TCR_Public/000928.MBX              T R O U B L E D   C O M P A N Y   R E P O R T E R

               Thursday, September 28, 2000, Vol. 4, No. 190


ARVINMERITOR, INC.: Fitch Assigns BBB Rating To Senior Unsecured Debt
AURORA FOODS: Wraps-Up Equity for Debt Swap with Senior Sub Noteholders
AURORA FOODS: Receives Subpoena from SEC re Prior Period Restatements
BANCTEC, INC.: Fitch Rates 7.5% Senior Unsecured Notes at B+
BOSTON CHICKEN: Ex-CEO J. Michael Jenkins Now at Diedrich Coffee

DEVELOPERS DIVERSIFIED: Moody's Says REIT's Ratings Outlook is Negative
DYERSBURG CORPORATION: Says 50% of Noteholders Accepted Prepack Deal
EASTERN PULP: Maine-based Printing Company Files for Bankruptcy Protection
EMPIRE FUNDING: Ocwen Financial Offers $16 Million for Debtor's Assets
EMPIRE FUNDING: Obtains Extension of Exclusive Period through December 15

EQUALNET COMMUNICATIONS: Willis Group Discloses 24% Equity Stake
ESSEX CORP: Networking Ventures Infuses $2 Mil for Preferred Shares
FREEPORT MCMORAN: Says 3rd & 4th Quarter Results will Show Improvements
GALEY & LORD: Outlines Business Plan Initiatives to Increase Profitability
GENESIS/MULTICARE: Stipulation Permits Use of SunTrust's Cash Collateral

GLOBALSTAR TELECOMMUNICATIONS: Bear Stearns to Make $105MM Stock Purchase
GRAND UNION: Brings More Financial Professionals Into the Tent
HARNISCHFEGER INDUSTRIES: Harnco Assumes Contracts with China National
INNOVATIVE CLINICAL: Plan of Reorganization Declared Effective on Sept. 21
INNOVATIVE CLINICAL: New Shares Trade Under ICSN(V) Symbol

INTEGRATED HEALTH: Stipulates Bank of Nova Scotia Can File Single Claim
JOAN & DAVID: Bidding for Purchase of Substantially All Assets Ends Oct. 5
LAIDLAW, INC.: Bondholders' Class Action Lawsuits Begin to Roll In
LOEWEN GROUP: Tejas Securities Announces Coverage of Fixed Income Report
NUEVO ENERGY: Fitch Assigns B Rating To Senior Sub Notes & Rates TECONS B-

ORBIT INTERNATIONAL: Agrees to Merger Deal with Homing, Inc.
PAGING NETWORK: Disclosure Statement for Arch Transaction Wins Approval
PENN TRAFFIC: Announces Alliance with Internet Start-up Cybermoola, Inc.
PREMIER LASER: SurgiLight to Purchase Ophthalmic Laser Division
RESOURCE LIFE: Unstable Earnings Prompts S&P to Lower Insurer's Rating

SAFETY-KLEEN: Judge Walsh Establishes October 31 General Claims Bar Date
SHONEY'S: Completes Tender Offer & Splits-Up Operating Units
STROUD'S, INC.: U.S. Trustee Attacks Brincko & Poorman Engagements
UNITED DOMINION: Fitch & CBRS Place Senior Notes On Rating Watch Evolving
VENCOR: Debtor's Fourth Motion For Extension of Rule 9027 Removal Period

WASTE MANAGEMENT: Energy Cooperative Purchases Monroe Livingston Plant


ARVINMERITOR, INC.: Fitch Assigns BBB Rating To Senior Unsecured Debt
ArvinMeritor Inc.'s (ARM) senior unsecured debt is rated 'BBB' by Fitch.
Fitch has also assigned a 'BBB-' rating to ARM's capital securities and an
'F2' to the company's commercial paper program. ARM was formed in July 2000
through the merger of Arvin Industries, Inc. and Meritor Automotive, Inc.
The combination creates the 11th largest automotive supplier in the
industry, with pro forma trailing twelve-month sales of $7.9 billion. Total
pro forma debt at 6/30/2000 was $1.63 billion, including $74 million of
mandatorily redeemable preferred securities issued by Arvin Capital I, a
subsidiary trust.

The rating reflects ARM's strong market positions, geographic presence,
diversified end-markets and products, good credit profile and improved
financial flexibility. Also considered is the inherent cyclicality of auto
and truck production, increasing competition and price pressure, and
challenges of capturing operational merger synergies.

Although near-term results will be tempered by continued softness in the
North American aftermarket (roughly 60% of pro forma sales are OE, the
remainder is aftermarket) and the slowdown in the North American heavy
truck industry, the combined company should benefit longer term from
complementary product lines and cross-selling opportunities. Management has
identified many operating and cost synergies that will help in its goal of
reaching operating margins of 10%, supported by both companies' good
history of integrating recent acquisitions and continuously implementing
cost reductions. Pro forma consolidated operating margins for the latest
fiscal years and recent 9 months were approximately 7%.

The rating also considers ARM's moderate credit profile. On a proforma
basis, leverage, as defined by debt/EBITDA, was 2.0 times (x) at 6/30/2000,
and EBITDA/interest coverage was 5.9x. However, debt financed acquisitions
will likely play a significant part in ARM's growth strategy, if
management's goal of doubling revenues over a five-year horizon is to be

ArvinMeritor, Inc., headquartered in Troy, Michigan, is a global supplier
of various automotive products such as exhaust systems, axles, brakes,
suspension and ride control systems, door and roof systems and filters,
serving both the original equipment (OE) and replacement aftermarkets.

AURORA FOODS: Wraps-Up Equity for Debt Swap with Senior Sub Noteholders
Aurora Foods Inc. has finalized its agreement with bondholders that
provides increased financial flexibility and ensures it is in compliance
with covenants under its related indentures.

As previously reported, the agreement calls for the company to issue in a
private placement to holders who consent, 17.71078 shares of its common
stock per $1,000 aggregate principal amount of notes to which the consent
relates, or 7,084,312 shares in the aggregate assuming 100% participation
of the $400 million principal amount of notes outstanding and the closing
price of the company's common stock prior to mailing of the consent
solicitation. The issues affected are the two 9 7/8% Senior Subordinated
Notes due 2007 and the 8 3/4% Senior Subordinated Notes due 2008.

The amendments will also allow the company to incur up to $90 million of
additional senior indebtedness since the company intends to replace an
existing $60 million receivables-sale arrangement and increase the call
premium on the outstanding Notes by 2% in each year starting in 2002 for
the two 9 7/8% Notes and 2003 for the 8 3/4% Notes.

The company also received waivers of past defaults under the Notes, so that
it is no longer in default under the terms of its senior subordinated
notes. As part of the agreement with the holders of Notes to deliver such
consents, the company agreed to issue, and has issued, 3,750,000 shares of
Series A Preferred Stock to certain investors affiliated with current
shareholders of the company in exchange for $15 million. The transaction
would normally require approval of the company's shareholders according to
the Shareholder Approval Policy of the New York Stock Exchange. The Audit
Committee of the Board of Directors of the company determined that delay
necessary in securing shareholder approval prior to the issuance of the
Series A Preferred Stock and the necessary amendments to the indentures
governing the notes would seriously jeopardize the financial viability of
the company. Because of that determination, the Audit Committee, under an
exception provided in the Exchange's shareholder approval policy for such a
situation, expressly approved the company's omission to seek the
shareholder approval that would otherwise have been required under that
policy.  The Exchange has accepted the company's application of the

AURORA FOODS: Receives Subpoena from SEC re Prior Period Restatements
Aurora Foods Inc. has been informed that the staff of the Securities and
Exchange Commission and the Department of Justice are conducting
investigations relating to the events that resulted in the restatement of
the company's financial statements for prior periods. The SEC and DOJ have
requested that the company provide certain documents relating to the
company's historical financial statements. On September 5, 2000, the
company received a subpoena from the SEC to produce documents in connection
with the prior events. The SEC also requested certain information regarding
some of the company's former officers and employees, correspondence with
the company's auditors and documents related to financial statements,
accounting policies and certain transactions and business arrangements.

Aurora Foods says it is cooperating with the SEC and the DOJ in connection
with both investigations. The company cannot predict the outcome of either
governmental investigation. An adverse outcome in either proceeding may
have a material adverse effect on the company.

BANCTEC, INC.: Fitch Rates 7.5% Senior Unsecured Notes at B+
BancTec Inc.'s 'B+' rated $150 million, 7.5% senior unsecured notes due
2008 and 'BB' rated $95 million senior secured credit facility are placed
on Rating Watch Negative. The Rating Watch reflects the company's
decreasing financial performance, the potential for reduced liquidity
despite the recent resolution of its bank covenant violations, and the
risks associated with the company's ongoing restructuring plan. Resolution
of the Rating Watch and the impact of the above events will be decided
following a meeting with the company to determine the near and long term
operating and financing initiatives.

Declining revenues for fiscal year 1999, resulting primarily from the non-
renewal of two contracts and declines in maintenance revenues for BancTec
manufactured products without a corresponding decrease in fixed costs, have
significantly weakened coverage measures with adjusted EBITDA/interest
declining to 1.7 times (x) and EBITDA margins compressing to 7%. The
weakened financial and operating performance has continued through the
first half of 2000. For latest twelve months (LTM) ending June 30, 2000,
EBITDA margins declined significantly to a negative 1.1%, with adjusted LTM
EBITDA at negative $5.6 million resulting in an interest expense coverage

BancTec's balance sheet remains highly levered as a result of the July 1999
leveraged buyout of the company and the subsequent recapitalization by
Welsh, Carson, Anderson, and Stowe (WCAS), a private investment firm. As of
June 30, 2000, the company's debt balance totaled $402 million as a result
of the transaction and total debt-to-EBITDA increased from 1.6x at Y/E 1998
to 9.7x as of Y/E 1999 and has continued to weaken.

As a result of the weakened credit protection measures, the company
violated covenants in its amended revolving credit facility as well as its
term loan and was granted a temporary waiver through Aug. 16, 2000 which
was extended through Sept. 15, 2000. As part of the resolution, WCAS,
BancTec's primary owners, agreed to increase its guarantee of the bank debt
from $10 million to $35 million. In addition, BancTec obtained $15 million
in cash proceeds from a preferred stock issuance to WCAS. As a result,
certain provisions in the credit agreements were amended such as less
stringent financial covenants through 12/31/00 and the lenders agreed to
waive existing covenant violations or events of default.

BancTec is a worldwide systems integration and services company that
delivers solutions which solve complex data and paper-intensive business
problems using advanced imaging, workflow, and business technologies. The
company is also a provider of maintenance services for major personal
computer companies, government and corporate customers.

BOSTON CHICKEN: Ex-CEO J. Michael Jenkins Now at Diedrich Coffee
Diedrich Coffee, Inc. (Nasdaq: DDRX), the nation's second largest retailer
in the specialty coffee market, announced this week that it hired Boston
Chicken's former CEO J. Michael Jenkins as its President and CEO, effective
September 27, 2000. "Mike Jenkins was our top candidate in the search for
the new CEO, which has been going on for the past several months. He is one
of the best and his vision of Diedrich Coffee's future is exciting. We are
fortunate to be able to attract someone of his talent to lead the company,"
John Martin, Chairman of Diedrich Coffee, said in a prepared statement. At
Boston Chicken, Mr. Jenkins oversaw the meltdown of the 800-unit operation,
its ultimate sale to McDonalds, and confirmation of a liquidating chapter
11 plan.

DEVELOPERS DIVERSIFIED: Moody's Says REIT's Ratings Outlook is Negative
Moody's Investors Service has revised the rating outlook for the securities
of Developers Diversified Realty Corporation to negative, from stable. The
REIT's ratings are Baa2 for senior debt, Baa3 for subordinated debt, and
"baa3" for preferred stock. According to Moody's, the revised rating
outlook reflects DDR's continued appetite for development and acquisitions,
and its weakening balance sheet. The ratings outlook is focused on the
REIT's ability to reduce its leverage.

Moody's remarked that DDR has seen a steady rise in its effective leverage.
The REIT often uses joint ventures, and most of them contain substantial
secured leverage. DDR's recently proposed joint venture acquisition of
properties from Burnham Pacific Properties, Inc., for example, will be
financed with 65% debt at the JV level. DDR has an aggressive growth
profile, with its development pipeline approximating 13.5% of total book
assets. The REIT is mostly funding its development through highly leveraged
JVs, its credit line and some asset sales.

Furthermore, the REIT's exposure to power centers is a risk concern. Such
properties tend to carry less franchise value, and be dominated by a single
tenant. However, strong credit tenants mitigate these credit concerns, and
DDR's tenant diversification has been improving.

Rating stabilization will be contingent on the REIT's capacity for reducing
leverage in light of its appetite for construction and acquisition-based
growth, pressured balance sheet statistics, power center format
vulnerabilities and reliance on its credit line. Continued high levels of
adjusted leverage will place downward pressure on its rating.

Developers Diversified Realty Corporation [NYSE: DDR] is a REIT based in
Beachwood, Ohio, USA. At June 30, 2000 DDR reported consolidated assets of
$2.3 billion, and equity of $792 million.

DYERSBURG CORPORATION: Says 50% of Noteholders Accepted Prepack Deal
Dyersburg Corp., which filed for Chapter 11 in Delaware, reported debt of
$234 million and assets of $314 million.  Reuters reports that, last month,
the obtained consents to its prepackaged chapter 11 plan from half of its
holders of senior subordinated notes due 2007.  Dyersburg's bank lenders
agree to extend the existing $74 million revolving credit facility.
Chairman Eugene McBride suggests that the restructuring will bring "our
debt load to manageable levels. . . .  We expect to emerge expeditiously
from Chapter 11."

EASTERN PULP: Maine-based Printing Company Files for Bankruptcy Protection
Eastern Pulp and Paper Corp., The Associated Press reports, says the cost
of doing the printing business nowadays is much too high and is what pushed
the company to file for bankruptcy protection.  Both Eastern Fine Paper,
Inc., in Brewer and Lincoln Pulp and Paper in Lincoln filed for Chapter 11
in U.S. Bankruptcy Court in Maine.  In spite of the filing, the 1,000
workforce that runs the two companies will still receive both workpays and
benefits.  The company spent $70 million for environmental costs and raw
materials in the past decade.  With the unstoppable growth of the price
nowadays, the printing company at times was forced to lower their prices.

The Brewer mill makes silicone-coated paper for labels and fine printing
and writing paper, the AP relates.  The Lincoln mill produces pulp,
specialty paper and tissue, which are sold to companies that make them into
napkins, direct-mail products and other items.

EMPIRE FUNDING: Ocwen Financial Offers $16 Million for Debtor's Assets
Empire Funding Corp., which filed for bankruptcy protection in May,
captured the eye of a Florida-based company who is willing to pay $16
million for its assets, Austin states.  Bankruptcy
documents states that the interested bidder, is Ocwen Financial Corp.,
which is held by its subsidiary, Ocwen Federal Bank.  

Empire Funding owes its creditors almost $75 million, and the two largest
are PaineWebber Real Estate Securities and ContiTrade Servvices LLC of New
York. The company, which started in 1988 deals in debt consolidation and
home improvement loans, which usually are secured by a second lien on
property. The status of its workforce of 183 has an unstable future.

EMPIRE FUNDING: Obtains Extension of Exclusive Period through December 15
As Empire Funds Corp., pursues negotiations with Ocwen Financial Corp. for
the purchase of its assets, the court granted the company more time to
submit a plan of reorganization.   Empire's exclusive period expires Dec.
15.  "The extension is important to the company in order to allow the
completion of the sale to Ocwen and determine how the company plans to
reorganize," says Joe Marshall, Esq., an attorney with Munsch Hardt Kopf &
Harr PC who is representing Empire Funding.

EQUALNET COMMUNICATIONS: Willis Group Discloses 24% Equity Stake
The Willis Group, LLC and James T. Harris each beneficially own 9,865,000
shares of the common stock of Equalnet Communications Corporation, with
sole voting and dispositive powers. This amount represents 23.6% of the
outstanding common stock of the company.

Michael T. Willis shares beneficially ownership of the 9,865,000 shares
with shared powers, and additionally beneficially owns 500,000 shares with
sole voting and dispositive powers. His holding represents 24.5% of the
outstanding shares of the common stock of the company.

Mark A. Willis beneficially owns 34,080 shares of the company's common
stock with sole voting and dispositive powers, while beneficially owning
the 9,865,000 shares with shared voting and dispositive powers. This
holding represents 23.7% of the outstanding common stock of the company.
James T. Harris same as the Reporting Persons acquired the shares of Common
Stock indicated herein in the acquisitions reported above as part of their
ongoing investment strategy regarding the Issuer. The Reporting Persons
currently do not intend to acquire additional shares of Common Stock above
their current ownership.

ESSEX CORP: Networking Ventures Infuses $2 Mil for Preferred Shares
On September 7, 2000, Essex Corporation entered into a Securities Purchase
Agreement with Networking Ventures L.L.C. and GEF Optical Investment
Company L.L.C.  Under the agreement, the investors agreed to acquire, in a
private placement direct from the company, 500,000 shares of newly
designated Series B Preferred Stock for $2 million. The preferred stock is
convertible into 2 million shares of common stock within the next 2 years.
The preferred stock has voting rights, subject to certain terms and
conditions, equivalent to 51% of all common shares voting on all
stockholder matters during this 2-year period.

The transaction closed on September 12, 2000, at which time the investors
paid the initial investment amount of $1 million. The remaining $1 million
of the purchase price will be paid in installments over the next 12 months.
In addition, the investors were issued warrants for an additional 2 million
shares of common stock, which can be acquired at a nominal price. The
warrants become exercisable under certain terms and conditions, such as the
market price of the stock exceeding $10 per share for 5 consecutive trading
days, or the occurrence of an additional private placement of $10 million
where the valuation of the company exceeds $50 million. The warrants also
would become exercisable if there were a sale of all or substantially all
of the assets of the company or a merger or acquisition of the company.
The warrants have a term of 5 years.

Pursuant to the terms of the Registraton Rights Agreement the investors
have registration rights with respect to common shares they receive by
reason of conversion of the preferred shares and/or exercise of the

As contemplated by the agreement, the company's existing directors elected
Mr. John G. Hannon, Ms. Caroline S. Pisano and Mr. H. Jeffrey Leonard to
the Board to fill existing vacancies. Even though the investors' nominees
do not constitute a majority of the Board, the company believes that a
change in control has occurred because the 51% voting rights of the Series
B Preferred Stock would allow the investors to elect the entire board of

FREEPORT MCMORAN: Says 3rd & 4th Quarter Results will Show Improvements
In connection with an investor conference in New York City, Freeport-
McMoRan Copper & Gold Inc. provided an update on its operations for the
third quarter and second half of 2000.

Annual copper and gold sales volumes for FCX's Indonesian mining unit, PT
Freeport Indonesia (PT-FI), are expected to approximate the previously
reported estimates of 1.4 billion pounds of copper and 1.9 million ounces
of gold for 2000. PT-FI expects copper sales for the third quarter of
2000 to approximate its previous estimate of 380 million pounds and gold
sales to be slightly lower than its previous estimate of 460,000 ounces.

Mine operations during the quarter have begun to benefit from higher
equipment availability, increased utilization of the stacker for overburden
placement and improved haul road conditions. Third-quarter mining rates
are expected to average approximately 700,000 metric tons of total material
per day, an improvement of 100,000 metric tons per day from the first half
of 2000. Ore throughput is expected to average approximately 220,000 metric
tons per day during the third quarter at average grades of 1.05 percent
copper and 0.88 grams of gold per metric ton.

PT-FI's third-quarter production costs are expected to benefit from these
improvements in its mining operations; however, rising energy costs and the
mark-to-market financial accounting impact of hedge contracts for PT-FI's
Australian dollar denominated operating costs are negatively impacting PT-
FI's operating costs. At current gold prices and currency exchange rates,
PT-FI expects its cash production costs, including gold and silver credits,
for 2000 to average approximately $0.23 per pound.

All of FCX's revenues, including the revenues from its smelter operations,
are denominated in US dollars and certain of FCX's operating costs are
denominated in foreign currencies. As previously reported, FCX's wholly
owned subsidiary, Atlantic Copper, maintains a program to hedge a portion
of its projected Spanish peseta/euro denominated operating costs. As a
result of the recent deterioration of the peseta/euro to US dollar exchange
rate, FCX expects its third quarter results to be negatively affected by
the decline in the market value of Atlantic Copper's currency forward
contracts. At June 30, 2000, Atlantic Copper had contracts to purchase
approximately 211 million euros at an average exchange rate of US $1.04 per
euro. These contracts hedge approximately 75% of Atlantic Copper's
projected peseta/euro operating costs in the second half of 2000 and
approximately 60% of the projected peseta/euro costs in 2001 through 2003.
The spot exchange rate used to determine the market value of these
contracts at June 30, 2000 was approximately US $0.96 per euro. Each US
$0.01 change in the US$/euro exchange rate impacts the market value of
these contracts and FCX's net income by approximately $2.1 million.

Atlantic Copper also has peseta/euro denominated liabilities that are
translated at market exchange rates. A weaker euro has a favorable impact
on these liabilities. Each US $0.01 change in the US$/euro exchange rate
would impact the market value of these liabilities by approximately $0.7
million, offsetting a portion of the change in market value of the currency
forward contracts.

Based on today's exchange rates (current spot rate of approximately US
$0.85 per euro), the impact of the hedge contracts net of the effect on the
liabilities would result in an approximate $16 million charge to
third-quarter net income.

FCX is engaged in mineral exploration and development, mining and milling
of copper, gold and silver in Indonesia, and the smelting and refining of
copper concentrates in Spain and Indonesia.

GALEY & LORD: Outlines Business Plan Initiatives to Increase Profitability
Galey & Lord, Inc. has launched a series of strategic initiatives aimed at
increasing the company's competitiveness and profitability by reducing
costs. This action involves the closing of two of its facilities,
consolidating some operations and outsourcing certain yarn production.

The company is taking the following actions:

1. Its denim manufacturing facility at Erwin, North Carolina will be
     closed. This facility is the highest cost manufacturing operation of
     Swift Denim's manufacturing facilities. Some of the value added styling
     will be moved to the company's Columbus, Georgia facility which will be
     expanded. Additionally, the company's recently announced denim joint
     venture in Mexico will commence shipping the Swift Denim brand fabric
     early in the new year and will be expanded over the next 12 months to
     accommodate growing demand in this hemisphere. The closing of the Erwin
     facility, which has approximately 740 wage and salary employees, will
     be completed in December 2000.

2. The Galey & Lord Apparel Fabrics Division will close its yarn spinning
     facility at the Brighton Plant/Shannon, Georgia. The Brighton Plant
     will continue to be the company's largest weaving operation. The
     planned weaving modernization at this plant will continue. The yarn
     plant closure will impact approximately 600 wage and salary employees
     and should be completed by December 2000.

3. The company has entered into a long-term strategic partnership with
     Parkdale Mills, Inc., the world's largest supplier of sales yarn.
     Parkdale is a highly modernized, state of the art yarn spinner who has
     the capability to supply the company with high quality, cost
     competitive, ring and open end yarns. The benefit to the company will
     be quality yarns at lower costs, as well as reduced working capital

A charge estimated to be $60-$65 million pre-tax for asset write-offs,
severance expense and the write-off of certain leases will be taken in the
September 2000 quarter. Additionally, the company expects to incur run-out
expenses related to plant closings of $6-$9 million before taxes. These
expenses will be charged to operations as incurred primarily in December
quarter 2000 and continuing to a lesser extent in March quarter 2001. Of
the total closing and run-out costs, approximately $21 million will be
cash. Excluding closing and run-out cost, management believes the company's
operations will be profitable in both September and December quarter 2000.

Arthur C. Wiener, Chairman and CEO, commented, "For quite some time we have
examined all of the initiatives that could make our company more profitable
in difficult times. We sincerely regret the impact on the lives of the
employees that are involved, but these changes are necessary to assure the
long-term profitability of our company."

"Our yarn manufacturing at the Brighton Plant needed capital expenditures
of $25-$30 million to modernize and make it cost competitive. Additionally,
labor turnover in the spinning area is extremely high and trending worse.
Parkdale Mills, from whom we have been purchasing yarns for many years,
offers us a source of lower cost, high quality yarn. This partnership for
American made yarn will benefit both companies. The company anticipates
that the capital it would have spent in yarn manufacturing will now be used
to purchase the newest, state of the art looms for the Brighton weaving
operation. We expect to complete such modernization in approximately 3-4

"Denim made at Swift's Erwin, North Carolina facility is the highest cost
denim of all the company's manufacturing facilities. The competitive nature
of world-wide production of denim results in the yardage produced at the
factory contributing negative margins to the company. The company's overall
denim business is significantly more profitable without this production."

"As difficult as the actions are, management believes that the cost
improvements and margin enhancement that they represent, along with the
contribution from our recently announced Mexican denim joint venture, will
position the company to show greater profitability in the future.
Additionally, these actions will reduce the company's working capital
needs, therefore lowering its debt at a quicker pace."

In addition to the above strategic initiatives, the company plans to
transfer or refinance $50 million to $70 million of its senior secured debt
to Canada and Italy to better utilize cash flows from its foreign

The company has received approval from its bank group to exclude all of the
closing costs, asset writedowns, run-out costs and one time charges
associated with the above actions from its bank covenant calculations.
Accordingly, the company fully expects to be in compliance with all of its
lenders' covenants.

Galey & Lord is a global manufacturer of textiles for sportswear, including
cotton casuals, denim and corduroy, as well as a major international
manufacturer of workwear fabrics. In order to offer sportswear customers a
complete package of fabrics and garments from one source, the company
provides garment manufacturing from its owned and operated garment
facilities. It also is a manufacturer of dyed and printed fabrics for use
in home fashions.

GENESIS/MULTICARE: Stipulation Permits Use of SunTrust's Cash Collateral
Genesis Health Ventures, Inc., debtor-affiliates Geriatric and Medical
Services, Inc. and secured creditor SunTrustBank agree to and have obtained
the Court's approval of a Stipulationwhich addresses SunTrust's previous
objection to Geriatric's use of cash collateral generated from a skilled
nursing facility known as Kresson View Center (formerly known as Care Inn
of Voorhees), located in the Township of Voorhees, New Jersey.

Succeeding Bankers Trust Company as Indenture Trustee, SunTrust Bank has a
first priority security interest in, and lien on, the Kresson Project, of
which Geriatric is the fee owner, and all real and personal property of
Geriatric, including Cash Collateral derived from the Project, pursuant to
a First Mortgage loan made with the proceeds from New Jersey Economic
Development Authority Economic Development Refunding Bonds (Geriatric and
Medical Services, Inc. - Care Inn of Voorhees Project) 1990 Series A and
1990 Series B in the respective amounts of $1,175,000 and $5,000,000. The
Bonds remain outstanding in the aggregate principal amount of $5,535,000.

SunTrust asked Judge Walsh to prohibit the Debtor from using the proceeds
generated from Kresson because SunTrust believed that the Project would
produce operating income for the fiscal year ended September 30, 2000 of
approximately $1,100,000, or approximately $ 400,000 in excess of required
debt service payments on the Bonds. SunTrust alleged that, under Genesis
centralized cash management system, the Debtor and its co-debtors were
using the Indenture Trustee's Cash Collateral to finance other debtors and
support assets not subject to the Indenture Trustee's lien. SunTrust
complained that this would severely diminish the value of the Indenture
Trustee's secured claim in this case.

SunTrust also grieved that the Cash Collateral Order does not provide for
periodic cash payments to the Indenture Trustee, while interest continues
to accrue on the Bonds. SunTrust accuses that the replacement lien as
provided by the Court's Cash Collateral Order would not provide the
Indenture Trustee with adequate protection consistent with the
requirements of section 363(c)(2) of the Bankruptcy Code.

The parties negotiate and reach agreement. They stipulate, among other
details, that:

(1) The Debtor is authorized to collect and use the Cash Collateral.

(2) The Debtor shall make all regularly scheduled payments of interest on
      the Bonds as provided in the Loan Agreement.

(3) For any diminution in the `value of the Indenture Trustee's interests
      in the Collateral, the Indenture Trustee is granted Adequate
      Protection Liens in the form of valid, binding and perfected
      replacement liens and security interests and a Superpriority Claim
      against the Debtor junior only to the claims granted to the DIP

(4) The Debtor covenants to deliver to SunTrust, no later than forty-five
      days after the end of each month, the Debtors' monthly operating
      report, balance sheet, statement of income and expenses on an accrued
      basis, and to deliver to SunTrust, within ten days of the Debtors'
      receipt, copies of all audited financial statements on a consolidated
      basis, within ten days of the entry of this Stipulation and Order, an
      accounting of all Cash Collateral derived from the Property during the
      months of March, April, May and June, 2000, and such additional
      documents as the Indenture Trustee may request relating to the
      Property or the Debtor, within ten days of a written request.

(5) The Debtor will maintain, keep and preserve the Property and maintain
      insurance in accordance with the Loan Documents and furnish to the
      Indenture Trustee, upon written request, full information as to the
      insurance carried.

(6) The Debtor shall permit representatives, agents and/or employees of the
      Indenture Trustee and the institutional holders of the Bonds to visit,
      inspect and have reasonable access to the Property and relevant books
      and records upon three business days notice, and shall cooperate with
      these entities.

(7) The Debtor's authority to use the Cash Collateral shall terminate on
      the earlier of (i) December 31, 2000 (the Expiration Date) or (ii) the
      occurrence of a Termination Event upon the Debtors' non-compliance
      with the terms and provisions of the Stipulation and Order:

     (a) the granting to any entity other than the Indenture Trustee of any
         lien or security interest in the Property or any of the other
         Collateral, except any junior lien granted to secure post-petition
         financing, with the Indenture Trustee's consent or granted pursuant
         to an order of the Court provided that in such event the lien will
         be subordinate to the liens and claims of the Indenture Trustee.

     (b) the appointment of a trustee or conversion of this case to Chapter
         7 of the Bankruptcy Code; or

     (c) the Debtors' seeking of the authority of the Bankruptcy Court or
         any other court for a change in the Stipulation and Order, or for
         the entry of any lien or security interest in the Collateral in
         favor of any party other than the Indenture Trustee pursuant,
         unless with the express written consent of the Indenture Trustee.

The Stipulation provides for an extension by written mutual consent.
(Genesis/Multicare Bankruptcy News, Issue No. 4, Bankruptcy Creditors'
Service, Inc., 609/392-0900)

GLOBALSTAR TELECOMMUNICATIONS: Bear Stearns to Make $105MM Stock Purchase
Globalstar Telecommunications Limited entered into a purchase agreement
with Bear, Stearns International Limited, under which Bear Stearns has
agreed to purchase, subject to certain conditions and over several
tranches, up to $105 million of shares of GTL common stock.

GTL will use the proceeds from the sales to purchase partnership interests
in Globalstar, L.P., which, in turn, will use the proceeds for general
corporate purposes including capital expenditures, operations (including
marketing and distribution of phones and services) and interest expense.

GRAND UNION: Brings More Financial Professionals Into the Tent
This week's edition of F&D Reports' Scrambled Eggs publication relates that
Grand Union (Wayne, NJ) has retained Stamford, CT-based Nightingale &
Associates LLC to work with Merrill Lynch & Co. on the formulation of a
second Business Plan. The second Business Plan must be submitted to the
Company's bank group by October 1. The Company's first Business Plan was
completed by Alvarez & Marsal and submitted on September 1. The projections
included in that iteration of the Business Plan didn't account for
adjustments related to potential asset sales or alternative transactions.

HARNISCHFEGER INDUSTRIES: Harnco Assumes Contracts with China National
Harnischfeger Industries, Inc., seeks the Court's authority to (i) assume
the Contract with China National Coal Industry Import and Export (Group)
Corporation, representing four contracts for the supply of Electric Mining
Shovel to China National, and (ii) expunge a claim filed in connection of
the Contract.

The Contract specifies a purchase price of more than $11,000,000 and the
Debtor believes there is no cure amount due, with both China National Coal
and Harnco having performed the Contract since the petition date. The
Contract provides for Harnco or its licensees to deliver goods, documents
and services after the Petition Date. It also provides that Harnco will
manufacture certain equipment in the U.S. and that Harnco's licensees will
manufacture certain equipment in China. All components to be manufactured
by Harnco in the U.S. under terms in the Contract have been manufactured
and shipped, Harnco tells the Court.

The Debtor tells the Court the Contract is profitable to Harnco. Moreover,
Harnco believes that assumption of the Contract will improve its
opportunity to generate future business and aftermarket sales with this
customer in an emerging market. China National Coal is affiliated with the
People's Republic of China and plays a role in major equipment purchases
for the coal industry throughout China, the Debtor. In Harnco's business
judgment, opportunities for additional machine sales, as well as
aftermarket sales, will arise in China in the near future. If this is the
case, assumption of the Contract will enable Harnco to be well-positioned
to earn business in China after a plan is confirmed and will defeat
competitors' arguments that Harnco's bankruptcy filing somehow wounded
Harnco's honor in China, or has impaired Harnco's ability to perform its
future obligations. Harno further submits that its financial strength
provides adequate assurance of future performance as required by 11 U.S.C.
Sec. 365(b)(1)(C).

The China National Coal Claims

China National Coal filed a proof of claim in the amount of $1,699,726 on
account of the Contract and two L/Cs each in the amount of $856,937 issued
by The Chase Manhattan Bank. The L/Cs will expire on the earlier of (i)
expiration of the general warranty periods specified in the Contract or
(ii) July 27, 1999. The L/Cs will be renewed on each expiration date, for
a period of one year, unless Chase provides advance written notice of the
cancellation. In no event, however, will the L/Cs extend beyond December
31, 2001.

If the Contract is assumed, Harnco's obligations under the Contract,
including warranty obligations, will become administrative claims against
Harnco. Accordingly, Harnco reasons, the Proof of Claim should be
expunged. Harnco makes it clear that assumption of the Contract will not
result in assumption of the L/Cs because the Contract is independent from
the L/Cs.

The Chase Claims

Chase filed two proofs of claim on account of the L/Cs, #10927 against HII
and #10926 against Joy, each for an aggregate amount of $41,184,669
comprised of $40,958,985 unsecured and $225,683 administrative. Harnco
asserts that because the Contract is independent from the L/Cs, even if
the Court approves Harnco's assumption of the Contract, the Chase Claims
relating to the L/Cs should remain pre-petition claims. The Debtor reveals
that these Chase Claims are presently contingent and may be the subject of
another pleading filed in the case. (Harnischfeger Bankruptcy News, Issue
No. 27, Bankruptcy Creditors' Service, Inc., 609/392-0900)

INNOVATIVE CLINICAL: Plan of Reorganization Declared Effective on Sept. 21
On July 14, 2000, Innovative Clinical Solutions, Ltd and its wholly owned
subsidiaries, announced the filing of voluntary petitions for protection
under Chapter 11 of the United States Bankruptcy Code with the United
States Bankruptcy Court for the District of Delaware. The Debtors' cases
were consolidated for the purpose of joint administration and were assigned
to Judge Peter J. Walsh. The purpose of the filing was to recapitalize the
company through the conversion of $100 million of 6 3/4% Convertible
Subordinated Debentures due 2003 into common stock representing 90% of its
common equity pursuant to Debtors' joint prepackaged plan of

Following a hearing held on August 23, 2000, the Court entered an order
confirming the company's Prepackaged Plan on August 25, 2000. On September
21, 2000 the Prepackaged Plan became effective.

As of the effective date, all of the company's existing common stock and
the Debentures were cancelled and shares of the company's new common stock,
par value $0.01 per share, were issued in lieu thereof. The company has
authorized 40,000,000 shares of common stock.

Each share of common stock is entitled to one vote on all matters upon
which stockholders are entitled or permitted to vote, including the
election of directors. Holders of common stock do not have cumulative
voting rights. Holders of common stock are entitled to share ratably in
dividends declared by the Board of Directors of the company out of funds
legally available. The company does not expect to declare or pay cash
dividends to holders of common stock in the foreseeable future. In
addition, the company has entered into a senior credit facility the terms
of which restrict the payment of dividends on the common stock.

All of the company's outstanding shares of common stock are fully paid and
nonassessable and the holders will have preferences or conversion, exchange
or pre-emptive rights. In the event of any liquidation, dissolution or
winding-up of the affairs of the company, holders of common stock will be
entitled to share ratably in the assets of the company remaining after
payment of, or provision for payment of, all of the company's debts and

As of the effective date, the company will have no authorized preferred
stock and the company will not be able to issue such preferred stock
without the consent of the stockholders.

Also, as of the effective date, the company's Board of Directors will no
longer be divided into classes. Each director will be elected annually for
a one year term. Any director may be removed only for cause by a vote of
the holders of 50% of the outstanding shares of common stock.
To the extent prohibited by Section 1123 of Title 11 of the United States
Code, the company is prohibited from issuing non-voting securities.

INNOVATIVE CLINICAL: New Shares Trade Under ICSN(V) Symbol
Innovative Clinical Solutions, Ltd., recently completed its restructuring
which requires that the Company issue shares of its new common stock in
exchange for shares of its old common stock and for its old Debentures.  As
a result, the Company's New Common Stock is now traded under the ticker
symbol "ICSNV." The Company's former trading symbol, "ICSL.OB", is no
longer applicable to the Company's shares.

The Company's new trading symbol contains a "V" designation which
indicates that the New Common Stock will trade on a "when issued" basis.  
In other words, any trades in the Company's New Common Stock will be
settled when the New Common Stock is actually issued, which the Company
anticipates will occur by September 29, 2000.  At this time, the "V"
designation will be removed and the New Common Stock will trade over-the-
counter on the pink sheets under the symbol "ICSN."  Once the Company's
Form 211 has been approved by the National Association of Securities
Dealers, Inc., the Company's New Common Stock will again be traded on the
over-the-counter Bulletin Board under the symbol "ICSN.OB."  The Company
anticipates that it will begin trading again on the over-the-counter
Bulletin Board during the first week of October, however, no assurances can
be made that the Company will achieve this timetable.

Innovative Clinical Solutions, Ltd., headquartered in Providence, Rhode
Island, provides services that support the needs of the pharmaceutical and
managed care industries.  The Company integrates its pharmaceutical
services division with its provider network management division to create
innovative solutions for its customers.  The Company's services include
clinical and economic research and disease management, as well as managed
care functions for specialty and multi-specialty provider networks
including approximately 5,000 providers and close to 8 million patients
nationwide.  The Company's components include ICSL Clinical Studies, ICSL
Healthcare Research and ICSL Network Management.

INTEGRATED HEALTH: Stipulates Bank of Nova Scotia Can File Single Claim
The Bank of Nova Scotia asserts that all or substantially all of the
Integrated Health Services, Inc., chapter 11 Debtors are liable for certain
fees and expenses under a pre-petitionRevolving Credit Agreement among IHS,
BNS as Letter of Credit Bank, Citibank, N.A. as Administrative Agent and
the lenders, dated September 15, 1997, as amended, pursuant to which BNS
issued letters of credit and made other financial accommodations for the
benefit of IHS.

To file a separate claim against each and every debtor will mean that BNS
will have to file hundreds of substantially similar proofs of claim
against the Debtors, based upon the Revolving Credit Agreement and related
documents and instruments.

To save unnecessary cost and expenses, the Debtors and BNS have agreed and
filed with the Court their stipulation that BNS will file one proof of
claim in the Debtors' chapter 11 cases, and will not be required to attach
copies of documents but will make such documents available to the Debtors'
counsel upon request. The parties agree that such proofs of claim will be
deemed to be asserted in the full amount against each and every of the
Debtors, and in full compliance with the Bar Date Order.(Integrated Health
Bankruptcy News, Issue No. 8, Bankruptcy Creditors' Service, Inc., 609-392-

JOAN & DAVID: Bidding for Purchase of Substantially All Assets Ends Oct. 5
joan and david helpern incorporated continues to solicit bids for the sale
of substantially all of its assets and certain assets of (a) Joan Helpern
Designs, Inc., a non-debtor corporation owned by members of the Helpern
family and (b) Joan and David (U.K.) Limited, a wholly-owned non-debtor
subsidiary of the Debtor

Fashion Brands Development Corp., as previously reported in the Troubled
Company Reporter, is the stalking horse bidder.  Unfortunately, FBD is
currently in breach of and has failed to perform pursuant to the terms of
the Asset Purchase Agreement dated as of August 15, 2000.  As a result, the
Debtor sent notice to FBD terminating the same effective September 25,
2000.  The Debtor, in consultation with the Creditors Committee, has
determined to extend the time for the submission of bids in accordance with
the Auction Procedures.

Offers for the Purchased Assets will be accepted up to 5:00 p.m. on October
3, 2000. The Auction will be held on October 4, 2000 at 10:00 a.m. at the
offices of Hahn & Hessen LLP, 350 Fifth Avenue, 37th Floor, New York, New
York.  A Sale Hearing will be held before Judge Bernstein in Manhattan on
October 5, 2000 at 11:00 a.m.  

Anyone wanting to submit a higher or better offer for the Purchased Assets,
in whole or in part, should contact Newmark Retail Financial Advisors LLC,
the Debtor's financial advisors, 125 Park Avenue, New York, New York 10017,
Attn: Robert Hellman and Sherri White, Tel. No. (212) 372-2000.

Frank A. Oswald, Esq., and Gerard DiConza, Esq., at Togut, Segal & Segal
LLP represent the Debtor. William R. Fabrizio, Esq., and Mark Power, Esq.,
represent the Creditors Committee.

LAIDLAW, INC.: Bondholders' Class Action Lawsuits Begin to Roll In
A class action lawsuit against Laidlaw Inc. (NYSE: LDW, TSE: LDM) and some
of its officers and directors has been filed in the United States District
Court for the Southern District of New York.. The suit is on behalf of
bondholders who purchased the bonds of Laidlaw, Inc. between September 24,
1997 and May 12, 2000.  The Complaint alleges violations of Sections 11 and
12(a)(2) of the Securities Act of 1933 and violations of Sections 10(b) and
20(a) of the Securities Exchange Act of 1934. Also named as defendants in
the action are the Company's independent auditors during the Class Period,
as well as several underwriters of bond offerings from on September 24,
1997, April 23, 1998, and May 6, 1999.

The lawsuit alleges that the Defendants disseminated to the investing
public false and misleading financial statements and press releases
concerning the Company's credit obligations with respect to Trust
Indentures entered into in 1992 and 1997. Additionally, Defendants failed
to disclose material information in prospectuses for debenture offerings on
September 24, 1997, April 23, 1998, and May 6, 1999. If you purchased or
otherwise acquired Laidlaw bonds during this period, you may wish to join
the lawsuit. In order to do so, you must meet certain legal requirements
and file appropriate papers no later than 60 days from September 24, 2000.

If you wish to discuss this lawsuit, or have any questions concerning this
notice or your rights or interests, please contact plaintiffs' counsel at
1-888-844-5862 or via E-mail at class

Stephen Cooper, Laidlaw's vice chairman and chief restructuring officer
and managing partner of Zolfo Cooper LLC, a New York-based consulting firm
specializing in restructurings and reorganizations, indicated in Tuesday's
conference call with bondholders that the Company is fully aware of the
underlying issues and understands the suit was filed at this time to avoid
allowing statutes of limitation to pass.  A replay of that conference call
is available by dialing 800-558-5253 toll-free and providing confirmation
number 16444674.

Richard M. Cieri, Esq., at Jones, Day, Reavis & Pogue leads Laidlaw's legal
team.  An Informal Steering Committee, comprised of holders of notes under
the 1992 and 1997 indentures, is represented by Debevoise & Plimpton in the
United States and McCarthy Tetrault in Canada on the legal front and by
Eric Siegert at Houlihan Lokey Howard & Zulkin, providing the Committee
with financial advice.  

LOEWEN GROUP: Tejas Securities Announces Coverage of Fixed Income Report
Tejas Securities Group, Inc., initiated a fixed income report on The Loewen
Group, Inc. (Toronto: LOWGQ) authored by analyst Chris Roberts, CFA.  In
the report, he rates the investment as NEUTRAL due to legal uncertainties.
Roberts states: "We will continue to monitor the situation for new
information that might cause us to change our investment rating."

Tejas Securities Group, Inc. is a full service brokerage and investment-
banking firm based in Austin, Texas with branch offices in Atlanta, Georgia
and Houston, Texas. Tejas is a wholly owned operating subsidiary of Westech
Capital Corporation (OTC Bulletin Board: WSTE).  Further information can be
obtained by calling (800) 846-6803 and speaking with a Tejas account
representative.  Information about Tejas Securities Group, Inc. and access
to research reports can also be obtained at Tejas  
Securities Group, Inc. is a member of the NASD/SIPC.

NUEVO ENERGY: Fitch Assigns B Rating To Senior Sub Notes & Rates TECONS B-
Fitch has assigned a rating of 'B' to Nuevo Energy Company's issuance of
$150 million in senior subordinated notes (9.375%) due 2010 and affirmed
its current ratings on the company's outstanding senior subordinated notes
and Term Convertible Securities (TECONS). Fitch currently rates Nuevo's
senior subordinated debt 'B' and its TECONS 'B-'. Approximately $525
million in rated securities are affected. In addition, Nuevo's Rating
Outlook remains Positive.

Nuevo is using the proceeds of the new notes to pay off its bank debt of
$110 million and for general corporate purposes. The company's bank
borrowing base will be reduced by approximately $100 million as a result of
the issuance.

The positive outlook is attributable to the current oil price environment
and the fact that Nuevo has an established hedging program that ensures the
company's ability to internally fund what it considers a reserve
replacement capex budget. Going forward, hedged and unhedged production
should allow the company to attain coverages, as measured by
EBITDA/interest, of approximately 3.0 times and total debt/EBITDA of
approximately 3.0 times. Additional strengths are the company's long-lived
reserve base of 10 years and the concentration of its core areas.
Offsetting factors include Nuevo's leverage toward crude prices and its
high unit cost of production.

Nuevo Energy is a Houston-based independent exploration and production oil
and gas company engaged in the exploration for, and the acquisition,
exploitation, development and production of crude oil and natural gas. The
company's aggregate production is approximately 85% oil and 15% gas.
Approximately 45% of its crude production is thermally produced heavy oil
that sells at a discount to West Texas Intermediate. Nuevo's principal
domestic properties are located onshore and offshore California and onshore
the Gulf Coast region. Nuevo is the largest independent producer of oil and
gas in California. The company's international properties are located
offshore the Republics of Congo and Ghana in West Africa.

ORBIT INTERNATIONAL: Agrees to Merger Deal with Homing, Inc.
Orbit International Corp. has entered into a revised letter of intent with
Homing, Inc. under which Orbit and Homing have agreed to combine.

Under the terms of the proposed transaction, as revised, Homing will
acquire all of the shares of Orbit in exchange for shares of common stock
of Homing in a tax-free transaction. Pursuant to the revised letter of
intent, each shareholder of Orbit will receive one share of Homing common
stock for each share of Orbit, or an aggregate of approximately 2,000,000
shares. Upon closing of the proposed transaction, Homing will have an
aggregate of approximately 38,140,000 shares outstanding. In addition,
Orbit presently has outstanding approximately 1,630,000 options and
warrants, including 1,000,000 options granted under the terms of the
original letter of intent, and Homing will have the right to grant stock
options in an amount equal to 20% of the total outstanding shares at
closing plus up to 5,000,000 warrants. Under the terms of the proposed
transaction, senior management of Orbit has advanced $500,000 to Homing
which loan would be converted into 593,750 shares of Homing common stock on
closing of the transaction.

Following the proposed transaction, the board of directors of Homing would
consist of five members designated by Homing and two members designated by
Orbit. Closing of the proposed transaction is subject to a number of
conditions, including negotiation, execution and delivery of definitive
documentation, receipt of a fairness opinion satisfactory to the board of
directors of Orbit indicating that the terms of the transaction are fair
from a financial point of view to the shareholders of Orbit, consummation
by Homing of a private placement of not less than $5,000,000 and
satisfaction of certain other regulatory requirements and contract
conditions. There can be no assurance that these conditions can be met.

Homing is a Delaware corporation formed in 1999 and headquartered in New
York with research and development operations in Tel Aviv, Israel. Homing
has developed and plans to deploy a groundbreaking web-based software and
service architecture for personalization and management of content across
provider networks and media channels.

Homing's architecture incorporates a unique "self-learning" feature with an
expanding set of trainable "smart agents" -- a virtual work force for
personal/organizational use -- to analyze, interpret and create a
continually evolving profile of a user's networked experience and content
needs. This architecture filters the overwhelming volume of information
and content allowing the user to create a truly personal networked
environment which evolves on a continuous basis to provide relevant content
to users. Homing's architecture provides a powerful "end-user centric"
solution to bridge the gap between the rate at which information floods
through networked environments (Web, TV, intranets, mobile, etc.) and the
ability of humans to absorb content by creating, for each and every user, a
personally tailored dynamic prism of the information world.

Homing plans to offer its universal core infrastructure and a set of free
applications as a tool for service providers and networked organizations to
automatically and continuously assess and deliver relevant personalized
content to users, improving the quality of service and the overall
experience of end-users.

Dennis Sunshine, CEO and President of Orbit commented, "We are pleased with
the terms of the revised letter of intent, in that Orbit's shareholders
will own an increased percentage of Homing on completion of the transaction
as compared to the original letter of intent. We continue to be very
excited about the potential of Homing's technology, its business model and
revenue prospects."

Orbit International Corp., based in Hauppauge, NY, is involved in the
manufacture of customized electronic components and subsystems for military
and nonmilitary government applications. Its Behlman Electronics, Inc.
subsidiary manufactures and sells high quality commercial power units and
low noise uninterruptable power supplies (UPS). The Behlman military
division designs, manufactures and sells power units and electronic
products for measurement and display.

PAGING NETWORK: Disclosure Statement for Arch Transaction Wins Approval
Paging Network, Inc. announces that the U.S. Bankruptcy Court for the
District of Delaware has approved PageNet's Disclosure Statement filed in
connection with PageNet's plan of reorganization under Chapter 11, and
scheduled a hearing on October 26 to confirm PageNet's plan of
reorganization, which would permit a prompt emergence from bankruptcy and
the consummation of PageNet's merger with Arch Communications Group, Inc.
The Court also granted final approval of PageNet's $50-million
debtor-in-possession financing facility.

In addition, the Court dismissed without prejudice a motion by Metrocall to
terminate PageNet's exclusive right to file a plan of reorganization,
allowing PageNet to proceed with the solicitation of its stakeholders'
votes to confirm the plan of reorganization and to consummate the Arch
merger. PageNet said it expects to mail its Disclosure Statement and
ballots to its stakeholders beginning within the week.

At the hearing, representatives of PageNet's banks and bondholders
expressed their firm support for PageNet's plan of reorganization and the
Arch merger. In addition, in exchange for certain modifications to the
plan, including a shift of 3.7 million shares of Arch stock from PageNet
stockholders to PageNet bondholders, the court-appointed Official Committee
of Unsecured Creditors (representing PageNet's bondholders and vendors)
agreed to include with PageNet's Disclosure Statement a letter to all
bondholders stating the Committee's unanimous recommendation that the
bondholders vote to accept PageNet's plan. The Official Committee further
stated that it "has advised Metrocall that the Committee will no longer,
directly or indirectly, support [Metrocall's] efforts in the PageNet
Chapter 11 proceedings nor will it accept any further proposals from
Metrocall or engage in any further negotiations with Metrocall."

Under PageNet's modified plan of reorganization, PageNet's noteholders
will receive approximately 84.9 million Arch shares and a 60.5-percent
interest in Vast Solutions, and owners of PageNet common stock will receive
5.0 million shares of Arch and a 20.0-percent interest in Vast Solutions.

Arch and PageNet announced their merger agreement last November. The
merger, which will include an exchange of equity for PageNet's senior
subordinated notes as well as the spin-off of PageNet's wireless solutions
subsidiary, Vast Solutions, remains subject to approval by PageNet's
secured and unsecured creditors, the bankruptcy court and Arch
shareholders. A special meeting of Arch shareholders to vote on the merger
has been set for October 5, 2000.

PageNet is a leading provider of wireless messaging and information
services in all 50 states, the District of Columbia, the U.S. Virgin
Islands, Puerto Rico and Canada. The company offers a full range of paging
and advanced messaging services, including guaranteed-delivery messaging
and two-way wireless e-mail. PageNet's wholly-owned subsidiary, Vast
Solutions, develops integrated wireless solutions to increase productivity
and improve performance for major corporations.

Arch Communications Group, Inc., Westborough, MA, is a leading U.S.
two-way Internet messaging and wireless data company providing local,
regional and nationwide wireless communications services to customers in
all 50 states, the District of Columbia and in the Caribbean. Arch operates
approximately 300 offices and company-owned stores across the country.

PENN TRAFFIC: Announces Alliance with Internet Start-up Cybermoola, Inc.
Internet start-up Cybermoola Inc. announced an alliance with Penn Traffic,
a leading supermarket chain, to make web-spendable Cybermoola(TM) available
for purchase in 183 Penn Traffic supermarkets in New Hampshire, New York,
Ohio, Pennsylvania, Vermont and West Virginia.

Cybermoola is used as an alternative to credit card payment for purchases
at various web stores.  Consumers can now buy Cybermoola at all of Penn
Traffic's Big Bear, P&C and Quality Market stores.

"Offering Cybermoola for sale at our stores is one of the most significant
ways we can help make it more convenient for our customers to make
purchases electronically," said Les Knox, senior vice president and chief
marketing officer for Penn Traffic.  "We're pleased to offer Cybermoola and
make the Internet a meaningful experience for all of our customers."

"Cybermoola is quickly building a nationwide distribution network through
great partners like Penn Traffic," said Eric Freeman, CEO of Cybermoola

"With more than 2,000,000 customer visits per week, Penn Traffic is an
excellent partner that recognizes the importance of the Internet and the
value of Cybermoola to its customers.

"Shopping online without credit cards will be an option very soon for all
Americans," Freeman continued.  "This includes consumers who do not wish to
use credit cards online because of debt or security fears, college students
and teenagers who do not usually have credit cards, and other cash-
dependent consumers."

Jupiter Communications forecasts that the credit card industry's 95
percent share of online transactions will drop to 81 percent by 2003, with
stored value mechanisms filling the gap.

Using Cybermoola to convert cash into Internet-spendable cash, consumers
can now shop online in a way that mirrors their preference to shop with
cash in brick-and-mortar stores.

Beginning Oct. 28, 2000, Cybermoola will be available for purchase in 183
Penn Traffic stores.  Cybermoola is printed in-store by the Catalina
Marketing Network(R).  Each printed certificate holds a 16-digit unique
serial number (USN).  The certificate has a stored dollar value equal to
the amount paid to the cashier.  Shoppers can use cash to buy Cybermoola in
denominations of $20-$100 and then activate the certificate by going to
http://www.cybermoola.comto establish their account.

"Catalina Marketing Corporation is pleased to provide the mechanism by
which Penn Traffic stores can issue Cybermoola prepaid e-money," said
Pamela Ochs, vice president, specialty promotions and advertising for
Catalina Marketing Corp.  "It is part of our ongoing efforts to offer all
the services supermarkets need."

The Penn Traffic Company operates 220 supermarkets in Ohio, West Virginia,
Pennsylvania, upstate New York, Vermont and New Hampshire under the "Big
Bear," "Big Bear Plus," "BiLo," "P&C," and "Quality" trade names.  Penn
Traffic also operates wholesale food distribution businesses serving 84
licensed franchises and 78 independent operators.

Founded in April 1999, San Francisco-based Cybermoola Inc. is a pioneer in
cash-based payment for shopping on the Internet. Cybermoola(TM) is prepaid
e-money that enables shoppers to purchase merchandise online without a
credit card or bank account.  It is the first prepaid Internet cash card to
be sold in-store at major national retail chains.  This safe and easy-to-
use payment option helps e-tailers and retailers transform online and
offline consumer traffic into actual online sales.  Customers can use
Cybermoola online through national retailers to purchase clothing, music,
books, sporting goods, cosmetics and more.

PREMIER LASER: SurgiLight to Purchase Ophthalmic Laser Division
Premier Laser Systems, Inc. (OTC: PLSIQ) and SurgiLight, Inc. (OTC Bulletin
Board: SRGL) announced that they have signed an agreement under which
SurgiLight will acquire Premier's ophthalmic laser division. SurgiLight,
based in Orlando, Florida, will acquire the intellectual property and
inventory from Premier. Under the terms of the agreement, SurgiLight will
close this transaction prior to the American Academy of Ophthalmology (AAO)
in the third week of October.

J.T. Lin, Ph. D., Chief Executive Officer of SurgiLight, said "We believe
this is an extremely important milestone in the growth and development of
our Company."

Michael J. Quinn, President and Chief Executive Officer of Premier, said
"We are pleased to be selling the ophthalmic laser technology and inventory
to SurgiLight. The sale of the combined assets enables Premier to obtain
optimum value for its stakeholders."

The transaction between the parties is a culmination of a month long series
of negotiations involving two separate suitors for control of Premier's
ophthalmic laser division. The Magnum Group, Inc. of Tiburon, California,
financial advisors to Premier, managed these negotiations. Randy McDonald,
Managing Director for Magnum stated "We are confident that we have
negotiated a deal that maximizes the asset value of Premier' ophthalmic
lasers. In addition, we believe that SurgiLight will maximize these assets
and immediately enter the market with this important technology."

The transaction is subject to customary closing conditions, and approval by
the bankruptcy court in which Premier's Chapter 11 case is pending.
Premier had never formally commercialized Premier's ophthalmic laser
product line. Premier was pursuing approvals to use the technology in the
treatment of glaucoma and cataracts.

RESOURCE LIFE: Unstable Earnings Prompts S&P to Lower Insurer's Rating
Standard & Poor's lowered its financial strength rating on Resource Life
Insurance Co. to double-'Bpi' from triple-'Bpi'.

The revised rating is based on the company's erratic earnings and a
deterioration in its liquidity. Other rating factors include capitalization
appropriate for the revised rating and high product-line concentration in
its underwriting portfolio.

Resource Life, based in Rolling Meadow, Ill., is a single premium, credit
life and credit accident and health insurer. The company's products, which
provide coverage for the life or incapacity of borrowers with outstanding
auto loans, are distributed through auto dealers. Resource Life sells its
products in 49 states (with the exception of New Jersey) and the District
of Columbia.

The majority of Resource Life's premiums are ceded to Employers Reinsurance
Corp. (financial strength rating triple-'A'), which provides surplus relief
before ceding the business back to Resource Life's affiliated company,
Combined Insurance Co. of America (CICA). Nearly 70% of the credit assumed
by CICA is ceded to dealer-owned captives. Resource Life commenced
operations in 1963 and is wholly owned by Aon Corp. (counterparty credit
rating single-'A'-plus).

Major Rating Factors:

    --Resource Life's operating performance continues to be marginal and
       erratic. Net income for 1999 amounted to $658,000, a significant drop
       from $2.6 million in 1998. The drop was due, in part, to a
       reinsurance arrangement with AutoNation Inc.

    --The majority of Resource Life's assets are invested in high-grade
       bonds. This is offset by an increased liability of $11 million. The
       increased liability had an adverse effect on the company's liquidity
       ratio, 128% at year-end 1999 compared with 188% at year-end 1998.

    --The company's capital adequacy ratio, 104% according to Standard &
       Poor's model, is appropriate for the revised rating level.

    --Resource Life's revenue is well diversified geographically. As a mono-
       line credit insurer, however, economic downturns and interest rate
       fluctuations could affect the company's future earnings and revenue.

Although the company (NAIC: 61506) is a subsidiary of Aon Corp., the rating
does not include additional credit for implied group support.

SAFETY-KLEEN: Judge Walsh Establishes October 31 General Claims Bar Date
Pursuant to Rule 3003(c)(3)(i) of the Federal Rules of Bankruptcy
Procedure, Safety-Kleen Corp. and its debtor-subsidiaries and affiliates
sought and obtained an order establishing 4:00 p.m., prevailing Eastern
Time, on October 31, 2000, as the last date for all creditors to file
proofs of claim in these chapter 11 cases.

In order for the Debtors to develop a plan of reorganization, they will
need to have complete and accurate information regarding the nature, amount
and status of all claims against each of the individual Debtors in these
chapter 11 cases. In particular, the Debtors' ability to develop a plan of
reorganization -- and creditors' ability to evaluate meaningfully the
Debtors' proposed plan -- depends on Safety-Kleen's ability to prepare
thorough estimates of the aggregate amounts of Claims held against each of
the Debtors' estates.

The Debtors propose that the October 31, 2000, Bar Date will apply to all
Entities holding Claims against the Debtors (whether secured, priority or
unsecured) that arose prior to the Petition Date, including:

    (a) creditors whose Claims against a Debtor arise out of the rejection
        of executory contracts or unexpired leases prior to the entry of the
        order establishing the Bar Date; and

    (b) Governmental Units holding Claims against a Debtor for unpaid taxes,
        whether arising from prepetition tax years or periods or prepetition
        transactions to which a Debtor was a party.

The Debtors propose that the Bar Date will NOT apply to:

    (1) any Entity whose Claim against a Debtor is listed in the Schedules
        of Assets and Liabilities or any amendments thereto that are not
        therein listed as "contingent," "unliquidated" or "disputed" and
        that are not disputed by the holders thereof as to amount, Debtor or

    (2) any Entity that has already properly filed a proof of claim against
        the correct Debtor;

    (3) any Entity whose claim against a Debtor previously has been allowed
        by, or paid pursuant to, an order of this Court; and

    (4) any of the Debtors that hold Claims against one or more of the
        other Debtors.

Rejection damage claims, the Debtors propose, must be filed by the later of
(a) 30 days after the date of any order authorizing the Debtor to reject
such lease or executory contract and (b) the Bar Date.

Holders of equity securities will not be required to file proofs of
interest solely on account of an equity ownership interest in or possession
of such equity securities.

The Debtors propose to serve on all known Entities holding potential
prepetition Claims a notice of the Bar Date and a customized proof of claim
form indicating how the Debtors scheduled a creditors' claim. To flush-out
unknown claims, the Debtors will publish notice of the Bar Date in the
national editions of The New York Times and The Wall Street Journal.

Creditors asserting claims against more than one Debtor entity will be
required to file proofs of claim against each individual Debtor entity.

Trumbull Services, LLC, will handle the mailing of the claim forms and
anticipates it will complete that mailing by September 15, 2000. All
proofs of claim must be returned to Trumbull for docketing.(Safety-Kleen
Bankruptcy News, Issue No. 7, Bankruptcy Creditors' Service, Inc., 609/392-

SHONEY'S: Completes Tender Offer & Splits-Up Operating Units
During the fourth quarter ending October 2000, Shoney's (Nashville, TN)
expects to record an extraordinary gain of approximately $80 million
related to the early retirement of debt resulting from the consummation of
its tender offer on September 6, 2000. The Company also completed a new
refinancing agreement in which: (i) its Shoney's unit received $99 million
in mortgage financing and a $40 million revolving credit facility; (ii) its
Captain D's unit received $115 million in term loans and a $20 million
revolving credit facility; and (iii) its food service distribution segment
("COI") received a $30 million revolving credit facility. As of September
6, 2000, Shoney's, Captain D's and COI had approximately $8.2 million, $6.0
million and $12.2 million, of additional availability under their
respective revolving credit facilities. Each operating segment, F&D
Reports' Scrambled Eggs publication relates, will now operate as an
independent business unit responsible for its own debt service. During the
second quarter ended August 6, 2000, Shoney's continued to disappoint, with
a 2.4% drop in comparable-store sales, while Captain D's posted a 3.0%
increase in comparable-store sales.

STROUD'S, INC.: U.S. Trustee Attacks Brincko & Poorman Engagements
Frederick J. Baker, Esq., and Maria Gianriirakis, Esq., representing the
United States for Region III, put formal objections before the U.S.
Bankruptcy Court in Wilmington complaining about Stroud's, Inc.'s, hiring

     (A) Brincko Associates, Inc., as its financial restructuring
         consultant; and

     (B) Poorman-Douglas Corporation as the official claims agent.

The U.S. Trustee challenges certain indemnification provisions included in
the retention agreements for these professionals. The U.S. Trustee also
argues that Brincko Associates is not a "disinterested person" as that term
is defined in 11 U.S.C. Sec. 101(14) because the President and Chief
Executive Officer, John P. Brincko, owns 9,700 shares of Stroud's stock. To
placate the U.S. Trustee concerning Brincko's disinterestedness, Mr.
Brincko will donate them to a charity.

Stroud's will not, however, back down on the indemnification issue.

The indimnification provisions included in the Brincko and Poorman
engagement letters are routinely approved in the District of Delaware,
Bennett J. Murphy, Esq., of Hennigan, Bennett & Dorman, lead counsel to
Stroud's, observes. Stroud's indemnification obligations are limited in
scope and exclude are actions resulting from gross negligence and willful

Brincko, the Debtors remind Judge Walrath, has been employed by the Debtor
since May 2000 as its turnaround financial consultants and mergers and
acquisitions advisors. Given Brincko's experience with the Debtor and its
familiarity with the Debtor's business operations and financial affairs,
the Debtor believes that the continued retention is beneficial to a
successful reorganization of the Debtor, and is in the best interests of
the bankruptcy estate and its creditors.

While the U.S. Trustee says that the indemnification provisions "may be
contrary to applicable law and may be inconsistent with prior decisions in
this District," Mr. Murphy says, in point of fact, Judge Walsh already
opined in In re Dailey International, Inc., Case No. 99-1233-PJW (Doc. 100)
(Bankr. D. Del. July 1, 1999), that limited forms of indemnity, when they
exclude gross negligence and willful miscounduct, are routinely granted.
The indemnification the Debtor agrees to provide to Brincko is nothing out
of the ordinary, Mr. Murphy argues.

With respect to the U.S. Trustee's objection to Poorman-Douglas, Stroud's
is dumbfounded. Poorman's plain-vanilla, standard-form employment agreement
has been approved by the Delaware Court hundreds of times. Poorman provides
a clerical service and the Clerk's Office requires that a Delaware mega-
debtor employ a claims agent to receive and docket proofs of claim. Poorman
doesn't even rise to the level of a professional under 11 U.S.C. Sec.
327(a), Mr. Murphy observes.

The U.S. Trustee's objections, Stroud's argues, have no merit; the Brincko
and Poorman Applications should be approved as presented.

UNITED DOMINION: Fitch & CBRS Place Senior Notes On Rating Watch Evolving
Fitch, in conjunction with its joint venture partner Canadian Bond Rating
Service (CBRS), have placed its rating on United Dominion Industries
Limited`s (NYSE: UDI) senior notes on Rating Watch Evolving. Approximately
$300 million of debt securities are affected. The current rating is `BBB+`.
The rating action follows the company`s announcement that it is in
discussions with several parties regarding the possible sale of the entire

As a result of the competitive nature of several of UDI`s businesses, the
company had previously announced its intention to divest several of its
non-core assets. However, UDI has currently retained an investment bank to
advise on the potential sale of the entire company. As potential buyers may
include both strategic and financial parties, the ultimate credit profile
of the company is uncertain. Consequently, Fitch and CBRS will continue to
monitor this situation as events warrant.

VENCOR: Debtor's Fourth Motion For Extension of Rule 9027 Removal Period
Vencor, Inc., sought and obtained a further extension of the time through
December 11, 2000 by which the Debtors may remove actions under Bankruptcy
Rule 9027.

As at petition date, the Debtors were party to various civil actions and
prceedings in a variety of fora. The Debtors candidly admit they are
presently unable to determine whether they need to or should remove any
claims, proceedings or civil causes of action pending in state or federal
court to which they may be a party. Their efforts, they say, have been
focused on minimizing disruptive effect of the bankruptcy proceedings on
their business and operations, reconciling the numerous claims filed
against their estates and negotiating and formulating a plan of
reorganization with the major constituencies in their chapter 11 cases.
Moreover, the reporting requirements of the Office of the United States
Trustee take up a large portion of Vencor's resources and staffing, the
Debtors tell Judge Walrath.

WASTE MANAGEMENT: Energy Cooperative Purchases Monroe Livingston Plant
Waste Management Inc. (NYSE:WMI) announced an agreement to sell 2.5
Megawatts (MW) of electricity from the Monroe Livingston Power Production
Plant in Scottsville, N.Y., to Energy Cooperative of New York Inc. (ECNY).
The agreement marks Waste Management's first "Green Power" sale in the
newly deregulated electric market in the state of New York.

The "Green Power" source is landfill gas from Waste Management's nearby
Monroe Livingston landfill. The landfill gas is used to fuel engines,
which, in turn, generate electricity.

"We are committed to using our resources in a way that benefits the
communities and businesses in the areas we serve," said A. Maurice Myers,
president and CEO of Waste Management. "We see a growing confidence in
landfill gas as a reliable, renewable energy resource by the power

"ECNY is pleased to facilitate the development of this important renewable
resource," said David W. Koplas, executive director of ECNY. "Our Board of
Directors and members are committed to providing an environmentally-
friendly energy supply in an economical manner."

Landfill gas is produced through the natural decomposition of waste
deposited in a landfill. The gas, which would otherwise be wasted, is a
readily available, renewable energy source that can be collected, extracted
from the landfill and used to generate electricity or as fuel for
industrial and commercial customers.

Waste Management currently supplies landfill gas to 38 landfill gas-to-
electricity projects and to 35 medium Btu gas projects in 21 states across
the United States. In all, the gas-to-electricity projects provide more
than 160 MW of energy, enough to power approximately 60,000 homes. The
medium Btu projects provide more than 100 Btus of energy for industrial and
commercial customers.

Waste Management Inc. is its industry's leading provider of comprehensive
waste management services. Based in Houston, the Company serves municipal,
commercial, industrial, and residential customers throughout North America.

The Monroe Livingston Plant is operated by Waste Management, and a
subsidiary of Waste Management has an ownership interest in the plant.
ECNY is an energy cooperative with customers that include industrial and
manufacturing facilities and businesses of varying types and sizes.


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

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edition of the TCR. Submissions about insolvency-related conferences are
encouraged. Send announcements to

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to troubled company professionals. All titles available from --
go to  
or through your local bookstore.

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


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

Troubled Company Reporter is a daily newsletter, co-published by Bankruptcy
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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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