TCR_Public/000922.MBX              T R O U B L E D   C O M P A N Y   R E P O R T E R

                Friday, September 22, 2000, Vol. 4, No. 186

                               Headlines

ADVANSTAR COMMUNICATIONS: Moody's Rates $515MM Bank Credit Facilities Ba3
AMERICAN INSURANCE: S&P Affirms Bpi Financial Strength Rating
AMERICAN PAD: Court Approves $67.1MM Sale of 2 Divisions to American Tissue
ANKER COAL: PricewaterhouseCoppers Modifies Going Concern Opinion
BAY VIEW: Fitch Lowers Ratings & Merrill Lynch Exploring Strategic Options

COLONIAL HEALTH: Case Summary and 20 Largest Unsecured Creditors
COMPLETE WELLNESS: Two Executives Leaves Post, Company Still in Turmoil
CORAM HEALTHCARE: Applies to Retain Dynamic Healthcare Solutions
CP KELCO: Moody's Assigns B1 Rating To New Senior Secured Credit Facility
CROWN VANTAGE: Perhaps Santa Claus Will Bring a Plan of Reorganization

DIMAC HOLDINGS: Court Approves Employment of President for MBS Multimode
ELDER-BEERMAN: Announces Openings Of New Stores in Wisconsin And Michigan
EQUALNET COMMUNICATIONS: Because the Auditors Resigned, 10-K Will be Late
EQUITEX, INC.: Baseball Star Canseco Endorses Financial Services Products
FLEETWOOD ENTERPRISES: Moody's Reviews Baa3 Ratings For Possible Downgrade

FLOORING AMERICA: Awaits Court Approval for $45MM DIP Loan With Lender
FREEDOM LIFE: S&P Affirms Insurer's Bpi Financial Strength Rating
GC COMPANIES: Stock Dropped from S&P SmallCap 600 Index
GC COMPANIES: Stock Continues to Fall & Bankruptcy Rumors Continue to Swirl
GENESIS/MULTICARE: Genesis Employs Poorman as Claims And Noticing Agent

HARNISCHFEGER INDUSTRIES: Objects to US Bank's Letter of Credit Claims
HEILIG-MEYERS: Committee Taps BDO Seidman to Provide Accounting Services
HOME HEALTH: Ask for Extension of Exclusive Period through November 28
INTEGRATED HEALTH: Debtors Employ Panza Maurer As Compliance Counsel
KANSAS CITY: Moody's Assigns Ba2 Rating To $200MM Senior Note Issue

KEY LIFE: S&P Affirms Insurer's CCCpi Financial Strength Rating
KMART CORPORATION: Makes Series of Executive Moves To Strengthen Chain
LAIDLAW, INC.: Transportation Operator Optimisttic About New Bank Financing
LOEWEN GROUP: Debtors to Examine Bankers Trust Pursuant To Rule 2004
MAINSTREAM PCS: Fitch Assigns B- Rating To Senior Notes & Discount Notes

MARVEL ENTERPRISES: Adopts Stockholder Rights Plan to Discourage a Takeover
MIDWAY AIRLINES: Moody's Rates Equipment Securitization Certificates
MONDO, INC.: Case Summary and 20 Largest Unsecured Creditors
NATIONAL FINANCIAL: S&P Lowers Insurer's Financial Strength Rating to CCCpi
NATIONAL FOUNDATION: S&P Affirms Insurer's Bpi Financial Strength Rating

OPTIMARK, INC.: Business Strategy Refocused Under New Leadership Team
PETSEC ENERGY: Needs More Time -- to December 11 -- to Solicit Acceptances
PETSEC ENERGY: Seeks Extension of 365(d)(4) Deadline through Confirmation
PINELLAS HEALTH: Case Summary and 20 Largest Unsecured Creditors
PRO AIR: Northwest Airlines Declines to Honor Failed Carrier's Tickets

QUALITY-LINK BERTIE: Case Summary and 11 Largest Unsecured Creditors
RAYTHEON COMPANY: Extends Expiration Dates For Exchange Offers
SAFETY-KLEEN: Applies To Employ Crowell & Moring as Litigation Counsel
SHOE CORPORATION: Believes Chapter 7 Trustee Best Suited to Litigate Claims
SUN HEALTHCARE: Fifth Omnibus Motion To Reject Certain Equipment Leases

SYNTEEN TECHNOLOGIES: Textile Manufacturer Files Plan of Reorganization
UNOVA INC: Moody's Places Long-Term Debt Ratings On Review For Downgrade
VENCOR, INC.: Ventas Announces Dividend and Continued REIT Status Election
VIDEO UPDATE: List of Affiliates
WESTSTAR CINEMAS: Employs Ernst & Young as Tax Accountants & Consultants

* BOOK REVIEW: OIL & HONOR: The Texaco-Pennzoil Wars

                               *********

ADVANSTAR COMMUNICATIONS: Moody's Rates $515MM Bank Credit Facilities Ba3
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Moody's Investors Service assigned a Ba3 rating to Advanstar
Communications' proposed $515 million of bank credit facilities including
its $100 million revolving credit facility, $200 million Term Facility A
and $215 million Term Facility B. In addition, Moody's confirmed
Advanstar's Ba3 senior implied rating, B2 senior subordinated note rating
and B1senior unsecured issuer rating. The rating outlook is stable. All of
Advanstar's existing bank ratings have been withdrawn.

Proceeds from the $415 million in term loans, $50 million of Advanstar
Holding company senior discount notes and $297 million of equity from DLJ
Merchant Banking Partners III and management as well as the assumption of
Advanstar's existing senior subordinated notes will be used to finance the
acquisition of Advanstar by DLJ Merchant Banking and management. Based on
the $912 million of total consideration, the EBITDA valuation is
approximately 9 times. Following the transaction, senior management will
remain with the company, retaining an estimated 15% ownership stake.

The ratings reflect Advanstar's high financial leverage and thin interest
coverage as a result of the mostly debt-financed acquisition. Advanstar is
vulnerable to economic cyclicality with approximately 36% of revenues
driven by advertising. Despite a relatively diverse revenue stream, the
company has certain industry concentrations including the fashion and
apparel industry (approximately 24% of revenues and 39% of cash flow and
mostly attributed to its MAGIC trade shows), which is considered to be more
volatile relative to other industries. Over time Advanstar may face
integration challenges following strategic acquisitions; none are currently
anticipated.

Positive considerations include Advanstar's significant market position
within a diverse set of industries providing marketing solutions for
businesses - mostly trade shows and advertising space in trade
publications. In addition, the ratings are supported by the growth
expectations for both expositions and publishing, an increasingly higher
margin revenue mix due to a shift to less cyclical trade show and
exhibition revenues and a strong senior management team who will continue
to operate the company. Moody's ratings also take into consideration the
sizable cash equity contribution made by DLJ Merchant Banking and
management.

The stable outlook reflects Moody's expectation that the company's
commitment to reduction in financial leverage will be achieved over the
near term. Should leverage remain high or increase over the next 12 to 24
months, Moody's would be likely to consider a negative rating action.

The Ba3 ratings on Advanstar's senior secured facilities reflect the
benefits of the collateral package and debt protection measures within the
credit agreement. The facilities are secured by the assets of the borrower
and the capital stock of the company and its material subsidiaries
including 65% of the capital stock of the company's foreign subsidiaries as
well as by guarantees from Holdings and the company's direct and indirect,
restricted subsidiaries. The company's Internet operations will be
structured as an unrestricted subsidiary. Bank covenants are expected to
limit Advanstar's ability to make acquisitions unless it is consistent with
an improved cash flow position. Along with its other goals, management has
indicated that the company intends to use its cash flow to reduce leverage.

Pro forma for the transaction and as of the last 12 months ended 6/30/00,
total debt at the operating company level is substantial at approximately
$565 million and leverage is high with debt-to-EBITDA of 5.9 times. Cash
flow coverage of total interest expense is initially thin with about 1.4
times coverage after capital expenditures. As a result of recent
investments in computer systems capital expenditures have more than doubled
but remain reasonable. Additionally, the company intends to spend $15
million to acquire its remaining interest in two joint ventures.

Advanstar's high leverage increases the company's vulnerability to economic
cyclicality and the competitive markets in which it operates.

Advanstar is a proven operator with a history of increasing revenues and
cash flow margins. Since the company's last transaction in early 1998 and
prior to the proposed transaction, the company's leverage had progressively
declined. The company has maintained strong market positions in most of the
industries in which it operates, ranking #1 or #2 in 90% of the company's
trade shows and exhibitions and ranking #1 or #2 in 75% in the company's
magazines and journals (based on ad pages and for which there is available
data). The leading trade show event in an industry usually becomes the
dominant player and is rarely replaced, reinforcing the likelihood of long
customer relationships.

Advanstar's near term cash flow is modest, reflecting its increasing
capital expenditures and sizable contribution to its Internet business,
limited to $30 million in total. However, the company currently has no
outstandings under its revolving credit facility and generally operates
with negative working capital. By 2002 management expects leverage and
interest coverage to be notably improved.

Advanstar Communications Inc., headquartered in Boston, MA, is a leading,
global provider of integrated business-to-business marketing communications
solutions principally through trade shows and conferences and through
controlled circulation trade, business and professional magazines.


AMERICAN INSURANCE: S&P Affirms Bpi Financial Strength Rating
-------------------------------------------------------------
Standard & Poor's affirmed its single-'Bpi' financial strength rating
on American Insurance Co. of Texas (American Insurance).

Key rating factors include the company's irregular operating earnings and
limited business scope.

Based in Fort Worth, Texas, this company writes individual accident and
health, group accident and health, Medicare supplement, and major medical
expense coverage. Its products are marketed primarily through agents.

The company's ultimate parent, Ascent Assurance Inc. (Nasdaq: AASR)
(formerly Westbridge Capital Corp.), filed a voluntary Chapter 11
bankruptcy petition on Sept. 16, 1998. In March 1999, it reorganized and
emerged from bankruptcy under the Ascent name. American Insurance began
operations in 1968.

It is licensed in 21 states.

Major Rating Factors:

    -- The company has displayed an irregular pattern of operating
        earnings which, in conjunction with its current capital base of
        $3.7 million, limits the rating. Since 1994, returns have varied
        from negative 22.6% to positive 9.6%.

    -- The company maintains a somewhat aggressive investment profile
        with respect to risk assets (16% of capital).

    -- The company displays a narrow product-line scope, with more than
        99% of its direct business in accident and health related lines.

    -- Capitalization is very strong, as indicated by a Standard &
        Poor's capital adequacy ratio of 151.6%. However, the company's
        surplus, $3.7 million at year-end 1999, has registered a
        compound annual decline of 4.4% since 1993.

Although the company (NAIC: 81949) is a member of the Ascent Assurance
group, the rating does not include additional credit for implied group
support.


AMERICAN PAD: Court Approves $67.1MM Sale of 2 Divisions to American Tissue
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American Pad & Paper Company (OTCBB:AMPPE) (AP&P) said it has received
bankruptcy court approval for the sale of its Ampad and Forms divisions to
an affiliate of American Tissue Inc. AP&P and American Tissue previously
announced the asset sale agreement for $67.1 million on August 2, 2000. The
sale is expected to close during the next few weeks.

"The completion of this sale to a strong, strategic buyer of American
Tissue's caliber will help relieve the difficult situation under which
Ampad and Forms have been operating during AP&P's Chapter 11 process,"
stated James W. Swent III, AP&P's chief executive officer.

Mehdi Gabayzadeh, American Tissue's president and chief executive officer,
commented further, "Ampad and Forms are both well-respected in the
marketplace and we look forward to adding them to the American Tissue
family of businesses."

Founded in 1982, with headquarters in Hauppauge, N.Y., American Tissue Inc.
has quickly become one of the country's largest manufacturers and
distributors of consumer private label paper products as well as a major
supplier of commercial and industrial paper products for the away from home
market. American Tissue has domestic facilities located strategically from
coast to coast as well as facilities in Mexico. Additional information on
the company can be found at http://www.americantissue.com.

AP&P has been pursuing the sale of various business assets as part of its
Chapter 11 process. Once the sales of the AP&P operating divisions are
completed over the next few weeks, the Company and its advisors will review
options for finalizing the Chapter 11 process. Based on the current status
of these sales processes, AP&P's management reaffirms the following
information contained in the Company's Form 8-K filed with the Securities
and Exchange Commission on August 14, as accurate, "While it is not
possible at this time to predict the final outcome of the Company's Chapter
11 cases, under these circumstances, management believes it is unlikely
that its current equity holders will receive any value from the final
disposition of the bankruptcy cases."


ANKER COAL: PricewaterhouseCoppers Modifies Going Concern Opinion
-----------------------------------------------------------------
At the request of its Board of Directors, Anker Coal Group, Inc. solicited
bids from several nationally recognized independent accounting firms,
including PricewaterhouseCoopers LLP, the company's current auditors, to
serve as its auditors for the fiscal year ending December 31, 2000. On
September 6, 2000, PricewaterhouseCoopers LLP advised the company that it
would not submit a bid to provide those services to the company.
Accordingly, effective September 7, 2000, the Audit Committee recommended
and the Board of Directors of Anker Coal Group, Inc. approved the
engagement of KPMG as the company's independent auditors for the fiscal
year ending December 31, 2000 to replace the firm of PricewaterhouseCoopers
LLP.

The report of PricewaterhouseCoopers LLP for the year ended December 31,
1998, was modified for an uncertainty related to the company's ability to
continue as a going concern. The report of PricewaterhouseCoopers LLP for
the year ended December 31, 1999, included an emphasis paragraph regarding
the company's significant losses in 1999 and 1998 and significant future
debt service payments beginning in 2001.


BAY VIEW: Fitch Lowers Ratings & Merrill Lynch Exploring Strategic Options
--------------------------------------------------------------------------
Fitch has downgraded the ratings for Bay View Capital Corporation (BVC) and
its subsidiaries and has placed the ratings on Rating Watch Evolving. The
long-term rating for BVC was lowered to `B` from `BB-`, while the long-term
rating for Bay View Bank N.A. (BVB) was lowered to `B+` from `BB-`. The
ratings impacted by this action are outlined at the end of this release.
The current rating action is in response to BVC`s announcement that it is
closing its ill-fated Franchised Mortgage Acceptance Company (FMAC) unit,
which was acquired in November 1999. FMAC`s business model and heavy
expense burden required substantial origination volume and ready access to
the capital markets in order to sustain. Post-acquisition weakness in some
of FMAC`s prior securitization transactions led to reduced market
confidence, requiring substantial increases in subordination levels and/or
insurance premiums on future FMAC deals. The increased cost made it
uneconomical for BVC to securitize these loans. As a result, BVC has been
forced to portfolio these loans and hold substantial capital against the
outstanding balances. The loans generate decent spread income, but spreads
are reduced by the increased capital charge.

BVC announced that it has retained Merrill Lynch to explore strategic
options for the company, which included the potential sale of the FMAC
business. A lack of interest in FMAC led management to close down the
operation. BVC will take a third quarter 2000 charge of between $11-14
million and most likely will write off the $192.7 million in goodwill
associated with the transaction. All production and marketing-related
personnel have been terminated--roughly 140 people in total. BVC will
continue to service the remaining $1 billion in franchise loans on its
books as well as loans previously securitized as it continues to look for
opportunities to reduce both portfolios.

The deteriorating fundamental performance has resulted in the bank entering
into a `Letter Agreement` with the OCC and Federal Reserve Bank. The
`Letter Agreement` requires the bank to submit a budget and capital plan to
regulators and to receive approval on any dividends flowing out of the
bank, including dividends flowing up to the holding company to service
parent company obligations. Management has stated that it expects
profitability to improve in fourth quarter 2000 and does not anticipate any
interruption in dividends to the holding company. However, the holding
company`s dependence on the bank to service its debt and the marginal
profitability of the bank have substantially increased the risk of parent
company obligors.

The rating action reflects this increased risk profile and general
deterioration in underlying fundamentals at the bank. BVC was relying on
FMAC to generate asset growth and improved profitability. The absence of
this business raises the question of where asset growth will come from and
how future growth will be funded. In addition, the performance of the
franchise loan portfolio as it seasons presents some risk in light of the
asset quality problems surfacing in prior securitizations. Fitch intends to
maintain the Rating Watch Evolving status until we are comfortable with the
company`s budget, capital plans and ability to generate improved
profitability.


COLONIAL HEALTH:  Case Summary and 20 Largest Unsecured Creditors
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Debtor:  Colonial Health Investors, LLC
          315 Old US Highway 70E
          Black Mountain, NC 28711

Affiliates:  Emporia Health Investors, LLC
              South Boston Health Investors, LLC

Chapter 11 Petition Date:  September 13, 2000

Court:  Western District of North Carolina

Bankruptcy Case No.:  00-51124

Debtor's Counsel:  Albert F. Durham #6600
                    227 W. Trade St., Suite 1200
                    Charlotte, NC 28202
                    (704) 334-0891

Total Assets:  $ 1 Million Above
Total Debts :  $ 1 Million Above

20 Largest Unsecured Creditors:

Robert Brady
PO Box 10127
Southport, NC 28461
(910) 201-4444                                       $ 435,000

Centennial Healthcare, Inc.
Suite 650
400 Perimeter Center Terr.
Atlanta, GA 30346
(770) 698-9140                     Trade Debt        $ 402,725

Paragon Rehabilitation
3100 West End Ave.
Nashville, TN 37013                                  $ 325,880

Sprucepine                                            $ 30,337

Centennial PTS Part B                                 $ 17,382

Eastern Medical Supply                                $ 16,836

Carolina Power & Light Co.                            $ 13,997

Medline Industries Inc.                               $ 11,323

Arcadia Health Care                                   $ 10,476

Institutional Distributors                             $ 8,970

NCS Healthcare Inc.                                    $ 5,246

Xerox Corporation Eastern                              $ 3,909

Kutob Robi                                             $ 3,600

Redline Medical Supply                                 $ 2,729

Aladdin Synergetics                                    $ 2,571

TMP Worldwide                                          $ 2,533

Standard Paper Sales                                   $ 2,375

Centennial PTS/CPR+                                    $ 2,373

Pet Dairy                          Trade Debt          $ 2,316

Ikon Capitol                                           $ 2,178


COMPLETE WELLNESS: Two Executives Leaves Post, Company Still in Turmoil
-----------------------------------------------------------------------
A Dow Jones report relates that executive officers at Complete Wellness
Centers Inc.'s (CMWL) tendered their resignations, which will be effective
Sept. 29.  Resigning are: CEO Joseph J. Raymond Jr. (who also became chief
financial officer when Rebecca R. Irish resigned after working for 6 months
on her post) and President & COO Sergio Vallejo.  Messrs. Vallejo and
Raymond will remain as directors of the company.  E. Eugene Sharer is named
as interim president and chief financial officer.

Due to the its current federal investigation, Complete Wellness didn't
attract any buyers, and has increasing debts and payables. The physician
practice company is appealing a delisting done by Nasdaq.  Complete
Wellness announced in August that it is considering filing for bankruptcy
reorganization.


CORAM HEALTHCARE: Applies to Retain Dynamic Healthcare Solutions
----------------------------------------------------------------
Coram Healthcare Corp. and Coram, Inc. seek court authority to retain
Dynamic Healthcare Solutions LLC as their health care consultants in their
on-going chapter 11 restructuring.  The consulting firm will:

    a) Assist in the development and participation in the implementation of
        strategic planning initiatives to improve the overall function and
        results of the debtors and their operations, including developing a
        payer and provider strategy;

    b) Assist in the development and participate in bank presentations;

    c) Consult with Folger, Levin & Kahn regarding Aetna U.S. Healthcare v.
        Healthcare and related matters towards effectuating a resolution
        acceptable to Healthcare;

    d) Assist in the development and implementation of a plan for the
        closures and disposition of Coram Resource Network, Inc.;

    e) Perform investor relations, marketing communications, and print
        services;

    f) Provide software and hardware systems consulting;

    g) Provide consulting services for organizational planning, business
        plan development, human resources, and management plan incentives;
        and

    h) Perform other projects as assigned.

Compensation to Dynamic will be payable on a monthly basis plus
reimbursement of actual, necessary expenses incurred. The debtors are
informed that the consultants presently designated to service the debtors,
their positions and their current standard daily rates are:

    Ron Mills          Acting Vice President,
                       Information Systems            $ 1,250

    Kurt Davis         Acting Sr. Vice President,
                       Marketing Communications and
                       Investor Relations               $ 600

    Dan Smithson       Acting Sr. Vice President
                       of Recruitment                   $ 750

    Peter Andrews      Project Manager                 $ 1000

    Darlena Blay       Project Manager                 $ 1000

    Paul Weber         Project Manager                 $ 1000


CP KELCO: Moody's Assigns B1 Rating To New Senior Secured Credit Facility
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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 VANTAGE: Perhaps Santa Claus Will Bring a Plan of Reorganization
----------------------------------------------------------------------
Crown Vantage, Inc. seeks entry of a court order (Northern District of
California) further extending its exclusive periods within which to file a
plan of reorganization and solicit acceptances thereof for approximately 75
days through and including December 25, 2000 and February 26, 2000,
respectively.

The debtors have signed a Letter of Intent between Crown Paper and Crown
Acquisition Corp., and the court issued an order approving the Bid
Procedures Motion under which an auction, if necessary, will be held on
October 3, 2000 and the final hearing has been scheduled for October 6,
2000.

The debtor states that its cases are large and complex. There are 2,100
employees, almost 10,000 potential general unsecured creditors and over
$800 million in combined secured and unsecured debts. If the extension is
not granted the debtors would have to file a plan of reorganization by
October 11, 2000, a mere eight days after an auction is scheduled to take
place and five days after the Sale Hearing.


DIMAC HOLDINGS: Court Approves Employment of President for MBS Multimode
------------------------------------------------------------------------
By order entered on August 31, 2000, the US Bankruptcy Court, District of
Delaware authorized employment of James Christopher McDonald as president
and general manager of MBS Multimode Inc. and approving related employment
agreement.


ELDER-BEERMAN: Announces Openings Of New Stores in Wisconsin And Michigan
-------------------------------------------------------------------------
The Elder-Beerman Stores Corp. (Nasdaq:EBSC) announces the October 4, 2000
Grand Openings of its two newest department stores in West Bend, Wisconsin
and Howell Michigan.

The 62,000 square-foot West Bend store and the 74,000 square-foot Howell
store are the third and fourth of Elder-Beerman's new concept stores.
Growth of the concept store format in smaller, underserved markets is a key
element of the company's new three-part strategic plan announced in August
of this year. The first two concept stores in Warsaw, Indiana, and
Frankfort, Kentucky had successful grand openings last fall and have been
very well received by customers. The new stores will carry a mix of brand
name fashion merchandise for men, women, juniors, young men and children; a
full assortment of home furnishings; and cosmetics and fragrances,
including Estee Lauder, Clinique, Lancome and Elizabeth Arden. Elder-
Beerman has designed the store to enhance the customer shopping experience
through a more convenient store layout and high-capacity fixturing that
will attractively display more merchandise in less space.
The West Bend and Howell stores have many innovative features, including:

    a) Centralized customer service centers - Six centers throughout the
        store will be staffed during all store hours to facilitate fast and
        easy purchases for the customer with Elder-Beerman's new proprietary
        point of sale system. These service centers and the new point of
        sale system help Elder-Beerman to provide the fast and efficient
        service that today's customer needs.

    b) Self-select cosmetics - All of the fragrances and about 50 percent of
        the treatment products will be available on open shelves for
        shopping convenience.

    c) The Zone - A combined juniors' and young men's shop that creates an
        exciting specialty store within a store for the next generation of
        Elder-Beerman customers.

"The growth of our concept stores is very important to our three-part
strategic plan, along with a shift in our merchandising strategy and the
streamlining of our organizational structure," stated Frederick J, Mershad,
Elder-Beerman's chairman and chief executive officer. "The West Bend and
Howell stores fit perfectly into our new store strategy in terms of
location and demographics. We look forward to serving new customers in
these communities."

The nation's ninth largest independent department store chain, The Elder-
Beerman Stores Corp. is headquartered in Dayton, Ohio and now operates 62
department stores in Ohio, West Virginia, Indiana, Michigan, Illinois,
Kentucky, Wisconsin and Pennsylvania. Elder-Beerman also operates two
furniture superstores. The company has announced a new concept store in
Jasper, Indiana scheduled to open in November 2000.


EQUALNET COMMUNICATIONS: Because the Auditors Resigned, 10-K Will be Late
-------------------------------------------------------------------------
Equalnet Communications Corp. (OTC Bulletin Board: ENET) announced that it
will not be able to file its annual report on Form 10-K for its fiscal year
ended June 30, 2000, when due on September 28, 2000, with the Securities
and Exchange Commission.  As previously announced, the Company's
independent auditors resigned in June 2000, and since their resignation the
Company has been unable to retain a suitable replacement. In addition to
lacking outside auditors, the Company does not at this time have the
financial or human resources necessary to prepare and file its annual
report with the Commission. To complete and file the 10-K by its due date,
the Company would have to incur significant additional costs to hire
outside consultants to compile information ordinarily compiled by employees
of the Company. Moreover, the operating budget of the Company, as approved
by the bankruptcy court, does not provide for funds to engage outside
consultants to gather information, independent accountants to prepare the
audited financial statements or funds to print and distribute the annual
report to shareholders.

The Company has submitted a request for a "no action letter" from the
Commission requesting the Company be granted the right to modify its
periodic reporting requirements under the Securities Exchange Act of 1934,
as amended.  The Company requested that it be permitted to file with the
Commission the monthly operating reports that will be submitted by the
Company to the bankruptcy court in lieu of filing the annual and quarterly
reports required by the Exchange Act. Although there is no assurance that
the Commission will permit the Company to modify its periodic reporting
requirements, the Company will not be able to file its Annual Report on
Form 10-K with the Commission by September 28, 2000.


EQUITEX, INC.: Baseball Star Canseco Endorses Financial Services Products
-------------------------------------------------------------------------
Equitex, Inc. (Nasdaq: EQTX) announced it has signed major league slugger
Jose Canseco to endorse the Company's financial services products. Mr.
Canseco, currently an outfielder and designated hitter for the 1999 World
Champion New York Yankees, signed a one year endorsement and consulting
agreement which includes a one year renewal option. As part of the
agreement, he will endorse Equitex's financial services products including
its credit card and mortgage programs. Exact terms of the agreement are not
being disclosed.

One of baseball's biggest and most recognizable names, Mr. Canseco ranks
23rd on the all-time homer list with 446 home runs and in 1999 became the
15th player in major league history to hit 30 or more home runs in eight or
more seasons. He was the first player in major league history to record
both 40 home runs and 40 steals in a single season and has been to the All-
Star game six times over his sixteen year career.

As previously announced, Equitex has executed a definitive agreement for
the acquisition of Key/Nova Financial Systems of Clearwater, Florida. Key
is a three year-old financial services call center organization that
markets and services credit card programs and provides customer service
support for online applications. Key is set to enter a new market by
offering their "Pay As You Go" credit card program to the Hispanic
community through the Web site www.CrediLatina.com.  While future marketing
plans may include direct mail, telemarketing and television advertising,
Key will initially focus its efforts on the Internet. As part of the
agreement, Mr. Canseco will serve as spokesman and help Key rollout this
exciting new program.

The "Pay As You Go" MasterCard is an innovative credit card product
targeted to customers with little or poor credit at www.1st-netcard.com.
This card is issued with a $500 credit limit with zero availability at
issuance. Customers must make payments to have available credit on their
account. The account balance is not subject to any interest charge. Key
processes and services credit cards marketed through the Internet, direct
mail, and telemarketing for a number of financial institutions. Key markets
through alliances with a number of popular Internet web sites including:
Creditland.com, uproar.com, Mail.com, Spinway.com, GetSmart.com,
NetCreations.com, Lendingtree.com, winvite.com and USA.net. This card was
recently ranked as the number two most popular credit card site on the
Internet by top9.com which reported over four million unique visitors
during the month of July. Additionally, PCDataOnline.com recently reported
1st-netcard.com as the 147th most visited site on the Internet. Key
received 45,000 applications on the Internet in August and is forecasting
an 8% increase for September.

"While Jose Canseco is certainly one of the most recognized names in
baseball and a nationally known sports celebrity, most people don't realize
he is also known within the financial community as a follower of the
capital markets," said Scott Lucas, President of Key Financial Systems.
"His recognition nationally and especially in the Hispanic community makes
him the perfect person to support and endorse our products. We are
obviously pleased he has chosen our company and we look forward to working
with him to increase our exposure not only within the Hispanic community
for this new program but for all of our products."

Equitex also recently announced the completion of its acquisition of
Meridian Residential Group. Equitex, through its subsidiary nMortgage,
Inc., is developing a multitude of Internet-based mortgage products
targeting both business to consumer and business to business applications.
At the appropriate time, Equitex anticipates Mr. Canseco will also be
involved in the endorsement of certain of the Company's Internet mortgage
programs.

Equitex, Inc. is a holding company currently operating through its wholly
owned subsidiary First TeleServices Corp. of Atlanta, Georgia and its
majority-owned subsidiaries nMortgage, Inc. and Triumph Sports, Inc. of
Palm Beach Gardens, Florida. nMortgage offers mortgage loan products
through the Internet and provides consulting services to the mortgage
industry. First TeleServices Corp. is a financial services marketing
company marketing various financial products targeted to the sub-prime
consumer.


FLEETWOOD ENTERPRISES: Moody's Reviews Baa3 Ratings For Possible Downgrade
--------------------------------------------------------------------------
Moody's Investors Service is reviewing the Baa3 subordinated and "baa3"
preferred ratings of Fleetwood Enterprises, Inc. for possible downgrade.
The review is focusing on Fleetwood's ability to contend with the severe
downturn in both the manufactured housing and the recreational vehicle
markets. The downturn in the manufactured housing sector is being driven by
industry-wide over capacity, excessive retail inventory levels, and a
severe contraction in the availability of retail financing. The contraction
in financing availability developed as historic lenders to the sector opted
to either exit this market or to significantly raise their credit
standards. The weakness in the recreational vehicle market has resulted
from declining retail demand and high dealer inventories. Fleetwood's
strategy for addressing these industry-wide challenges, and the degree of
operational and financial flexibility that it will have in attempting to
respond to the current downturn, will be important factors in our review.

Fleetwood Enterprises, Inc., headquartered in Riverside, CA, is the
nation's largest producer of recreational vehicles, and a leading producer
and retailer of manufactured housing.


FLOORING AMERICA: Awaits Court Approval for $45MM DIP Loan With Lender
----------------------------------------------------------------------
A final court order approving Flooring America Inc.'s $45 million debtor-
in-possession financing with lender Foothill Capital Corp. is expected
soon.  The court approved the Kennesaw, Ga.-based floor covering
distribution network operator and franchiser's DIP financing after a
hearing on Aug. 25. Since the hearing, the parties have been drafting a
proposed order for the court's consideration. The order was expected to be
sent around for final execution Sept. 15. (ABI and Federal Filings, Inc.  
20-Sep-00)


FREEDOM LIFE: S&P Affirms Insurer's Bpi Financial Strength Rating
-----------------------------------------------------------------
Standard & Poor's affirmed its single-'Bpi' financial strength rating
on Freedom Life Insurance Co. of America.

Key rating factors include the company's weak operating performance and
limited business scope.

Based in Fort Worth, Texas, this company mainly writes group accident and
health, and individual accident and health insurance. Its products are
marketed primarily through agents.

The company's ultimate parent, Ascent Assurance Inc. (Nasdaq: AASR)
(formerly Westbridge Capital Corp.), filed a voluntary Chapter 11
bankruptcy petition on Sept. 16, 1998. In March 1999, it reorganized and
emerged from bankruptcy under the Ascent name. The company, which began
operations in 1956, is licensed in 34 states.

Major Rating Factors:

    -- Operating performance has been weak, with a five-year average ROA
        of 1.3% and a Standard & Poor's earnings adequacy ratio of
        negative 142.2%.

    -- The company's business position is limited given its narrow scope
        and relative size ($10.5 million in total adjusted capital).

    -- Although capitalization is good, as indicated by a Standard &
        Poor's capital adequacy ratio of 113.8%, total adjusted capital
        decreased by 9.8% in 1999, to $10.5 million from $11.7 million
        in 1998.

Although the company (NAIC: 62324) is a member of the Ascent Assurance
group, the rating does not include additional credit for implied group
support.


GC COMPANIES: Stock Dropped from S&P SmallCap 600 Index
-------------------------------------------------------
Standard & Poor's will replace GC Companies (NYSE: GCX) in the S&P SmallCap
600 Index with CACI International (Nasdaq: CACI) after the close of trading
on Wednesday, September 20, 2000. GC Companies is being removed for lack of
representation.

CACI International is an information technology company that specializes in
developing and integrating systems, software and simulation products for
government and commercial enterprises worldwide. The company, headquartered
in Arlington, VA, will be added to the S&P SmallCap 600 Services (Computer
Systems) industry group.

     Following is a summary of the announced changes:

                   S&P SMALLCAP 600 INDEX- September 20, 2000

              COMPANY               ECONOMIC SECTOR       INDUSTRY GROUP

     ADDED    CACI International    Technology            Services (Computer
                                                          Systems)
     DROPPED  GC Companies          Consumer Staples      Entertainment

Company additions to and deletions from an S&P equity index do not in any
way reflect an opinion on the investment merits of the company. Standard &
Poor's, a division of The McGraw-Hill Companies (NYSE: MHP) provides
independent financial information, analytical services, and credit ratings
to the world's financial markets. Among the company's many products are the
S&P Global 1200, the world's first global, equity, real time index; the S&P
500, the premier U.S. portfolio index; and credit ratings on more than
220,000 securities and funds worldwide. With more than 5,000 employees
located in 21 countries, Standard & Poor's is an integral part of the
global financial infrastructure.


GC COMPANIES: Stock Continues to Fall & Bankruptcy Rumors Continue to Swirl
---------------------------------------------------------------------------
General Cinemas said they are considering bankruptcy reorganization,
blaming losses on bad investments and competition, according to a newswire
report. This second announcement comes as company stock fell 37 percent, or
$1.81 a share, to $3.13 in midday trading. The shares have lost 64 percent
of their value since Thursday, when they closed at $8.75. The Newton,
Mass.-based company first announced its options last Friday.

General Cinemas, which operates 130 movie theatres with more than 1,000
screens in 23 states, said it has enough cash and investment income to
cover its bills for the next 12 months. But it said it would limit new
lease commitments and investments and that it was considering a variety of
"strategic alternatives," including bankruptcy. Loews Cineplex
Entertainment Corp., which operates 2,967 screens in 385 locations,
reported dropping revenues earlier this month and warned it might default
on its debt. United Artists Theatre Co., Edwards Cinemas and Carmike
Cinemas have all filed for bankruptcy this year.  (ABI 20-Sep-00)


GENESIS/MULTICARE: Genesis Employs Poorman as Claims And Noticing Agent
-----------------------------------------------------------------------
Genesis Health Ventures, Inc., and The MultiCare Companies, Inc., submit
that, given the large number of cases pending in the District of Delaware,
and the large number of claims that the Debtors expect to file in the
Genesis cases, the most effective and efficient manner is for the Debtors
to engage a Claims and Noticing Agent, so as to relieve the Clerk's Office
of the administrative burden of mailing notices and processing the claims.

Pursuant to 28 U.S.C. section 156(c), the Debtors sought and obtained
Bankruptcy Court authority to employ Poorman-Douglas Corporation to serve
as Claims and Noticing Agent.  Specifically, Poorman will:

    (1) provide notice to all parties in interest of the commencement of
         these chapter 11 cases and provide notice to all creditors of the
         first meeting of creditors pursuant to section 341 of the
         Bankruptcy Code;

    (2) assist with the preparation of the Debtors' schedules and
         statements;

    (3) notify creditors of the bar date and the existence and amount of
         their respective claims;

    (4) docket claims and provide the Clerk with an exact duplicate on a
         weekly basis;

    (5) maintain the official Claims Register for the Clerk's review and for
         the public's examination without charge during regular business
         hours.

    (6) upon completion of the docketing process for all claims received to
         date by the Clerk's Office, turn over to the Clerk a copy of the
         Claims Register for the Clerk's review;

    (7) upon entry of a final decree closing the case, box and transport all
         original documents to the Federal Archives;

    (8) provide other administrative services and comply with further
         requirements as the Clerk's Office may prescribe.
    (9) record all transfers of claims pursuant to Rule 3001(e) of the
         Federal Rules of Bankruptcy Procedure and provide notice of the
         transfer accordingly.

In accordance with 28 U.S.C. section 156(c), Poorman shall be compensated
at the firm's standard current prices for its services, expenses and
supplies.

The Debtors submit that to the best of their knowledge, neither Poorman
nor any of its employees hold or represent any interest adverse to the
Debtors' estates or creditors with respect to the services to be rendered.
(Genesis/Multicare Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


HARNISCHFEGER INDUSTRIES: Objects to US Bank's Letter of Credit Claims
-----------------------------------------------------------------------
Claim No. 6727, filed by the U.S. Bank National Association, relates to
two letters of credit issued by the U.S. Bank: the Second Flakt L/C and
the Inland L/C.

The Second Flakt L/C expired by its own terms on September 30, 1999. Prior
to its expiration, the beneficiary attempted to draw upon it and the
advising bank Skandinavska Enskilda Banken presented the draw documents to
the U.S. Bank. U.S. Bank returned such documents upaid due to identified
discrepancies. Under the terms of the L/C, HII is obligated to indemnify
the U.S. Bank against any damage claims by SEB. The Inland L/C is still
undrawn and outstanding.

HII asserts that:

    (1) a claim for $2,627,625 with respect to the Second Flakt L/C should
         be reflected on the claims database as "contingent" because HII's
         liability is contingent upon recovery of damages, if any, by SEB
         arising from U.S. Bank's refusal to honor the L/C;

    (2) the claim for prepetition fees that the U.S. Bank is entitled to
         with respect to the Second Flakt L/C should be reduced from $4,844
         to $1,367 and should be reflected on the claims database as fixed
         and liquidated;

    (3) the claim for $16,500 with respect to the Inland L/C should also be
         reflected on the claims database as "contingent" because this
         letter of credit is still undrawn and outstanding, and HII reserves
         the right for further objection if it becomes liquidated during the
         pendency of this case;

    (4) the claim for fees associated with the Inland L/C in the aggregate
         amount of $67,100 should be disallowed because these fees were paid
         on March 2, 1999;

    (5) legal fees in the aggregate amount of $10,389 should be disallowed
         because the claimant has not submitted any documentation supporting
         such claim.
(Harnischfeger Bankruptcy News, Issue No. 27; Bankruptcy Creditors'
Service, Inc., 609/392-0900)




HEILIG-MEYERS: Committee Taps BDO Seidman to Provide Accounting Services
------------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Heilig-Meyers Company and
its affiliated debtors seek an order authorizing the Committee to retain
BDO Seidman LLP as its accountants to:

    a) Analyze the financial operations of the debtors pre- and post-
        petition date, as necessary;

    b) Analyze the debtors' real property interests, including lease
        assumptions and rejections and potential real property asset sales;

    c) Perform claims analysis for the Committee, including analysis of
        reclamation claims' Verify the physical inventory of merchandise,
        supplies, equipment and other material assets and liabilities, as
        necessary;

    d) Assist the Committee in its review of monthly statements of
        operations to be submitted by the debtors;

    e) Assist the Committee in its evaluation of cash flow and/or other
        projections prepared by the debtors;

    f) Scrutinize cash disbursements on an on-going basis for the period
        subsequent to the Petition Date;

    g) Analyze transactions with insiders, related and/or affiliated
        companies;

    h) Analyze transactions with the debtors' financing institutions;

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

As set forth in an Affidavit by Jerry D'Amato, the hourly rates for BDO
Seidman professionals are as follows:

         Partners:                 $ 300 to $ 450 per hour;
         Senior Managers:          $ 215 to $ 325 per hour;
         Managers:                 $ 150 to $ 280 per hour;
         Seniors:                  $ 100 to $ 170 per hour;
         Staff:                    $  60 to $ 150 per hour.


HOME HEALTH: Ask for Extension of Exclusive Period through November 28
----------------------------------------------------------------------
Home Health Corporation of America, Inc., et al. seeks a court order
further extending the exclusive period during which the debtors may file
and solicit acceptances of a plan or plans of reorganization. A hearing on
the motion will be held before the Honorable Mary F. Walrath on September
25, 2000 at 9:00 AM.

The debtors seek an order further extending the period during which the
debtors have the exclusive right to file a plan or plans of reorganization,
from the current expiration date of September 29, 2000 through November 28,
2000 and extending the period during which the debtors have the exclusive
right to solicit acceptances of such plans(s) from the current expiration
date of November 28, 2000, through January 29, 2001.

This motion is the debtors' tenth request for an extension of their
exclusive periods, and represents a proposed extension of each period for
approximately 60 additional days. The debtors rely on the size and
complexity of their cases as cause for the extension, and the progress that
they have made in laying a foundation for a consensual plan. The debtors
claim that they need more time to resolve certain issues with other parties
which the debtors believe may be necessary to create a consensual
reorganized capital and corporate structure and flesh out the particulars
of implementation of a plan of reorganization. Discussions in this regard
are ongoing.


INTEGRATED HEALTH: Debtors Employ Panza Maurer As Compliance Counsel
--------------------------------------------------------------------
Integrated Health Services, Inc., asks the Delaware Bankruptcy Court for
permission to employ Panza, Maurer, Maynard & Neel, P.A., as Special
Corporate Compliance and Regulatory Counsel, in anticipation of extensive
legal services that the law firm will render.  The Firm's fees, the Debtors
believe, will exceed the $25,000 monthly cap imposed on Ordinary Course
Professionals.

Since 1993, Panza Maurer has been IHS' Compliance and Health Care
Regulatory Counsel and since the commencement of the Debtors' chapter 11
cases, has continued to render such services to IHS as one of the Debtors'
Ordinary Course Professionals. Through its years of experience in
representing the Debtors and other national health care providers, Panza
Maurer has developed the necessary background to coordinate and assist IHS
with their continuing multi-jurisdictional obligations, the Debtors note.
Specifically, Panza Maurer has represented RoTech and has played an
integral part in the FDA compliance program for RoTech throughout its
entire U.S. networks of approximately 180 manufacturing locations. The
Debtors contemplate that Panza will continue its work in this respect.

The Debtors believe that Panza Maurer is both well qualified and uniquely
able to represent the Debtors as special compliance and regulatory counsel
during the pendency of these chapter 11 cases in a most efficient and
timely manner.

The Debtors tell the Judge it is their intention that functions to be
performed by Panza Maurer will not be duplicative of the functions being
performed by other professionals employed for these cases. Panza Maurer
will not undertake any representation of the Debtors related to the
prosecution of their chapter 11 cases such as that with respect to the
negotiation, proposal and prosecution of any plan of reorganization for
the Debtors, the Debtors represent.

The Debtors intend that Panza Maurer will render professional services in:

    (1) advising and assisting the Debtors with respect to compliance issues
         arising out of the on-going civil and criminal investigation;

    (2) advising and assisting the Debtors in connection with the systemwide
         reviews of billing centers and feeder locations to identify
         systemic compliance issues;

    (3) advising and assisting the Debtors with respect to development of a
         RoTech action plan to ascertain the scope and needs for compliance
         intervention;

    (4) advising and assisting the Debtors in connection with development
         and implementation of a systemic compliance program; and

    (5) conducting independent reviews of billing centers for compliance
         consistent with plan and implementing corrective action consistent
         with requirements;

    (6) advising and representing the Debtors in connection with issues
         arising from pre-petition FDA Compliance issues in which Panza
         Maurer represented the Debtors and assisted the debtors in the
         review creation and training of the Debtor's FDA Compliance
         Program.

    (7) advising and representing the Debtors in connection with assessment
         and evaluation of the FDA compliance in accord with the FDA
         compliance plan (1999).

Subject to the Court's approval, the Debtors will pay Panza Maurer its
customary hourly rates. The attorneys and paraprofessionals presently
designated to represent the Debtors and their current standard hourly
rates are:

                 Attorney                 Hourly Rate
                ----------                -----------
              Thomas F. Panza                $ 300
              Susan H. Maurer                $ 275
              Mark A. Emanuele               $ 250
              Laurence A. Nlaurer            $ 250
              Deborah A. Moraitis            $ 200
              Deborah S. Platz               $ 190
              Michael H. Johnson             $ 190
              Daniel J. Fox                  $ 190
              Melissa Negron                 $ 190
              Lydia B. Chamberlin            $ 175
              Jonathan A. Yellin             $ 150
           
              Para-Professionals           Hourly Rate
              ------------------           -----------
              Sandra Harris                  $ 150
              Tern Godshall                  $ 150
              Chrystina Catsicas             $ 150
              Nick Camuccio                  $ 150
              Kimberly A. Guenther           $  75
              Jody Jones                     $  75

The Debtors reveal that within one year prior to the Filing Date, Panza
Maurer received from the Debtors approximately $1,944,443 million for
services rendered and related expenses. As of the Filing Date, the Debtors
did not owe Panza Maurer any fees or costs for services rendered.

The Debtors further represent that to the best of their knowledge, the
members and associates of Panza Maurer do not have any connection with the
Debtors, their creditors or any other party in interest.(Integrated Health
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


KANSAS CITY: Moody's Assigns Ba2 Rating To $200MM Senior Note Issue
-------------------------------------------------------------------
Moody's Investors Service assigned a (P)Ba2 rating to $200 million of
Senior Notes proposed to be issued by The Kansas City Southern Railway
Company (KCR) and confirmed the Ba1 rating on KCR's bank facilities. The
ratings take into account KCR's geographically well positioned rail system,
Moody's expectation of modest cost-driven margin improvement and the value
of its minority investment in Transportacion Ferroviaria Mexicana de S.A..
These strengths are offset by KCR's relatively high cost operations and the
high level of adjusted debt relative to cash flow.

The senior implied rating is Ba2 and the rating outlook is stable. Moody's
points out that the bank facilities are secured by substantially all of
KCR's operating assets and that holders of the Senior Notes would be
effectively subordinated in priority of claim on KCR's assets to the bank
lenders. Nonetheless, because Moody's believes that KCR's assets have
sufficient value such that all classes of debt holders would ultimately
recover the principal in a liquidation, the Senior Notes are rated the same
as the senior implied rating. The Senior Notes will be guaranteed by Kansas
City Southern Industries, a holding company which is KCR's ultimate parent
as well as KCR's major operating subsidiaries, according to Moody's.

Ratings assigned:

     * The Kansas City Southern Railway CompanySenior Notes at (P)Ba2;

Ratings confirmed:

     * The Kansas City Southern Railway CompanySenior

        a) Secured Bank Facilities at Ba1;

        b) senior implied at Ba2.

KCR has the highest operating cost structure among the major North American
railways and the railroad is likely to remain the high cost operator for
some time, in Moody's view. Moody's calculates the LTM operating ratio at a
relatively high 84.7%. Moody's anticipates a modest improvement in the
operating ratio over time as the benefits of completed main line track
work, revised operating procedures and 50 new AC locomotives are realized.
Much of KCR's currently high operating ratio is attributed to a significant
recent increase in fuel costs -- KCR will be more affected that other
railroads from fuel prices because of its relatively old and inefficient
road fleet. Also, a large portion of KCR's revenue is derived from
interline activity with other railroads. Consequently, KCR is somewhat
dependent on the efficiency of the rest of the industry, which is expected
to continue to recover following several years of merger related congestion
in Moody's view.

Moody's believes that any substantial margin improvement will be cost
driven, rather than come from revenue gains. KCR's largest revenue sources
are coal and chemical hauls: Coal volume and pricing are likely to come
under pressure from continued weak export demand as well as building
pressure from the domestic utilities under a changing regulatory
environment, while specialty chemicals shipments would likely be reduced by
any slowdown in the domestic economy.

KCR has been aggressive in organizing alliances within the industry, but
has yet to realize significant operating benefit. However, Moody's believes
that KCR's minority investment in Transportacion Ferroviaria Mexicana de
S.A. (TFM) -- senior implied rating of B1, positive outlook -- will begin
to provide a cash return over the near term. TFM has achieved its post
privatization operating plan somewhat earlier than expected and is now
generating positive free cash flow from operations.

KCR has high financial leverage in Moody's opinion. The company invested
heavily for acquisitions as well as in its infrastructure to achieve its
current competitive level of critical mass, and the investments were
largely debt financed. Total debt at the last reporting date was
approximately $680 million, before adding the substantial off balance sheet
lease obligations, while LTM EBIT was approximately $63 million, excluding
earnings in unconsolidated affiliates (primarily TFM). Taking into account
the significant ongoing capital investment required in KCR's infrastructure
and rolling stock, KCR will need to reduce its operating ratio to below
historic levels in order to reduce debt from free operating cash flow.
Moody's believes that the company will pursue available alternatives for
meaningful debt reduction including new equity or a partial sale of assets,
although any transaction depends on market circumstances at the time.

The Kansas City Southern Railway Company, based in Kansas City Missouri,
operates a Class I railroad with approximately 2,800 miles of track from
Kansas City, Missouri south to the Gulf of Mexico. Kansas City Southern
Industries, Inc. owns, in addition to KCR, a 37% interest in Grupo
Transportacion Ferroviaria Mexicana, S.A.de C.V. and a 49% interest in The
Texas Mexican Railway Company.


KEY LIFE: S&P Affirms Insurer's CCCpi Financial Strength Rating
---------------------------------------------------------------
Standard & Poor's today affirmed its triple-'Cpi' financial strength rating
on Key Life Insurance Co.

The rating is based on the company's very weak capitalization and a
continuing negative trend in its premium growth.

Based in Indianapolis, Ind., this company writes group life, individual
life, individual annuity and pre-need burial insurance. About 98% of the
company's business lies within Indiana and Wisconsin. Its products are
marketed primarily through brokers and mass marketing.

The company, which began operations in 1977, is 100% owned by Key Corp., a
holding company ultimately owned by Clark Byrum. It is licensed in Arizona,
Indiana, Montana, Nebraska, Utah, Wisconsin, and Wyoming.

Major Rating Factors:

    -- Capitalization is very weak, as indicated by a Standard & Poor's
        capital adequacy ratio of negative 5.7%. The weak capital score is
        principally driven by significant exposure to affiliated real estate
        investments and heavy use of surplus notes. In addition, the
        company's leverage of 6%, as measured by the ratio of capital and
        surplus to total liabilities, is aggressive in the context of its
        current risk-adjusted ROA, a rating factor.
    -- The company's liquidity ratio of 112.0%, in conjunction with a
        historical instability of premium revenue, is also a rating factor.
        The company's premium growth has varied from negative 67.4% to
        positive 101.7% since 1995.
    -- Key Life's risk assets position (78.7% of capital) and historical
        earnings volatility also limit its rating.

The company (NAIC: 86843) is rated on a stand-alone basis.


KMART CORPORATION: Makes Series of Executive Moves To Strengthen Chain
----------------------------------------------------------------------
Kmart Corporation (NYSE: KM) announced a series of executive moves to
strengthen the merchandise replenishment and financial planning functions.

Effective immediately, Mark Glover is promoted to Vice President,
Merchandise Operations Planning and Replenishment.  In this position he
will report directly to Kmart President and COO Andy Giancamilli and be
responsible for all aspects of merchandise planning, replenishment policy
and space management.  Glover most recently served as Divisional Vice
President, Planning and Decision Support Systems.  He joined Kmart in 1998
as Divisional Vice President, Merchandising Systems and in 1999 was
appointed Divisional Vice President, Corporate Systems.  Prior to joining
Kmart, Glover was responsible for merchandising replenishment systems for
Wal-Mart where he worked for 12 years.  He also held systems and
application positions with Super Saver Wholesale Club and Genuine Parts
Company.

The company also announced the promotion of Jeff Stark to Vice President,
Merchandise Controller from Divisional Vice President, Finance, Hardlines,
reporting to Executive Vice President and Chief Financial Officer Martin E.
Welch.  Stark joined Kmart in 1996 as Divisional Vice President,
Merchandise Planning.  Prior to joining Kmart, Stark held finance positions
with CVS, Frank's Nursery and Crafts and Perry Drug Stores.

Kmart announced the appointment of Ronald Lalla to the position of Vice
President, Business Development.  In this new position, Lalla will report
to Giancamilli and be responsible for working with Kmart's general
merchandise managers to explore and develop new business opportunities.  
Lalla joined Kmart in 1994 as Director, International Financial Reporting
and Planning.  In 1996 he was appointed Divisional Vice President,
Merchandise Controller and in 1998 was promoted to Vice President,
Merchandise Controller.

Kmart Corporation serves America with 2,164 Kmart, Big Kmart and Super
Kmart retail outlets.  In additional to serving all 50 states, Kmart
operations extend to Puerto Rico, Guam and the U.S. Virgin Islands.  More
information about Kmart is available on the World Wide Web at
http://www.bluelight.comunder the "About Kmart" section.


LAIDLAW, INC.: Transportation Operator Optimisttic About New Bank Financing
---------------------------------------------------------------------------
Laidlaw Inc. (NYSE:LDW; TSE:LDM) said that, as a result of ongoing
discussions with its banks and debenture holders, the company anticipates
that it will obtain secured financing facilities, which will be sufficient
to satisfy its projected seasonal and ongoing working capital needs, as
well as its near-term capital expenditure needs.

Laidlaw has been discussing financing arrangements, which would provide
one or more of the following, each of which is subject to negotiations and
execution of definitive documentation:

    - Up to a $200 million revolving credit facility and a $50 million sub-
       facility for letters of credit (LOCs) for Laidlaw Inc. from a group
       of financial institutions led by Canadian Imperial Bank of Commerce.

    - Up to a $125 million revolving facility with a $25 million LOC sub-
       facility for Greyhound Lines, Inc. from Foothill Capital Corporation.

    - An accounts receivable securitization transaction, which will provide
       up to $150 million.

Laidlaw is soliciting the consent of holders of the company's debentures
to waive compliance with certain provisions of the indentures relating to
the incurrence of secured indebtedness, thus allowing these new financing
facilities to be put in place. "We believe this is in the best long-term
interest of Laidlaw and its operating companies," said John R. Grainger,
Laidlaw's president and chief executive officer.

Should Greyhound close the Foothill facility or otherwise elect not to
enter into the banking-syndicate facility, the bank facility would be
reduced by an amount to be agreed upon. In addition, Greyhound Lines, Inc.
has entered into a commitment for an alternate short-term facility that
does not require the consent of holders of the company's debentures.

"Each fall, during our first fiscal quarter, it is common for Laidlaw's       
seasonal working capital requirements to exceed its cash flow. This is       
a consequence of operating and capital costs primarily associated with       
the start up of our school bus operations. This seasonal pattern  
historically ends in December. Because our operations continue to meet       
our expectations, with the new financings in place, the company's     
management and employees will be able to focus on the task at hand --       
providing the highest level of quality service to their customers and       
interacting effectively with our supply vendors and capital goods
providers. We appreciate the cooperation of our lenders and are requesting
the support of our debenture holders," said Mr. Grainger.

Stephen Cooper, Laidlaw's vice chairman and chief restructuring officer
and the managing partner of Zolfo Cooper, LLC, a New York based consulting
firm specializing in restructurings and reorganizations, said,

    "The availability of these financings is a tremendous step forward in
assuring that the company will have adequate financing for its expected       
needs. With these financings, the company believes that it will be able       
to meet its day-to-day obligations and fund its anticipated capital
expenditure requirements.

    "This will allow us to turn our attention to the task of restructuring       
the company's existing bank and indenture obligations. The previously
announced interest payment moratorium will continue and will be resolved
when the company's global restructuring is finalized. In the meantime, we
anticipate that the company's current liquidity and capital structure
issues will not impact our operations.

    "We believe that the terms and conditions of these facilities are       
substantially preferable to other financing alternatives. The facilities
will also provide us with the time to further strengthen operations and
enable us to attain a viable long-term capital structure through a
consensual process. As is common in these processes, the company cannot
predict the ultimate outcome from a consensual resolution. However, we
expect that the banks, bondholders and certain other creditors affected by
the negotiated restructuring would obtain a significant ownership interest
in the company."

All dollar amounts are in U.S. dollars. Laidlaw Inc. is a holding company
for North America's largest providers of school and intercity bus
transportation, municipal transit, patient transportation and emergency
department management services. Investors interested in contacting the
company should call 1-888-588-9790.


LOEWEN GROUP: Debtors to Examine Bankers Trust Pursuant To Rule 2004
--------------------------------------------------------------------
Pursuant to a stipulation approved by Judge Walsh, Blackstone Capital
Partners II Merchant Banking L.P. is entitled to notification by The Loewen
Group, Inc., of any 2004 Order relating to the Collateral Trust Agreement,
but Blackstone will not examine any witness directly.  Blackstone may
consult with counsel for the Debtors and suggest questions or lines of
examination to be used for the examination and in the event such a a
question or line of inquiry is rejected by the Debtors' counsel,
Blackstone' s counsel may pose such question(s) to the witness directly
after the conclusion of the Debtors' examination.

Judge Walsh makes it clear that the stipulation is without prejudice to
the right of the Committee to approve of and participate in any 2004
examination. (Loewen Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


MAINSTREAM PCS: Fitch Assigns B- Rating To Senior Notes & Discount Notes
------------------------------------------------------------------------
Fitch has assigned a `B-` rating to MainStream PCS Holdings, LLC`s proposed
$435 million senior notes and senior discount notes issuance and a `B+`
rating to MainStream PCS, LLC`s $1.025 billion senior secured credit
facilities.  The `B+` rating on the Facilities reflects its secured nature
and senior position within the capital structure. In providing the ratings,
Fitch considered the Company`s business plan, historical and prospective
financial results, and operating performance.

MainStream is a new, pure play (independent) PCS company. The Company was
formed to acquire Verizon Wireless` PCS licenses, operations and related
assets in the Cincinnati and Chicago metropolitan trading areas
(Acquisitions). The acquisition price is $1.4 billion, representing an $87
per POP purchase multiple. An initial drawing of the Facilities in an
approximate amount of $485 million will be used, together with $435 million
proceeds from the issuance of the Notes and $550 million proceeds from cash
equity investments, to fund the Acquisitions and pay related fees and
expenses. Proceeds from the Facilities will also be used for ongoing
working capital and general corporate purposes. MainStream`s assets will
include licenses to serve approximately 16.1 million people, state of the
art equipment and facilities based on code division multiple access (CDMA)
technology, and an existing subscriber base of over 400,000 subscribers
(representing a 2.5% penetration rate). Verizon Wireless is selling its
personal communications services (PCS) assets in Chicago, the 3rd largest
metropolitan trading area (MTA), and Cincinnati, the 18th largest MTA, in
order to comply with federal spectrum ownership limits. MainStream has
executed a non-exclusive, 5-year roaming agreement with Verizon Wireless at
a favorable price. Verizon Wireless will provide back office and customer
care support under a 12-month transition agreement. Services will be
distributed through multiple sales channels including an existing network
of 38 Company owned retail stores and third party agents and dealers. There
are plans to add new company owned stores and kiosks. Total projected
revenues for 2000 are approximately $272 million.

MainStream intends to pursue a differentiated, `all you can call`, service
plan that is designed to extend the benefits of mobility to a wider
consumer market. The `all you can call` plan enables customers to place and
receive unlimited local calls for a fixed monthly rate and to place long
distance calls from within the local calling area. The business plan calls
for substantial investments in branding and marketing to launch the `all
you can call` plan. The existing customer base will continue to be served
under traditional calling plans (including pre-pay and post-pay), and will
enjoy full roaming capabilities. MainStream plans to augment voice service
offerings with wireless data applications such as e-mail and internet
access. Over the next five years, it is expected that over $450 million is
going to be spent on capital expenditures.

Fitch considers the significant existing coverage of the modern network
infrastructure and the existing subscriber base to be primary credit
strengths. Currently, the Chicago network covers 72% of the licensed
population of approximately 13 million, and the Cincinnati network covers
75.7% of the licensed population totaling about 3 million. In Chicago, the
Company utilizes 18-month old Lucent equipment and has received high
performance rankings in independent tests.

The ratings were also buttressed by a liquidity position adequate to fund
the current business plan. At closing, MainStream will have remaining
availability of approximately $540 million under the Facilities plus an
additional unconditional equity commitment of $175 million to be
contributed within the next 18 months. The available capital will be used
to fund the network upgrades as well as to fund operating losses during the
implementation of the business plan, (management anticipates turning
earnings before interest, taxes, depreciation, and amortization (EBITDA)
positive in 2002). At closing, bank debt totaling about $485 million will
comprise 33% of the $1.47 billion capital structure, and total debt will
account for 63% of capitalization. The significant amount of committed
junior capital combined with the favorable acquisition price relative to
other recent PCS transactions, which, on average, had purchase price/POP
multiples in excess of $150, results in strong recovery prospects.

The proven track record and significant industry experience of the
management team and equity investors provided comfort to Fitch. James
Akerhielm, President and CEO, Mark Rupp, Executive Vice President of
Finance, and other members of the senior management team are former
executives of Triton Cellular Partners, L.P., where they successfully grew
the company into the 15th largest U.S. domestic cellular provider in about
two years. The Chairman is Raymond Smith, a founding partner of Arlington
Partners (one of MainStream`s financial sponsors), and the former Chairman
and CEO of Bell Atlantic. Additional financial sponsors include JP Morgan
Capital Corporation, The Carlyle Group, First Union Capital Partners,
Odyssey Investment Partners and Green Leaf Ridge Company, LLC.

Primary credit risks include the reliance upon a relatively unproven `all
you can call` business strategy and MainStream`s limited operating history
as an independent entity. Although the `all you can call` business strategy
does offer simplicity, lower back office costs and affordability, drawbacks
include a lack of roaming capability and long-term track record. Key
variables driving results including, average revenue per unit, churn,
operating costs, data offering deployment dates and customer acceptance
levels, may differ materially from management`s forecast and postpone the
attainment of positive EBITDA. Management will be challenged to minimize
customer churn of the existing subscriber base while launching the mass
market brand, upgrading the network, transitioning to an independent back
office and customer care systems, expanding direct and indirect sales
channels, and possibly pursuing acquisitions of additional spectrum. The
financial sponsors have agreed to invest up to $225 million for investments
to be financed separately from the Facilities.

Although the Company generated $6.8 million of EBITDA during the first 6
months of 2000, EBITDA losses are anticipated for the full year 2000 as
well as in 2001 primarily due to increased marketing costs. MainStream
expects to begin to cover interest and capital expenditures with EBITDA in
2003. Some additional financial flexibility may achieved through the
proposed sale of 232 communications towers. Fitch is concerned that if
management`s plan is not achieved, debt reduction may be postponed or
additional financing required.

The wireless communications markets in Chicago and Cincinnati, although
demographically attractive, are intensely competitive. Competitors include
a number of large, well capitalized, national companies, such as AT&T,
Nextel, Sprint PCS, Verizon, VoiceStream and SBC as well as regional
competitors like Cincinnati Bell. High household income levels and long
commute times make these two markets attractive to wireless providers.
Although there exists some natural barriers to future competitive launches
of fixed price unlimited calling plans, including potential cannibalization
of their existing higher average revenue per unit (ARPU) national
subscriber bases, and network capacity constraints, competitor responses
seem likely should MainStream`s plan attain widespread customer acceptance
and success.


MARVEL ENTERPRISES: Adopts Stockholder Rights Plan to Discourage a Takeover
---------------------------------------------------------------------------
Marvel Enterprises, Inc.s Board of Directors has unanimously adopted a
Stockholder Rights Plan. The company indicates it adopted the Plan in
order to better protect stockholders and assure that they receive the full
value of their investment in the event of any proposed takeover of the
company. Marvel noted that the adoption of the Plan was not in response to
any specific attempt to acquire control of the company and that the company
has no knowledge of any such interest on the part of any person or entity.

Commenting on the Plan, Marvel President and CEO, Peter Cuneo, said, "It is
the responsibility of our Board of Directors at all times to preserve and
enhance stockholder value. It is not the intention of the Plan to prevent
the acquisition or takeover of the company at some time in the future
should the Board of Directors determine that such a transaction is in the
best interest of the company and its stockholders. Rather, the Plan is
intended to help insulate the company from abusive takeover tactics which
are designed to gain control of the company without paying a full and fair
price to all of the stockholders."

The Plan, which is similar to plans adopted by many other U.S. companies,
strengthens the ability of the Board to assure that the company's
stockholders receive fair and equal treatment and to protect the interests
of the company's stockholders, in the event of an unsolicited offer to
acquire control of the company. Importantly, it is intended to encourage
any potential acquirer to negotiate the manner and terms of any proposed
acquisition with the Board of Directors.

Terms of the Plan provide for a distribution to stockholders of record at
the close of business on September 15, 2000 of one Right for each
outstanding share of common stock held and 1.039 Rights for each
outstanding share of 8% cumulative convertible exchangeable preferred stock
of the company held. Subject to limited exceptions, the Rights will be
exercisable if a person or group acquires 15% or more of the company's
common stock (including shares of preferred stock convertible into common
stock) or announces a tender offer or exchange offer for 15% or more of the
common stock, or if stockholders who already own 15% or more of the common
stock increase their holdings by more than a limited percentage. Depending
on the circumstances, the effect of the exercise of the Rights will be to
permit each holder of a Right to either purchase stock in the company or
stock of the buyer, at a substantial discount, and, in so doing, materially
dilute the level of ownership of the buyer in the company. The company will
be entitled to redeem the Rights at $.01 per Right at any time before a
person has acquired 15% or more of the outstanding common stock. The Plan
will expire on September 15, 2010.

A letter explaining in greater detail the terms of the Plan will be
forwarded to stockholders following the September 15, 2000 record date.


MIDWAY AIRLINES: Moody's Rates Equipment Securitization Certificates
--------------------------------------------------------------------
Moody's Investors Service assigned the following ratings to $197,572,000 of
Midway Airlines (Midway) Pass-Through Certificates, Series 2000-1:

    i)   $129,801,000 Class A Certificates: Baa1

    ii)  $51,110,000 Class B Certificates: Ba1

    iii) $16,661,000 Class C Certificates: Ba2

The proceeds from the pass-through certificates will be used to purchase
equipment notes issued in connection with separate financing transactions
for eight Boeing B737-700 aircraft scheduled to be delivered between
September 2000 and August 2001. The aircraft will either be leased to
Midway through separate leveraged lease transactions or Midway will own the
aircraft. Ratings on the Certificates reflect the ability of the issuer to
make timely payments of interest and ultimate payment of principal.

Final Legal Distribution Dates of the Certificates are as follows:

    a) Class A Certificates, October 1, 2020;

    b) Class B Certificates, October 1, 2015;

    c) Class C Certificates, October 1, 2007.

The ratings are based on the credit quality of Midway, as obligor under the
leases or the equipment notes issued to finance the acquisition of owned
aircraft, and the values of the
aircraft pledged as security.

The underlying B3 senior implied rating of Midway is based on the company's
strong position at Raleigh-Durham offset by the exposure to a single
geographic base, weak earnings, the potential for a significant increase in
leverage over time, exposure to increases in the cost of fuel, and a
concentration of ownership.

Midway has built a significant presence at Raleigh-Durham and has
established itself as a primary provider of business services from the area
to the Eastern US. Its relationship with American, including mutual
redemption of frequent flier miles, has provided a strong incentive for use
by business travelers and other frequent fliers. The company has enjoyed a
robust economy in which air travel has grown 11% per year at Raleigh-Durham
(1995-1999).

However, as a result of this geographic concentration, the company is
heavily affected by competition and the operating conditions in the
Raleigh-Durham area. Earnings have suffered in the past two years from high
levels of competition and were dramatically affected by severe weather in
the first quarter of 2000 (first quarter 2000 loss of $7.6 million).

Midway has recently faced a combination of increasing costs and difficulty
in increasing its yield due to competitive pressures. The second quarter of
2000 saw growth in both available seat miles and passengers flown and
generated an increase of 4.7 points in load factor compared to the second
quarter of 1999. However, cost increases (primarily fuel but of greater
concern, wages and salaries) drove unit costs up almost 9% to 13.7 cents
per available seat mile from 12.6 cents in the same period in 1999. The
increased costs were not offset with increased revenues. Competition held
second quarter 2000 yields to 19.3 cents per available seat mile, a decline
from 21.6 cents in the previous year. Yield and average fares also fell.

Leverage is increasing and will, in Moody's estimates, continue to do so.
Midway is currently moderately leveraged for its B3 rating category at 74%
adjusted debt to adjusted capitalization (12/31/99). However, adjusted
leverage has increase from 65% at year end 1998. The company has a large
aircraft order book (3 CRJ's - deliveries through December 2001, and 15
B737-700's - deliveries September 2000 to October 2002). Moody's
anticipates that the four A320's currently under order will be cancelled.

Debt associated with the continued fleet expansion will increase leverage
and stress cash flow coverage for the intermediate term. Should debt
increases not be met with an earnings recovery from current levels, there
will be downward pressure on the ratings.

The aircraft collateral provides support to the ratings of the
Certificates. Although there is no diversity in the collateral (all the
aircraft are B737-700's) the aircraft is a modern, flexible member of
Boeing's B737 family with approximately 195 aircraft in service operated by
29 carriers. Introduced in 1997, the order backlog is strong and it is
anticipated that the aircraft type will be in use for a long period of
time. Moody's considers the number of aircraft in the world fleet and the
number of users to be a proxy for the liquidity of the equipment.

Moody's notes that Midway's recent rights offering has had the effect of
concentrating controlling ownership in the hands of two investors. Although
their intentions with regard to their investment is unknown, Moody's
anticipates that as residents of the Raleigh-Durham community, they will
take a long term view toward the health of the airline.

The differentiation in ratings is based on the subordination among the
Certificates. The Class A Certificates ranks senior in right of
distributions. The Class B Certificates are subordinate to the Class A and
senior to the Class C Certificates. The Class C certificates are junior to
both the Class A and B Certificates. The Certificates are not direct
obligations of Midway nor are they guaranteed by Midway but are supported
by the lease or note payments made under the separate leases or loans
entered into by Midway and by security in the aircraft. It is the opinion
of council that Section 1110 of the US Bankruptcy Code applies to all
security interests. Proceeds from the sale of the Certificates will
initially be held in escrow and will be withdraw from escrow in connection
with the financing of a portion of the purchase price of each aircraft as
it is delivered.

Morgan Stanley Capital Services Inc. will provide a liquidity facility for
each Class of Certificates, in each case in an amount sufficient to make
three semiannual interest payments on such Certificates.

The Certificates are being sold pursuant to Rule 144A with registration
rights.

Midway Airlines is headquartered in Morrisville, North Carolina.


MONDO, INC.: Case Summary and 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor:  Mondo, Inc.
          c/o Silverberg Stonehill & Goldsmith, PC
          33rd Floor, 111 West 40th Street
          New York, NY 10018

Type of Business:  Manufacturer and selling men's sportswear

Chapter 11 Petition Date:  September 18, 2000

Court:  Southern District of New York

Bankruptcy Case No.:  00-14364

Judge:  Arthur Gonzales

Debtor's Counsel:  Jay L. Silverberg, Esq.
                    Silverberg Stonehill & Goldsmith, PC
                    111 West 40th Street 33rd Floor
                    New York, NY 10018
                    (212) 730-1900
                    Fax (212) 391-4556

Total Assets:  $  5,500,000
Total Debts :  $ 16,079,332

20 Largest Unsecured Creditors:

Valda s.p.a
Via Di Settola
Agliana, IT 51031                Trade             $ 3,912,112

Fraper s.r.l.
Via A De Gasperi 13/A
Grantorio, IT 35010              Trade             $ 3,007,153

Monte Deipaschi
55 East 59th Street
New York, NY 10022               Bank Loan         $ 1,700,000

Linea Uoma s.r.l.
Via Torta 52-6
Osmannoro, IT 50019              Trade               $ 566,674

Cassa Di Risparmio
  DiFirenze  
Via Bartolini
Firenze, IT                      Bank Loan           $ 450,000

Prototype s.r.l.
Via Dino Saccenti 9
Prato, IT 50047                  Trade               $ 334,592

Conde Nast Publications          Expense             $ 128,762

Promemoria s.r.l.                Trade                $ 78,135

Rubin Baum Levin                 Legal Fees           $ 71,512

Lexington Building Co            Expense              $ 69,105

Marisa s.p.a                     Trade                $ 65,203

Torrealta s.r.l.                 Trade                $ 60,270

Viola s.r.l.                     Trade                $ 57,425

Laboratorio Santina              Trade                $ 51,441

American Motorist Insurance
  Company                         Customs              $ 49,193

Laspata Decaro Studio Corp.      Expense              $ 47,312

Fraper Lira s.r.l.               Trade                $ 44,919

Tricot Lario s.r.l.              Trade                $ 36,830

Magic International              Expense              $ 35,383

Progetto s.r.l.                  Trade                $ 34,287


NATIONAL FINANCIAL: S&P Lowers Insurer's Financial Strength Rating to CCCpi
---------------------------------------------------------------------------
Standard & Poor's lowered its financial strength rating on National
Financial Insurance Co. (National Financial) to triple-'Cpi' from single-
'Bpi' based on the company's weakening capitalization and continuing
negative operating performance.

The company's ultimate parent, Ascent Assurance Inc. (Nasdaq: AASR)
(formerly Westbridge Capital Corp.), filed a voluntary Chapter 11
bankruptcy petition on Sept. 16, 1998. In March 1999, it reorganized and
emerged from bankruptcy under the Ascent name.

Based in Fort Worth, Texas, this company had previously written individual
accident and health, major medical, and Medicare supplement coverage
through a general agency. As of December 1997, National Financial
voluntarily ceased writing new business and currently operates in runoff.
The company, which began operations in 1979, is licensed in 25 states.

Major Rating Factors:

    -- Capitalization is very weak, as indicated by a Standard & Poor's
        capital adequacy ratio of 20.0% and an NAIC risk-based capital   
        ratio of 42.4%. The company's surplus, which was $2.2 million at
        year-end 1999, has declined at a compound annual rate of 20.7%
        since 1993.

    -- Profitability is poor. The company's five-year average ROA is
        negative 15.6%.

    -- The company's volatile earnings, its relatively low two-year
        average ratio of cash inflows to cash outflows (79%), and its
        current capital level of just $2.2 million are limiting factors.

    -- The company maintains a slightly aggressive investment profile
        with respect to risk assets, which consist primarily of $0.4
        million in unaffiliated preferred stocks and which represent
        19.7% of total adjusted capital.

Although the company (NAIC: 90956) is a member of the Ascent Assurance
group, the rating does not include additional credit for implied group
support.


NATIONAL FOUNDATION: S&P Affirms Insurer's Bpi Financial Strength Rating
------------------------------------------------------------------------
Standard & Poor's affirmed its single-'Bpi' financial strength rating
on National Foundation Life Insurance Co.

Key rating factors include weak capitalization, poor profitability, and
volatile premium growth.

Based in Fort Worth, Texas, this company mainly writes accident and health
insurance for individuals and groups. Its products are marketed primarily
through agents.

The company's ultimate parent, Ascent Assurance Inc. (Nasdaq: ASSR)
(formerly Westbridge Capital Corp.), filed a voluntary Chapter 11
bankruptcy petition on Sept. 16, 1998. In March 1999, it reorganized and
emerged from bankruptcy under the Ascent name. The company, which began
operations in 1983, is licensed in 34 states and the District of Columbia.

Major Rating Factors:

    -- Capitalization is weak, as indicated by a Standard & Poor's
        capital adequacy ratio of 68.6%. Total adjusted capital was
        $15.5 million at year-end 1999 versus $16.4 million in 1998, a
        decrease of 5.6%.

    -- Profitability is poor. The company's five-year average ROA is
        negative 14.4%, and the Standard & Poor's earnings adequacy
        ratio is negative 593.6%.

    -- The company's investment risk profile, as measured by historical
        yield volatility and relative yield indices, is somewhat more
        aggressive than that of its peers.

    -- The company has a history of volatility in its premium revenue.
        Net premium written declined 20% in 1999 to $55.8 million from
        $70.6 million in 1998.

    -- Although the company (NAIC: 98205) is a member of the Ascent
        Assurance group, the rating does not include additional credit
        for implied group support.


OPTIMARK, INC.: Business Strategy Refocused Under New Leadership Team
---------------------------------------------------------------------
OptiMark Inc. announced a strategic re-focus of its business that will
allow it to channel resources efficiently into its Exchange Solutions
business, which provides electronic marketplaces with consulting services
and design and development of customized, industrial-strength trading and
exchange platforms.

As a part of the restructuring, OptiMark has decided to suspend operations
of the existing equity trading facilities on the Pacific Exchange and
Nasdaq. This suspension will be done in an orderly manner over a number of
days to ensure minimal impact to customers. The restructuring will result
in the elimination of approximately 110 positions, which, together with
other efforts including relationship discussions with key vendors, are
expected to reduce the company's ongoing expense base by more than 50%.

Additionally, Phillip Riese is stepping down as Chief Executive Officer and
will be replaced by Co-Chief Executive Officers, David Johnson and Robert
Warshaw. Mr. Riese will remain a Director of OptiMark; Mr. Johnson and Mr.
Warshaw also have been appointed to the OptiMark Board of Directors. In
addition, OptiMark has named James G. Rickards, currently Senior Vice
President and General Counsel, to the post of Chief Administrative Officer.

OptiMark has reached agreements with several electronic marketplaces
globally to provide customized trading exchange platforms. These include
incorporating its patented matching engine into these markets as well as
providing various e-marketplace capabilities. Recent announcements have
included HoustonStreet Exchange, ShipDesk and PLANSPONSOR.com. Other
agreements are currently being finalized with a number of major
marketplaces for the ongoing development and delivery of OptiMark
technology and services. These agreements are representative of the
acceleration of the company's new direction, from an operator of markets to
a designer and developer of trading solutions to be used by operators of
electronic markets throughout the world. These trading systems are built on
technology already proven by OptiMark in demanding securities markets.

"The demand that we have witnessed for our core capabilities is evidence of
the value of OptiMark's products and proven technology," said Mr. Johnson,
OptiMark Co-Chief Executive Officer. "Our strength is clearly in our
research and technology teams working with exchanges and B2B marketplaces
to deliver the trading engines and tools that provide their customers with
superior trading outcomes, more transactions, lower costs and enhanced
automated capabilities."

"OptiMark has patented innovations, market structure experience and a
research and technology team that is highly valued by our clients for their
ability to design and deliver scalable, dependable, and secure trading
platforms," said Mr. Warshaw, OptiMark Co-Chief Executive Officer. "This
unparalleled capability will be a competitive advantage for OptiMark as we
move forward with our business plan."

"OptiMark's future growth is in leveraging the intellectual capital and
technology capabilities that we have created in the US Equities markets.
These unique strengths are in demand given the explosion of new and
existing electronic markets especially in securities, the greater financial
service industry and industry at large," said Mr. Riese, "Dedicating all
our resources to this vision under this strong leadership team represents
the turning point for OptiMark."

"Phillip committed to lead the company to a point of transition and leave a
strong and able leadership team in place," said William Lupien, Chairman
and co-founder of OptiMark. "With the agreements we have in hand and those
that we expect to announce shortly, our transition is well underway. David
Johnson and Bob Warshaw have the right expertise in technology and business
strategy to lead OptiMark in the coming years."

David Johnson has been responsible for identifying and managing high
potential markets for the OptiMark family of products. He has been a
driving force in business development and is accountable for many of
OptiMark's important strategic relationships. Prior to his position at
OptiMark, David Johnson was President of Integrated Professional Services,
Inc., a start up company focusing on building a national brand to deliver a
wide range of professional services to private companies and their owners.
Mr. Johnson has also served as Executive Vice President of Harris and
Harris Group, Inc., a publicly traded venture capital firm and Vice
President of Sales and Trading in the mortgage-backed securities area at
Salomon Brothers. Mr. Johnson has a B.S. from the University of North
Carolina and an MBA from the Colgate Darden Graduate School of Business at
the University of Virginia.
As Chief Technology Officer, Bob Warshaw has been instrumental in setting
the technological strategy for the OptiMark team and is one of the leading
catalysts for key strategic agreements at OptiMark. He is responsible for
the development, implementation and operation of the trading and exchange
environments for OptiMark's partners and oversees the majority of the
OptiMark employee base. Prior to OptiMark, Mr. Warshaw was Chief
Information Officer at Lazard Freres. He came to Lazard from McKinsey & Co,
where he worked with large financial services and technology firms to adapt
their structure and processes to be more cost effective, innovative and
functional. Mr. Warshaw began his career at Andersen Consulting where he
led both domestic and international strategy and large systems integration
projects. Mr. Warshaw has an undergraduate degree from the University of
Pennsylvania and a Masters in Management from Northwestern University's
Kellogg School of Management.

                            About OptiMark

OptiMark, Inc., a privately held company, is a leading provider of exchange
solutions to electronic marketplaces and communities globally. OptiMark's
broad range of solutions include the simplest browse or auction markets to
the most sophisticated trading exchanges where multiple buyers and sellers
trade and negotiate electronically for goods and services. OptiMark's core
technology is a patented engine that optimizes transactions for market
participants based on multi-attribute preference-based matching. OptiMark
has proven solutions adopted by the most demanding markets in the world.
OptiMark's investors include General Atlantic Partners, SOFTBANK, Aon
Group, Dow Jones & Company, Goldman Sachs, and Merrill Lynch. OptiMark is
headquartered in Jersey City, New Jersey. Additional information on the
company is available at http://www.optimark.com.


PETSEC ENERGY: Needs More Time -- to December 11 -- to Solicit Acceptances
--------------------------------------------------------------------------
Petsec Energy, Inc. seeks entry of an order (Western District of Louisiana)
extending the debtor's exclusivity within which to solicit and obtain
acceptances of its plan of reorganization.

The debtor, the Creditors' Committee, the Consenting Noteholders and PUSA
(the debtor's parent company) reached an agreement to pursue the orderly
sale of Petsec or Petsec's assets. A plan and Disclosure Statement were
filed. The plan contemplates the consummation of one or more sales of the
debtor's proved producing reserves prior to the plan effective date. While
the debtor has received numerous proposals to purchase its assets, the
debtor has also received proposals for merger transactions that will
necessitate amendments to the plan and Disclosure statement prior to
solicitation. The debtor believes that the pursuit of a merger transaction
is a possible sale scenario and anticipates that a merger transaction, if
so pursued, will have support of the Committee.

The debtor anticipates that the extension requested will allow the debtor
additional time to explore and evaluate the various proposals to purchase
Petsec and/or its assets. The debtor therefore seeks an extension through
and including December 11, 2000 to solicit and obtain acceptances to its
plan.


PETSEC ENERGY: Seeks Extension of 365(d)(4) Deadline through Confirmation
-------------------------------------------------------------------------
Petsec Energy Inc. seeks an extension of the time within which the debtor
is required to assume or reject unexpired leases of non-residential real
property. The debtor seeks an extension through and including the date the
court enters an order confirming a plan of reorganization in the case.

While the debtor does not believe that its oil and gas leases are unexpired
leases or executory contracts pursuant to Section 365 of the Bankruptcy
Code, the debtor seeks an extension out of an abundance of caution. Other
than its gas and oil leases, the debtor has numerous other agreements such
as right of way agreements that involve real property. The Right of Ways
have been granted by the State of Louisiana and MMS. The debtor needs
additional time to review such agreements in order to determine whether
they are unexpired leases or whether assumption or rejection is appropriate
and in the best interest of the estate.


PINELLAS HEALTH: Case Summary and 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor:  Pinellas Health Investors, LC
          6767 86th Avenue
          Pinellas Park, FL 33782

Affiliates:  Emporia Health Investors, LLC
              South Boston Health Investors, LLC

Chapter 11 Petition Date:  September 13, 2000

Court:  Western District of North Carolina

Bankruptcy Case No.:  00-51126

Debtor's Counsel:  Albert F. Durham, Esq.
                    227 W. Trade St., Suite 1200
                    Charlotte, NC 28202
                    (704) 334-0891


Total Assets:  $ 1 Million Above
Total Debts :  $ 1 Million Above

20 Largest Unsecured Creditors:

Centennial Healthcare, Inc.
400 Perimeter Center Terrac
Suite 650
Atlanta, GA 30346
(770) 698-9040                                      $ 1,627,611

Paragon Rehabilitation
Joe White
3200 West End Ave.
Nashville, TN 37013
(615) 385-1060                                        $ 397,222

NCS Healthcare Inc.                                    $ 12,194

SJH Physicials Laboratory                              $ 11,477

Centennial PTS/CPR+                                    $ 11,179

Extended Care Respiration                              $ 10,845

Universal Healthcare Staff                              $ 6,530

Mutual Wholesale Co.                                    $ 4,755

Interim Healthcare                                      $ 4,557

Florida Power & Light                                   $ 4,061

Medline Industries Inc                                  $ 3,950

Nurses Choice                                           $ 3,809

Sunny Florida Dairy, Inc.                               $ 2,683

Starmed Health Personnel                                $ 2,560

Sunrise Propane                                         $ 2,061

GTE Florida                                             $ 1,874

A Total Shutdown                                        $ 1,772

Puritan Churchill Chemicals                             $ 1,613

Yellow Pages Unlimited                                  $ 1,610

Pinellas Parl                                           $ 1,450


PRO AIR: Northwest Airlines Declines to Honor Failed Carrier's Tickets
----------------------------------------------------------------------
Northwest Airlines (Nasdaq: NWAC) announced that it will no longer accept
tickets issued on Pro Air, Inc. because of the carrier's Chapter 11
bankruptcy filing last night.

"Yesterday we worked extremely hard to come to an agreement with Pro Air so
that we could assist their passengers affected by Pro Air's shutdown," said
Dirk McMahon, Northwest senior vice president - customer service. "At no
time during those discussions did the Pro Air executives tell us that they
were planning a bankruptcy filing within hours that rendered our agreement
meaningless. We sympathize with Pro Air's passengers who are caught in a
difficult situation."

Passengers holding Pro Air tickets should contact Pro Air for
reaccomodation information at 800-4PROAIR (800-477-6247) or at a Pro Air
ticket counter.


QUALITY-LINK BERTIE: Case Summary and 11 Largest Unsecured Creditors
--------------------------------------------------------------------
Debtor:  Quality-Link Bertie, L.P.
          1403 Conner Drive
          Windsor, NC 27983

Affiliates:  Emporia Health Investors, LLC
              South Boston Health Investors, LLC


Chapter 11 Petition Date:  September 13, 2000

Court:  Western District of North Carolina

Bankruptcy Case No.:  00-51125

Debtor's Counsel:  Albert F. Durham, Esq.
                    227 W. Trade St., Suite 1200
                    Charlotte, NC 28202
                    (704) 334-0891

Total Assets:  $ 1 Million Above
Total Debts :  $ 1 Million Above

11 Largest Unsecured Creditors

HUD/Highland
PO Box 55465
Birmingham, AL 35255
(919) 781-6815                                        $ 1,766,401

Centennial Healthcare, Inc.
400 Perimeter Center Terrac
Suite 650
Atlanta, GA 30346
(770) 698-9040                                          $ 523,550

Paragon Rehabilitation                                   $ 37,915

FoudsUnlimited, Inc.                                     $ 21,610

Medline Industries Inc.                                   $ 7,346

Centennial PTS Part B                                     $ 4,281

NCS Pharmacy                                              $ 4,091

Bertie Memorial Hospital                                    $ 560

Centennial PTS/CPR+                                         $ 505

Brame Speciality Company                                    $ 294

Felton Heien                                                $ 162


RAYTHEON COMPANY: Extends Expiration Dates For Exchange Offers
--------------------------------------------------------------
Raytheon Company (NYSE: RTNA, RTNB) announced it will extend the expiration
dates for its offers to exchange floating rate exchange notes due 2002 that
have been registered under the Securities Act of 1933 for its outstanding
floating rate notes due 2002, 7.90 percent exchange notes due 2003 that
have been registered under the Securities Act for its outstanding 7.90
percent notes due 2003, 8.20 percent exchange notes due 2006 that have been
registered under the Securities Act for its outstanding 8.20 percent notes
due 2006 and 8.30 percent exchange notes due 2010 that have been registered
under the Securities Act for its outstanding 8.30 percent notes due 2010,
from September 20, 2000 to October 4, 2000.

Any outstanding floating rates due 2002, 7.90 percent notes due 2003, 8.20
percent notes due 2006 and 8.30 notes due 2010 that are validly tendered
prior to 5 p.m. EDT on October 4, 2000 will be accepted by Raytheon Company
for exchange. Copies of the Prospectus of Raytheon Company relating to the
exchange offers may be obtained from The Bank of New York, the Exchange
Agent for the exchange offers, at the following addresses:

                          By Mail:                           
                          The Bank of New York               
                          Corporate Trust Division      
                          101 Barclay Street, 7E             
                          New York, New York 10286      
                          Attention:  Carolle Montreull
                          Reorganization Unit                

                          By Hand or Overnight Delivery:
                          The Bank of New York
                          Corporate Trust Division
                          101 Barclay Street, 7E
                          New York, New York 10286
                          Attention: Carolle Montreull
                          Reorganization Unit

                          By Facsimile:  (212) 815-6339
                          Confirm by Telephone (212) 815-5920


Raytheon Company, based in Lexington, Mass., is a global technology leader
that provides products and services in the areas of commercial and defense
electronics, and business and special mission aircraft. Raytheon has
operations throughout the United States and serves customers in 70
countries.


SAFETY-KLEEN: Applies To Employ Crowell & Moring as Litigation Counsel
----------------------------------------------------------------------
Pursuant to 11 U.S.C. Sec. 327(e), Safety-Kleen Corp. applies to employ
Crowell & Moring L.L.P. as Special Litigation Counsel during these chapter
11 cases to provide them with advice and representiation in connection
with:

    (a) certain matters of constitutional law related to the Debtors'
         operation of their hazardous and industrial waste businesses, and

    (b) various ongoing "ordinary course" matters, including advice on
         constitutional issues and environmental license and permit matters.

The Debtors, or their predecessors, have been represented by C&M for more
than 10 years. Most recently C&M has been engaged to represent and advise
the Debtors as Plaintiff's counsel in a case pending against the State of
South Carolina and its agencies, in which there are raised constitutional
issues relating to the Debtors' Pinewood facility and other facilities
located across the United States. C&M also is providing counsel to the
Debtors in connection with:

    (1) certain constitutional issues arising in other states and
         municipalities regarding the Debtors, operation of other waste
         processing and disposal facilities, and

    (2) license and permit issues arising under federal environmental laws.

The C&M members and associates presently expected to work on this matter,
and their hourly rates, are:

    Litigation Counsel:

         Stuart H. Newberger         $ 340         (Partner)
         Clifton Elgarten            $ 355         (Partner)
         Laurel Pyke Malson          $ 320         (Partner)
         Ellen Steen                 $ 245         (Associate)
         Aryeh Portnoy               $ 150         (Associate)
         Adam Gajadharsingh          $ 150         (Associate)
         Donald Kochan               $ 150         (Associate)
         Rebecca Springer            $ 130         (Associate)
    
    Special Litigation Counsel:
    
         Mark Plevin                 $ 325         (Partner)
         Leah Lorber                 $ 215         (Associate)

Mr. Newberger discloses that C&M currently represents, or has represented
during the past three years, the following entities or their affiliates on
matters unrelated to the Debtors: IBM Corporation; Textron Inc.; General
Motors Corp.; Holnam, Inc.; Citicorp; Citibank NA; Citigroup Inc; CitiCorp
Venture Capital Ltd., GE Harris Energy Control Systems LLC Joint Venture;
General Electric Co., Communications Supply Corp; UBS Capital LLC; UBS AG;
Merrill Lynch & Co; Merrill Lynch Pierce Fanner & Smith; Continental Bank
Corp; Bank of America Corp; Humphreys Inc.; Smith Barney; First Boston
Corp,; Credit Suisse First Boston Corp, Credit Suisse Group; CS First
Boston Corp; CS Holding AG; Salomon Brothers; Salomon Inc; Travelers Group
Inc; Citigroup Inc.; BT Capital Partners; Bankers Trust Corp.; Deutsche
Bank AG; New Pig Corp.; P&L Coal Holdings Corp; Peabody Group; Lehman
Brothers Holdings Inc.; Bulova Technologies LLC; National Defense Co LLC;
Bankers Trust; Deutsche Bank AG; Sanwa Business Credit UK Ltd; Sanwa Bank
Ltd; NationsBank NA; NationsBank Corp; Bank of America NA; Bank of America
Corp; and Credit Lyonnais SA. Me Newberger is convinced that C&M's past
and/or current representation of the above entities will not affect the
Firm's representation of the Debtors in these cases. Mr. Newberger
stresses that C&M does not represent the above entities in any matters
adverse to or related to the Debtors.

In the one year prior to the Petition Date, Mr. Newberger discloses, C&M
received $316,000 from the Debtors. At the Petition Date, the Debtors
owed C&M $202,000, for which C&M intends to file a proof of claim. (Safety-
Kleen Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


SHOE CORPORATION: Believes Chapter 7 Trustee Best Suited to Litigate Claims
---------------------------------------------------------------------------
Shoe Corporation of America Inc., SCOA License, Inc. and SCOA Leasing
Corporation filed a motion in the Southern District of Ohio Bankruptcy
Court for an order in each case converting their respective Chapter 11
cases to Chapter 7. All of the debtors' assets have been liquidated and the
Distribution Motion is set for hearing. The only remaining matters involve
an investigation of potential pre-petition avoidance actions. Given the
current status of these cases, the debtors believe that a Chapter 7 trustee
is best equipped to conduct such an investigation.


SUN HEALTHCARE: Fifth Omnibus Motion To Reject Certain Equipment Leases
-----------------------------------------------------------------------
Pursuant to section 365 of the Bankruptcy Code, Sun Healthcare Group, Inc.,
sought and obtained Court authority to reject 12 Leases for equipment each
for one or more reasons:

    *  the leases are of no further use to the Debtors' continued
        operations in the event of a scale down;

    *  the leases are for equipment and the Debtors are accordingly required
        under 11 U.S.C. Sec. 365(d)(l0) to maintain the lease payments
        starting from 60 days after the commencement of the chapter 11 cases
        if the leases are not rejected;

    *  the equipment is obsolete or has reached the end of its useful life;

    *  the Debtors can obtain similar equipment for lower prices from other
        sources.

    *  the Debtors are not satisfied with the equipment or the services
        under the leases;

    *  prepetition arrearages make the cost of assuming the Leases higher
        than for leasing similar equipment from an alternate source;

In their business judgment, the Debtors have determined that rejection of
the leases is in the best interest of the estates and creditors. For the
purpose of rejection, the Debtors have included secured sales that may not
be true leases. The Debtors make it clear that they do not admit that any
of the leases are true leases. (Sun Healthcare Bankruptcy News, Issue No.
14; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SYNTEEN TECHNOLOGIES: Textile Manufacturer Files Plan of Reorganization
-----------------------------------------------------------------------
Synteen Technologies, Inc. (STI), a Lancaster, SC based industrial textile
manufacturer filed its Plan of reorganization (the Plan) September 11,
2000. The Plan calls for the formation of a new company into which
substantially all of the assets will be transferred together with the
assumption of certain of the liabilities of STI. The new company will focus
its efforts on STI's profitable business segments and will exit poor
performing lines and sell those related assets. Under the Plan, the secured
creditor will be paid in full and a repayment plan has been established for
the unsecured creditors. Ownership of the new company has not been
finalized, but the Plan proposes that a majority will be held by the
present management team of STI. While the Plan is subject to approval by
the various parties of interest and the Court, Management believes the
prospects for acceptance are very favorable.

C. Glenn Steen, Vice-President and General Manager of Synteen Technologies,
Inc., commented, "This has been a very difficult process, and I appreciate
the cooperation of all the parties in interest. I believe this is a fair
and equitable Plan that minimizes the loss to the creditors while
continuing to provide a livelihood for many of our employees and their
families."


UNOVA INC: Moody's Places Long-Term Debt Ratings On Review For Downgrade
------------------------------------------------------------------------
Moody's Investors Service placed the long term debt ratings of UNOVA, Inc.
(UNOVA) under review for possible downgrade following the company's
announcement that it would generate substantial losses for the remainder of
2000. This expectation of poor financial performance represents an
inability of UNOVA in a timely fashion, to turnaround its problem
operations. The rating agency said the review will focus on the timing of
the return to stable earnings and cash flow generation from both the
Automated Data Systems (ADS) and Industrial Automated Systems (IAS)
operations. In addition, progress in the company's plans to pursue
potential asset sales and monetization of intellectual property will be
explored, as well as their impact on debtholder protection measures that
have deteriorated over the last year.

Ratings under review are:

    a) Baa2 for debentures;

    b) (P)Baa2 for senior debt securities and (P)Baa3 for subordinated debt
        securities, and (P)"baa3" for preferred stock issued under its 415
        shelf registration; and

    c) Baa2 for bank revolving credit facility.

The revenue shortfall within ADS continues as costs associated with
accelerated R&D, as well as marketing and sales incentive programs rise.
UNOVA expects losses in the second half of 2000 to mirror the second
quarter loss of approximately $20 million. In addition, margin expansion in
the IAS operations will not materialize, due to orders slowdown at
Cincinnati Machine, plus project delays and increased installation and
integration costs associated with a shift to flexible production lines for
the automotive and diesel engine manufacturers. As a result of the
company's projected poor financial performance, it is negotiating with its
banks to amend its credit agreement.

UNOVA, Inc., headquartered in Woodland Hills, CA., provides design and
integration of manufacturing systems for the global automotive, diesel
engine, and aerospace industries and specializes in mobile information
technology for supply-chain execution and e-commerce fulfillment.


VENCOR, INC.: Ventas Announces Dividend and Continued REIT Status Election
--------------------------------------------------------------------------
Ventas, Inc.'s board of directors has voted to pay a cash dividend of $0.62
per share, payable on September 28, 2000 to stockholders of record on
September 18, 2000. This amount, when combined with the $0.39 per share
dividend paid in February 1999, represents 95 percent of the company's
1999 taxable income. This combined dividend enables Ventas to elect Real
Estate Investment Trust ("REIT") status for the period beginning January 1,
1999 when it files its 1999 federal income tax return.

"For more than a year we have stated our commitment to our stockholders to
elect REIT status by paying a 1999 distribution that complies with REIT
requirements, despite the uncertainties surrounding Vencor's
restructuring," Ventas President and CEO Debra A. Cafaro said. "With the
support of our board, we are able to meet that commitment."

Ventas paid a 1999 first quarter dividend, but dividends for the remainder
of the year were deferred as part of the company's strategy to build its
cash reserves during the reorganization discussions of its primary tenant,
Vencor, Inc. Vencor filed for bankruptcy protection on September 13, 1999.

"Our stockholders have supported our strategy of deferring payment of
normal quarterly dividends in order to conserve and increase our cash
balances during this period of uncertainty to maintain liquidity and
financial strength. We have appreciated their patience," Cafaro said. "But
we also understand that our investors, like other REIT investors, view the
dividend payment as an important part of their investment return. It is
very satisfying to meet their expectations."

Ventas also said that the amount of the total dividend ($1.01 per share)
declared for 1999 should not be viewed as an indication of future dividend
levels, which are likely to be lower. The company intends to maintain
its REIT status, which requires it to pay 95 percent of its taxable income
as dividends. The payment of such minimum REIT dividends is contemplated
under Ventas' long-term credit agreement. However, the company is unable to
predict the amount or timing of future dividends due to uncertainty over
the restructuring of Vencor. Consistent with its previously announced
position, Ventas said that it will not declare or pay a third quarter 2000
dividend at this time.

Negotiations surrounding the financial restructuring of Vencor and its
anticipated emergence from bankruptcy are ongoing. Vencor has received an
extension, until September 29, 2000, of the period during which it has the
exclusive right to file a plan of reorganization.

Ventas, Inc. is a real estate company whose properties include 45
hospitals, 218 nursing centers, and eight personal care facilities in 36
states.


VIDEO UPDATE: List of Affiliates
--------------------------------
These 20 entities, each an affiliate of Video Update, Inc., filed separate
chapter 11 petitions in the U.S. Bankruptcy Court for the District of
Delaware:

         Legal Entity                              Case Number
         ------------                              -----------
         PQ3, Inc.                                   00-03664
         D-Skippy, Inc.                              00-03665
         GBO, Inc.                                   00-03666
         Pic-A-Flick of Greenville, Inc.             00-03667
         Tinsetown Video Inc.                        00-03668
         Moovies, Inc.                               00-03669
         Moovies of the Carolinas, Inc.              00-03670
         PTO, Inc.                                   00-03671
         Moovies of Georgia, Inc.                    00-03672
         The Movie Store, Inc. #2                    00-03673
         The Movie Store III, Inc.                   00-03674
         Alpharetta Media Associates, Inc.           00-03675
         Rio Media Associates, Inc.                  00-03676
         Movie Warehouse Franchise Systems, Inc.     00-03677
         Moovies of Iowa, Inc.                       00-03678
         Moovies of Michigan, Inc.                   00-03679
         E.C. 6, Inc.                                00-03680
         DCO, Inc.                                   00-03681
         Soni, Inc.                                  00-03682
         Sno, Inc.                                   00-03683

This information supplements the Case Summary published in yesterday's
edition of the TCR.  


WESTSTAR CINEMAS: Employs Ernst & Young as Tax Accountants & Consultants
------------------------------------------------------------------------
WestStar Cinemas, Inc. and its affiliates seek court authority to employ
Ernst & Young LLP as tax accountants and consultants. Mary Ann Sigler will
provide the majority of tax accounting and consulting services to the
debtors. Sigler's fee for services pursuant to this motion is $550 per
hour.

Ernst & Young LLP's services in connection with this Chapter 11 case will
be, primarily, to prepare the federal consolidated and state corporation
income tax returns for WestStar for the year ending December 31, 1999.

The fees for its service will be billed based on hours incurred by E&Y
professionals at E&Y standard hourly rates. The estimate of total fee for
preparation of the tax returns will range from $50,000 to $55,000 plus
expenses.


* BOOK REVIEW: OIL & HONOR: The Texaco-Pennzoil Wars
----------------------------------------------------
Author: Thomas Petzinger, Jr.
Publisher: Beard Books
Softcover: 495 Pages
List Price: $34.95
Order a copy today from Amazon.com at:
http://www.amazon.com/exec/obidos/ASIN/1893122077/internetbankrupt

Review by Susan Pannell

This is a fun read. Fun enough to take to the beach, although at 500 pages
it's a bit hefty to hold up while you lounge on that sandy towel. It's got
all the elements of great entertainment: a trainload of money, courtroom
melodrama, and a host of extremely odd characters, including a couple of
Texas state court judge who could make California's Judge Ito look like
Jjustice Brandeis. You might even throw in a biblical analogy--many pundits
did--although for my money Pennzoil chair J. Hugh Liedtke was a little too
wily and a lot too flush to be David-with-a-slingshot.

Everyone knows the story. In 1984 Texaco bought Getty Oil for $9.98
billion, days after the Getty board had made a handshake deal with Pennzoil
to sell three-sevenths of its assets for a 10 percent lower price per
share. Did Texaco tortiously interfere with Pennzoil's oral contract, or
was Getty free (and in fact duty-bound) to accept Texaco's higher offer?
I'll leave you there on the edge of your seat.

Yes, the plot is familiar, but as they say, God is in the details, and the
Pulitzer Price-winning author, a professional journalist who covered the
trial for the Wall Street Journal gives us details aplenty. He's sieved the
most intriguing and significant facts from a daunting amount of evidence:
50,000 pages of affidavits, hours of video testimony, 250 interviews.

You'll collect your favorite factoids as you read along. Mine have to do
with the succession of judges, the first of whom had a close relationship
with Pennzoil attorney Joe Jamail, while the second hadn't read the trial
record when he took over the gavel and made his ignorance of the governing
New York law seem almost a point of pride.

The flamboyant Jamail (who collected a $400 million fee for his work, of
which $50 million reportedly has been given to charities) was known
previously, the author tells us, for such feats as convincing a jury that
the City of Houston was negligent for planting a tree that his client ran
into while drunk. Here, he won the verdict for his client, in part, by
exploiting that shopworn clich‚ of trial practice--the local good ol' boys
versus the big city pinstripes. Is an oral agreement in principle a binding
contract? Metaphorically shrugging, Mr. Jamail told the jury, "Sure looks
like a deal to me." It worked like a charm.

Engrossing as the deal, trial, and verdict are, the author offers more. His
first 150 pages provide useful background on the respective oil empires,
and chronicles Getty's history in detail.

But don't take my word that this book is worth the money. Read what the
white-shoe critics had to say when this book first came out in 1987. "A
riveting drama," said the New York Times Book Review. "Pure excitement.
More fun than flying on a corporate jet," per the Dallas Times Herald, with
presumably more experience in flying on corporate jets than I can claim. "A
real-life script fit for TV's Dallas. Harold Robbins and Robert Ludlum let
loose in the world of Texas good ol' boys and New York takeover
specialists," opined the Washington Times.

So maybe you'll drop this one into your carry-on bag after all.

Thomas Petzinger, Jr. has spent 20 years as a reporter, editor, and
columnist for the Wall Street Journal.


                               *********

Bond pricing, appearing in each Monday's edition of the TCR, is provided by
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edition of the TCR. Submissions about insolvency-related conferences are
encouraged. Send announcements to conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of interest
to troubled company professionals. All titles available from Amazon.com --
go to http://www.amazon.com/exec/obidos/ASIN/189312214X/internetbankrupt--  
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

Troubled Company Reporter is a daily newsletter, co-published by Bankruptcy
Creditors' Service, Inc., Trenton, NJ, and Beard Group, Inc., Washington,
DC. Debra Brennan, Yvonne L. Metzler, Ronald Ladia, Zenar Andal, and Grace
Samson, Editors.

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

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