we have made in how we
approach our business. We are more effectively serving our
core customers and we are better differentiating
ourselves in the marketplace.

"Under our Five Year Business Plan, we have revitalized and
refocused our merchandise content on more fashion, newness
and quality at low prices; revised our marketing and
advertising strategies, including revamping our weekly  
circulars to deliver a more cohesive and impactful message;
dramatically improved customer service levels, which have
enhanced the overall shopping experience in our stores;
lowered prices on 7,500 of the most frequently  
purchased items and improved in-stock levels. At the same
time, we have improved our gross margin rate by 130 basis
points in 1997 and exceeded our targets for operating cost
reductions, slicing in excess of $85 million in  
operating expenses since 1996. Additionally, our sales
performance for the first two months of fiscal 1998 has
been better than we planned. Overall, we are making solid
progress in achieving the goals set forth in our Five Year  
Business Plan."

The Company also reported that it has signed a commitment
letter with BankBoston Retail Finance Inc., a subsidiary of
BankBoston Corporation, for a fully underwritten and
committed $450 million DIP replacement credit facility  
and a separate $450 million exit credit facility, subject
to Bankruptcy Court  approval. The combined terms of the
facilities is four years.

"The replacement of our DIP facility provides the Company
with the liquidity to continue to move ahead with our plans
to reorganize Caldor and successfully emerge from Chapter
11. This, combined with an exit facility, should enable
Caldor to have the necessary financing available at
emergence."  Mr. Feldberg also said that he was pleased
with the continued support of the Company's suppliers.
During fiscal 1997, the Company significantly reduced its  
operating loss (results before interest, taxes and
reorganization items) from  $57.8 million in fiscal 1996 to
$3.0 million in fiscal 1997. The Company's operating profit
for the fourth quarter of fiscal 1997 was $36.8 million,  
versus an operating profit of $7.8 million in the fourth
quarter of fiscal  1996.

The net loss for fiscal 1997 was $132.6 million, compared
to a net loss of $185.3 million for fiscal 1996. The
Company's net loss for the fourth quarter of fiscal 1997
was $43.2 million, compared to a net loss of $65.7 million
in the fourth quarter of fiscal 1996.

The net loss for fiscal 1997 included reorganization
charges of $84.9 million compared to $87.5 million in
fiscal 1996. Reorganization charges for the fourth quarter
of fiscal 1997 were $68.5 million compared to $62.1
million for the fourth quarter of fiscal 1996. The
reorganization charges for the fourth quarter and fiscal
1997 consisted primarily of provisions related to lease
rejections and closing of locations as well as asset write-
offs, which  are substantially either non-cash in nature or
represent liabilities subject to  compromise. The charges
also included provisions for the employee retention  
program, professional fees and other bankruptcy-
related items.

For the fifty-two weeks ended January 31, 1998, net sales
were $2.5 billion compared to $2.6 billion in fiscal 1996
(52 weeks ended February 1, 1997). Comparable store sales
for fiscal 1997 declined by 2.1% from 1996. For the fourth
quarter of fiscal 1997, net sales were $810.1 million
compared to $843.1 million for the fourth quarter of fiscal
1996. Comparable store sales declined by 1.0% for the same
period.

The comparable store sales decline was primarily
attributable to changes in the Company's marketing strategy
including the discontinuance of one-day sale events, mid-
week circulars and coupon sales that were neither
profitable nor compatible with the Company's long-term
marketing strategy. In addition, unseasonable weather in
the Northeast and the intensely competitive retail  
environment contributed to the decline in comparable store
sales.

In February 1998, Caldor announced the extension of its
exclusivity period through September 1, 1998, and the
period for which it can solicit acceptances
for the reorganization plan through October 30, 1998.

The Caldor Corporation is the fourth largest discount
department store chain in the U.S., with annual sales of
approximately $2.5 billion and approximately 22,000
Associates. It currently operates 145 stores in nine East  
Coast and Mid-Atlantic states. With a strong consumer
franchise in high density urban/suburban markets, Caldor
offers a diverse merchandise selection including both
softline and hardline products.

EBITDAR (Earnings before interest, taxes, depreciation,
amortization and reorganization) for the thirteen weeks
ended January 31, 1998 was a profit of $48.2 million
compared to a profit of $21.9 million in the 13 weeks ended
February 1, 1997. For the fifty-two weeks ended January 31,
1998, EBITDAR was a profit of $53.7 million compared to a
profit of $1.5 million for the 52 weeks ended February 1,
1997.


CREDIT LYONNAIS: Asian Loan Exposure $10 Billion
------------------------------------------------
Mainland enterprises should improve the quality of their
financial accounts if they want to ease a retraction in
foreign bank lending, according to a senior European
banker.  Bernard Mignucci, Credit Lyonnais chief executive
for Asia, said insufficient precise and current financial
information was available.  "If we could get better
information on their consolidated accounts, it  
would certainly be easier," he said.

Mr Mignucci said he expected liquidity to become tighter in
the mainland as some foreign banks - particularly troubled
Korean and Japanese banks - withdrew  capital while others
stabilised their exposure.  Credit Lyonnais was not
contemplating a reduction in its mainland exposure and
would consider expanding its lending if the standard of
financial information improved.

"But if our lending increases, it will be slowly," he said.
Responsibility for improved accounts lay with the
enterprises, he said.  Credit Lyonnais, France's biggest
bank, has for some years been the dominant financier of
mainland aircraft purchases and is also active in  
structured finance for state-owned enterprises.

Mr Mignucci said the bank's net Asian loan exposure
totalled US$10 billion.  At the end of last year, Credit
Lyonnais had loans pending worth more than $1 billion to
Indonesian corporates and more than $3.6 billion to South
Korean corporates.

Because of its Asian exposure, Moody's Investors Services
placed the bank on ratings watch.  In March, the state-
owned French bank made a specific provision of 424 million
francs (about HK$546.5 million) for its Southeast Asian
business and a general provision of three billion francs to
cover the risk of a further deterioration in Asian markets.
Credit Lyonnais incurred losses of 20 billion
francs under the weight of bad debts and poor investments
between 1992 and 1994, and was poised to go bankrupt before
the European Commission responded to  French requests for
help with a rescue package.

Mr Mignucci said the bank had not lost Asian clients in the
past year because of the bank's financial problems.
He said the bank had seen a net increase in deposits in the
past six months from wealthy Asian clients who were more
concerned about the financial health of local banks.

The bank's financial problems have led to rumours that the
bank had placed its majority stake in its broking arm
Credit Lyonnais Securities Asia on the market.
But Mr Mignucci said the bank was "not at all interested"
in selling.  The bank hopes to be awarded a license to
trade in yuan in Shanghai this year.

In Asia, the bank employs more than 1,300 people, excluding
those employed by Credit Lyonnais Securities (Asia).  
(South China Morning Post -04/27/98)


CREDIT LYONNAIS: Employees Protest at European Commission
---------------------------------------------------------
Some 2,000 Credit Lyonnais employees were expected to
demonstrate in front of the European Commission
headquarters in Brussels on Tuesday in protest at its
demands for the French bank's rapid privatisation and asset
sell-offs.  France is under strong pressure from the
Commission, the European Union's competition watchdog, to
accept its terms for clearing new rescue measures or face a
negative ruling that could threaten the bank's survival.

The Commission wants Lyonnais to divest a considerable
amount of assets, including profitable ones, to offset
distortions in fair competition caused by several state
bailouts since 1994.  It also insists on rapid
privatisation of Lyonnais in a way that would maximize
gains for the state and find a solid partner capable of
ensuring the bank's long-term profitability.  Tension
peaked last week as a high-level Commission briefing raised
the spectre of the bank's bankruptcy if Paris refused to
make concessions.

On April 2 European Competition Commissioner Karel Van
Miert gave the French government a month to make new
proposals. By Monday he had still not heard a word, his
spokesman said.  French Finance Minister Dominique Strauss-
Kahn has publicly agreed to privatise Lyonnais, which
almost collapsed after a ill-fated expansion in the 80s,
but he wants to be the one who decides when and how this
will happen.  He warned that France would appeal against
any Commission decision to block the latest aid measures,
which consist mainly of waiving the costs of a huge loan
that Lyonnais was forced to grant in 1995 to a state
holding company that took over its vast portfolio of loss-
making assets.

French trade union CFDT, which has urged the government to
resist the Commission, said in a statement it was expecting
2,200 Lyonnais employees to make the trip to Brussels on
Tuesday.  EU Economic Affairs Commissioner Yves-Thibault de
Silguy, a Frenchman, tried to put the two sides' minds at
rest over the weekend. He said he hoped a deal would be
reached to avoid a veto, hinting he might oppose Van Miert
when the 20-member Commission makes a final ruling.

Van Miert's spokesman has said the Commission could decide
to ban the aid as early as May 6 if no satisfactory
compromise is found. But on Monday he said  a decision may
not be taken until the following weekly meeting of the  
Commission on May 13.  The Commission in 1995 allowed
France to spend up to 45 billion French francs ($7.5
billion) to help the bank get back on its feet after it
agreed to drastic cuts. The bank was to sell 35 percent of
its foreign assets by the end of 1998, including half of
its European banking network outside France.  Strauss-Kahn
said last week Paris had offered to double the divestments
to a total worth 620 billion francs, but there were still
differences with Brussels over sell-offs worth little more
than 100 billion francs. (Reuters:Financial-04/28/98)


FIRST CENTRAL FINANCIAL: Seeks to Retain Special Counsel
--------------------------------------------------------
The debtor, First Central Financial Corporation seeks to
retain the law firm Shack & Siegel, PC as Special
Corporate Counsel to the debtor.  The firm has represented
the debtor for over 4 1/2 years in connection with the
debtor's general corporate legal matters and has been
fully immersed in its business affairs.  The firm has
aided the debtor in the negotiation and drafting of a
contract of sale of the debtor's stock interest in
Adjustment,the debtor's wholly owned subsidiary.

It is anticipated that the firm will continue to render
general corporate legal services including the drafting
and negotiation of contracts for the debtor as well as
other general legal services as may be required by the
debtor.  

The firm is owed approximately $103,000 for services
rendered to the debtor prior to the filing of the Chapter
11 case, which the firm agreed to waive in the event its
retention is approved by the court.

The standard hourly rates for the firm range from $125 per
hour for a paralegal to $360 per hour for a partner.


HARRAH'S JAZZ: Last Word On The Casino is Sought
------------------------------------------------
The state Supreme Court was formally asked Friday to
settle  the issue of whether the state Legislature has any
say in the approval of a  contract reviving a long-dormant
New Orleans casino project.   Attorneys for state Sen. Ron
Bean, R-Shreveport, asked the court to overturn this week's
ruling by the 1st Circuit Court of Appeal that said
the Legislature  can block the execution of the contract,
which already has been approved by the  state gambling
board.

Bean and many casino supporters say the gambling board has
the sole authority to approve the contract. Casino
opponents say a 1996 law gives the Legislature the right to
approve the contract. A state district judge in Baton  
Rouge said the contract approval is up to the board. On
appeal, the 1st Circuit said that the board can renegotiate
the contract but that the Legislature can set it aside, if
lawmakers act before the contract is executed.

Board Chairman Hillary Crain said there is no plan to
execute the contract until after the Supreme Court rules.
Even then, suitability investigations of those involved in
the project will have to be done before the contract is  
executed.

The Legislature convenes Monday in a fiscal session, but it
is unclear if lawmakers can act on the contract in such a
session. The state contract would enable a partnership
headed by gambling giant Harrah's Entertainment to operate
the casino while paying the state a minimum $100 million
annual share of the take.

The casino was authorized by the Legislature in 1992, but
while the permanent facility was under construction, a
temporary casino that was operated to help fund
construction failed. The operators in November 1995 went to  
federal bankruptcy court for protection and later started
renegotiating the original contract with the state.

Gov. Mike Foster long held that the contract would need
legislative approval. But after stating that he supports
the latest contract, he found too little legislative
support and sought an attorney general's opinion on whether  
legislative approval was needed. The attorney general said
the gambling board could approve the contract without a
legislative vote.

Foster has said failure to approve the contract would leave
the state liable for millions of dollars in lawsuits by
casino creditors and holders of the bonds used to finance
the project. Sen. Max Jordan, R-Lafayette, filed a  
lawsuit seeking a court opinion that legislative approval
is needed. Bean filed a "friendly" suit of his own to
settle the matter. The suits were consolidated  and will be
heard together by the whole court. (Advocate Baton Rouge -
04/25/98)


HOPE INC: Files for Bankruptcy
------------------------------
HOPE Inc. has filed for bankruptcy, following a spate of
legal and financial troubles that prolonged the November
demise of the once- mighty multilevel marketing company.
Already stuck in court because of lawsuits from its unpaid
creditors, the Arlington-based company filed for Chapter 7
bankruptcy on Thursday at the U.S. District Bankruptcy
Court in Fort Worth.

According to the bankruptcy filings signed by Mr. Garza and
Mark Manuel, the number of creditors was estimated between
200 and 999, assets were valued between $500,001 and $1
million and debts were valued between $500,001 and $1  
million.

Assets include a security deposit of $130,000 in a Memphis,
Tenn., company; $200,000 with a software company in Cape
Coral, Fla.; and an unknown amount from HOPE's pending
lawsuit for breach of contract against Mobil Oil Corp.
Eight companies, five of which have lawsuits pending
against the company, are listed as creditors.

HOPE, an acronym for High Opportunity Petroleum
Enterprises, rose to grandeur in March 1997, when its three
founders launched the company in Arlington.  By August,
HOPE had attracted 51,000 distributors nationwide and
collected $10 million to $13 million in revenues, company
officials and lawyers have said.

But increasing complaints to government agencies from
distributors unsatisfied with the products and the delivery
was just the beginning of the fast-rising company's drawn-
out demise. Last August, the state attorney general's
office had logged 17 consumer complaints against the
company; as of yesterday, there were 308 complaints.
Ward Tisdale, a spokesman for the office, would not comment
on any pending criminal investigations into HOPE. Neither
would Todd McCall, a Fort Worth-based special agent for the
FBI.

But various sources, including HOPE's former business
manager David Owens, confirmed that the FBI has been
talking to several people who have been involved with the
company, at least since December. (Dallas Morning News -
04/25/98)


INDIAN MOTORCYCLES: Eller Industries Announces Stock Split
----------------------------------------------------------
Eller Industries, Inc. announced a 1-for-80 reverse stock
split of its common stock, effective as of May 8, 1998.  
The stock split will provide Eller with a more appropriate
capital structure for its proposed acquisition of the
combined receivership and bankruptcy estates of the Indian
Motorcycle Companies.  Following the stock split, the
number of shares of Eller common stock held by each holder
of record  as of May 8, 1998, will be equal to the number
of shares held by such person prior to the stock split
divided by eighty.  Any fractional shares resulting from
the stock split will be rounded up to the nearest whole
share.  

There is no assurance that the acquisition will be
completed or that any condition to the completion of the
acquisition will be satisfied.


NORTHWEST AIRLINES: Mediator Calls for Talks
--------------------------------------------
Northwest Airlines fired two mechanics - one for wearing a  
clown outfit to work - and suspended four others as the
labor protest against the company dragged on and pickets
marched at the airline's annual meeting Friday.

The two mechanics who were fired Thursday had been
suspended last week for alleged rule violations, said Vince
Bazzachini, president of the International Association of
Machinists and Aerospace Workers Local 1833.

"Since the Reagan era, unions in general have used
outlandish dress as a way to nonviolently communicate their
frustration to management," Bazzachini said.
And even though one of the cashiered workers was let go for
wearing a clown's suit, he said, "I only hope they
recognize this didn't have the desired effect."

Four other mechanics were suspended for allegedly taking
too long to ferry a grounded plane, Northwest spokeswoman
Kathy Peach said Friday.  Besides targeting individuals
with discipline on a case-by-case basis, the Eagan-based
airline is redistributing its maintenance work to alleviate
the backlog at hangars in the Twin Cities.

Meanwhile, a federal mediator called for contract
negotiations to resume Monday between Northwest, the
nation's fourth-largest carrier, and the 25,000  
mechanics and other groundworkers that work for the
carrier.

The mediator, Jack Bavis, recessed talks April 9. The two
sides were at a stalemate on financial proposals. The union
position remains unchanged, Bazzachini said.  The
unofficial slowdown - which has caused numerous flight
cancellations and delays - developed during the bargaining
recess. The labor protest will continue until management
stops its intense scrutiny of mechanics and provides them
with a fair contract, Bazzachini said.

"There have been cases of five managers watching one
mechanic do the job," he said.

Northwest spokesman James Faulkner has said mechanics are
checking more closely for minor maintenance problems that
could wait. Negotiations have been under way since fall
1996, with limited progress for more than 40,000 unionized
Northwest workers. The protest won't have any impact on
contract talks, spokeswoman Marta Laughlin said. "Every
time we're in negotiations, we see some level of this."

The dispute can be traced to Northwest's brush with
bankruptcy in 1993, when steep union concessions saved the
airline. Those concessionary contracts became eligible for
amending in late 1996.  Northwest, which is 88 percent
unionized, is negotiating with six unions.  Pickets marched
outside the airline's annual meeting Friday in New York.
(LasVegas Review Journal - 04/25/98)


OXFORD HEALTH: Loses $45.3 Million in First Quarter
---------------------------------------------------
It was reported in The Wall Street Journal on April 28,
1998 that Oxford Health Plans Inc. says it had a loss of
$45.3 million or 57 cents a diluted share, in the first
quarter, its third straight deficit in the wake of a
computer-systems and management debacle that caused the
company to lose control of its finances.  The financial
results were slightly better than Wall Street's consensus
expectations.  The company is engaged in a securities
offering, a critical piece of a $700 million financing
package.


RELIANCE ACCEPTANCE: Third Amended Disclosure Statement
-------------------------------------------------------
This Disclosure Statement is furnished by Reliance
Acceptance Group, Inc. (RAG), Reliance Acceptance
Corporation (RAC) and its subsidiaries.  

The purpose of the Plan is to provide for (I) the
efficient servicing and collection of the debtors'
principal asset, their portfolio of auto loan receivables,
(II) the recovery and distribution to creditors of a
substantial tax refund (estimated to be at between $17 and
$20 million) (III) the preservation of the debtors'
approximately $24.3 million in NOL's and (IV) the
organized and efficient process of recovering proceeds
from causes of action and potential insurance coverage.  
The debtors believe that the reorganization contemplated
by the plan is in the best interests of their creditors
and equity holders.  If the plan is not confirmed, the
debtors believe that they will be forced to either file an
alternate plan of reorganization or liquidated under
Chapter 7.  The plan classifies claims and equity interests
into six essential classes.

Class 1: Claims accorded the priority and right of payment
under subsection 507(a) of the Bankruptcy code.  
Unimpaired - Paid in full.

Class 2: Bank Claims.  On the Effective Date the Banks
shall be deemed to have fully secured Allowed Claims in
the aggregate amount equal to $161.8 million.
Projected Recovery - 100%
Impaired

Class 3A: Intercompany Secured Claim. Arising from the $7
million RAG paid in cash to the Senior Lenders. Impaired
Effectively satisfied by substantive consolidation.

Class 3B: Other Secured Claims - Paid in Full

Class 4A: Unsecured Claims Against RAC and the
Subsidiaries. Projected Claims - $8 million. Impaired -
projected recovery 37%.

Class 4B(i): Unsecured Claims Against RAG (other than
Class 4B (ii) Claims) Impaired - Projected claims: $2
million, projected recovery: 37%

Class 4B (ii) Unsecured Claims Against RAG (held by
Holders of Subordinated Notes) Impaired - Projected claims
$25 million; projected recovery - 37%

Class 5: Equity Interests of Holders of RAG Common Stock
and Options Impaired projected recovery - retain interests

Class 6: Equity Interest of holders of RAC Common Stock
Impaired - projected recovery - RAC and RAG consolidated.


TULIP: Only the Giants Survive
------------------------------
Dutch PC maker Tulip's payments moratorium, announced
Friday, marks the beginning of the end for one
of Europe's last independent personal computer  
manufacturers, industry analysts said.

Only sector giants such as Compaq, Hewlett Packard and IBM  
had sufficient economies of scale to survive in the highly  
competitive computer market, they said.  "There are only
around 10 players in the business who are making any  
money; the rest are struggling to survive," one industry
observer said.

The Tulip move came a day after another European computer  
manufacturer, Siemens Nixdorf's, said it was selling its PC  
production facilities to Taiwan's Acer after years of  
struggling to turn a profit.  Siemens announced on Thursday
it was selling its Augsberg plant with annual capacity of
1.4 million units, to Acer, which sells around six million
PCs a year.

Tulip currently sells some 200,000 PCs a year, and recently
moved to a brand-new production facility with annual
capacity  of some one million units, expandable to 1.5
million.  "This is the end of Tulip in its present form. It
would be very difficult to start again," said Jean-Paul van
Bavel,  electronics analyst with Van Lanschot Bankiers.

He said Tulip had probably been looking unsuccessfully for  
a partner. "Now it is likely that the parties Tulip has
spoken with...will share out the nice bits," Van Bavel
said.    Bank Labouchere's analyst Ad van de Laar agreed
Tulip would most likely be declared bankrupt. "If there had
been any interested buyers they would have come forward by
now, and the company's value is declining by the minute,"
he said.

He said the new production facility in Den Bosch would fall
outside any bankruptcy proceedings, as it was not directly  
owned by Tulip NV  but by a private company, in which it
and the facility's financiers held a share.   "It's likely
that when the lights go out for Tulip NV, they'll still be  
burning at the factory," Van de Laar said,  adding Tulip's
troubles were mostly due to internal errors.

"They make a good PC, the market is growing at a rate of  
some 15 percent and the price/quality ratio of the product
is  good," he said.  "But Tulip's move to new production
premises resulted in far more problems than foreseen and
the company expanded into  Asia before it had even properly  
consolidated its position in  Europe. These things together
result in waning customer  confidence."  Another analyst,
who declined to be named, said the plant  would likely be
snapped up but the Tulip name was worthless.

U.S. giant Dell and Acer already have computer production  
facilities in the Netherlands and might possibly be
candidates  to take over parts of Tulip, he suggested.
Tulip has a Dutch market share of some eight percent. In  
the wider European market it has struggled to capture even
a  one percent market share, falling far short of its
targeted  four percent for long-term survival.
(Reuters:Technology - 04/27/98)


VCS SAMOA: Pension Benefit Guaranty Co. Settlement
--------------------------------------------------
VCS Samoa Packing Company and Van Camp Seafood Company,
Inc. debtors, are seeking an order approving the proposed
settlement by and among the debtors, VCS National Packing
Company and the Pension Benefit Guaranty Corporation.

The VCS National Settlement settles the substantial claims
of VCS National, the Examiner, the Puerto Rico plaintiffs
and Puerto Rico counsel against the debtors and
Prudential.  The Prudential Settlement is conditioned on
the effectiveness of the VCS National Settlement.  

In April 1998, the debtors and the Committees distributed
for consideration and voting the second amended joint plan
of liquidation under Chapter 11 of the Bankruptcy Code.  
The Liquidation Plan is conditioned on the approval of the
VCS National Agreement and of the Prudential Settlement
and thus is conditioned indirectly on the approval of the
PBGC Settlement.  The PBGC has agreed to support the
Liquidation Plan if it provides for the PBGC settlement.

The PBGC has filed proofs of claim in these cases totaling
over $8 million.   The debtors request entry of a court
order approving the compromise of the controversy.  The
debtors will pay $1.5 million to the PBGC on the first
effective date of the liquidation plan or of any other
plan of liquidation or reorganization.  The PBGC
Settlement resolves all claims of the PBGC against the
debtors and VCS National and other subsidiaries.  The
debtors claim that a best case scenario without the
compromise would yield the PBGC $1.3 million.


VENTURE: Hilco/Great American Submits $171.5 Million Bid
--------------------------------------------------------
Venture Stores, Inc. has agreed to hire a joint venture of
Hilco/Great American Group and Gordon Brothers Retail
Partners to handle the liquidation of all inventory at the
73 general merchandise stores operated by Venture.  Under
terms of the bid submitted by Hilco, Venture would be
guaranteed a minimum return of 49.0 percent on the sale of
at least $350.0 million in inventory.  Hilco is now  
completing store closing sales at 20 other Venture
locations.

While Hilco's bid has been selected by Venture as the
highest and best proposal, the agreement is still subject
to review by the bankruptcy court and open to competing
bids.  The court is expected to complete its review of any  
competing proposals and make a ruling on who will conduct
the inventory  clearance sales at a hearing on May 7.

                *********

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Troubled Company Reporter is a daily newsletter, co-
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