TCR_Public/980616.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
     
      Tuesday, June 16, 1998, Vol. 2, No. 117

                  Headlines

AMERICAN ENTERTAINMENT: Trustee Appointed
BANK OF JAPAN: Rumors of Bankruptcy
BROOKE GROUP: Reports Stock Offering
CALL AND POST: Don King Buys Ohio Black Newspaper
DALT'S: Local Dalt's Unaffected by Filing

DEBBIE REYNOLDS: DEBBIE DONE FOR?
FOXMEYER DRUG: Trustee Files $370M Preference Action
HOMEPLACE: To Close 10 More Stores Nationwide
HOOD LUMBER: Quality Veneer & Lumber Buys Mill
JONAN DENKI: Goes Bust

KIA MOTORS: Orders Plants Locked
KIA MOTORS: At Least 10 People Injured
KOO KOO ROO: To Merge With Family Restaurants
MADISON MANAGEMENT: Zell Fights Paying $20 Million
MAIN STREET BREWING: Judge OK's Reorganization Plan

MARVEL ENTERTAINMENT: Ruling Delayed on Settlement
NIAGRA MOHAWK: To Sell Billions in Bonds
MONTGOMERY WARD: Seeks Nod To Hire Joint Venture
NEXTWAVE: Suit Vs. FCC Says Damages Exceed $3 Billion
OMAK WOOD: Quality Veneer & Lumber Buys Mill

RYMER FOODS: Files Quarterly Report
SEARCH FINANCIAL: Court Disbands Equity Committee
SUNBEAM: Prospects Bleak - Fires CEO "Chain Saw Al"
TAPISTRON INTERNATIONAL: Reports Third Quarter Sales
TRIANGLE PACIFIC: To Be Acquired By Armstrong

UDC: 2 Firms Interested in UDC
Meetings, Conferences and Seminars

                *********

AMERICAN ENTERTAINMENT: Trustee Appointed
-----------------------------------------
David E. Rice, Esq., of the Baltimore law firm of Venable,
Baetjer and Howard, LLP, has been appointed as the Chapter
11 Trustee of American Entertainment Group, Inc. the
Registrant pursuant to an Order of the United States
Bankruptcy Court for the District of Maryland effective
June 3, 1998.


BANK OF JAPAN: Rumors of Bankruptcy
-----------------------------------
The South China Morning Post reports on June 15, 1998, that
improbable as it may sound, there are rumors that the Bank
of Japan may go bankrupt.  Its stock price has fallen to
one-seventh of its bubble peak because of uncertainties
surrounding 3.1 trillion yen (about HK$166 billion) in
special loans given to Yamaichi Securities, Hokkaido
Takushoku Bank and other financial institutions after they
went bankrupt.

The article also reports that analysts believe these
companies, on paper, are being kept from bankruptcy in
order to justify the central bank lending.

The Bank of Japan faces the most challenging circumstances
any central bank in the world has faced since the
Depression.  Japan's economy, stuck in a liquidity trap, is
a case study of a theoretical nightmare for any central
bank. Interest rates are also almost zero, and prices are
falling 2.5 per cent annually.  And no matter how much the
central bank increases the money supply, it cannot
stimulate the economy because yen is mostly being stashed
away instead of being spent.

In the past six months, a bank official was arrested on
bribery charges, 98 others were punished for improper
behaviour, a member of the board of governors
committed suicide, a branch manager is being sued for
sexual harassment and another branch official was arrested
for sexually molesting a teenager.  Moreover, many consider
the bank's new governor, Masaru Hayami, 73, too old  
for the challenges he faces.  There are also questions
about Mr Hayami's talent. He was passed over for the post
almost a decade ago.
   
Both present and past central bank officials lay much of
the blame for the bank's miserable circumstances on the
Ministry of Finance and the United States.  Policy failures
dating back to the Plaza accord of 1985 have left the Bank  
of Japan staring helplessly at a deflationary spiral, the
officials said.  Former governor Yasuo Matsushita recently
said: "The US wanted us to be a locomotive for the world
economy, and much to our later regret, we obeyed."

On paper, the Bank of Japan is as independent and open as
any other central bank in the Group of Seven industrialised
nations. Interest rate policy decisions are now supposed to
be reached in a transparent manner by a board of governors.  
Contents of the board's discussions are also published -
after a 2.5-month delay - on the central bank's Internet
home page.  In addition, the bank's statistics, as well as
essays published by its researchers, are also put on the
home page at the same time they are released  
to news services.  The Bank of Japan recently flexed its
new muscle by ousting the Ministry of Finance's
representative from its policy board, but it means the
central bank will not be able to use the excuse of outside
interference for any of its failures.


BROOKE GROUP: Reports Stock Offering
------------------------------------
Brooke Group Ltd. is a holding company for a number of
businesses. The Company is principally engaged, through its
subsidiary Liggett Group Inc. in the manufacture and sale
of cigarettes in the United States; through its subsidiary
Brooke Ltd., in the manufacture and sale of cigarettes in
Russia; and through its investment in New Valley
Corporation, in the investment banking and brokerage
business, in real estate development in Russia and the
Ukraine, in the ownership and management of commercial real
estate in the United States and in the acquisition of
operating companies. The Company holds such businesses
through its wholly-owned subsidiary, BGLS Inc.

Brooke Group Ltd. announces a Prospectus with the SEC
relating to 9,180,008 shares of common stock, par value
$.10 per share of Brooke Group Ltd. which may be offered
for sale from time to time by the Selling Stockholders
named herein, or by such Selling Stockholders' pledgees,
donees, transferees or other successors in interest, to or
through underwriters or directly to other purchasers or
through agents in one or more transactions at varying
prices determined at the time of sale or at negotiated
prices. The Company will not receive any of the proceeds
from any such sales.

At December 31, 1997, the Company had total outstanding
indebtedness of $406,264,000 and a net worth deficiency of
$488,397,000. The Company has substantial debt service
requirements on a consolidated basis, and has experienced
significant losses from continuing operations every year
since 1991.  There can be no assurance that the Company
will be able to satisfy its obligations under the
indebtedness. In addition, Liggett, the Company's principal
operating subsidiary, had a net worth deficiency and a
working capital deficiency at December 31, 1997 and
experienced a net loss for the year ended December 31,
1997. Accordingly, there can be no assurance that Liggett
will be able to satisfy its obligations under the Liggett
Notes (as defined herein) and the Liggett Facility (as
defined herein). Failure of the Company to satisfy these
debt service obligations would materially adversely affect
the value of the Company's common stock.

In a separate filing with the SEC, the company announces an
offering of 500,000 shares of common stock, par value $.10
per share of Brooke Group Ltd. The Shares include 250,000
shares issuable upon exercise of options.


CALL AND POST: Don King Buys Ohio Black Newspaper
-------------------------------------------------                       
Boxing promoter Don King is the new owner of the  Call and
Post, a Cleveland-based newspaper that also publishes
editions for the black communities in Columbus and
Cincinnati.

King Media Enterprises Inc. won a U.S. Bankruptcy Court
auction for the paper with a bid of $760,000, topping
Choice Construction Inc., of Solon, by $10,000.

The Call and Post had been previously valued at only
$190,000 by a bankruptcy court trustee. The paper has few
assets other than its name and reputation. The newspaper
has an estimated circulation of approximately 20,000 in
Cleveland, 10,000 in Columbus and about 5,000 in
Cincinnati.

Bankruptcy Court referee Saul Eisen, who has been running
the newspaper since December, said that he expects the King
transaction to close by the end of the month.

The (Cleveland) Plain Dealer said the owner and publisher
of the newspaper, P.W. Publishing Co., suffered for years
under steadily growing financial pressure. Facing a federal
tax liability of nearly $500,000, the company filed  
for Chapter 11 protection in December 1995. In April 1996
the Call and Post's printing press was sold at public sale.
A year later the newspaper's building was sold in a
bankruptcy court auction. (UPI: 06/12/98)


DALT'S: Local Dalt's Unaffected by Filing
-----------------------------------------                        
The parent company of Dalt's Inc. has filed for Chapter 11
reorganization but the filing may not impact their area
operation.   The Chapter 11 action, filed May 28 in U.S.
District Bankruptcy Court in Indianapolis, was done as part
of a complicated transaction that may ultimately lead to
the chain's sale.

The chain listed, according to court papers, assets of
$4.26 million, secured debt of $4.9 million and unsecured
debt of $1.3 million to 250 creditors.

Dalt's Inc. runs six casual dining operations in such
cities as Indianapolis, Nashville and Burbank, Calif.
Dalt's has a franchised operation in the Holiday Inn near
the Buffalo Niagara International Airport. That  
operation is run by Hart Hotels Inc., which is not impacted
by the filing.  The Cheektowaga restaurant, which opened
under the Dalt's name three years  ago, is fully
operational. (Business First of Buffalo; 06/15/98)


DEBBIE REYNOLDS: DEBBIE DONE FOR?
---------------------------------
Debbie Reynolds Hotel & Casino Inc. in Las Vegas said it's  
considering liquidation after an investor decided not to
buy the bankrupt  company. Calstar LLC, which offered $15.5
million for 92.5 percent of the 193- room hotel last month,
backed out after examining the company. Another  potential
buyer, Central Florida Investments, dropped a $15.6
million purchase  offer a month ago. The company filed for
bankruptcy protection in July 1997.  The actress owns 26
percent of the company's stock. (Newsday-06/12/98)


FOXMEYER DRUG: Trustee Files $370M Preference Action
----------------------------------------------------
FoxMeyer's Chapter 7 Trustee has sued to recover more than
$370 million from a group of lenders led by Citicorp USA
Inc. and various insurance companies that were repaid as
part of a June 1996 refinancing.  About 70 days before
filing for bankruptcy, FoxMeyer paid off about $170 million
under an unsecured revolving credit facility and
approximately $200.5 million of unsecured senior notes due
2005, according to the complaint, filed Tuesday. (Federal
Filings Inc. 12-June-98)


HOMEPLACE: To Close 10 More Stores Nationwide
---------------------------------------------
HomePlace Stores Inc., which has been operating in Chapter
11 bankruptcy  since January, plans to close 10 additional
stores as part of its reorganization. The only closing in
the Dallas area is the HomePlace store on  LBJ Freeway and
Midway in Farmers Branch. That store was the original
location  opened by the Cleveland, Ohio-based kitchen and
linen superstore chain, which  was founded in 1994.
HomePlace said when it filed for bankruptcy protection  
that it had taken on too much debt to finance its
rapid growth while it  continued to post operating losses.
Earlier this year, the retailer closed 10 unprofitable
stores, including ones on North Central Expressway in
Dallas and  West Arbrook Boulevard in Arlington. After this
round of store closings,  HomePlace will operate 78 stores
nationwide, including two in Plano and one in  Lewisville.

The Har-Mar site is one of the 10 stores identified for
closing by HomePlace, based in Valley View, Ohio. No other
Minnesota stores were slated to close, though HomePlace has
six other locations in the Twin Cities area.

The stores are expected to close by Sept. 30, but will
remain open as they prepare for liquidation sales. The U.S.
Bankruptcy Court in Wilmington, Del., where HomePlace filed
its Chapter 11 petition, will hear the case beginning  June
16. (Dallas Morning News; 06/12/98 and Star Tribune Twin
Cities -06/10/98)


HOOD LUMBER: Quality Veneer & Lumber Buys Mill
----------------------------------------------                         
A new Seattle company that is buying independent mills is
the wood-products industry's biggest manufacturing start-up
in the Northwest in more than a decade.  Quality Veneer &
Lumber Inc. on June 1 bought a mill in Hoquiam and has  
agreements to buy three other mills in Washington and
Oregon for nearly $40 million.  Executives say that by this
time next year, when all four mills are running,
Quality Veneer could be generating annual sales of $200
million.

In recent weeks, Quality Veneer, backed by a Philadelphia
investment company, has made the following moves:
Purchased the Mayr Bros. lumber mill in Hoquiam for an
undisclosed amount of money.  Agreed to buy the assets of
Omak Wood Products in the northern Washington town of Omak
for $19.5 million. A bankruptcy court must confirm the
sale of the  mill, which shut down its plywood line on May
29. The deal could close July 15. Agreed to buy two Oregon
mills owned by Hood Lumber for $20 million. Hood  
Lumber, which filed for bankruptcy protection last year,
owns the Hanel Lumber Co. in Hood River, Ore., and Young &
Morgan Lumber in Lyons, Ore.

Money is needed to fix up the mills at Omak, Lyons and Hood  
River, largely because the previous owners skimped on
upkeep and improvements when they got into financial
trouble, people familiar with the properties say.
Almost all of the money for the start-up is coming from the
Philadelphia firm of Dimeling, Schreiber & Parks, which
invests in distressed companies, turns them around and
holds onto them, Quality Veneer executives say.

Lumber prices have fallen faster than the price of the logs
that mills use to make lumber, squeezing some
manufacturers.  However, no one is expecting a shakeout on
the order of that seen in the late 1980s and early 1990s,
when new government policies and court decisions  reduced
logging levels in federal forests.

Quality Veneer wants to avoid going head-to-head with the
industry's giants by making specialty products for niche
markets while allowing the big mills churn out commodity
lumber.  "We know who has the biggest pockets between
Weyerhaeuser and us, and it ain't us," Boyd said. "We have
no intention of competing with the Weyerhaeusers  and the
Boise Cascades." (Puget Sound Bus. Journal; 06/12/98)


JONAN DENKI: Goes Bust
----------------------
Shinko Denki, operator of the chain of popular  
consumer electronics discount shops "Jonan Denki," went
virtually bankrupt with some 8 billion yen in debt due to
falling sales, a credit research agency  said Monday.

The company, which had run a network of six Jonan Denki
discount shops in Tokyo, closed down all of its shops the
same day after starting legal proceedings to dissolve the
company, Teikoku Databank said.

The company entrusted lawyer Zen Tatsumura with liquidating
the company's assets to repay its debts, the agency said.

Although the company posted 11.3 billion yen in sales in
fiscal 1993, its annual sales then began a decline,
plunging as low as 6.2 billion yen in fiscal 1996, the
agency said. (Kyodo-06/14/98)


KIA MOTORS: Orders Plants Locked
--------------------------------                         
Bankrupt Kia Motors Corp. on Sunday ordered its plants
locked for 10 days as negotiations with striking workers
failed to make progress.  Kia's 20,000-member labor union
said, however, that its members would continue to go to
their work places to picket and shout slogans.

"The closure of the plants is a prelude to layoffs. We will
keep fighting until our fair demands are accepted," said
Shin Tae-sup, a labor union spokesman.  Kia Motors, once
the nation's second largest automaker, is in court  
receivership after going bankrupt last July under the
weight of dlrs 1 billion  in bank loans.   The government,
Kia's largest stockholder with a 30 percent stake, said
late last month that it would announce a schedule in late
June to sell the car maker at auction.

So far, U.S. car maker Ford Motor Co. and three South
Korean conglomerates  Hyundai, Daewoo and Samsung   have
expressed interest in buying Kia, which produced about
780,000 cars last year.  Ford has a 16.9 percent stake in
Kia. The remaining Kia shares are owned by thousands of
small investors, including Kia employees.

Kia's three car factories will be closed for 11 days from
Monday, a company spokesman said, adding the lockout was
forced by union militancy, which is hindering efforts to
rescue the ailing carmaker. "We have decided to lock them
out. It was inevitable to avoid violence," the  spokesman
told AFP. He said Kia's assembly lines had been occupied by
hundreds of militant workers armed with steel pipes.

Kia workers have been paid only half their wages since Kia
collapsed in July, with back pay amounting to eight months'
salary. Company officials said the strike had so far cost
Kia, struggling to turn its tattered business around with
money from US auto giant Ford Motors Co.,  some 140 billion
won (100 million dollars) in production losses. Agence
France Press 06/14/98)


KIA MOTORS: At Least 10 People Injured
--------------------------------------
Angry strikers wielding steel pipes went on the rampage
here in protest against the lockout at South Korea's ailing
Kia Motors Corp.   The workers, on an indefinite strike
over unpaid wages at the troubled firm,  attacked other
workers who were not members of their trade union at the
firm's plant here, some 40 kilometers (24 miles) south of
Seoul, a company spokesman said.

"Dozens of masked unionists armed with steel pipes smashed
their way into the office building and attacked about 20
(non-union) office staff," he said.  "Some were badly
injured and about 10 were hospitalised," the spokesman  
said.

The attack came hours after Kia shut down its three car
factories until June 25 to counter an indefinite stoppage
by Kia's 14,000 unionists demanding the payment of back
wages.  Hundreds of defiant unionists defied the lockout
and pushed their way through human barricades by security
guards and non-union members.

Masked workers drove trucks through the sprawling Sohari
plant where assembly lines have been idle since June 1.
"We will safeguard our factories on our own. We have
sacrificed ourselves to help the company turn around. But
management ignored our sincere efforts," a union member
said.  The workers insisted the company should immediately
cancel its lockout and accept their demand for the payment
of back wages and guaranteed job security, as well as an
end to job losses. (Agence France Presse - 06/15/98)


KOO KOO ROO: To Merge With Family Restaurants
---------------------------------------------
KOO KOO ROO, INC., the operator of 38 branded restaurants
renowned for its proprietary Original Skinless Flame
Broiled Chicken, and Family Restaurants, Inc. (FRI), the
largest operator of full service Mexican restaurants in the
world, today announced the signing of a definitive
agreement to merge.

The merger agreement was unanimously approved by both
companies'Boards of Directors.  Merger documents are
expected to be filed as part of a registration statement
within the next few weeks, and proxy materials are
expected to be mailed to Koo Koo Roo's stockholders within
the next 60-90 days. FRI is the privately-held parent
company of the El Torito and Chi-Chi's Mexican
restaurant chains.  It is primarily owned by affiliates of
Apollo Advisors, L.P. and Leonard Green & Partners, L.P.
and by FRI management.

Lee Iacocca, Acting Chairman of the Board of Koo Koo Roo,
called the combination of the two companies "an ideal
strategic fit." He continued, "We believe the combination
of these two companies will produce very powerful
synergies and puts us on a solid platform from which we
should be able to realize our full growth potential. As
both acting Chairman and a shareholder of Koo Koo Roo, I am
very excited about the prospects that the merger of these
two companies brings."

The transaction, will create a 325 unit restaurant company
with operations in 31 states and 11 foreign countries. FRI
had revenues of approximately $462 million and EBITDA of
approximately $18.4 million for the trailing twelve month
period ended March 31, 1998. On a proforma basis for the
same period, Koo Koo Roo had revenues of approximately
$79.5 million, and an EBITDA loss from continuing
operations of approximately b$22.7 million, including
approximately $20.6 million related to restructuring,
store closings and other charges.

Under the terms of the merger, Koo Koo Roo shareholders
will receive one share of stock in the newly registered
company - to be called Koo Koo Roo Enterprises, Inc. - in
exchange for each share of Koo Koo Roo stock they
currently own, representing approximately 33% of the new
company.  Concurrent with the signing of the merger
agreement, FRI provided a $3 million loan to Koo
Koo Roo, Inc.  Additionally, in connection with the planned
merger, FRI will issue new senior secured discount notes
for net proceeds of approximately $21 million and is
expanding its existing working capital line of credit by an
additional $20 million.  The transaction will be accounted
for as a purchase.

Kevin Relyea, Chairman of the Board, President and CEO of
FRI, will hold the same positions in the new company.  
Messrs. Iacocca and William Allen, CEO of Koo Koo Roo, will
remain with the merged company as members of the Board
of Directors.

F.M. Roberts & Company, Inc., of Los Angeles, provided
investment banking advice and strategic counsel for Koo Koo
Roo. Libra Investments, Inc., advised FRI in the merger.


MADISON MANAGEMENT: Zell Fights Paying $20 Million
--------------------------------------------------
Denver Water argues the 66-inch diameter concrete and steel
pipe broke because it was defective and it believes the
company that made the pipe should pay all the damages.
But Madison Management Group, the Zell-owned company that
owned the pipe-manufacturing business, is in Chapter 7
bankruptcy proceedings. Interpace, the  division of Madison
Management that made the pipes, no longer exists.

On one side of the fight is Denver Water, a 100-year-old
part of the city government whose water resources make it
one of the most powerful organizations in the West. It has
gone to federal court in Illinois in an attempt to join  
others who have claims over defective pipe. The pipe that
burst is 66 inches in diameter.  On the other side is Sam
Zell, the high-profile investor.

Zell and several co-defendants want to leave Denver Water  
high and dry. They argue the city should have filed its
claim years ago, even though more than 10 miles of
Interpace-built pipes installed in Denver were working
perfectly until last year.  

Zell and his co-defendants have denied all liability for
dozens of broken pipes built by Interpace, which was
acquired by Madison in 1986, but operated for years before
the takeover.  In court proceedings, Interpace has been
found to have made fraudulent claims about the durability
of its pipe. The bankruptcy trustee has forged a  
settlement with Zell and the defendants by launching a
torrent of hostile allegations.

Denver Water was left out of a proposed settlement because
it filed its claim nearly five years after the company that
owned the pipe manufacturer filed for bankruptcy.
But if Denver Water filed its claim too late, then the
water department's attorneys are questioning why Big Sur
Waterbeds Inc. and its insurance company, Travelers
Insurance Co., which filed their claims at the same time as
Denver Water, are included in the settlement.
Big Sur filed a $3.3 million claim against Madison
Management for water damage it sustained at its Sofa Mart
showroom during the 1997 pipe break. Travelers filed a
claim of $3.5 million.

The money that both Big Sur and Denver Water hope to tap
relates to a proposed settlement of charges brought two
years ago by the bankruptcy trustee.  The trustee alleged
that Interpace's major assets were siphoned off into other  
Zell-related companies, leaving Interpace with no way
to repay creditors.

The amended complaint, filed in August 1996, alleged that
Madison Management Group "is an insolvent corporation that
resulted from a series of mergers, divestitures, and
restructurings that began in 1983. As a result of certain
transactions, Madison has been stripped of valuable assets
and left encumbered by liabilities which it cannot
presently satisfy." (Denver Business Journal-06/05/98)


MAIN STREET BREWING: Judge OK's Reorganization Plan
---------------------------------------------------
Unsecured creditors of Main Street Brewing Co. will receive  
cash and coupons under a reorganization plan that should
bring the Main Street Brewing's journey through U.S.
Bankruptcy Court to a close.

Filed in January, the plan recognizes The Irish Times Pub
as the reorganized successor of Main Street Brewing. The
Irish Times opened in December at 244 Main St., the
location of Main Street Brewing, which closed in  
January 1997 four months after filing for protection
against its creditors.

Main Street Brewing was considered a centerpiece of the
effort to revitalize north Main Street, an area of
Worcester that has seen little development in recent years.

U.S. Bankruptcy Court Judge James F. Queenan ordered the
reorganization  plan to be confirmed July 10, provided that
the money to pay for it has been made available.   Under
the terms of the plan, Marba Corp., which is controlled by
a group of  Irish investors headed by Aiden J. Hughes of
Boston, would provide a combination of cash and coupons to
dozens of creditors who were not paid for goods and
services by the defunct Main Street Brewing.

Marba took over the interests of Main Street Brewing last
year and operates the bar and restaurant under The Irish
Times Pub name.  According to Fitchburg lawyer David M.
Nickless, who prepared the reorganization plan, unsecured
creditors will ultimately receive coupons and cash worth 25
percent of the full amount they are owed. The coupons can
be redeemed for food or beer at the pub.

Nina M. Parker, the lawyer for the unsecured creditors,
said while the unsecured creditors did not object to the
reorganization plan, that should not be construed to mean
they are happy with it. Reorganization plans for Main
Street Brewing also deal with $1.2 million in mortgage
loans, which will be paid in full. The loans, originally
held by  BankBoston, were acquired by Moon Penny LLC of
Cohasset, whose members tried to take over Main Street
Brewing before they were beaten to it by the Hughes-led  
group. In addition the plans keeps loan guarantees made by
the city of  Worcester and the U.S. Small Business
Administration in force and promise payment of $250,000 in
federal and state taxes.

According to figures supplied to the court, through March
the pub showed  profits of about $80,000 after income taxes
and depreciation. That's about $30,000 more than was
projected by the plan, according to the lawyers.

"We're making a few bucks, but I wouldn't want to flaunt it
here where everybody has their hands out," said Aiden
Hughes following yesterday's bankruptcy court hearing.
(Worcester Telegram & Gazette; 06/13/98)                


MARVEL ENTERTAINMENT: Ruling Delayed on Settlement
--------------------------------------------------
A judge delayed ruling Friday on whether to approve a
settlement that could have moved comic book  publisher
Marvel Entertainment Group Inc.'s bankruptcy case nearer to
closure.    The hearing before U.S. District Court Judge
Roderick McKelvie was driven  by the battle between Chase
Manhattan Bank and investor Carl Icahn, whose  attorney
valued Icahn's latest buyout offer for Marvel assets at up
to $525  million.

Chase, as agent for a group of banks with about $700
million in secured loans, has rejected Icahn's offer as too
conditional and supports a reorganization plan under which
Marvel would merge with Toy Biz Inc. The court-appointed
trustee overseeing the company's assets during  bankruptcy,
John Gibbons, favors the Toy Biz plan and urged McKelvie to
approve  a settlement resolving litigation that has
temporarily frozen consideration of that plan.

But McKelvie said he was "uncomfortable ruling from the
bench" after hearing nine hours of testimony that included
grueling cross-examination of Gibbons by shareholder
attorney Gary Schildhorn and Icahn attorney Edward  
Weisfelner who sought to prove that a settlement now was
premature.   Chase Vice President Susan Atkins testified
she valued the Icahn offer at 70 cents on the dollar and
the Toy Biz merger at the high end of a 65 to 82 cent value
range.

Testimony by investment bankers William Peluchiwiski and
Robert Martin turned on how they valued such factors as
Marvel's licenses, the debt of its Fleer, Panini and Sky
Box subsidiaries, and the trading value of the proposed  
merged company's new stock. Atkins estimated it would trade
between $8.40 and $12.45 a share.

Intrieri's testimony revealed that Icahn's High River LP
owns 71.4 percent and Intrieri's Westgate International LP
owns 28.6 percent of about $300 million face value in the
parent company's bonds bought for 19 cents on the  
dollar, and about $60 million face value in secured bank
debt.

McKelvie promised to rule as soon as possible on the
settlement and said the confirmation hearing to consider
the merger reorganization would run from June 30 through
July 2. (Reuters: Financial - 06/13/98)


NIAGRA MOHAWK: To Sell Billions in Bonds
----------------------------------------                          
Niagara Mohawk Power Corp. expects to sell $3.45 billion of  
bonds in eight parts next Wednesday in the largest bond
sale ever by a power utility. The notes are rated "Ba3" by
Moody's Investors Service Inc. and "BB-" by Standard &
Poor's Corp.

Both are three notches below investment grade and
considered junk bonds. Niagra Mohawk will use proceeds from
the stock and bond sales to buy back contracts that require
it to purchase power at above-market rates from independent  
producers.

The company also plans to sell 15.7 million shares of
common stock, according to filings with the Securities and
Exchange Commission. (Times Union - 06/12/98)


MONTGOMERY WARD: Seeks Nod To Hire Joint Venture
------------------------------------------------
In connection with its recent decision to shutter nine more
stores, Montgomery Ward & Co. is seeking court approval to
close the stores and retain a joint venture to act as
liquidation consultant for the store closing sales. The
retailer selected the joint venture of Gordon Brothers
Retail Partners, Hilco Trading Co./Great American Asset
Management, Alco Capital Group Inc., and the Nassi Group to
oversee the sales, which are scheduled to begin by June 17.
In addition to the inventory, furniture, fixtures and
equipment at the nine stores slated for closure, selected
merchandise at distribution centers in Portland, Ore.,
Romeoville, Ill., and Grand Ledge, Mich., may be
sold as part of the sales. Montgomery Ward estimated that
the retail value of the store inventory and selected
distribution center inventory is approximately $60 million.
The joint venture will not earn a fee until proceeds from
the closing sales, less sales taxes and expenses, exceed 42
percent of the retail value of the merchandise. A hearing
is set for June 16. (The Daily Bankruptcy Review Copyright
c June 15, 1998 - ABI 15-June-98)


NEXTWAVE: Suit Vs. FCC Says Damages Exceed $3 Billion
-----------------------------------------------------
NextWave Personal Communications Inc.'s suit against the
Federal Communications Commission alleges that breaches
of contract on the agency's part resulted in estimated
damages of more than $3 billion.  NextWave said it entered
an implied-in-fact contract with the FCC when the company
was selected as the highest bidder for 63 C-Block licenses
and applied to acquire them, effectively obtaining an
option to buy the licenses at bid prices totaling about
$4.74 billion.  By delaying issuance of the wireless
licenses and hindering NextWave's ability to secure
financing to meet its obligations, the company charged, the
FCC reneged on providing the "competitive opportunity" that
the agency had promised and Congress mandated.


OMAK WOOD: Quality Veneer & Lumber Buys Mill
----------------------------------------------                         
A new Seattle company that is buying independent mills is
the wood-products industry's biggest manufacturing start-up
in the Northwest in more than a decade.  Quality Veneer &
Lumber Inc. on June 1 bought a mill in Hoquiam and has  
agreements to buy three other mills in Washington and
Oregon for nearly $40 million.  Executives say that by this
time next year, when all four mills are running,
Quality Veneer could be generating annual sales of $200
million.

In recent weeks, Quality Veneer, backed by a Philadelphia
investment company, has made the following moves:
Purchased the Mayr Bros. lumber mill in Hoquiam for an
undisclosed amount of money.  Agreed to buy the assets of
Omak Wood Products in the northern Washington town of Omak
for $19.5 million. A bankruptcy court must confirm the
sale of the  mill, which shut down its plywood line on May
29. The deal could close July 15. Agreed to buy two Oregon
mills owned by Hood Lumber for $20 million. Hood  
Lumber, which filed for bankruptcy protection last year,
owns the Hanel Lumber Co. in Hood River, Ore., and Young &
Morgan Lumber in Lyons, Ore.

Money is needed to fix up the mills at Omak, Lyons and Hood  
River, largely because the previous owners skimped on
upkeep and improvements when they got into financial
trouble, people familiar with the properties say.
Almost all of the money for the start-up is coming from the
Philadelphia firm of Dimeling, Schreiber & Parks, which
invests in distressed companies, turns them around and
holds onto them, Quality Veneer executives say.

Lumber prices have fallen faster than the price of the logs
that mills use to make lumber, squeezing some
manufacturers.  However, no one is expecting a shakeout on
the order of that seen in the late 1980s and early 1990s,
when new government policies and court decisions  reduced
logging levels in federal forests.

Quality Veneer wants to avoid going head-to-head with the
industry's giants by making specialty products for niche
markets while allowing the big mills churn out commodity
lumber.  "We know who has the biggest pockets between
Weyerhaeuser and us, and it ain't us," Boyd said. "We have
no intention of competing with the Weyerhaeusers  and the
Boise Cascades." (Puget Sound Bus. Journal; 06/12/98)


RYMER FOODS: Files Quarterly Report
-----------------------------------
Rymer Foods Inc. reports consolidated sales for the second  
quarter of 1998 of $7.5 million decreased from the second
quarter of 1997 by $1.9 million or 20%. Sales decreased
primarily due to lower sales volume as a result of
increased competition and overall lower consumer
consumption.

The Company experienced a decline in unit sales of  
approximately 21% primarily due to increased   competition.   
The Company experienced a decrease of 3.9% in its average
selling price. As compared to 1997, consolidated cost of
sales decreased by $1.3 million or 15.8%.  As a percentage
of sales, the gross margin decreased to 6.2% as compared to
11.2% in 1997 due mainly to the decline in sales.

During the second quarter, the Company completed the sale  
of its Plant City,  Florida  facility.   Proceeds from the
sale  of  the  facility were used to pay down the Company's
existing bank loan.

On April 23, 1998, the Company entered into a new loan
agreement with FINOVA Capital Corporation.   The new  
agreement provides a credit facility  of  up to  $4  
million for the Company based on borrowing  base
availability  calculations.  The new agreement replaces the
credit facility previously outstanding with  LaSalle
National Bank.

As discussed in Note 2 to the company's Consolidated
Financial Statements, there is substantial doubt about the
Company's ability to continue as a going concern.


SEARCH FINANCIAL: Court Disbands Equity Committee
-------------------------------------------------
Concluding that equity in Search's estate is illusory, the
U.S. Bankruptcy Court in Dallas dissolved the official
committee of equity security holders after a hearing
Wednesday.  According to the subprime auto lender's largest
creditor, Hall/Phoenix Inwood Ltd., there will be no excess
funds to distribute after the company's creditors are
repaid. (Federal Filings Inc. 12-June-1998)


SUNBEAM: Prospects Bleak - Fires CEO "Chain Saw Al"
--------------------------------------------------
According to an article in The Wall Street Journal on June
15, 1998, contrary to earlier projections, Sunbeam Corp. is
headed for an operating loss in the second quarter and CEO
Albert J. Dunlap, known as "chain saw Al" is being canned.  
Dunlap earned the nickname by eliminating thousands of jobs
during his career.  While he succeeded in slashing costs at
Sunbeam, he was not able to deliver on his promise to
transform the company into a high-growth profit machine.

The article reports that the directors were beginning to
believe that Mr. Dunlap had lost his commitment to turning
around Sunbeam and wanted out. "Dunlap could have exited as
a Wall Street hero had he succeeded in an attempt last year
to find a buyer for Sunbeam.  But that proved impossible -
largely because Mr. Dunlap's bullish pronouncements last
year pushed the stock price to a level that deterred
potential acquirers."


TAPISTRON INTERNATIONAL: Reports Third Quarter Sales
----------------------------------------------------
Tapistron International Inc. reports sales of $954,692 for
the third quarter of Fiscal 1998 exceeding the sales of
$59,745 for the third quarter of Fiscal 1997. Sales for the
first nine months of Fiscal 1998 amounted to $3,701,614,
reflecting an increase of 29% over sales of $2,860,687 for
the first nine months of Fiscal 1997.

Combined sales in the first and second quarter of Fiscal
1998 were $2,746,922 compared to $2,800,942 for the first
and second quarter of Fiscal 1997, a decrease of 2%.
In the third quarter of Fiscal 1998, there was an increase
of $894,947 in sales, as compared to the third quarter of
Fiscal 1997. This increase was due to an increase in sales
volume.

The Company's sales for the nine months of Fiscal 1998
exceeded the sales for the nine months of Fiscal 1997 by
29%. The increase in sales is a result of machines being
sold at lower margins in the nine months of Fiscal
1997 due to the need to generate cash to support operations
and technical support of the CYP machines during the
reorganization proceedings.

The Company's sales for the nine months ended April 30,
1998($3,701,614) have exceeded the total sales for the
fiscal year ended July 31,1997 ($3,626,092). Furthermore,
the Company currently has sales orders for CYP machines
totaling $1,850,000, which it expects to complete and ship
in the fourth quarter of Fiscal 1998.
Cost of sales as a percentage of sales decreased from 71%
for the nine months ended April 30, 1997 to 61% for the
nine months ended April 30, 1998.


TRIANGLE PACIFIC: To Be Acquired By Armstrong
---------------------------------------------
Dallas-based Triangle Pacific Corp. will be acquired by
Armstrong World Industries Inc. for approximately $890
million, or $55.50 per share, according to The
Wall Street Journal. Armstrong, headquartered in Lancaster,
Pa., will also assume Triangle's $260 million debt.


UDC: 2 Firms Interested in UDC
------------------------------                            
One of Arizona's biggest home builders could get a new
owner.  Scottsdale-based UDC Homes, which built 270 new
houses across the Valley during the first three months of
this year - more than any other builder in the state - has
drawn some bidders.

Shea Homes of Phoenix and Standard Pacific of California
are making offers for the Scottsdale-based builder, which
is owned by the Phoenix real estate investment firm DMB and
the Boston firm Alrich, Eastman & Waltch.

None of the companies would comment on a possible deal, but
a board meeting is supposed to be held during the next two
weeks to decide whether either bid is high enough to
warrant a sale. UDC was a publicly traded firm. But after
it filed for Chapter 11 Bankruptcy protection in 1995, it
was bought out by its current owners for $108 million.
(Arizona Republic; 06/13/98)                          


Meetings, Conferences and Seminars
----------------------------------

June 11-12, 1998
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      1st Annual Conference on Corporate Reorganizations
         The Palmer House, Chicago, Illinois
            Contact 1-903-592-5169 or ram@ballistic.com

June 11-14, 1998
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800

June 15, 1998
   AMERICAN BANKRUPTCY INSTITUTE &
   FEDERAL ENERGY BAR ASSOCIATION
      Utility Restructuring and Bankruptcy -- What
      Every Utilty Leader, Regulator, Attorney and
      Lender Needs to Consider as the Millennium
      (Armageddon!) Approaches
         Hilton Crystal City Hotel, Arlington, Virginia
            Contact: 1-703-739-0800

July 2-5, 1998
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact 1-770-535-7722

July 16-19, 1998
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Sea Crest Resort, Falmouth, Massachusetts
            Contact: 1-703-739-0800

July 23-24, 1998
   THE PRACTICING LAW INSTITUTE
      How to Handle Consumer Bankruptcy Cases:
      A Practical Step-by-Step Guide
         PLI Conference Center, New York City
            Contact: 1-800-260-4PLI

July 23-25, 1998
   AMERICAN LAW INSTITUTE-AMERICAN BAR ASSOCIATION
      Chapter 11 Business Reorganizations (Advanced Course)
         Santa Fe, New Mexico
            Contact: 1-800-CLE-NEWS

July 24-27, 1998
   NATIONAL ASSOCIATION OF CHAPTER 13 TRUSTEES
      33rd Annual Seminar
         Portland Marriott, Portland, Oregon
            Contact: 1-601-355-6661

July 24-29, 1998
   COMMERICAL LAW LEAGUE OF AMERICA
      104th Annual Convention
         Ritz Carlton, Amelia Island, Florida
            Contact: 1-312-781-2000

August 6-9, 1998
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Daufuskie Island Club & Resort,
         Hilton Head, South Carolina
            Contact: 1-703-739-0800

September 9-13, 1998
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Annual Convention
         Sheraton El Conquistador, Tuscon, Arizona
            Contact: 1-803-252-5646

September 17-20, 1998
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Inn at Loretta, Santa Fe, New Mexico
            Contact: 1-703-739-0800
  
September 17-20, 1998
   COMMERCIAL LAW LEAGUE OF AMERICA
      Midwest Mid-Year Meeting
         Oak Brook Hills Resort & Hotel
         Oak Brook, Illinois
            Contact: 1-616-372-6500

September 21-23, 1998
   STATES' ASSOCIATION OF BANKRUPTCY ATTORNEYS
      7th Annual States' Taxation and Bankruptcy Conference
         Hotel Santa Fe, Santa Fe, New Mexico
            Contact: 1-505-827-0728

September 25-26, 1998
   VIRGINIA CONTINUING LEGAL EDUCATION
      13th Annual Mid-Atlantic Institute on
      Bankruptcy and Reorganization Practice
         Boar's Head Inn, Charlottesville, Virginia
            Contact: 1-800-979-8253

October 8-10, 1998
   AMERICAN LEGAL INSTITUTE-AMERICAN BAR ASSOCIATION
      Real Estate Defaults, Workouts, and Reorganization
         Charleston, South Carolina
            Contact: 1-800-CLE-NEWS

October 16-20, 1998
   TURNAROUND MANAGEMENT ASSOCIATION
      1998 Annual Conference
         The Westin Hotel, Chicago, Illinois
            Contact 1-312-857-7734

October 22-25, 1998
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      72nd Annual Meeting
         Wyndham Anatole Hotel, Dallas, Texas
            Contact 1-803-957-6225

November 30-December 1, 1998
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      5th Annual Conference on Distressed Debt
         Plaza Hotel, New York, New York
            Contact 1-903-592-5169 or ram@ballistic.com   

December 3-5, 1998
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin La Paloma, Tuscon, Arizona
            Contact: 1-703-739-0800

February 18-21, 1998
   COMMERICAL LAW LEAGUE OF AMERICA
      Annual Western District Meeting
         Monte Carlo Hotel & Casino Resort,
         Las Vegas, Nevada
            Contact 1-702-382-9558

April 26-27, 1999
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Bankruptcy Sales, Mergers & Acquisitions
         The Mark Hopkins, San Francisco, California
            Contact 1-903-592-5169 or ram@ballistic.com   

The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to
conferences@bankrupt.com are encouraged.  


                  *********

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.   
  
Copyright 1998.  All rights reserved.  This material
is copyrighted and any commercial use, resale or
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delivered via e-mail.  Additional e-mail subscriptions
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subscription information, contact Christopher Beard
at 301/951-6400.  
       
        * * *  End of Transmission  * * *