TCR_Public/000920.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, September 20, 2000, Vol. 4, No. 184


AMERICAN SKIING: Moody's Lowers All Debt Ratings; Outlook Remains Negative
CERPLEX GROUP: Subsidiary, Cerplex Inc., Sells US Parts Business To Alorica
CP KELCO: Moody's Gives B1 Rating To $600MM Senior Secured Credit Facility
CROWN SIMPLIMATIC: Bottling Maker's Lynchburg Cuts Off Manpower 150 Less
DAIWA SECURITIES: Fitch Assigns BBB Long-Term Rating & C Individual Rating

DIAMOND HILL: Asks Court to Enter Final Decree
ELDER-BEERMAN: Bennett Increases Equity Stake to 8.8%
GARDEN BOTANIKA: Cosmetic Manufacturer Announces $2.02 Million Net Loss
GC COMPANIES: Stock Plunges As Cinema Operator Considers Bankruptcy
GENESIS/MULTICARE: Seeks to Implement Key Employee Retention Program

HARNISCHFEGER INDUSTRIES: Meditation & Arbitration Resolves $14MM of Claims
HARVARD INDUSTRIES: Delisted From Nasdaq as of September 14
HEILIG-MEYERS: Creditors' Committee Taps Akin, Gump as Lead Counsel
HEILIG-MEYERS: Creditors' Committee Selects Houlihan as Financial Advisor
ICON: Fitch Downgrades Lease Securitization Notes

INTEGRATED HEALTH: Debtors' Second Motion To Extend Exclusivity Periods
LIVING.COM: Shaw Family Filed $1.1MM Lawsuit Failing To Pay Purchase Price
LOEWEN GROUP: Stipulation Between J&K & Wards To Terminate Lease
MONET GROUP: Liz Claiborne To Lay-Off 48 of Jewelry Company's Workers
MSV RESOURCES: Prepares to Close on Copper Rand Financing

NATIONAL FARMERS: S&P Affirms Insurer's BBBpi Financial Strength Rating
ORBCOMM GLOBAL: Orbital Sciences Makes Statement on ORBCOMM Developments
PACIFICARE HEALTH: Intends to Raise Members' HMO Costs in 2001
PANAVISION: Moody's Downgrades 9-5/8% Senior Sub Discount Notes To Caa1
PAYLESS CASHWAYS: Third Quarter Net Income Increases By 37%

PEACHTREE NATURAL: Blames Atlanta Gas For Chapter 11 & Files $50MM Lawsuit
SAFETY-KLEEN: Rejects 10 Unexpired Vacant Property Leases
SINGER SEWING: Relocating Tennessee-Based Consumer Products Division
SPECIALTY FOODS: Filed for Bankruptcy Petition in Delaware Court

STELLEX TECHNOLOGIES: Subsystems & Components Provider Gets $36MM DIP Loan
SUN HEALTHCARE: Delaware Court Okays Settlement Pact with Former CEO
TAL WIRELESS: Hearing on Disclosure Statement Scheduled for October 10
TOMAHAWK II: Files for Bankruptcy Protection in California
TREESOURCE INDUSTRIES: Lumber Manufacturer's Sales Fall by $21.5 Million

VIDEO UPDATE: Video Retailer Announces It Will File for Bankruptcy
WHX & WHEELING: Moody's Lowers Debt Ratings & Begins Review for Downgrade

* Meetings, Conferences and Seminars


AMERICAN SKIING: Moody's Lowers All Debt Ratings; Outlook Remains Negative
Moody's Investors Service lowered the ratings of American Skiing Company's
debt based on concerns about the company's financial flexibility to
withstand a weak or delayed ski season. The following ratings were affected
by this action:

    a) Senior implied rating to B3 from B2;

    b) $100 million sec. revolving credit facility and $65 million sec. Term
       loan to B2 from B1;

    c) $120 million 12% guaranteed senior subordinated notes due 2006 to
       Caa3 from Caa1;

    d) Senior unsecured issuer rating to Caa1 from B3.

The rating outlook remains negative.

The ratings reflect the expectation that unusually high borrowing levels at
the end of the company's third quarter ended April 2000 will rise further
during the company's first fiscal quarter to finance losses and capital
expenditures prior to the opening of the season. Moody's believes that
borrowing availability could fall to as low as $10 million prior to the
expected start of the ski season, leaving the company with extremely low
financial flexibility to handle adversity.

The ratings are supported by the value and geographic diversity of American
Skiing's nine resort properties, which include Killington, Mt. Snow,
Sugarbush, Sugarloaf, Attitash and Sunday River in the Northeast, Steamboat
in Colorado, Heavenly in California, and The Canyons in Utah. In case of
default, however, the company's high leverage and large proportion of
secured debt would constrain the recovery value for subordinated

The rated obligations are the sole responsibility of American Skiing and
its resort operations. In addition to its ski resort business, American
Skiing owns considerable real estate interests, financed on a non-recourse
basis to the parent company and the resorts. The value of land in the real
estate subsidiaries accrues solely to those creditors, and is not available
to American Skiing's creditors until the contractual needs of real estate
creditors have been satisfied.

Earlier this year, Oak Hill Capital Partners, American Skiing's largest
shareholder, agreed to invest an additional $13 million in the debt of the
real estate subsidiary and paid American Skiing $2 million for stock
warrants. Oak Hill also gained the right to appoint a majority of American
Ski's board of directors. In 1999, Oak Hill invested $150 million in the
form of preferred stock which was used to retire debt.

American Skiing Company, Inc., headquartered in Bethel, Maine, is the owner
and operator of ski resorts throughout the U.S. The company also develops
real estate in areas adjoining its resorts. Consolidated revenues were $391
million for the last 12 months ended April 2000.

CERPLEX GROUP: Subsidiary, Cerplex Inc., Sells US Parts Business To Alorica
The Cerplex Group, Inc. (OTC Bulletin Board: CPLXQ) announced that its
wholly-owned subsidiary, Cerplex, Inc., has entered into a definitive
agreement to sell the assets of its US-based parts business to Alorica,
Inc.  Specifically, Cerplex intends to sell to Alorica its Irvine-based
spare parts procurement operations, including the PartSmart Network, an
electronic marketplace for buyers and sellers of electronic components.

The transaction between Cerplex and Alorica is subject to approval from the
United States Bankruptcy Court for the District of Delaware and is expected
to close on September 19, 2000.

CP KELCO: Moody's Gives B1 Rating To $600MM Senior Secured Credit Facility
Moody's Investors Service assigned a B1 rating to CP Kelco ApS' (CP Kelco)
proposed $600 million senior secured credit facility, maturing 2006 - 2008,
and a B3 rating to its Euro 255 million Senior Subordinated notes, due
2010. The senior implied rating is B1. The senior unsecured issuer rating
is B2. The rating outlook is positive. This is the first time that Moody's
has rated the debt of CP Kelco. The company is combining the biogums
business of Pharmacia Corporation, successor to Monsanto Company (Kelco),
and the food gums business of Hercules Incorporated (Hercules).

The ratings reflect modest coverage measurements, significant intangible
assets equal to about half of total assets that result in negative tangible
book equity, integration risk, high working capital requirements, price
competition for its products, and the overcapacity in the carrageenan
markets with particular pricing pressure from semi-refined carrageenan
(while recognizing that carrageenan represents 10% of revenues). The
ratings also recognize CP Kelco's leading global market positions in its
high-end hydrocolloid products, good profit margins, Lehman's significant
$300 million equity investment, experienced management and the strategic
partnership with Hercules, the complementary nature of the companies'
products and technologies, diversified customers and end user markets,
long-term customer relationships, recently completed capacity expansions,
significant past and future planned R&D investment in new products,
significant barriers to entry for most of its products, and potential for
synergies and cost savings.

The rating outlook is positive. Sustained price and volume improvements in
xanthan gum and pectin may result in a rating upgrade.

The B3 rating of the senior subordinated notes reflects its contractual
subordination to a substantial amount of senior secured debt, and its
structural subordination to the future indebtedness and the obligations of
the subsidiaries that do not guarantee. (These subsidiaries are currently
debt free and the bond indenture limits future indebtedness.) The B1 rating
of the senior secured credit facility reflects the strengths and
limitations of the collateral package, significant intangibles, the fact
that a portion of the company's operating assets from which it derives a
portion of its sales and profits are located in foreign subsidiaries that
will provide limited guarantees and collateral for the credit facilities,
and Moody's belief that in a distress situation the value of the collateral
may not cover the outstanding loans.

Proceeds of the credit facility and notes will be used to purchase Kelco's
biogums business for $592 million cash (which represents an approximate 8.3
times multiple of its 12/31/99 EBITDA), and Hercules' food gums business
for $405 million. Hercules will retain a $120 million equity interest (the
$525 million cash and equity represents an approximate 9.1 times multiple
of Hercules food gums 12/31/99 EBITDA). Lehman Brothers Merchant Banking
Partners (Lehman), a $2 billion institutional private equity fund, will
contribute $300 million cash equity. A $100 million revolving credit
facility will be undrawn at closing. Kelco will be owned 71% by Lehman and
29% by Hercules.

CP Kelco is a specialty chemical company that is a leading global producer
of high-end hydrocolloid products used as thickeners and stabilizers in
foods and personal care products (76% of combined 1999 sales), industrial
uses such as pharmaceutical and construction applications (13%), and oil
and gas for drilling fluid additives (11%). The combination of Kelco's
biogum and Hercules' pectin and carrageenen products is complementary and
the company expects to benefit from the development of value-added
formulations using these complementary products. CP Kelco has seven
manufacturing facilities in six countries, over 2,500 customers with no
customer accounting for more than 6% of sales, and sales dispersed globally
46% in the Americas, 33% in Europe, the Middle East and Africa, and 21% in
the Asia Pacific region. Demand for its principal products, xanthan gum
(48% of 1999 sales), pectin (34%), and carrageenan (10%), is projected to
grow annually over the next several years. Its primary raw materials are
corn or wheat syrup that are available from several sources, and citrus
peels and seaweed that the company sources from key suppliers. The
seasonality of raw materials may cause raw material price fluctuations. A
portion of the company's revenues, earnings and assets are denominated in
Euros, which helps mitigate the influence of future foreign exchange risks
in relation to the notes.

The senior credit facility will be comprised of : a $100 million revolving
credit facility, maturing 2006; a $200 million term loan A in U.S. dollars
or its foreign currency equivalent, maturing 2006; a U.S. $225 million term
loan B, maturing 2008; and a U.S. $75 million term loan C, maturing 2008.
The term loans will be repayable in quarterly installments commencing in
2001, and term loan B and C will have balloon payments in the final years.
The borrowers will be CP Kelco ApS and CP Kelco US, Inc., the guarantors
will be the parent holding company and any direct and indirect U.S.
subsidiaries of the borrowers. The credit facility will be secured by
substantially all assets of the borrowers and their U.S. subsidiaries,
certain non-U.S. assets, the stock of the sponsors, the stock of the direct
and the indirect subsidiaries of CP Kelco, and 65% of the stock of certain
non-U.S. subsidiaries. The credit facility will contain customary financial
and other covenants.

The senior subordinated notes will be issued by CP Kelco and CP Kelco
Capital Corp. and will be guaranteed on a senior subordinated basis by any
U.S. subsidiaries that borrow under or guarantee the credit facilities. The
indenture governing the notes limits additional indebtedness to a fixed
charge coverage ratio of 2.0 to 1.0 times, and provides for carve-outs for
the $600 million credit facility, certain other debt, a receivables
securitization, and $100 million of other general debt The indenture also
limits restricted payments, liens, asset sales, merger and sales of assets,
and provides for repurchase upon change of control.

On a pro forma LTM basis as of 6/30/00, leverage is high with pro forma
debt of $730 million exceeding LTM revenue of $473 million. Pro forma
Debt/Book Capitalization is 69%, and Debt/Adjusted EBITDA is 4.7 times. If
pro forma EBIT and EBITDA is adjusted to include $20 million of standalone
corporate overhead and $20 million of cost synergies to be achieved by the
end of 2001, Adjusted EBIT/Interest is 1.3 times, Adjusted EBITDA/Interest
is 2.0 times, and Adjusted EBITDA-Capex/Interest is 1.4 times. Interest
coverage is thin when annual capital expenditures of approximately $50
million for manufacturing and technology needs are taken into account.
Operating earnings for the second half of 2000 are expected to increase
somewhat over the first half from recently completed new pectin capacity
that is sold out.

The notes will be offered and sold in a privately negotiated transaction
without registration under the Securities Act of 1933, under circumstances
reasonably designed to preclude a distribution in violation of the Act. The
issuance has been designed to permit resale under Rule 144.

CP Kelco Aps, headquartered in Wilmington, Delaware, is a leading global
producer of hydrocolloid products (xanthan gum, pectin, and carrageenan)
that are used as thickeners and stabilizers in foods and personal care
products, industrial, and oil and gas applications.

CROWN SIMPLIMATIC: Bottling Maker's Lynchburg Cuts Off Manpower 150 Less
Crown Simplimatic, The Associated Press reports, sent home 150 workers at
its Lynchburg plant three months after filing for Chapter 11 in Delaware.
Due to its current financial incapability, the troubled bottling maker was
forced to cut-off its manpower. "I guess I never thought it would happen
this quickly," said Quentin Wilson, who had been with the company for 13
years. "From that perspective, it's just a bit of a shock." Other plants
are unaffected of the manpower reduction.

DAIWA SECURITIES: Fitch Assigns BBB Long-Term Rating & C Individual Rating
Fitch has assigned its long-term rating of 'BBB+' and its individual rating
of 'C' to Daiwa Securities Group Inc. (Daiwa). In addition, Daiwa's
outstanding short-term and support ratings have been affirmed at 'F2' and
'5', respectively. At the same time, Fitch has affirmed the short-term (CP)
and support ratings of its U.S. subsidiary, Daiwa America Corp., at 'F2'
and '3'.

The following ratings for Daiwa Securities Trust and Banking (Europe) plc
(formerly Daiwa Europe Bank plc) have also been affirmed:

    a) short-term rating at 'F2', support rating at '3', and

    b) individual rating at 'C'.

The long-term Outlook for the group is Stable.

The ratings reflect Daiwa's solid domestic retail franchise, improving
performance, reduced risk profile, ample liquidity and low leverage
compared to U.S. peers. The ratings also recognize the optimistic
fundamental trends created by Daiwa's commitment and follow-through on its
restructuring/retrenchment plan. By focusing the firm's strategy inward on
its core domestic retail and wholesale distribution network and developing
its asset management capabilities, Daiwa has made clear strides at
diversifying and stabilizing its revenue streams. In conjunction with the
restructuring moreover, Daiwa has also strengthened and centralized its
risk management processes leading to material reductions in balance sheet
risk--particularly with regard to the recent large disposition of
distressed assets within its loan portfolio. As such, Daiwa's earnings are
less susceptible to large valuation adjustments and the subsequent credit
costs generated by that portfolio.

Progress to date is nevertheless tempered by the still concentrated nature
of revenue streams on equity-driven commission income, the uncertain
investment landscape in Japan and its impact on the growth of asset
management, and somewhat limited global business and revenue diversity
relative to U.S. peers. In addition, current momentum is constrained given
persistent concerns regarding the sustainability of improved domestic
capital market and economic conditions and the degree to which competitive
dynamics will intensify and margins compress due to financial deregulation.
However, ongoing signs of an improving economic landscape coupled with a
high level of volume in the equity markets are noteworthy. As such, Daiwa's
improved performance is supported by its large share of daily TSE trading
volume (approximately 12%). While this underscores its considerable
franchise, it is also encouraging from the standpoint of demonstrating
Daiwa's ability to take advantage of the changes presently occurring in
Japanese capital markets. All said, together with its strategic investment
banking joint venture with Sumitomo Bank, we believe Daiwa is well
positioned to take advantage of the changing financial environment in

DIAMOND HILL: Asks Court to Enter Final Decree
Diamond Hill Mining, Inc., Florida Canyon Mining, Inc., Montana Tunnels  
Mining Inc. and Apollo Gold Inc. file their motion for entry of final
decree and order closing case.

The court entered an order confirming the Reorganized Debtors' Second
Amended Joint Plan of Reorganization on December 28, 1998, and the
Effective Date of such plan, as subsequently modified and as amended was
February 5, 1999. The Reorganized Debtors have substantially consummated
the plan and have complied with all orders of the court regarding post
confirmation issues. The reorganized debtors are current with all
undisputed distributions required pursuant to the plan.

ELDER-BEERMAN: Bennett Increases Equity Stake to 8.8%
In a regulatory filing delivered to the SEC last week, James D. Bennett and
Bennett Management Corporation disclose the purchase of 195,000 additional
shares in The Elder-Beerman Stores Corp. between Aug. 9 and Sept. 8.  This
raises Bennett's equity stake in the Midwestern retailer from 5.4% to 8.8%.  

GARDEN BOTANIKA: Cosmetic Manufacturer Announces $2.02 Million Net Loss
Garden Botanika Inc. announced financial results for the three months ended
July 29, 2000, reporting a net loss of $2.02 million on total revenues of
$10.04 million. The Company has been operating under Chapter 11 protection
since April 20, 1999. (New Generation Research, Inc. 18-Sep-00)

Garden Botanika markets botanically based cosmetic and personal care
products through its 109 stores across the U.S. and its own catalog. The
Company's headquarters are located at 8624-154th Avenue NE, Redmond,
Washington 98052, and its Web site address is

GC COMPANIES: Stock Plunges As Cinema Operator Considers Bankruptcy
Shares of cinema operator GC Companies Inc. dropped as much as 12% Friday
after the company told U.S. regulators it was considering bankruptcy
protection, according to a Reuters report.  Shares of Chestnut Hill, Mass.-
based GC Companies, the operator of General Cinema Theatres, dropped $1-
1/16 to $7-11/16 in Friday afternoon trading on the New York Stock
Exchange.  The company's stock price has plunged nearly 80% in recent
months. Besides considering bankruptcy protection, GC Companies Inc. also
said it would sell company assets, close unprofitable theaters or
restructure, the SEC filing stated. GC Companies operates more than 1,000
U.S. movie screens, including megaplexes whose construction costs have
weighed heavily on the company's financial performance. The company
reported a $10.1 million loss for the third quarter, which ended July 31
with revenue of $108.6 million. (ABI 18-Sep-00)

GENESIS/MULTICARE: Seeks to Implement Key Employee Retention Program
Genesis Health Ventures, Inc., and The MultiCare Companies, Inc., believe
that the most cost effective way to protect against attrition and to
improve employee morale is to offer financial incentives designed to be
paid only if the covered employee remains actively employed by the Debtors
and to assume certain Key Employees' employment agreements.  Accordingly,
the Debtors seek the Court's authority for a key employees Retention
Program that consists of: (I) making Bonus Payments to approximately 1,500
key employees under sections 105(a), 363(b)(1), and 365 of the Bankruptcy
code, and (II) assumption with certain modifications 24 Employment
Agreements for certain key employees, pursuant to Section 365 of the
Bankruptcy Code.

(I) Special Recognition Bonuses

To encourage key employees to remain in the Debtors' employ, the Debtors
propose paying them additional compensation initially based on continued
employment and later on the Debtors' successful reorganization.
The Special Recognition Bonuses will be paid over four payments: (i) 20%
to be disbursed on September 30, 2000, (ii) 20% to be disbursed on
December 31, 2000, (iii) 20% to be disbursed on May 31, 2001, and (iv) the
remaining 40% to be disbursed on the date of the Debtors' emergence from
chapter 11.

To be eligible to receive Special Recognition Bonuses, employees must be

    (i)   one of the Debtors' middle managers;

    (ii)  employed with the Debtors on or before August 1, 2000, and

    (iii) employed with the Debtors on the date of the payment. The Debtors'
          Chief Executive Officer, Chief Financial Officer, and two Vice
          Chairmen are excluded from the Retention Program.

The Debtors estimate the maximum aggregate cost of the Retention Program
for approximately 1,500 employees to be approximately $11.5 million, of
which $1.5 million will be paid in respect of approximately 220 Key
Employees staffed at facilities operated by the Multicare Debtors, and
Multicare has moved the Court for authority to reimburse Genesis.

(II) Assumption of Employment Agreements

The Debtors seek the Court's authority to assume 24 employment agreements
of certain of the Debtors' vice presidents, presidents and senior vice
presidents, conditioned upon each respective employee's consent to the
Debtors' proposed amendments to the Employment Agreements, which would
nullify: (a) all Change of Control provisions, as that term is defined
under the respective Employment Agreements; and (b) all clauses whereby
the Debtors' employee may terminate the respective Employment Agreement
conditioned on (i) the liquidation, reorganization, dissolution or
winding-up of the Debtors, or the composition or readjustment of the debts
of the Debtors, (ii) the appointment of a trustee, receiver, custodian,
liquidator or the like for the Debtors or of all or any substantial part
of their respective assets, or (iii) any similar relief in respect of the
Debtors under any law relating to bankruptcy, insolvency, reorganization,
winding-up, or composition or readjustment of debts.

The Debtors estimate that the maximum aggregate cost of this is
approximately $8.4 million, which in the words of the Debtors represent
"the maximum aggregate cost of severance payments due pursuant to the
Debtors' severance benefit plan."

On June 13, 2000, the Debtors promoted 7 employees to positions of Senior
Vice President: Barbara J. Hauswald (SVP, Treasurer), Kenneth R. Kuhnle
(SVP, Chief Risk Officer), James V. McKeon (SVP, Corporate ControlLer),
Richard W. Sunderland (SVP, NeighhorCare Corporate Controller), James W.
Tabak (SVP, Human Resources), James J, Wankmiller (SVP, General Counsel),
and Arthur S. Wieland (SVP, Network Development). The Debtors are
currently in the process of entering into employment agreements with each
of these seven Senior Vice Presidents in the ordinary course of their
business. The Debtors estimate the maximum aggregate cost of assumption of
these seven employment agreements to be approximately $2.8 million,
representing the maximum aggregate cost of severance payments pursuant to
the Debtors' severance benefit plan. (Genesis/Multicare Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)

HARNISCHFEGER INDUSTRIES: Meditation & Arbitration Resolves $14MM of Claims
Pursuant to the Mediation and Arbitration Procedures approved by the Court
for resolving disputed claims, Harnischfeger Industries, Inc., reports that
it entered into Stipulations providing that:

    (1) Joy Technologies Inc. and John Cecil Hall and National Union Fire
        Insurance Co. agree that with respect to Claim No. 7160 in the
        amount of $6,139,875 plus unknown future expenses, the amount
        $450,000 will be allowed as general unsecured claim.

    (2) P & H Mining and Senstar Finance Company agree that with respect to
        Claim No. 6713 in the amount of $4.78 million, the amount
        $3,990,000 will be allowed as unsecured claim.

    (3) Debtor Advanced Mining Technologies, Inc. and American Longwall Face
        Conveyors, Inc. agree that with respect to Claim No. 5414 in the
        amount of $3.01 million, the amount $65,000 will be allowed as
        unsecured claim.

(Harnischfeger Bankruptcy News, Issue No. 27; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

HARVARD INDUSTRIES: Delisted From Nasdaq as of September 14
Harvard Announces Delisting from Nasdaq Lebanon, NJ, September 14, 2000
Harvard Industries, Inc. (NASDAQ-HAVA) has been notified that the Nasdaq
Stock Market has delisted the Company's Commmon Stock effective at the
opening of business on September 14, 2000 for failure to meet the minimum
share bid price of $5.00 per share. The Company remains a reporting company
under the Securities and Exchange Commission's rules. Trading in the
Company's Common Stock will now be conducted in the over-the-counter market
and, on application by broker-dealers, will be eligible for quotation on
the OTC Bulletin Board. The OTC Bulletin Board is a regulated quotation
service that displays real-time quotes and last-sale price and volume
information in over-the-counter (OTC) equity securities. Mr. Roger
Pollazzi, Chairman and Chief Executive Officer of Harvard, stated: "We will
not let the delisting distract us from our primary corporate goal of
building value for our stockholders".

HEILIG-MEYERS: Creditors' Committee Taps Akin, Gump as Lead Counsel
The Official Committee of Unsecured Creditors of Heilig-Meyers Company and
affiliated debtors applies to retain Akin, Gump, Strauss, Hauer & Feld, LLP
as its counsel in these cases.

The firm will, among other things:

      * Advise the Committee with respect to its rights , duties and powers
        in these cases;

      * Assist and advise the Committee in its consultations with the
        debtors relative to the administration of these cases;

      * Assist the Committee in analyzing the claims of the debtors'
        creditors and in negotiating with such creditors;

      * Assist the Committee's investigation of the acts, conduct, assets,
        liabilities and financial condition of the debtors and of the
        operation of the debtors' business;

      * Assist the Committee in its analysis of and negotiations with the
        debtors or any third party concerning matters related to, among
        other things, the debtors' proposed sale of its assets and the terms
        of a plan of reorganization for the debtors;

      * Assist and advise the committee as to its communications to the
        general creditor body regarding significant matters in these cases;

      * Represent the Committee at all hearings and other proceedings;

      * Review and analyze all applications, order statements of operations
        and schedules filed with the court and advise the Committee as to
        their propriety;

      * Assist the Committee in preparing pleadings and applications as may
        be necessary in furtherance of the Committee's interests and

Those professionals expected to have primary responsibility for providing
services to the Committee are:

      * Stanley J. Samorajczyk (Partner) - $500/hour;
      * John Strickland (Partners) - $450/hour;
      * Michael S. Stamer (Partner) - $425/hour;
      * Robert J. Stark (Counsel) - $290/hour; and
      * Shuba Satyaprasad (Associate) - $210/hour.

HEILIG-MEYERS: Creditors' Committee Selects Houlihan as Financial Advisor
The Official Committee of Unsecured Creditors of Heilig-Meyers Company and
affiliated debtors applies to retain Houlihan Lokey Howard & Zukin
Financial Advisors, Inc. as financial advisor to the Committee.

The firm will, among other things, provide the Committee with or give
advice about:

      * Financing options for the debtors, including the DIP Financing
        proposed by the debtors;

      * The debtors' credit operations and associated trust, servicing and
        credit portfolio transition issues;

      * The debtors' proposed store closure program, and any subsequent
        store rationalizations;

      * Potential divestiture, acquisition and merger transactions for the

      * Valuation analyses of the debtors as a going-concern, in whole or

      * Capital structure issues for the reorganized debtors, including debt

      * Financial issues and options concerning potential plans of
        reorganization, and coordinating negotiations with respect thereto;

      * The debtors' business plan, including an analysis of the debtors'
        long term capital needs and changing competitive environment;

      * Testimony in court on behalf of the Committee, if necessary; and

      * Any other necessary services as the Committee or the Committee's
        counsel may request from time to time with respect the financial ,
        business and economic issues that may arise.

ICON: Fitch Downgrades Lease Securitization Notes
Fitch downgrades the proceeding classes of securities as follows:

    A) ICON Receivables 1997-A, LLC:

       --Series 1997-A Class A-1 notes are downgraded to 'BBB' from 'AA'.
         The Class A-2 notes are downgraded to 'B' from 'A' . The Class A-3
         notes are downgraded to 'CCC' from 'BBB'. All classes of notes are
         also placed on Rating Watch Negative.

    B) ICON Equipment Lease Grantor Trust 1998-A:

       --Equipment lease-backed certificates, Series 1998-A, Class C
         certificates are downgraded to 'BB' from 'BBB'. The Class D
         certificates are downgraded to 'B' from 'BB'. Ratings on the Class
         A certificates and the Class B certificates are unchanged. All
         classes of certificates are placed on Rating Watch Negative.

These rating actions are the result of adverse collateral performance and
further deterioration of asset quality outside of Fitch's original base
case expectations. In the 1997-A and 1998-A transactions, delinquencies
have been significantly higher than historical levels. Losses from
defaulted leases have significantly reduced the remaining credit
enhancement available for each class of securities. In the 1997-A
transaction, a large obligor default, with little or no expected
recoveries, also occurred.

Fitch will continue to closely monitor these transactions and may take
additional rating action in the case of further deterioration.

INTEGRATED HEALTH: Debtors' Second Motion To Extend Exclusivity Periods
Integrated Health Services, Inc., and its debtor-affiliates tell Judge
Walwath they have continued to make significant progress in their
reorganization efforts. Specifically they are committed to completing a
long term business plan by October 18, 2000.  To continue this progress and
prepare for filing of a meaningful plan of reorganization, ISH says it
needs at least an additional 123 days. Accordingly, the Debtors ask Judge
Walrath, pursuant to 11 U.S.C. Sec. 1121, for an extension of their
exclusive period during which to file a plan of reorganization through and
including January 31, 2001, and an extension of the time within which they
have the exclusive right to solicit acceptances of that plan through and
including April 2, 2001.

The Debtors explain that after they have worked on their business plan and
will present it to their Creditors' Committee and Lenders on October 18.
Those constituencies will need at least 30 to 45 days to analyze the plan
and conduct their own due diligence.

Given the establishment of the Bar Date at August 29, 2000, and the need
to review and analyze claims before they can formulate and finalize the
terms of a feasible plan or plans of reorganization, the Debtors believe
that the requested extension of the exclusive periods is further apropos.

The Debtors also draw the Court's attention to the recent change in IHS'
management. It is essential to the success of reorganizations, the
Debtors say, that Mr. Bondi be given the opportunity to familiarize
himself with IHS' complex businesses.

The Debtors report that they have made progress in resolving issues
through negotiations with the Department of Health and Human Services
(HHS) and the Health Care Financing Administration (HCFA). They hope to
reach a Global Settlement of potential claims by and against the
Government but need time to do their job.

The Debtors tell Judge Walrath they have many time-consuming demands to
meet such as (i) producing a substantial volume of data and documents on a
regular and ongoing basis to creditors; (ii) submitting monthly reports to
the Office of the United States Trustee, and (iii) responding to the
myriad of inquiries and matters routinely encountered in complex chapter
11 cases.

Given that the Exclusive Periods were intended to afford the Debtors a
full and fair opportunity to rehabilitate their businesses, and to
negotiate and propose one or more reorganization plans without the
disruption of their businesses that might be caused by the filing of
competing plans of reorganization by non-debtor parties, the Debtors
believe that their request for extension of the exclusive periods is well

In addition to presenting the progress they have made and the status of
matters, the Debtors reiterate that their cases are large, undeniably, and
complex too, being in the highly regulated healthcare industry and the
depressed state of the long term care segment of that industry. The
Debtors assure the Judge that they are not seeking to use exclusivity to
pressure creditors into accepting a plan, but are negotiating with
numerous lessors and other parties in the process of finalizing their long
term business plan.

Judge Walrath will entertain Integrated's Motion at a hearing on September
29, 2000, in Wilmington. (Integrated Health Bankruptcy News, Issue No. 8;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

LIVING.COM: Shaw Family Filed $1.1MM Lawsuit Failing To Pay Purchase Price
According to Randolph Regional News, the former owners of Shaw Furnitures
Galleries filed a lawsuit against troubled for not paying $1.1
million for the Randleman business.  Sherrill W. and Ella June Shaw, filed
on Aug. 25 in Travis County District Court in Texas before the distressed
online retailer and its subsidiary filed for Chapter 11 bankruptcy.

LOEWEN GROUP: Stipulation Between J&K & Wards To Terminate Lease
Debtor J & K Management Company leased property from James W. Ward and
Wilda F. Ward at Leavenworth, Washington. After the lease expired in
January, 1999, J & K continued to lease the property on a month-to-month
basis. The Wards filed a motion for relief from the automatic stay for the
purpose of terminating the holdover tenancy.

The parties have agreed and obtained the Court's approval that the
automatic stay be terminated with respect to the property, solely to allow
the Wards to serve upon JKMC a written notice of the landlords' intent to
terminate the month-to-month holdover tenancy and to take necessary action
under the lease terms and applicable state law to remove JKMC from the
Property. The parties also agree to negotiate in good faith regarding the
purchase and sale of certain assets on the property. (Loewen Bankruptcy
News, Issue No. 26; Bankruptcy Creditors' Service, Inc., 609/392-0900)

MONET GROUP: Liz Claiborne To Lay-Off 48 of Jewelry Company's Workers
Liz Claiborne Inc., which bought the troubled jewelry company, Monet Group,
announces to send home 48 employees. When Liz Claiborne acquired the ailing
jewelry, the company had 261 workers.  Monet filed for Chapter 11 in May 11
in District of Delaware listing more than $ 50 million assets and $ 100
million above of debts.

Monet is a leading designer and marketer of branded fashion jewelry sold
through department stores (approximately 60% of 1999 sales), popular-priced
merchandisers (approximately 15% of 1999 sales) and internationally
(approximately 25% of 1999 sales) under the Monet, Monet Pearl, Monet
Signature, Monet (2, Trifari and Marvella) brands.

MSV RESOURCES: Prepares to Close on Copper Rand Financing
During the quarter ending June 30, 2000, MSV Resources has taken steps to
conclude arrangements with its most important creditors, in preparation for
the closing of financing of the Copper Rand project, and to allow the
transfer of mining assets in this project over to the new entity, Copper
Rand, Inc.

Furthermore, the company has concluded an agreement with WMC International
Limited, which will allow the distribution of surplus funds held in the
Copper Rand/Portage Restauration Fund. By virtue of this agreement,
$3,212,050 will remain in the trust fund. This amount represents the
current actual cost of restoration for all mining sites acquired from WMC
International Limited.

Therefore, at the time of closing for the financing, MSV will be able to
collect approximately $1.5-million.

The sale of the $40-million royalty requires more time than expected and
MSV is looking into new possibilities which would allow it to reimburse
Gerald Metals Inc. and liberate all transferable assets.


Operating costs and expenses were $378,927 for this second quarter compared
with $987,383 for the same period last year. The delay in closing the
financing led to temporary layoffs as of May 31, 2000. MSV's share of rent
costs and general administration expenses was lower. A larger portion of
the expenses has been taken up by the companies currently sharing office
space and retaining MSV personnel. Financial expenses reached $223,392 of
which $209,457 is related to a short-term loan. The higher exchange rate on
currency resulted in a loss of $127,908 compared with a gain of $167,188 in

The cash position at the end of the second quarter shows a surplus of
$56,442 compared with $5,703 in the first quarter of 1999. Since the
beginning of the year, the institutional partners in the financing of the
Copper Rand project have advanced funds totalling $275,000 for a cumulative
amount of $562,500. All costs exceeding the advances consented to by the
partners for the development of the Copper Rand property will be reimbursed
by Corporation Copper Rand and entered at the time of receipt. Cost of
development on the property totalled $960,000 for the period between
December, 1999, and June 30, 2000.


Management at MSV continues to take the necessary steps to satisfy all
demands set forth by all intervening parties directly or indirectly related
to the financing of the Copper Rand project. Most of these demandshave been
addressed. Management remains confident closing will be completed in the
coming weeks.

Once financing is completed, MSV will be in a financial position to
concentrate its efforts on the development and operation of the Copper Rand
mine as well as examining the possible development of other properties.

NATIONAL FARMERS: S&P Affirms Insurer's BBBpi Financial Strength Rating
Standard & Poor's affirmed its triple-'Bpi' financial strength rating on
National Farmers Union Life Insurance Co. (National Farmers). Key rating
factors include strong liquidity, extremely strong capitalization, and
superior profitability, offset by a lack of new business. Based in Kansas
City, Mo., this company writes mainly individual life and annuities,
specializing in industrial life and universal life products. The company is
wholly owned by United Fidelity Life Insurance Co. (financial strength
rating triple-'Bpi').

Approximately 40% of the company's business lies within its major states of
operations: California, Texas, North Dakota, Florida, and Illinois.
National Farmers began operation in 1938 and is licensed in 32 states and
the District of Columbia.

Major Rating Factors:

    --  The company's limited operating scope is a major rating
         factor; no new business has been written since 1995.

    --  The company's liquidity ratio of 217.7% is strong and on par
         with its peers at this rating level.

    --  Capital adequacy, as measured by Standard & Poor's capital
         adequacy model, is over 300%, which is extremely strong.
         Capital and surplus have grown at a compound annual rate of
         22.1% since 1991. Total adjusted capital was $50.7 million at
         year-end 1999 versus $52.3 million in 1998, a decrease of
         3.1%. The decline in surplus of $3.6 million from 1998 was
         caused by a stockholder dividend payment of $13.1 million and
         a negative $2.0 million change in the asset valuation reserve,
         offset by $8.9 million in net income and a favorable $2.6
         million change in net unrealized capital gains.

    --  In running off the company's liabilities, management has been
         able to achieve superior profitability, as measured by its
         five-year average ROA of 1.9%.

    --  The company is geographically diversified, with only 13.0% of
         direct business in its largest state (California).

Although the company (NAIC: 66540) is wholly owned by United Fidelity Life
Insurance Co. and is a member of Americo Life Inc. group of companies, the
rating does not include additional credit for implied group support.

ORBCOMM GLOBAL: Orbital Sciences Makes Statement on ORBCOMM Developments
Orbital Sciences Corporation (NYSE: ORB) stated that ORBCOMM Global, L.P.'s
voluntary filing for Chapter 11 reorganization is a necessary step in the
overall reorganization of ORBCOMM's financial structure and business plan.  
Orbital reaffirmed its support for ORBCOMM, of which it owns approximately
32% of the current equity, stating that it would continue to assist in the
restructuring effort and would also continue to provide technical support
for the continued operation of ORBCOMM's satellite and ground network.
Orbital stated that ORBCOMM's Chapter 11 filing is intended to allow
ORBCOMM the time to restructure its existing debt obligations as it seeks
to attract new equity investment to fund its operating and capital
requirements for the next several years.  ORBCOMM has retained Donaldson,
Lufkin & Jenrette Securities Corporation to act as the liaison between the
company and its bondholders. Bear, Stearns & Company, Inc. is also
assisting in exploring financing alternatives for ORBCOMM.  In addition, as
previously announced, Teleglobe Inc., which currently owns approximately
68% of ORBCOMM's equity, is providing an interim financing package that
will provide ORBCOMM with short-term liquidity for the next several months,
which will allow ORBCOMM to continue to operate its satellite and ground
network and provide its full range of wireless data communications services
to existing customers and business partners in dozens of countries around
the world.
Although it cannot be sure of the timing, Orbital stated that ORBCOMM is
aiming to emerge from Chapter 11 with a restructured financial and
operational plan that will put the company in an improved position to
achieve cash flow break-even within the next several years.
Orbital does not anticipate that ORBCOMM's Chapter 11 filing will have a
material impact on Orbital's operations or overall liquidity position.
However, Orbital may decide at a later date that certain non-cash
adjustments should be made.
Orbital is one of the largest space technology and satellite services
companies in the world, with 1999 total enterprise revenues (including
revenues from unconsolidated affiliates) of approximately $915 million. The
company, headquartered in Dulles, Virginia, employs over 5,000 people at
major facilities in the U.S., Canada and several overseas locations.  
Orbital is the world's leading manufacturer of low-cost space systems,
including satellites and space robotics, launch vehicles, electronics and
sensors, satellite ground systems and related digital infrastructure.  Its
Magellan subsidiary is a pioneer in satellite-based navigation and
communications products for consumer and industrial markets.  Through its
ORBCOMM and ORBIMAGE affiliates and ORBNAV subsidiary, Orbital is also a
major operator of satellite-based networks that provide data
communications, high-resolution imagery and automotive information services
to customers around the world.

PACIFICARE HEALTH: Intends to Raise Members' HMO Costs in 2001
In the face of rising medical costs coupled with insufficient federal
funding of Medicare programs, PacifiCare Health Systems, Inc. (Nasdaq:
PHSY), announced that its Medicare+Choice health plan, Secure Horizons,
will reluctantly ask the majority of its 1 million-plus members in eight
states to share more of the cost of health care next year.

Changes for 2001 will vary significantly from county to county and state to
state where Secure Horizons is offered. Beginning next year, slightly more
than half of Secure Horizons members will pay a higher monthly premium,
ranging from $19 to $99 depending on where they live (Note: in Los Angeles
and Orange counties, Calif., there will be minimal changes to benefits, and
a zero monthly premium remains in effect).

One-third of all members will also see slightly higher copayments to visit
doctors, specialists or the hospital. Prescription drug coverage, which is
not part of Medicare but is offered by Secure Horizons in many markets, may
also change in response to drug cost inflation.

"We recognize that Secure Horizons is a very popular program, but these
changes reflect the very real challenges that confront all of us in the
government's Medicare+Choice program," said Robert O'Leary, president and
chief executive officer of PacifiCare Health Systems. "Medical inflation is
here, and until more dollars are put back into the program, we are asking
consumers to help us cover more of the cost. This is a problem Washington
can fix if legislators truly want consumers to have more choice in Medicare
now and in the future."

To demonstrate the difference by county and state, consider examples in
California and Colorado. In Los Angeles County, Calif. (where Secure
Horizons has nearly 15 percent of its national membership), the impact will
be minimal. Secure Horizons receives a monthly payment of approximately
$630 per member, per month from the Health Care Financing Administration
(HCFA) to pay for the health care of its 140,000-plus members. For the
second year in a row, they will see no monthly premium, and the copayment
of $5 to see doctors and specialists will remain the same. Copayments for
pharmacy drug coverage will remain at $7 for generic drugs with an
unlimited annual ceiling and $15 for brand-name drugs with an annual
ceiling of $2,000.

By contrast, in Pueblo County, Colo. where Secure Horizons will be the only
Medicare+Choice health plan operating next year, members will be charged a
$99 monthly premium and $15 co-payments for doctor and specialist visits.
Members will receive a $750 annual prescription benefit for brand-name
pharmaceuticals and an unlimited prescription benefit for formulary

"Nearly everyone involved in this program agrees: it's not going as
originally planned with respect to offering consumers more choice in
Medicare," added O'Leary. "Unfortunately, health plans have had to charge
their members more, reduce benefits or leave markets altogether.
Nationally, they've already seen 1.4 million Medicare HMO members lose
their plans since 1998. Doctors and hospitals are asking for more money to
cover their increasing costs. As a leader in the Medicare+Choice program,
we want to remain an option for as many people as possible. Instituting
these changes will help us do that."

O'Leary also pointed out that, similar to last year, nearly 75 percent of
the additional revenues raised through government and member premium
increases, and copayments will go directly PacifiCare's network of doctors
and hospitals. The remainder will fund new and expanded regulatory
requirements and member service programs. PacifiCare also said it will
reduce costs by an additional $90 million through benefit and coverage
changes, similar to actions it took in 1999 and 1998 in response to
government payment policy and the Balanced Budget Act.

"On average, more than 85 percent of the government's payment to us goes
directly to doctors, hospitals and other health care providers," he added.
"That's as it should be, especially when you're caring for seniors and the
disabled. But the doctors and hospital executives I speak with on an almost
daily basis are also telling me they are feeling intense pressure in the
Medicare program, whether they contract with HMOs, Medicare itself or
accept payments through supplemental insurance programs. We are acutely
aware of their challenges and are arguing for expedient and meaningful
change in Washington."

Nationally, Secure Horizons offers a network of more than 40,000 physicians
and specialists in eight Western states along with over 400 hospitals for
its 1 million-plus members. Earlier this year, PacifiCare announced it
would exit just 15 counties in five states affecting 26,000 enrollees, or
less than three percent of its 1 million-plus membership. Nearly 25 percent
of that total will result from the company's announcement to exit business
in the states of Ohio and Kentucky effective next year.

PacifiCare Health Systems is one of the nation's largest managed health
care services companies. Primary operations include managed care products
for employer groups and Medicare beneficiaries in nine states and Guam,
serving approximately 4 million members. Other specialty products and
operations include behavioral health services, life and health insurance,
dental and vision services, pharmacy benefit management and Medicare+Choice
management services. More information on PacifiCare Health Services can be
obtained at

PANAVISION: Moody's Downgrades 9-5/8% Senior Sub Discount Notes To Caa1
Moody's Investors Service downgraded the rating of Panavision's $150
million of 95/8% senior subordinated discount notes, due 2006, to Caa1 from
B3. Moody's also downgraded the rating of its $340 million of secured bank
credit facilities to B2 from B1. Panavision's senior implied rating is B2,
and its senior unsecured issuer rating is B3. The rating outlook is

Panavision's ratings are downgraded to reflect its deteriorating credit
profile. While the company has maintained its commanding market share,
revenue and cash flow growth have been severely derailed by weak feature
and independent film starts. Additionally, the recent screen actors guild
strike and an unfavorable foreign exchange environment have also restrained
revenue growth. However, normalizing for the adverse effects of the
unfavorable foreign exchange environment and the screen actors guild
strike, leverage remains high and cash flow coverage of interest is thin.
Panavision's revenues and cash flow are modest in comparison to its
substantial debt. The volatile nature of its revenues exacerbates the
disparity in scale of Panavision's revenues and debt.

During Panavision's re-capitalization, recognizing that it had to drive
revenue growth, management outlined a strategy of increased capital
expenditures to enhance its camera line and deepen market penetration.
Panavision's revenue and cash flow performance have fallen short of
expectations, and in response, Panavision has reduced annual capital
expenditures by approximately $20 million. Management's expectations were
that Debt-to-EBITDA and EBITDA-to-cash interest would approximate 5.2x and
4.4x, respectively, by year end December 1999. However, for the last twelve
months ended June 30, 2000, adjusted Debt-to-EBITDA and EBITDA-to-cash
interest coverage have been 7.4x and 2.3x, respectively. Free cash flow is
minimal and liquidity remains tight. The company's financial flexibility is
limited by its bank agreement. Presently, based on its leverage test,
Panavision can only draw down an additional $5-$10 million on its revolver.

Panavision's new ratings and negative outlook incorporate our expectation
that leverage will remain high and that the notes, if revenues do not grow
substantially, may be impaired. Film starts and episodic television, the
company's principal markets, are not anticipated to expand remarkably.
Still, Panavision must continue to invest in new cameras and technology if
it wishes to remain competitive. Panavision will also have to service the
steadily increasing amortization requirements of its term debt and the cash
interest payments of its subordinated discount notes, which commence in

However, Panavision's ratings continue to derive support from the company's
significant market share of major studio films and episodic television
productions, its strong management team, its strong brand image in its
niche, the moderate level of competition in its market place, and its
unique equipment and research. Panavision's global market share is well
above 70%. The company's strategic, long-term relationships with its
customers, along with its technological leadership, also ensure that
Panavision will remain entrenched as the market leader.

Panavision's equipment inventory is evolving along with the needs of its
customers. The company, along with Sony Electronic, has also introduced a
new line of digital cameras to the market. Technologically and financially,
the company will benefit from Sony's recent $10 million investment and the
formation of their strategic alliance. Sony will bring greater expertise in
digital camera technology and will benefit from Panavision's lens expertise
and market leadership. Since Sony's partnership with Panavision will result
in the division of costs associated with joint technological innovation,
Panavision will be able to maintain its role as the technological leader in
the market place with less capital investment.

The Caa1 rating of the subordinated notes further reflects the contractual
subordination of the subordinated notes to senior debt under the $340
million of credit facilities. The B2 rating on the senior secured
facilities recognizes the benefits and limitations of the collateral
package. The senior bank credit facilities are secured and guaranteed by
subsidiaries and contain cash flow recapture provisions. It is Moody's view
that asset value is highly uncertain as this is specialized equipment with
a limited number of potential buyers despite its loyal following among its
customers; however, there is certain hidden value as a portion of cameras
in the rental pool have been largely depreciated.

Headquartered in Woodland Hills, California, Panavision manufactures and
rents camera systems and lighting equipment to motion picture and
television producers worldwide

PAYLESS CASHWAYS: Third Quarter Net Income Increases By 37%
Payless Cashways, Inc. (OTC Bulletin Board: PCSH), a full-line building
materials and finishing products company focusing on the professional
builder, remodel and repair contractor, institutional buyer, and project-
oriented consumer, reported operating results for the third quarter ended
August 26, 2000.

                Key Developments - Third Quarter 2000

         - 9th consecutive quarter of EBITDA improvement.
         - 37% increase in net income versus 3Q99.
         - EBITDA ratio of 5.8% highest achieved in last 15 quarters.
         - SG&A expense reduced by 21.6% or $23.3 million vs. 3Q99.
         - Gross margin improvement of 90 basis points.
         - Stockholders' equity at $152 million, $7.58 per share book value.

Error! Bookmark not defined."Our intense commitment to developing a
sustainable profit model resulted in improved gross margin, reduced SG&A
expense, an increase in EBITDA, and a significant improvement in net
income, " said President & CEO Millard Barron.

                          Third Quarter 2000 Results

Earnings before interest, taxes, depreciation, and amortization (EBITDA),
increased to $22.6 million or 5.8% of sales for the 2000 third quarter,
compared to $22.4 million or 4.6% of sales for the same period last year.
The Company reported third quarter net income of $2.4 million, compared to
net income of $1.7 million in the third quarter of the previous year, an
improvement of 37%. Income per common share in the third quarter of 2000
was $0.12 compared to $0.09 in the same quarter of 1999.

Net sales for the third quarter of 2000 were $391.8 million, an 18.6% same-
store decrease, and a 20.4% decrease in total versus third quarter of 1999
sales of $492.2 million. On a same-store sales basis, sales to the
professional customer decreased 14.3%, and sales to the DIY customer
decreased 23.8% for the quarter. Same store sales were negatively impacted
by significant deflation in lumber and wallboard prices, reductions in
advertising activity and ongoing business restructuring, including
eliminating certain non-profitable customer relationships and products.

                          Year-to-date 2000 Results

The Company reported a 19.5% increase in earnings before interest, taxes,
depreciation, and amortization (EBITDA), to $48.1 million, or 4.1% of
sales, for the first three quarters of 2000, compared to $40.2 million or
2.9% of sales, for the same period last year.

The net loss for the first three quarters of fiscal 2000 was $1.7 million,
an improvement of 69.5% compared to the net loss of $5.4 million for the
first three quarters of 1999. The loss per common share for the first nine
months of 2000 was $0.08 compared to $0.27 for the same period of 1999.

Sales for the first nine months of 2000 were $1,160.7 million, a 13.4%
decline on a same-store basis and a 15.7% decrease in total, compared with
the same period last year's sales of $1,376.8 million. On a same-store
sales basis, sales to the professional customer decreased 8.6%, and sales
to the DIY customer decreased 19.1% year-to-date.

                     Payless Cashways Management Comments

Payless Cashways Inc. President & CEO Millard Barron commented, "Our 3rd
quarter results reflect our many positive turnaround initiatives as well as
the negative effects of sector slowing dynamics. We continued to adjust and
fine tune our business model, including our assortments, services and
marketing programs aimed at our target customer groups. These changes,
combined with a significant drop in commodity prices resulted in a negative
sales performance compared to last year. However, our intense commitment to
developing a sustainable profit model resulted in improved gross margin
rates, reductions in SG&A expenditures, increased EBITDA and a significant
improvement in net income. I believe these fundamental improvements
combined with our many sales initiatives and a solid focus on building
stronger relationships with our target customers are key steps forward in
our journey towards a successful future for our Company."

Barron continued, " I am very proud of our team's attitude, commitment, and
performance in this very difficult operating environment. Additionally, I
appreciate the ongoing support of our vendors and lenders as we continue
towards our goal of improving shareholder value."

                           About the Company

Payless Cashways, Inc. is a full-line building materials and finishing
products company focusing on the professional builder, remodel and repair
contractor, institutional buyer, and project-oriented consumer. The Company
operates 150 stores in 18 states located in the Midwestern, Southwestern,
Pacific Coast and Rocky Mountain areas. The stores operate under the names
Payless Cashways, Furrow, Lumberjack, Hugh M. Woods, Knox Lumber and
Contractor Supply.

PEACHTREE NATURAL: Blames Atlanta Gas For Chapter 11 & Files $50MM Lawsuit
Peachtree Natural Gas, The Associated Press reports, filed a lawsuit
against Atlanta Gas Light Co. and its affiliates, who caused the Chapter 11
filing on Oct. 26, 1999. Georgia's former third natural gas marketer claims
in the $50 million suit that due to billing and customer service of AGL's
affiliate, was what pushed it to file for bankruptcy.

Peachtree Natural Gas, which operates in Georgia, was considered the third
largest retail marketer in the state. Peachtree filed for bankruptcy
protection under Chapter 11 in the Northern District of Georgia.

SAFETY-KLEEN: Rejects 10 Unexpired Vacant Property Leases
Pursuant to 11 U.S.C. Sec. 365(a), Safety-Kleen Corporation and its
debtor-affiliates sought and obtained Court authority to reject 10
unexpired leases of nonresidential real property as of the Petition Date.
To the extent that the Debtors have subleased portions of a property, the
Debtors also seek to reject the Subleases as of the Petition Date. The 10
leased properties are located at:

         DECATUR, AL                 EAST SYRACUSE, NY
         303 Second Avenue           I 8 Corporate Circle
         Suite 3A                    East Syracuse, NY
         Decatur, AL

         CAPE CORAL, FL              BENSENVILLE, IL
         428 Pine Island             950 Industrial Way
         Cape Coral, FL              Bensenville, IL

         8 130 Baymeadows            Hwy 281 South
         Jacksonville, FL            Grand Island, NE

         FLORENCE, SC                MIAMI, FL
         Hwy 301 South               7875 N.W. 50 Street
         Florence, SC                Miami, FL

         TALLAHASSEE, FL             SEATTLE, WA
         3082 W. Thorpe Street       South Park
         Tallahassee, FL             Seattle, WA

Rejection of these unnecessary property leases will reduce postpetition
administrative costs and is a sound exercise of the Debtors' business
judgment, Safety-Kleen says. In addition to the Debtor's obligation to
pay rental expenses under these Leases, the Debtors note, the Leases
typically obligate the Debtors to insure, perform certain maintenance on
and incur other related charges associated with the Property. The Debtors
have examined their obligations and costs and determined that the are
substantial and constitute an unnecessary drain on cash resources. By
rejecting the Leases, the Debtors will avoid incurring unnecessary
administrative charges that provide no tangible benefit to the Debtors'
estate, creditors or interest holders.

The Debtors believe that these Leases are at or above market rental rates
for the type of property involved and, therefore, the Debtors are unable
to obtain any value from a third party for the Leases through an
assumption and assignment. Additionally, the Debtors have already vacated
the leased premises or are in the process of vacating them now. (Safety-
Kleen Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service, Inc.,

SINGER SEWING: Relocating Tennessee-Based Consumer Products Division
Singer Sewing Co., Nashville reports, says it will move its
consumer products division in Murfreesboro office after selling its Lenoir
distribution center. Singer signed a lease for 157,000 square feet of
office in Interchange City in LaVergne. After filing for Chapter 11 last
year, Singer has finally gotten its reorganization plan approved in U.S.
Bankruptcy Court in Southern District of New York.

Singer's VP, Keith Burk says that the 80,000-square-foot facility, located
at 4500 Singer Road in Murfreesboro, was too small for the combined
operation, so Singer sold the property and will move into the leased
facility at 1224 Heil Quaker Avenue in LaVergne by the end of the year.

SPECIALTY FOODS: Filed for Bankruptcy Petition in Delaware Court
Specialty Foods announced that its affiliated non-operating holding
companies filed Chapter 11 petitions in the U.S. Bankruptcy Court in
Delaware. The company said its operating companies -- Mother's Cake &
Cookies, Archway Cookies and Andre- Boudin Bakeries -- are conducting
business as usual and will not file for bankruptcy.

Specialty Foods said the filings are part of its previously-announced
financial reorganization plan. In June, the company announced that it had
reached agreement with its bondholders for the distribution of proceeds
from the sale of its remaining businesses. On September 12, 2000, Specialty
Foods announced an agreement to sell Mother's and Archway to Parmalat SpA
for $250 million. That announcement said completion of the transaction is
subject to customary governmental approval and certain conditions related
to the financial reorganization of the Specialty Foods parent holding

Debtor: Specialty Foods Corporation
         520 Lake Cook Road
         Suite 550
         Deerfield, Illinois 60015

Affiliates:  GWI, Inc.
              Specialty Foods Acquisition Corporation
              SFC Sub, Inc.
              SFAC New Holdings, Inc.
              SFC New Holdings, Inc.
              SFC - SPV Corp.
              Specialty Foods Finance Corporation

Chapter 11 Petition Date:  September 18, 2000

Court:  District of Delaware

Bankruptcy Case No.:  00-3647

Debtor's Counsel:  Gregg M. Galardi, Esq.
                    Skadden, Arps, State, Meagher & Flom LLP
                    One Rodney Square
                    P.O. Box 636
                    Wilmington, Delaware 19899-0636
                    (302) 651-3000


                    Jay M. Goffman, Esq.
                    Carlene J. Gatting, Esq.
                    Skadden, Arps, State, Meagher & Flom LLP
                    Four Times Square
                    New York, NY 10036-6522
                    (212) 735-3000

STELLEX TECHNOLOGIES: Subsystems & Components Provider Gets $36MM DIP Loan
The High Yield Report states that Stellex Technologies Inc. got $ 36
million debtor-in-possession facility from its senior lenders that
includes, Societe Generale, First Union Commercial Corp. and Lehman
Commercial Paper Inc.

New York-based Stellex Technologies, provides highly engineered subsystems
and components for the aerospace, defense and space industries. The company
together with its affiliates filed for bankruptcy protection under Chapter
11 in the District of Delaware. Stellex listed having $ 384,500,000 million
and $ 384,279,000 million in assets and debts accordingly.

SUN HEALTHCARE: Delaware Court Okays Settlement Pact with Former CEO
In addition to what it announced to the press, as previously reported,
about the resignation of Mr. Andrew L. Turner, chairman of the Sun Health
board and chief executive officer of the company, the Debtors reveal to
the Court that they are uncertain whether there will be a role for Mr.
Turner after the restructuring because they anticipate that their most
senior lenders will become the owners of Sun under the terms of any
restructuring. The Debtors explain that the recent sharp cuts in Medicare
reimbursement have caused the value of Sun to be far less than the amount
of claims against the Debtors.

After negotiations with Mr. Turner, the Debtors propose for the Court's
approval: (1) a Settlement Agreement and an Expense Indemnification
Agreement with Andrew L. Turner as an officer and director of the Debtors;
(2) the purchase of an extension of the notice period under Sun
Healthcare's existing directors' and officers' insurance policy with
National Union, and (iii) expense reimbursement agreements for current
officers and directors.

The Debtors tell the Court that as part of the negotiations with Mr.
Turner, Sun has received a commitment for a 10-year extension of the
coverage of Sun's D&O Policy at a premium of $1,000,000 subject to the
Court's apprval. The coverage period for Sun's D&O Policy expires on the
earlier of (i) a change in control including the effective date of a
chapter 11 plan; or (ii) February 28, 2000. The D&O Extension extends the
time within which claims can be made and which Sun or an insured party may
notify the insurer of a claim under the policy and obtain reimbursement.
The Debtors contend that an extended notice period is important because
claims related to events prior to the effective date of the plan or
reorganization may not be made before expiration of the D&O Policy due to
statutes of limitation expiring after termination of the original notice
notice under the policy.

The Expense Indeminification Agreement is modeled on the Prepetition
Indemnification Agreement, the Debtors tell the Judge. It will supplement
the protections provided by Sun's D&O Policy and the D&O Extension in
providing for the advancement and reimbursement of certain expenses. The
Debtors tells Judge Walrath that Sun's obligation to advance or reimburse
expenses for all officers and directors, including Mr. Turner, will be
limited to $5,000,000.

The Debtors believe that the terms of the Separation Agreements are fair
and reasonable. First, the Debtors will not have any obligation to make
any incentive restructuring payment to Turner (between $425,000 and
$500,000). Second, the Debtors will be released from any postpetition
severance obligations under the Retention Program or the Employment
Agreement, which could be in excess of $2,100,000. Third, the Debtors will
be released from any contingent claims by Turner under the Prepetition
Indemnification Agreement. Fourth, unlike the Prepetition Indemnification
Agreement, the potential exposure to Sun under the Expense Indemnification
Agreement would be limited to the advancement and reimbursement of defense
costs and such exposure would be limited to $5,000,000 for all officers
and directors. Finally, the Expense Indemnification Agreement would apply
only in situations not covered by the D&O Policy e.g., deductibles or
expenses that are not reimbursable under the D&O Policy.

Moreover, the Debtors believe that the D&O Extension and additional
defense cost protections for all current officers and directors, will
allow these individuals to focus on working through the process of Sun's
reorganization without worrying about exhausting their own personal
resources in defending against potential claims.

Judge Walrath granted the motion in all respects. (Sun Healthcare
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service, Inc.,

TAL WIRELESS: Hearing on Disclosure Statement Scheduled for October 10
Tal Wireless Networks, Inc. filed a Chapter 11 plan and a Disclosure
Statement on August 18, 2000.  A hearing to consider the approval of the
debtor's Disclosure Statement will be held on October 10, 2000 at 10:00 AM
before the Honorable Marilyn Morgan, Northern District of California, San
Jose Division. The chapter 11 plan is a liquidating plan.

TOMAHAWK II: Files for Bankruptcy Protection in California
Tomahawk Corp.'s subsidiary, TomaHawk II, Inc., filed for bankruptcy
protection in U.S. Bankruptcy Court for Southern California, according to
an article in the Canada Stockwatch. The filing was done on Sept. 11, 2000,
and like all other bankruptcy filings, the company is required to submit a
plan of reorganization to restructure its finances to continue operations.
Tomahawk  is represented by Eric Nyberg of Kornfield, Paul & Nyberg, in
Oakland, California. Mr. Michael Lorber of Canada Stockwatch reports that,
Tomahawk, which provides engineering design and manufacturing services,
"believes" in coming up with a reorganization plan, which includes
financing operations and growth.

TREESOURCE INDUSTRIES: Lumber Manufacturer's Sales Fall by $21.5 Million
In a quarterly report filed with the SEC, TreeSource Industries, Inc.
management discussed and analyze the financial condition and results of
operations for the 3 months ended July 31, 2000.

                           Results of Operations  

On a quarter-to-quarter basis, the Company's financial results have and
will vary widely, due to seasonal fluctuations and market factors affecting
the demand for logs, lumber, and other wood products. Therefore, past
results for any given year or quarter are not necessarily indicative of
future results.

Domestic lumber market conditions continued to weaken during the first
quarter of fiscal 2001 due to industry overproduction and the decline in
U.S. housing starts. The average price of the industry benchmark green fir
2x4 standard and better lumber decreased 11%, from $333 per unit in the
quarter ended April 30, 2000, to $296 per unit in the quarter ended July
31, 2000. The average price of the industry benchmark #2 fir saw log also
decreased 4% from $640 to $612 per unit during these periods. Because the
decrease in lumber prices outpaced the decrease in log costs, industry
margins and the Company's profits decreased. In response to the
deterioration of the market, the Company curtailed production indefinitely
at its facility in Burke, Vermont, which had net sales of $0.3 million,
$7.3 million, and $4.6 million in fiscal years ending 2001, 2000, and 1999,

On September 27, 1999, the Company filed for voluntary reorganization under
chapter 11 of the U.S. Bankruptcy Code ("the Code"). The Company continues
to operate its business as a debtor-in-possession. As a debtor-in-
possession under the Code, the Company is authorized to operate its
business subject to the terms of a cash collateral order, but may not
engage in transactions outside of the ordinary course of business without
Court approval. The costs associated with the reorganization totaled
$652,000 during the quarter ended July 31, 2000. Interest expense for the
quarter was approximately $1,102,000 lower than it otherwise would have
been due to the filing for reorganization. During the reorganization
period, the Company is allowed relief from payment of interest charges on
all pre-petition debt, but is required to accrue interest expense on claims
that are, in the opinion of management, fully secured. No interest expense
has been recorded since September 27, 1999 on the Company's senior secured
debt or unsecured senior subordinated notes because management believes
these claims are under-secured. (See "Legal Proceedings"). The Company
filed for reorganization in response to a protracted period of weak lumber
markets combined with the Company's high level of debt and substantial
preferred stock dividend obligations. The cash generated by operations was
not sufficient to enable the Company to pay its commitments and continue

On April 12, 2000 the Company filed an Amended Joint Plan of Reorganization
(the "Plan") in U.S. Bankruptcy Court (the "Court") that if confirmed by
the Court, would result in the cancellation of the Company's current
classes of 14 common and preferred stock and eliminate any value remaining
in these equity securities. The Company's senior secured lenders have a
security interest in substantially all the assets of the Company. Under the
proposed Plan, these senior secured lenders would exchange a portion of
their claims against the Company for new equity securities to be issued by
the Company pursuant to the Plan. The proposed Plan also sets up a defined
pool of funds from which unsecured trade creditors would be paid. The
percentage recovery for unsecured trade creditors would depend on a number
of issues, including the resolution of disputed claims. On May 17, the
Company successfully petitioned the Court to delay the Plan confirmation
hearing for 120 days due to current lumber market conditions. The Company
may, at its option, further amend or withdraw the Plan.

            Comparison of Three Months Ended July 31, 2000 and 1999

Net sales for the three months ended July 31, 2000 decreased $21.5 million
(32%), as compared to the three months ended July 31, 1999. This decrease
was principally caused by an 18% decrease in lumber sales volume and a 16%
decrease in the weighted average net lumber sales price. In response to the
relativley weak lumber market during the three months ended July 31, 2000,
the Company either reduced operating hours or took extended downtime at
most facilities.

Gross profit for the quarter ended July 31, 2000 was (4.1%) of net sales,
compared to 15.7% of net sales for the quarter ended July 31, 1999. Unit
manufacturing costs in the three months ended July 31, 2000 increased 4% as
compared to the three months ended July 31, 1999, primarily due to market-
related production curtailments.

Selling, general and administrative expenses for the quarter ended July 31,
2000 decreased by (11.5%) as compared to the quarter ended July 31, 1999,
excluding reorganization charges. This decrease has resulted from the
implementation of a number of cost-saving measures, such as corporate staff
reductions, reduction in office lease space, and the closure of certain

Reorganization charges for the quarter ended July 31, 2000 are comprised
primarily of fees for professional services related to the bankruptcy.

As of July 31, 2000, the Company had available an estimated $45 million in
federal net operating losses and $33 million in state net operating losses
to offset future taxable income. Due to the bankruptcy, substantial doubt
exists regarding the Company's ability to fully utilize these NOLs. As a
result, the Company fully reserved for the NOLs generated during the three
months ended July 31, 2000 and 1999. The Company periodically reviews the
above factors and may change the amount of valuation allowance as facts and
circumstances dictate.

                     Liquidity and Capital Resources

The Company is currently operating as a debtor-in-possession under a cash
collateral order approved by the Court, pursuant to a number of conditions.
The cash collateral order allows the Company to use funds from operations
and its $16 million debtor-in-possession working capital secured revolving
line of credit (the "Line of Credit") for normal operating purposes. The
cash collateral order also grants a security interest in substantially all
the assets of the Company to the pre-petition senior secured lenders and
post-petition secured debtor-in-possession lenders. The current cash
collateral order expires September 30, 2000. If the Company is unable to
obtain a new cash collateral order by October 1, 2000, the Company may not
be able to meet its short term liquidity needs. The Company's pre-petition
senior secured creditors have in the past agreed to such a new cash
collateral order during these bankruptcy proceedings. However, there is no
guarantee the pre-petition secured creditors will agree to a new court
collateral order. 16

Cash and cash equivalents increased by approximately $1.6 million during
the three months ended July 31, 2000, to $3.4 million, excluding $0.8
million in restricted cash. On July 18, 2000, the $738 thousand in proceeds
from the equipment sale at Sedro-Woolley were paid from restricted cash to
the secured pre-petition lenders as ordered by the Court. Approximately
$2.2 million of cash was generated from operations due to the continued
reduction in both accounts receivable and inventory from seasonal
adjustments and curtailments of certain operations. The decrease in
payables and accruals of $0.7 million resulted from the deterioration of
the domestic lumber market. To conserve cash prior to filing for
reorganization, the Company has not paid interest or principal on its
senior secured debt and subordinated debentures, or dividends on its Series
A Preferred Stock since March 1999.

The Company historically has not had a line of credit or working capital
financing available to it, and, therefore, has relied on cash provided by
its operations to fund its working capital needs. In October of 1999, in
connection with filing for voluntary reorganization, the Company obtained
the Line of Credit provide for day-to-day liquidity and seasonal log
inventory increases. As of July 31, 2000 there was no borrowings on the
Line of Credit and $2,225,000 in letters of credit outstanding.

For the three months ended July 31, 2000, the Company spent $0.3 million
for capital improvements to its facilities. The Company had no material
commitments for capital spending at July 31, 2000.

The Company does not invest in market risk sensitive instruments.

Debtor:  United Artists Theatre Circuit, Inc.
          9110 E. Nichols Ave.
          Englewood, CO 80112

Affiliates:  Untied Artists Theatre Company
              United Artists Realty Company
              United Artists Properties I Corp.
              United Artists Properties II corp.
              UAB, Inc.
              UAB II, Inc.
              Mamaroneck Playhouse Holding Corporation
              Tallthe Inc.
              UA Theatre Amusements, Inc.
              UA International Property Holding, Inc.
              UA Property Holding II, Inc.
              United Artists International Management Company
              Beth Page Theatre Co., Inc.
              United Film Distribution Company of South America
              U.A.P.R., Inc.
              R and S Theatres, Inc.
              King Reavis Amusement Company

Type of Business:  United Artists Theatre Circuit, Inc. ("UATC") is a
                    leading motion picture exhibitor in North America. UATC
                    licenses films from all major and independent film
                    distributors and derives revenues primarily from
                    theatre admissions and concession sales.

Chapter 11 Petition Date: September 5, 2000

Court: District of Delaware

Bankruptcy Case No: 00-03515

Judge: Sue L. Robinson

Debtor's Counsel: James H. M. Sprayregen, Esq.
                   Kirkland & Ellis
                   200 East Randolph Drive
                   Chicago, IL 60601
                   (312) 861-2000

                   Laura Davis Jones, Esq.
                   Pachulski, Stang, Ziehl, Young & Jones PC
                   919 North Market Street 16th Floor
                   P.O. Box 8705
                   Wilmington, DE 19899-8705 (Courier 19801)
                   (302) 652-4100

Total Assets: $ 521,947,913
Total Debts : $ 667,665,846

VIDEO UPDATE: Video Retailer Announces It Will File for Bankruptcy
Video Update, Inc. (OTCBB:VUPDA), announced that it will file for
protection under Chapter 11 of the U.S. Bankruptcy Code. The Company will
attempt to restructure its operations for the benefit of creditors and
shareholders. The Company intends to continue to operate normally during
this restructuring period and expects no interruption of service to its

Video Update is a leading US and Canadian video retailer, the company runs
about 650 stores (about 90% are company-owned; the rest are franchised).
Its stores offer rentals of videocassettes, VCRs, video games, DVDs, and
game consoles. The company has grown through acquisitions, but it has
struggled to digest the Movies chain (about 240 stores). The money-losing
company, which lost nearly $1 for every $2 it made in fiscal 1999, has been
closing underperforming locations.

WHX & WHEELING: Moody's Lowers Debt Ratings & Begins Review for Downgrade
Moody's Investors Service downgraded its ratings for WHX Corporation and
Wheeling-Pittsburgh Corporation (WPC) and placed the two companies' ratings
under review for possible further downgrade. The downgrades primarily stem
from a decline in the credit profiles of both companies due to anticipated
operating losses at WPC for at least the next two quarters. Moody's expects
WPC to experience lower steel shipments, sharply lower prices, higher
energy costs, and two scheduled fourth quarter plant outages.

The following ratings were changed and will remain under review:

    a) Moody's senior implied rating for WHX Corporation was lowered to B3
        from B2, and

    b) the rating for WHX's $282 million of 10.5% senior notes due 2005 was
        lowered to Caa1 from B3, as was its senior unsecured issuer rating.

    c) Moody's ratings for Wheeling-Pittsburgh Corporation's $275 million of
        9.25% guaranteed senior notes due 2007, and
    d) $75 million guaranteed senior term loan due 2006, were lowered to B3
        from B2.

    e) The rating for Wheeling-Pittsburgh Steel Corporation's $150 million
        guaranteed senior secured revolving credit facility due 2003 was
        lowered to B1 from Ba3.

    f) Moody's "caa" ratings for WHX's 6.5% and 7.5% convertible preferred
        stock were not changed, but were placed under review for possible

Moody's expects WPC to have negative operating income for at least the next
two quarters as a result of reduced steel demand, sharply lower prices, and
higher operating costs. Deteriorating credit statistics could cause
liquidity problems at the steel company. At this time it is difficult to
judge whether the current softness in the steel markets is only a temporary
condition caused by a build-up of inventory in advance of price increases
implemented in the first half of 2000, or is more fundamental in nature.
However, even if steel demand firms, Moody's believes it will take several
quarters for prices of flat rolled products to return to their second
quarter 2000 levels. WPC has little fixed-price contractual business and is
therefore more subject to spot price changes than many of its competitors.

Moody's is keeping the ratings under review for possible downgrade because
of the uncertainty over the severity and duration of the current market
downturn and how it may affect WPC's and WHX's liquidity. Losses at WPC may
lower WHX's EBITA close to zero for several quarters and increase WHX's net
debt as interest payments and committed capital projects are funded.

In addition to the deterioration at WPC, WHX has experienced a drop in its
investment and interest income, which in previous years had helped offset
losses at WPC. WHX's interest and investment income in 1997 through 1999
was $52 million, $88 million, and $26 million, respectively, but the
company's investment portfolio has generated small losses so far in 2000.
Most of the investment portfolio is U.S. Treasury securities, which have
declined in value as interest rates have risen.

These declines have been partially offset by stronger cash flow at Handy &
Harman (H&H), which WHX acquired in April 1998. In 1999, H&H's operating
income and cash provided by operating activities were both $42 million,
compared to $26 million and $23 million, respectively, in 1998. The H&H
acquisition also enabled WPC to merge its underfunded defined benefit
pension plan with H&H's overfunded plan, thereby reducing WPC's annual
pension funding requirements.

On June 30, 2000, WHX had total debt of $1,089 million, including Wheeling-
Pittsburgh Steel Corporation's $115 million accounts receivable facility
but excluding $129 million of margin borrowings related to WHX's investment
portfolio. WHX's net debt on June 30 was $948 million, or 5.3 times LTM
EBITDA. On June 30, WPC had debt of $564 million, which resulted in debt to
EBITDA of 6.4 times for the twelve months ended June 30, 2000.

Wheeling-Pittsburgh Steel's $150 million revolving credit facility had
outstandings of $87 million at June 30, and $115 million at the end of
August. Because of tightening financial covenants in the revolver and
declining financial results, WPC has begun discussions with its bank
lenders to amend certain covenants of the credit facility. This facility is
supported by a keepwell agreement that requires WHX and WPC, at the request
of the banks, to maintain revolver availability of $10 million.

WHX Corporation is a New York-based holding company whose primary
subsidiaries include Wheeling-Pittsburgh Corporation, a vertically
integrated manufacturer of value-added flat rolled steel products, and
Handy & Harman, a diversified industrial manufacturing company that makes a
wide variety of specialty precious and non-precious metal products

* Meetings, Conferences and Seminars
September 20-22, 2000
          3rd Annual Conference on Corporate Reorganizations
             The Regal Knickerbocker Hotel, Chicago, Illinois
                Contact: 1-903-592-5169 or

September 21-23, 2000
          Litigation Skills Symposium
             Emory University School of Law, Atlanta, Georgia
                Contact: 1-703-739-0800

September 21-24, 2000
          8th Annual Southwest Bankruptcy Conference
             The Four Seasons, Las Vegas, Nevada
                Contact: 1-703-739-0800

November 2-6, 2000
          Annual Conference
             Hyatt Regency, Baltimore, Maryland
                Contact: 312-822-9700 or

November 27-28, 2000
          Third Annual Conference on Distressed Investing
             The Plaza Hotel, New York, New York
                Contact: 1-903-592-5169 or

November 30-December 2, 2000
          Winter Leadership Conference
             Camelback Inn, Scottsdale, Arizona
                Contact: 1-703-739-0800

February 22-24, 2001
          Real Estate Defaults, Workouts, and Reorganizations
             Wyndham Palace Resort, Orlando (Walt Disney World), Florida
                Contact: 1-800-CLE-NEWS

March 28-30, 2001
          Healthcare Restructurings 2001
             The Regal Knickerbocker Hotel, Chicago, Illinois
                Contact: 1-903-592-5169 or

July 26-28, 2001
          Chapter 11 Business Reorganizations
             Hotel Loretto, Santa Fe, New Mexico
                Contact: 1-800-CLE-NEWS

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


Bond pricing, appearing in each Monday's edition of the TCR, is provided by
DLS Capital Partners in Dallas, Texas.

A list of Meetings, Conferences and Seminars appears in each Wednesday's
edition of the TCR. Submissions about insolvency-related conferences are
encouraged. Send announcements to

Each Friday's edition of the TCR includes a review about a book of interest
to troubled company professionals. All titles available from --
go to  
or through your local bookstore.

For copies of court documents filed in the District of Delaware, please
contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents
filed in cases pending outside the District of Delaware, contact Ken Troubh
at Nationwide Research & Consulting at 207/791-2852.


S U B S C R I P T I O N   I N F O R M A T I O N

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Copyright 2000. All rights reserved. ISSN 1520-9474.

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