TCR_Public/001005.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, October 5, 2000, Vol. 4, No. 195

ALLIANCE MEDICAL: Medical Equipment Maker on the Track to Recovery
ALLIED PRODUCTS: Chicago Metal Maker Files for Bankruptcy Protection
AMERISERVE: Accord Among Core Constituenciies Paves Way for Liquidating Plan
AMERISERVE: Delaware Court Grants Extension of DIP Financing to Oct. 30
BAY VIEW: Moody's Downgrades Senior Debt Ratings To B3 & Bay View Bank To B2

BAY VIEW: Fitch Downgrades Long Term Rating To B- & Watch Negative
BIG SPRING: Spring Water Company Files Chapter 11 Petition in Montana
COMDISCO, INC.: Moody's Lowers Long-Term Senior Rating to Baa2
COMDISCO, INC.: Fitch Lowers Senior Debt Rating To BBB+ & on Watch Negative
DICKINISON THEATRES: 80-Year-Old Kansas Theatre Files for Bankruptcy

FARMERS UNION: S&P Assigns Insurer BBpi Financial Strength Rating
GENESIS/MULTICARE: Blank Rome Gives Greater Disclosure About Relationships
GLOBALSTAR TELECOMMUNICATIONS: Partners Provide $67.7M Financing for 2 Months
GOLDEN OCEAN: Frontline Acquires VLCC As Restructuring Plan Gets Approval
GRAND UNION: Moody's Junks All Ratings After Chapter 33 Bankruptcy Filing

GRAND UNION: Files for Chapter 11 Protection in Newark, New Jersey
ICON EQUIPMENT: Fitch Downgrades Receivable Securitization Certificates
INTEGRATED HEALTH: Continues to Reject Burdensome Equipment Leases
LAIDLAW INC: Sale of Manchu Wok to Ken Fowler Enterprises is Finalized
LANESBOROUGH CORPORATION: Despite Efforts, Filing Not Prenegotiated

LOEWEN GROUP: Moves to Reject Consulting Agreement with Russell Titzer
MASTER GRAPHICS: Formulates Plan To Emerge From Bankruptcy By Year-End
MILLER INSURANCE: A.M. Best Lowers Financial Strength Ratings to C++
NETTEL COMMUNICATIONS: Allied Capital Invested $22MM, Not $33MM, in Carrier
NETTEL COMMUNICATIONS: Telecommunications Carrier Lay-Offs Now Reach 250

PETSEC ENERGY: Interests in Gulf of Mexico Leases Might Be Sold
PSEUDO PROGRAMS: Broadband Pioneer To Reorganize Business Under Chapter 11
PSEUDO PROGRAMS: Case Summary and 20 Largest Unsecured Creditors
RITE AID: Completes PCS Sale to Advance Paradigm, Proceeds to Pay Down Debt
SAFETY-KLEEN: Seeks First Extension of Removal Period through January 5, 2001

STELLEX TECHNOLOGIES: Subsidiary Sells Six Subsidiaries to Raise Cash
SUN STATES: A.M. Best Downgrades SSIG Members' Financial Strength Rating to B
UNITED COMPANIES: Announces Filing of Fourth Plan of Reorganization
VALU FOOD: Creditors' Committee Agrees to SUPERVALU Settlement Pact
VENCOR, INC.: Reaches Compromise on Cranbrook Lease Termination Dispute

VISION TWENTY-ONE: Divestiture of PPM Business Successful
WASTE MANAGEMENT: Subsidiaries Ink Final Waste Treatment Plans with EPA
WAXMAN INDUSTRIES: Case Summary and 20 Largest Unsecured Creditors


ALLIANCE MEDICAL: Medical Equipment Maker on the Track to Recovery
ALLIANCE MEDICAL INC., the specialist of portable and mobile ultrasound
scanners for human and animal medicine, announces its results for the fiscal
year ended May 31, 2000.  After two difficult years marked by the collapse of
the world pork industry in 1998, the Company posted net earnings of $0.9
million on sales of $5.4 million for fiscal 1999-2000, compared with a loss of
$6.9 million and sales of $7.1 million for the previous year.

"What is most encouraging about these results is that they reflecta distinct
improvement in manufacturing and operating costs, in addition to a gain on
writeoff of debts subsequent to the holding proposal in December 1999. They
attest to the effectiveness of the measures taken to achieve a successful
turnaround, increase productivity and enhance production quality. We also cut
R&D costs by focusing on our best-selling products. Alliance's balance sheet
is healthier due to the injection of $1.4 million inprivate funds in the
fourth quarter, showing working capital of $1.1 million at year end versus a
deficiency of $1.3 million a year earlier, while shareholders' equity and
quasi-equity totalled$1.8 million versus a deficiency of $0.5 million as at
May 31, 1999," indicated Andre Leroux, Chairman of the Board, President and
Chief Executive Officer of Alliance Medical.

"Efforts to consolidate ties with our major distributors worldwidehave yielded
rewards and we have started to benefit from the recovery in our various
markets. The first three months of the current fiscal year should be the final
stage of our turnaround. We expect to reach the break-even point and to post a
substantial increase in sales," added Mr. Leroux.

                  Development of new-generation products

In recent months, Alliance Medical has started to develop a new generation of
scanners that will allow colour imaging, of special use in human cardiac,
obstetric and gynecological medecine as wellas in animal medecine. This new
equipment line will be available in 2002.

New distribution agreements and key certifications expected shortly for the
development of the human medicine market

"In the next few days, we should obtain the various certificationsneeded to
develop the European and American human medicine markets. We are thereby
paving the way for this major phase in Alliance's growth. These certifications
will also enhance our reputation in animal medicine. While firming up ties
with our distributors, we have expanded our network with new agreements in
Europe and Africa. In the coming weeks, we will participate in two major
international exhibits: MEDICA, which will be attended by specialists from
Europe, the Middle East and Africa in D?sseldorf, Germany, and RSNA, at which
American and Asian specialists will meet in Chicago," stated Karim Menassa,
ExecutiveVice-President and Chief Operating Officer.
Strengthening of expertise, creation of a client satisfaction service and
implementation of an integrated management informationsystem
To efficiently manage its growth, Alliance continues to strengthenits
management, R&D, client service and production expertise. It recently set up a
client satisfaction service with resources dedicated to after-sales service.
To efficiently manage its productivity, it has also started to implement an
integrated manufacturing resource planning (MRP) system.

        Objectives 2000-2001: Net profit and sales of $10 million

"Fiscal 2000-2001 will be a consolidation and growth year during which
Alliance will become profitable. Buoyant international markets support us. The
coming quarters will continue to reflect the measures taken to improve
productivity and cost management. Our marketing efforts in both human and
animal medicine will also help to gradually enhance Alliance's performance.
Finally, we arestepping up our efforts in the high-potential U.S. market,
which will raise our sales to over $10 million," concluded Andre Leroux.


Alliance Medical Inc. specializes in the design, development, manufacturing
and international marketing of portable and mobile ultrasound scanners for
human and animal medicine. Its instruments are targeted to veterinary clinics,
livestock professionals, farmers and cattle ranchers. Its devices for
humanmedicine are increasingly used as a complement to X-rays in diagnosing
and treating various pathologies. Alliance Medical Inc.'s principal markets
are North America, Europe, Asia, the Middle East, Africa and South America.
The Company has about 60 employees and is headquartered in Ville Saint-
Laurent, Quebec.

ALLIED PRODUCTS: Chicago Metal Maker Files for Bankruptcy Protection
Allied Products Corp. announced that it filed a voluntary petition for chapter
11, according to a newswire report. In conjunction with the filing it has
received a commitment for up to about $4.5 million in debtor-in-possession
financing from General Motors Corp. to fund Allied Products' operation and
enable it to pay its post-petition trade and employee obligations. The company
said the funding should allow its Verson division to continue to work on key
contracts during the restructuring process. Allied Products, which is based in
Chicago, makes metal forming presses.  (ABI 03-Oct-00)

AMERISERVE: Accord Among Core Constituenciies Paves Way for Liquidating Plan
This week's edition of F&D Reports' Scrambled Eggs publication reports that
all constituencies in the AmeriServe (Addison, TX) Chapter 11 Case, namely the
Company, its Creditors Committee, Tricon and the AD Hoc Reclamation Claims
Committee, have reached agreements in principal to settle all disputes so as
to allow the sale of substantially all the Company's assets to McLane, a
wholly-owned subsidiary of Wal-Mart. That sale will form the basis of the Plan
of Liquidation to be filed in the Chapter 11 Case, which will provide for a
measure of recovery for the trade, though most likely a small one. We expect
there to be protracted litigation with various parties post-confirmation.
There will be a Litigation Trust established under the Plan with an Oversight
Committee that will undoubtedly consist in part of some or all members of the
current Creditors Committee.  Credit Suisse has formally resigned from the
Committee due to its pending acquisition of DLJ, in as much as DLJ's
involvement in pre-bankruptcy financing will likely result in litigation.

AMERISERVE: Delaware Court Grants Extension of DIP Financing to Oct. 30
AmeriServe Food Distribution, Inc. announced that the United States Bankruptcy
Court in Wilmington, Del., has approved an extension of the maturity date of
the DIP financing facility to and including October 30, 2000. The court also
authorized further DIP financing extensions past October 30, 2000, that are
agreed to in the future by AmeriServe and its DIP lenders.

In addition, the Bankruptcy Court approved the bidding procedures and
protections in connection with the sale to McLane Company. The Court has set
the following initial schedule for the Plan of Reorganization filed by
AmeriServe in connection with the sale to McLane Company:

     October 16, 2000  -- Hearing to Approve Plan of Reorganization
                           Disclosure Statement and Solicitation Procedures

     October 26, 2000  -- Auction Date (if other bidders for AmeriServe)

     November 17, 2000 -- Hearing to Approve Assumption/Assignment/Rejection
                           of Executory Contracts and Leases

     November 28, 2000 -- Hearing to Approve Plan of Reorganization
                          Hearing to Approve Sale to McLane (or higher and
                           better bidder)
                          Hearing to Resolve Administrative Claims

AmeriServe, headquartered in Addison, Texas, a suburb of Dallas, is one of the
nation's largest distributors specializing in chain restaurants, serving
leading quick service systems such as KFC, Long John Silver's, Pizza Hut and
Taco Bell.

BAY VIEW: Moody's Downgrades Senior Debt Ratings To B3 & Bay View Bank To B2
Moody's Investors Service downgraded Bay View Capital Corporation -- senior to
(P)B3 from (P)B1 -- and the ratings of its subsidiaries -- Bay View Bank to B2
from Ba3.  All of the ratings remain on review for possible downgrade.

The rating action followed announcements by Bay View of its decision to
restructure the operations of its Franchise Mortgage Acceptance Co. (FMAC)
operations, and to defer distributions on its Capital Securities.
Concerning FMAC, the company decided to immediately shut down all new loan
production, to recognize related charges, and to seek ways to maximize the
value of its on- and off-balance sheet assets and servicing rights.
Concerning the deferral of distributions, the company announced an agreement
with the Federal Reserve Bank whereby the company will require prior
regulatory approval to disburse dividends on its Capital Securities, in
addition to prior approval to pay common stock dividends. Bay View stated that
it does not expect to receive regulatory approval for its request to pay
quarterly dividends as of September 30, 2000. In such case, the company will
defer distributions on the debentures.

Moody's said that the aggregate cost of shutting down FMAC, along with
potential additional asset write-downs further weakens Bay View's credit
fundamentals. The review will focus on Bay View's ability to liquidate FMAC's
remaining assets without further additional charges, on the adequacy of
reserves, and on the company's ability to sustain sufficient capital levels
during the restructuring period, according to Moody's.

The following ratings were downgraded, and remain on review for possible

    * Bay View Capital Corporation

       a) senior unsecured (shelf): to (P)B3 from (P)B1

       b) subordinate debt (and shelf): to Caa1/(P)Caa1 from B2/(P)B2

       c) junior subordinate (and shelf): to Caa2/(P)Caa2 from B3/(P)B3

       d) preferred shelfs: to (P)"caa" from (P)"b2" and from (P)"b3"

       e) noncumulative preferred shelfs: to "ca" from "b3"

    * Bay View Bank, N.A.

       a) bank deposits: to B1 from Ba2

       b) long-term issuer and OSO: to B2 from Ba3

       c) subordinate debt: to B3 from B1

    * Bay View Capital I

       a) preferred stock: to "caa" from "b2"

    * Bay View Capital II

       a) preferred stock shelf: to (P)"caa" from (P)"b2"

Bay View Capital Corporation (BVC), headquartered in San Mateo, California, is
a financial services holding company with $6.3 billion in assets reported at
June 30, 2000.

BAY VIEW: Fitch Downgrades Long Term Rating To B- & Watch Negative
Fitch has downgraded the ratings for Bay View Capital Corporation (BVC) and
subsidiaries and placed the ratings on Rating Watch Negative. The long-term
rating for BVC was lowered to 'B-' from 'B', while the long-term rating for
Bay View Bank N.A. (BVB) was lowered to 'B-' from 'B+'. The ratings impacted
by this action are outlined at the end of this release.

BVC announced Friday, Sept. 29, 2000, that it has entered into a 'Letter
Agreement' with the Board of Governors of the Federal Reserve System. The
agreement requires the company to seek regulatory approval before paying any
common stock dividends or dividends on its capital securities. Further,
according to the company, it has not received regulatory approval to pay the
Sept. 30, 2000, dividend on its capital securities. As a result, the company
will defer payment on the capital securities as outlined in the original
prospectus. Dividends can be deferred for a period not to exceed 20
consecutive quarters or beyond the final maturity of the securities. Dividends
will accrue during the deferral period and must be paid in full prior to any
future payments of common dividends.

Fitch is concerned that the recent regulatory action is a result of BVC's
inability to establish an appropriate capital plan and profit forecast.
Management has not submitted a capital plan to the regulators or Fitch to
date, making it difficult to assess overall capital adequacy and support for
outstanding obligations. The company plans to accrue for dividend payments and
to seek regulatory approval to pay these dividends again in the fourth quarter
of 2000. Fitch plans to leave the ratings on Rating Watch Negative until some
of these near-term concerns can be resolved and a better indication of long-
range profitability can be determined.

BIG SPRING: Spring Water Company Files Chapter 11 Petition in Montana
High operating costs and competition contributed to the Chapter 11 filing of
Big Spring Water Co. in Butte, Montana, bankruptcy court on Sept. 17,
according to The Associated Press. Financial difficulties were due to high oil
pricing, which pushed plastic bottles costs way up and the tight competition
from other bottlers, Gary Carpenter, CEO of ColMont Springs, Inc. said. Mr.
Carpenter acquired the Lewiston company three years back.

Founder Charles Cerovski started the spring water business in 1972. Big Spring
Water has 18 employees and has a distribution office in Great Falls. The
company supplies drinking water for Montana, North and South Dakota, Idaho and
in Washington.

COMDISCO, INC.: Moody's Lowers Long-Term Senior Rating to Baa2
Moody's has lowered the long term ratings of Comdisco, Inc. and Comdisco
Finance (Nederland) B.V. (Senior to Baa2 from Baa1) following the company's
announcement that it will cease funding the operations of its non-core
subsidiary, Prism Communications, Inc. Comdisco's and Comdisco Finance's
Prime-2 ratings for short term debt have been confirmed. The outlook for all
of the ratings is stable.

Moody's said that while the size of the as yet undisclosed Prism charge is
expected to be significant, Moody's primary consideration in its rating action
was the implication of this charge to the company's overall risk governance.
The charge highlights the execution risk in the company's strategic
transition, as well as governance risks the company faces as it seeks to
maximize shareholder value.

In Moody's view, Comdisco's risk profile has increased over recent years as it
intentionally transitioned itself away from its traditional computer leasing
business. Comdisco's strategic thrust now centers on its becoming a technology
services provider.

Comdisco's core service and leasing businesses have provided the company with
solid profitability, although these businesses lines are immature, with the
exception of its strong continuity service business. Further enhancements to
the company's predictable, services-based earnings stream would be beneficial
to Comdisco's risk profile. However, Comdisco's efforts in this regard have
been slow to bear fruit.

Additionally, Comdisco's earnings profile has recently been dominated by its
venture leasing business. This portfolio has produced sizeable equity gains
for the company. That being said, Moody's views these gains as adding a new
level of potential volatility to Comdisco's earnings and capitalization

Another source of risk is the potential swings in Comdisco's equity capital
base due to the substantial amount of unrealized gains from its equity and
warrant portfolio that reside in it. The value of these unrealized gains
remain highly vulnerable to equity market dynamics. Additionally, rapid growth
in the company's venture debt business is a concern. This portfolio is
unseasoned, and, in Moody's opinion, carries a higher risk profile than even
the company's venture leasing activities.

Moody's believes that the company's meaningful cash on hand, projected cash
flow and alternate liquidity position appear strong relative to its potential
cash needs. The rating agency also noted that the 364-day portion of
Comdisco's two primary committed bank facilities expire in December 2000,
although each has a one year term-out option. Moody's says that it will
closely monitor the outcome of the bank facility renewal process.

The following ratings were downgraded:


       a) Issuer Rating to Baa2 from Baa1

       b) Senior to Baa2 from Baa1

       c) Subordinated shelf to (P)Baa3 from (P)Baa2


       a) Senior to Baa2 from Baa1

The following ratings were confirmed:


       a) Short Term to Prime-2


       a) Short Term to Prime-2

Comdisco, Inc., headquartered in Rosemont, Illinois, is a technology services
provider and technology equipment lessor. As of June 30, 2000, the company
reported total assets of $8.6 billion.

COMDISCO, INC.: Fitch Lowers Senior Debt Rating To BBB+ & on Watch Negative
Comdisco, Inc.'s (CDO) senior debt rating is lowered to 'BBB+' from 'A-' and
the commercial paper rating has been affirmed at 'F2' by Fitch. Concurrent
with this rating action, Fitch placed CDO's senior debt on Rating Watch
Negative. Approximately $5.5 billion of debt securities are affected by
Fitch's actions.

The rating action follows the announcement by CDO this morning that the
company will cease funding of Prism Communications Services. CDO acquired
Prism in 1999 as part of its corporate strategy to accelerate the company's
growth as a global provider of technology solutions. In addition, CDO plans to
write-off its net carrying value in Prism and sell all of the unit's
equipment. Projected proceeds from equipment sales are not reflected in CDO's
action today.

While Fitch anticipated that Prism would report operating losses, the losses
have significantly exceeded expectations. Instead of maintaining a majority
ownership in Prism and completing an initial public offering (IPO) in 2000 as
originally planned, management engaged investment bankers in July 2000 to
explore their strategic options. At Sept. 30, 2000, CDO's carrying value in
Prism totaled $375 million. Positively, quarterly operating losses arising
from Prism, which had recently been in the range of $42-65 million will cease.

While Fitch recognizes the magnitude of this writedown to CDO's balance sheet
and operating fundamentals, this action removes one of the concerns cited on
Aug. 1, 2000 when the company's ratings were placed on Rating Outlook
Negative. However, the writedown will result in a sharp increase in CDO's
leverage, as defined as debt divided by equity less the tax effected
unrealized equity gains. At Sept. 30, 2000, Fitch estimated that CDO's
leverage, following the special charge, was over 7.00 times (x). Assuming the
sale of the Prism equipment and the completion of the Ventures IPO coupled
with good operating performance from the company's remaining businesses,
leverage could decline to below 5.50x over the immediate term.
The completion of these events, along with continued good operating results
and subsequent reduction in leverage, will result in the removal of the Rating
Watch Negative.

Comdisco, Inc. is a worldwide company offering financial solutions that reduce
technology cost and risk and offering services supporting technology
infrastructure. CDO's businesses are Leasing, Technology Services, Ventures,
and Prism. These businesses well-position CDO as a broad-range provider of
information technology solutions and services.

DICKINISON THEATRES: 80-Year-Old Kansas Theatre Files for Bankruptcy
Dickinson Theatres, an 80-year-old Mission, Kansas-based movie exhibition
company and one-time operator of the Glenwood Theatre, filed chapter 11,
according to the Kansas City Star.  On July 31, Dickinson had assets of $58
million and liabilities of $42 million.  The company's attorney, Paul M.
Hoffmann of Morrison & Hecker, characterized the need to file as a cash-flow
problem, not a cash problem.  At this time it is our intent to pay all of our
creditors in full - we are not asking the court to discharge any debt owed by
the company," Hoffman said. Dickinson Theatres' largest secured creditor is
Mission Bank, which is owed $10.6 million.  Mission Bank has agreed to provide
up to $1 million for Dickinson as it continues to operate while reorganizing.
(ABI 03-Oct-00)

FARMERS UNION: S&P Assigns Insurer BBpi Financial Strength Rating
Standard and Poor's today assigned its double-'Bpi' financial strength rating
to Farmers Union Cooperative Insurance Co. (Farmers Union).
The rating reflects the company's marginal capital, erratic operating
performance, limited geographic scope, and gross exposure to catastrophes,
offset by extremely strong capitalization.

The company writes homeowners' and farmowners' multiperil, private-passenger
automobile liability, and physical damage coverage, and its products are
distributed by independent agents. Based in Omaha, Neb., this stock company is
licensed and operates in Nebraska, Illinois, Arkansas, South Dakota, and

The company is a wholly owned subsidiary of Farmers Mutual Hail Insurance Co.
of Iowa (Farmers Mutual Hail) (financial strength rating triple-'Bpi') and
together the companies form the Farmers Mutual Hail of Iowa Insurance Group.
Standard & Poor's believes the company (NAIC 16381) is strategically important
to its parent, and group support is therefore a factor in the rating.

Major Rating Factors:

    -- The company has displayed an irregular pattern of operating earnings
        which, in conjunction with its small capital base of $4 million,
        limits the rating. Operating performance has been very weak, with a
        time-weighted return on revenue of negative 14% (from 1994 to 1999).
        In addition, the company has recorded losses in four of the last
        five years.

    -- The company has no retained earnings. At year-end 1999, its
        cumulative earnings deficit was $7 million. Earnings have also been
        volatile, due to adverse weather conditions in the Midwest.

    -- Capitalization was strong at year-end 1999, as measured by Standard &
        Poor's capital adequacy model. The company received a $1.8 million
        capital infusion from its parent, Farmers Mutual Hail.

    -- Premium volume has remained very stable in the past five years,
        ranging from $7 million in 1994 to $10 million in 1999.

    -- Farmers Union's lack of geographic and product-line diversification
        is a limiting factor. Currently, 48% of direct premiums written are
        in Nebraska, with private passenger and automobile physical damage        
        representing 67% of business written. Geographic and product-line
        concentration can expose a company to regulatory and regional
        economic risk.

    -- The company operates in a highly regulated and competitive
        environment, which may affect future earnings.

    -- The one-year loss development-to-surplus ratio in 1999 was reported
        at 7%, a limiting factor.

    -- With a net catastrophe exposure of 3 times surplus, the company has a
        higher exposure than that of higher rated companies.

GENESIS/MULTICARE: Blank Rome Gives Greater Disclosure About Relationships
To address issues raised by the United States Trustee, Raymond L. Shapiro,
Esq., a Partner at Blank Rome Comisky & Mccauley LLP, files a Supplemental
Affidavit in support of the applications of Genesis Health Ventures, Inc.,  
and The MultiCare Companies, Inc., to employ BRCM as Special Counsel, pursuant
to 11 U.S.C. section 327(e) and 1107(b) of the Bankruptcy Code and 1107(b) of
the Bankruptcy Rules.

In his Supplemental Affidavit, Mr. Shapiro represents that there will be
no actual conflict of interest in BRCM rendering services to both GHV and
Multicare becasue to the extent that both a Genesis Debtor and a Multicare
Debtor are involved and they have different interests, such a transaction
will be assigned to counsel for each respective Debtor. Blank Rome, Mr.
Shapiro says, may assist such counsel in providing background information,
but will not participate in negotiations, documentation or representation
of either a Genesis Debtor or a Multicare Debtor in such circumstances.

With respect to concerns over certain other parties identified as to pose
potential conflicts, Mr. Shapiro sees no possibility that any potential
conflicts will become an actual conflict because in the event that any of
such parties are engaged in a matter against the Debtors, Blank Rome will
not represent any of the parties in such matters and all of the parties
will retain other counsel.

Blank Rome's services to the Debtors, Mr. Shapiro advises, are essentially
divided into five general categories:

         *  real estate;
         *  general labor;
         * employee benefits;
         * general corporate and securities regulation; and
         * miscellaneous matters.

The scope of each category includes transactional, regulatory and
litigation. The limited services that Blank Rome will provide, Mr. Shapiro
explains, are not services that relate to the "conduct of the case,"

In response to queries about the roles of Stephen E. Luongo as a senior
Blank Rome corporate partner and GHV Director, and a GHV equity interest
holder, Mr. Shapiro furnishes the details that Mr. Luongo owns jointly
with his wife, approximately 20,000 shares of GHV common stock (his Blank
Rome retirement account owns an additional 7,500 shares, his children own
another 1,600 shares and he owns 30,000 stock options) out of an
approximate, maximum universe of 90 million issued GHV shares of common
stock (assuming full dilution).

Mr. Shapiro advises that, immediately upon the entry of orders approving
the engagement of Blank Rome as special counsel for Genesis Debtors and
Multicare Debtors, Mr. Luongo will immediately resign as a member of the
Board of Directors of Genesis Health Ventures, Inc., as represented to
the UST and counsel for the Committees.

Mr. Shapiro further discloses that another Blank Rome partner, Harry
Madonna, previously served on the Board of Directors of The Age Institute
which is a non-profit company that is apparently indebted to the Genesis
Debtors, but Mr. Madonna no longer does so. From time to time, Blank Rome
provides miscellaneous and general legal services to AI and, presently,
without limitation, is assisting on certain refinancing matters for AI, as
well as acquisitions. Blank Rome is not representing and will not
represent AI or the Genesis or Multicare Debtors with respect to any
matter in which such parties are involved, Mr. Shapiro convenants.

Mr. Shapiro submits that to the best of his knowledge, he is not aware of
any matter where Blank Rome represents any interest adverse to a Debtor or
a Debtor's estate with respect to the matters on which Blank Rome is
employed or to be employed.

With Mr. Shapiro's affidavits, the concerns of the Committees were
addressed, the UST withdrew the limited objection and Judge Walsh
authorized the application. (Genesis/Multicare Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

GLOBALSTAR TELECOMMUNICATIONS: Partners Provide $67.7M Financing for 2 Months
Analyst say that Globalstar Telecommunications, Ltd., has gained more than two
months of financing to keep their company out of bankruptcy until next May, reports. Following a deal with Bear Stearns for a $105 million
stock purchase, partners of Globalstar will provide $67.7 million in financing
by purchasing its common stock.  Spokesman Mac Jeffery says, "We have raised
the money that we feel we need at this time. It is what we asked the partners
to provide and they complied. This is a significant amount of money that the
partners didn't have to put up." According to satellite analyst, Armand Musey,
Globalstar throws cash at a rate of $115 million, together with capital
expenditures of roughly $80.5 million for each quarter. Mr. Musey added, the
finances Globalstar got from the latest transactions would only supplement
them for 79 days, "far less than the time it needs to reach break-even."

GOLDEN OCEAN: Frontline Acquires VLCC As Restructuring Plan Gets Approval
The Delaware bankruptcy court and creditors of Golden Ocean Group, Ltd., gave
their nods for Frontline Ltd.'s restructuring plan for the financially
challenged VLCC and dry bulk operator, reports.  John
Fredriksen's struggle has reached its finished line to take over 100% of
Golden Ocean Group Ltd.'s equity. Golden Ocean's interests in 13 very large
crude carriers and 10 bulk carriers will be a "non-recourse subsidiary" for
the Frontline group. The Norwegian shipping company will become the largest
VLCC firm in the planet. Golden Ocean filed for bankruptcy protection under
Chapter 11 in Delaware last Jan. 14.

GRAND UNION: Moody's Junks All Ratings After Chapter 33 Bankruptcy Filing
Moody's Investors Service lowered all ratings of The Grand Union Company
following its Chapter 11 bankruptcy filing. Ratings lowered include the $300.0
million secured bank loan to Caa2 from Caa1, the senior implied rating to Caa2
from Caa1, and the issuer rating to Ca from Caa3. The outlook remains

The Grand Union Company filed for Chapter 11 bankruptcy protection today, with
the intent of facilitating the sale of the company. The company has arranged
for a $60 million debtor-in-possession facility and announced that their major
wholesaler, C&S Wholesale Grocers, will continue supplying merchandise. This
is the third time that the company has filed for Chapter 11 bankruptcy
protection within the past 6 years.

The ratings consider the company's highly leveraged financial condition, the
company's deteriorating operating profitability and cash flow, the lackluster
condition of the store base, and a decrease in vendor promotional resources.
The ratings also consider that, with a reinvigorated Pathmark along with other
strong competitors such as A&P (rated Ba1), Edward's/Stop & Shop (Koninklijke
Ahold rated A3), and Wakefern/Shop Rite (Big V rated B1), Grand Union's
competitive position in the Northern New Jersey and metropolitan New York City
trade areas continues to be difficult.

The Caa2 rating on the $300.0 million bank loan ($230.0 million term loan due
2003 plus $70.0 million revolver) recognizes the security provided by first
priority liens on all assets of the company and its subsidiaries. As of July
22, 2000, $39.0 million of the revolver was drawn. However, the rating
considers our opinion that, with the continued decline in enterprise value,
lenders could suffer impairment even if a buyer for Grand Union is quickly
found. Given that Pathmark is also considered to be for sale, we believe that
interest in Grand Union could be diluted. The negative rating outlook reflects
the possibility that the enterprise value of the company will further decline
during the bankruptcy process.

EBITDA margin declined to 2.4% for the quarter ending July 22, 2000 versus
4.9% for the corresponding period of 1999, while interest coverage (EBITDA to
interest expense) fell to 1.0 times versus 2.6 times. EBITDA was not
sufficient to cover both interest expense and modest capital expenditures
(considering the company's needs) for the twelve months ending July 22.
Adjusted Debt to EBITDAR increased to 6.2 times on July 22, 2000 versus 5.8
times on April 1, 2000. Inventory decreased to 30 days on hand on July 22,
2000 versus 38 days on had on July 24, 1999 as the company attempted to
conserve cash.

The Grand Union Company, headquartered in Wayne, New Jersey, operates 197
supermarkets in five northeastern states.

GRAND UNION: Files for Chapter 11 Protection in Newark, New Jersey
The Grand Union Company (OTC.BB: GUCO) announced that, in order to facilitate
the planned sale of the Company and provide for additional funding during the
sale process, it has filed a voluntary chapter 11 petition in the U.S.
Bankruptcy Court in Newark, New Jersey. The filing will enable the Company to
continue to conduct business as usual, provide service to its customers and
meet its commitments during the sale process.

Grand Union also announced that it has obtained a $60 million debtor-in-
possession financing commitment from Lehman Commercial Paper Inc., one of its
existing lenders. Upon court approval, these funds will be available to the
Company to help meet its ongoing needs and fulfill obligations associated with
operating the business, including the prompt payment to vendors for goods and
services that are provided after the filing. Employees will continue to be
paid in the normal manner.

Commenting on Grand Union's announcement, president and chief executive
officer Gary M. Philbin said, "This was a difficult but unavoidable decision
in view of our recent financial performance and the need to obtain the funds
to continue to provide service to our customers and meet our ongoing
commitments during the sale process. At the same time, we have been working
closely with our investment banker, Merrill Lynch, in seeking a sale of the
Company to a new owner or owners, who are financially capable of supporting
the business long term.

To this end, we have received expressions of interest from several parties and
continue to be in discussions with potential purchasers of the Company in
whole or in part. We believe chapter 11 protection will enable us to move
forward with the sale process in an orderly manner and hope to have an
agreement to sell the Company shortly.

"In the interim, we expect normal operations of our stores, which will be open
for business and serving customers as usual. Our new financing will enable us
to meet our commitments to our trade and business creditors and fulfill our
obligations to our employees without disruption.
Importantly, our major supplier, C&S Wholesale Grocers, has agreed to continue
to provide us with a regular flow of merchandise, and other suppliers are
expected to continue regular shipments to our stores," Mr. Philbin concluded.

In its most recent financial results, for the 16-week first fiscal quarter
ended July 22, 2000, the Company posted sales of $658.0 million, compared with
$687.3 million reported for the same period a year ago. Total sales were down
4.26%, with 200 stores in operation this year and 219 last year. Same store
sales declined 2.67%. EBITDA for the period was $17.7 million this year,
including a gain of approximately $6 million from the sale of the Company's
Deer Park, NY location.

Grand Union operates 197 retail food stores in Connecticut, New Jersey, New
York, Pennsylvania and Vermont.

ICON EQUIPMENT: Fitch Downgrades Receivable Securitization Certificates
Fitch downgrades the proceeding classes of securities as follows:

    --ICON Receivables 1997-A, LLC: Series 1997-A Class A-1 notes are
       downgraded to 'CCC' from 'BBB'. The Class A-2 notes are downgraded to    
       'CC' from 'B'. The Class A-3 notes are downgraded to 'C' from 'CCC'.     
       All classes of notes remain on Rating Watch Negative.

    --ICON Equipment Lease Grantor Trust 1998-A: Series 1998-A, Class A
       certificates are downgraded to 'BBB-' from 'AA'. The Class B
       certificates are downgraded to 'BB-' from 'A'. The Class C
       certificates are downgraded to 'CCC' from 'BB'. The Class D
       certificates are downgraded to 'CC' from 'B'. All classes of
       certificates remain on Rating Watch Negative.

These rating actions are the result of adverse collateral performance and
further deterioration of asset quality outside of Fitch's original base case
expectations. Losses from defaulted leases have significantly reduced the
remaining credit enhancement available for each class of securities. In the
1998-A transaction, several large obligor defaults have also occurred.
In both the 1997-A and 1998-A transactions, delinquencies have also been
significantly higher than historical levels. Fitch previously put all classes
of the 1997-A and 1998-A transactions on Rating Watch Negative and downgraded
all classes of the 1997-A transaction and the Class C and Class D certificates
of the 1998-A transaction (see Fitch press release dated Sept. 15, 2000).
Fitch will continue to closely monitor these transactions and may take
additional rating action in the event of further deterioration.

INTEGRATED HEALTH: Continues to Reject Burdensome Equipment Leases
Integrated Health Services, Inc., and its debtor-affiliates tell the
Bankruptcy Court that their reviews show that some of their Facilities have
consistently operated at a loss. Therefore, the Debtors have determined that
it is in the best interest of the Debtors' estates and creditors to close the
Facilities and reject the Equipment Leases, in view of the Facilities'
lackluster performance and in line with management's cost-cutting strategy.

In this motion, the Debtors seek the Court's authority to reject Equipment
Leases that relate to:

     Location                    Entered         Term         Payments
     --------                    -------         ----         --------
    Sunnyside Village Facility   Feb. 16, 1999   36 months        $312
     in Sarasota, Florida

    Palm Harbor Facility         Feb. 17, 1999   36 months        $283
     in Palm Harbor, Florida

    Chancellor Park Facility     Feb. 17, 1999   60 months        $410
     in Naples, Florida

The Debtors propose a period of thirty days from the date of the court
order for any filing of claims allegedly arising from the rejection of the
lease. (Integrated Health Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

LAIDLAW INC: Sale of Manchu Wok to Ken Fowler Enterprises is Finalized
Laidlaw Inc. (NYSE:LDW; TSE:LDM) said it has closed the previously announced
sale of its Manchu Wok Chinese food business to an investor group led by Ken
Fowler Enterprises. No terms were disclosed.

Manchu Wok is the largest chain of Chinese fast food restaurants in Canada,
operating service outlets mostly in shopping mall locations. The chain is
second largest in North America and franchises two units in Poland.

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.

LANESBOROUGH CORPORATION: Despite Efforts, Filing Not Prenegotiated
Lanesborough Corp. filed for bankruptcy protection under Chapter 11 in
Wilmington, Del. on Sept. 29.  A summary of the Debtor's petition appears in
yesterday's edition of the Troubled Company Reporter.  A reorganization plan
wasn't included with the petition, Dow Jones observed, noting that
Lanesborough's board agreed in December to consider a request from U.S. Bank
Trust N.A., for the company to reorganize through a prenegotiated Chapter 11
reorganization plan.  Buffalo, NY-based, Lanesborough together with its
subsidiaries, manufactures and sells synthetic organic chemicals.

LOEWEN GROUP: Moves to Reject Consulting Agreement with Russell Titzer
In 1996, The Loewen Group, Inc., entered into a Consulting Agreement with
Russell G. Titzer. That agreement provides that Mr. Titzer agrees (a) to
provide, and stand ready to provide through 2006, consulting services to
Titzer Funeral Home, Inc., including rendering advice on operational and
financial matters and attending certain funerals, visitation services and
arrangements conferences, (b) not compete with TFH or LGII, and (c) to hold
certain information confidential. In consideration of these obligations, LGII
agrees to pay Mr. Titzer $6,000 per year plus $15 per hour when he actually

LGII conclused that the burden of continued performance under the Consulting
Agreement exceeds the benefits to the Debtors' estates. Titzer does no actual
work. The non-compete and confidentiality covenants have no real value. Six
more years of payments are a waste of money. Accordingly, the Debtors sought
and obtained authority from Judge Walsh, pursuant to 11 U.S.C. Sec. 365, to
reject the Consulting Agreement. (Loewen Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

MASTER GRAPHICS: Formulates Plan To Emerge From Bankruptcy By Year-End
Spokesperson Anita-Marie Hill says that Master Graphics, Inc., which filed for
Chapter 11 in July, is currently preparing a reorganization plan that will be
filed in November, Memphis reports.  "No one likes to rehash
the past," Hill added. "But let me say that we are still in business and plan
to stay in business for a long time. We still plan to emerge from this process
by the end of the year."  If the creditors and the bankruptcy court approves
the plan submitted, the printing and graphic design firm will emerge from
bankruptcy by next year.

MILLER INSURANCE: A.M. Best Lowers Financial Strength Ratings to C++
A.M. Best Co. has downgraded the financial strength ratings of the Millers
Insurance Group, Fort Worth, TX, to C++ (Marginal) from B+ (Very Good) and an
affiliate, Phoenix Indemnity Insurance Co., to C++ (Marginal) from B++ (Very

The downgrade of Millers Insurance Group reflects weakened capitalization,
driven by poor operating performance and a substantial decline in the market
value of an affiliate, INSpire Insurance Solutions. Prior to 1999, adverse
loss reserve development related to discontinued agribusiness and commercial
trucking lines combined with a high expense structure have driven operating
losses and eroded capital. In 1997, the IPO of INSpire buoyed capital
temporarily, but the drop in market value of INSpire since then has caused
surplus to decline rapidly. Despite the divestiture of portions of INSpire
stock, the group still maintains a concentration of capital in this issue. As
a result, its surplus could be further impaired by an additional decline in

INSpire is a provider of policy and claims administration and information
technology outsourcing services to the property and casualty insurance
industry of which Millers is a customer. The rating also considers uncertainty
associated with disputes over receivables and ongoing service contracts
between Millers and INSpire that may impact the group's current surplus
position. Management is currently discussing the resolution of approximately
$900,000 of disputed receivables and is actively renegotiating its current
contract with INSpire.

Because of the surplus decline during the first half of 2000, the group's
parent, Millers American Group, Inc., is in technical violation of certain
covenants to its bank agreement. However, management is considering a proposal
from the lending institution to amend its financial covenants. A.M. Best
believes that the weak position of Millers American Group, Inc. poses
financial risk to all of its members, including Phoenix Indemnity Insurance
Company whose individual capitalization and operating performance are

The business plan, which is expected to enhance capital, includes the
termination and sale of businesses, an emphasis on expense reduction, the
divestiture of investment concentrations, including INSpire and other common
stocks and the pursuit of capital raising opportunities. These actions should
reduce the strain in the intermediate term on the group's capital position and
minimize volatility in the investment portfolio. However, A.M. Best believes
considerable uncertainty remains regarding the group's operating profitability
and capitalization as it executes the strategic plan.

NETTEL COMMUNICATIONS: Allied Capital Invested $22MM, Not $33MM, in Carrier
Allied Capital Corporation (Nasdaq: ALLC) addressed investor questions
regarding the recent bankruptcy filing of Net-Tel Communications, Inc.  
Allied Capital has invested approximately $22 million in Net-Tel, the majority
of which is senior secured debt.

The recent inquiries regarding the Net-Tel bankruptcy stemmed from a
Washington Post article that erroneously reported Allied Capital's investment
to be $33 million.

Net-Tel Communications has experienced recent liquidity and funding problems,
and with the consent of its lenders chose to seek Chapter 11 bankruptcy
protection. Allied Capital is working with Net-Tel and its other lenders and
investors to resolve its funding needs.

Allied Capital's $22 million investment represents approximately 1.3% of its
total assets and 2.4% of its total equity capital. Allied Capital believes
that it will achieve earnings of $0.48 per share for the third quarter of
2000, after accounting for any necessary valuation reserve related to Net-Tel.

Allied Capital will release third quarter earnings on Tuesday, October 24,

Allied Capital is a business development company that provides long-term
investment capital to fuel the expansion of growing companies nationwide. The
company's private finance group provides mezzanine debt and equity financing
ranging in size from $5 million to $30 million.  Allied Capital Express, the
company's small business loan program, provides real estate loans of up to $3
million for small businesses online at The
company also participates in the real estate capital markets as an investor in
commercial mortgage-backed securities. The company is headquartered in
Washington, DC and has regional offices throughout the United States.

NETTEL COMMUNICATIONS: Telecommunications Carrier Lay-Offs Now Reach 250
Nettel Communications Inc., The Washington Post reports, which filed for
Chapter 11 in the District of Columbia, listed $155.7 million of liabilities
over $133.5 million of assets.  The current layoffs the company is now
experiencing has reached roughly 250, which Nettel officials refused to
comment more on the situation.  "We just don't have any money anymore," Joe
Heinzen, 24, said he was told by a Nettel executive Friday morning.  Heinzen
had been with the company since July.

PETSEC ENERGY: Interests in Gulf of Mexico Leases Might Be Sold
Petsec Energy Ltd (ASX:PSA) (OTCBB:PSJEY) announced that pursuant to the
agreement its wholly owned subsidiary Petsec Energy Inc. ("PEI") reached with
the unsecured creditors committee, PEI has either sold or signed purchase and
sale agreements for the majority of its leases.

PEI sold its 33% interest in Mustang Island 883 and 100% interest in Mustang
Island leases 748, 749, 795, 797, 940 and 941 to LLOG Offshore Exploration,
Inc. for US$6.375 million. The sale was approved by the Bankruptcy Court
presiding over PEI's Chapter 11 proceedings and was completed on September 25,
2000, with an effective date of August 1, 2000.

PEI will present the purchase and sale agreements, details of which are given
below, to the Bankruptcy Court for approval as initial bids. PEI will also
request that the Bankruptcy Court enter an Order approving certain bid
procedures with respect to each of these agreements so that other interested
bidders may submit higher and better offers to purchase these assets. PEI
expects to conduct a final auction of the assets in early November 2000 if any
competing bids are received. Net proceeds from the sales of PEI's assets will
be distributed to PEI's creditors, Petsec (USA) Inc. (wholly owned by Petsec
Energy Ltd), as equity owner, and certain of PEI's senior management team in
the USA, in accordance with and upon confirmation by the bankruptcy court of a
Plan of Reorganisation.

A purchase and sale agreement has been signed with Apache Corporation for the
sale of Petsec Energy Inc.'s 50% working interest in Main Pass leases 5, 6, 7,
84, 90, 91, 93, 104 and 105, Grand Isle 45, Ship Shoal leases 192, 193 and
194, South Marsh Island 7, and West Cameron leases 237, 543, 544 and 653. The
effective date of the sale is October 1, 2000. The sale price is US$51.2
million. Apache is the operator of the leases.

Purchase and sale agreements have been signed with ATP Oil and Gas in respect
of the West Cameron 461 lease and South Marsh Island 189 and 190 leases. The
purchase prices are US$1,617,000 and US$3,129,000, respectively, each with an
effective date of October 1, 2000.

Purchase and sale agreements have been signed with Stone Energy Corporation in
respect of the South Pelto 22 lease and Vermilion Block 258 leases. The
purchase prices are US$800,000 and US$1,700,000, respectively, each with an
effective date of June 1, 2000.

There are six exploration leases and other miscellaneous assets that are not
subject to the Apache, ATP or Stone agreements, which PEI will market and sell
subject to Bankruptcy Court approval.

PSEUDO PROGRAMS: Broadband Pioneer To Reorganize Business Under Chapter 11
Pseudo Programs, Inc. -- the pioneering, original broadband entertainment
company -- announced that it has filed and will seek to reorganize its
business under the protection of a Chapter 11 bankruptcy proceeding. The
filing was made in the United States Bankruptcy Court for the Southern
District of New York.

The Company, which ceased production of its live, interactive programming and
laid off its 175 person workforce on September 18, 2000, continues actively to
pursue a buyer for its brand of interactive, streaming video entertainment,
its patent-pending operating system and other proprietary software, and its
state-of-the-art Webcasting production facilities.

According to David Bohrman, Pseudo's former CEO, "The decision to shut down
Pseudo's operations was difficult. We developed a brand which became
synonymous with innovative Interactive entertainment and came as close as any
original content company has in defining a new medium that is right for
audiences today and capable of expanding along with tomorrow's projected
broadband growth. Despite tremendous progress, good-faith efforts, the hard
work and creativity of Pseudo's employees, the loyalty of our vendors and a
growing audience base, it was impossible to secure the necessary funding on an
urgent basis to continue in today's difficult market climate."

"The Chapter 11 filing will protect the interests of our many stakeholders and
should ensure that Pseudo's approach to interactive, broadband entertainment
has an opportunity to develop and move forward," Bohrman said. "We believe the
Company has an approach to programming that is both compelling for viewers and
a powerful medium for rich media advertising and sponsorship, as well as a
top-notch technology and production infrastructure backbone that is unrivaled
in the Webcasting industry today.
We are hopeful that this filing will allow Pseudo to live on while allowing us
to further explore opportunities for a potential acquisition."

PSEUDO PROGRAMS: Case Summary and 20 Largest Unsecured Creditors
Debtor: Pseudo Programs, Inc.
         632 Broadway, 2nd Floor
         New York, NY 10012

Chapter 11 Petition Date: October 3, 2000

Court: Southern District of New York

Bankruptcy Case No.: 00-14633

Debtor's Counsel: Chester B. Salomon, Esq.
                   Salomon Green & Ostrow, P.C.
                   485 Madison Avenue, 20th Floor
                   New York, New York 10012
                   (212) 319-8500

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

20 Largest Unsecured Creditors:

Herve de Beublain
11-13 Avenue de Friedland             
75008 Paris, France                     Loan                 $ 1,000,000

Tribune Company
Lisa Wiersma
435 North Michigan Avenue
Chicago,IL 60611                        Loan                 $ 1,000,000

Akamai Technologies, Inc.
500 Technology Square, 5th Fl
Cambridge, MA 02139
(858) 623-8400                          Trade Debt           $ 287,900

Silicon Valley Bank
Doug Marshall
40 William Street
Suite 350
Wellesley, MA 02481
(781) 431-9901                           Bank Loan           $ 270,445

Coudert Brothers
Michael Hagan
1114 Avenue of the Americans
New York, NY 10036-7703
(212) 626-4400                           Legal Services      $ 263,053                         Trade Debt          $ 237,500                          Trade Debt          $ 135,858

Dan Klores Associates, Inc.              Trade Debt          $ 119,332

Siemen's Credit Corp.                    Trade Debt           $ 84,291

Spencer Stuart                           Trade Debt           $ 81,149

Network Engines, Inc.                    Trade Debt           $ 74,274

Mezzina Brown & Partners LLC             Trade Debt           $ 70,000

Microwarehouse                           Trade Debt           $ 51,046

Technisphere Corporation                 Trade Debt           $ 48,113

Morrison Cohen Singer                    Legal Services       $ 47,219

Internet Profiles Corp.                  Trade Debt           $ 44,000

Doubleclick Dart                         Trade Debt           $ 42,074

Peerless Insurance Company               Contract             $ 41,786

BP Air Conditioning Corp.                Trade Debt           $ 41,506

Hixon Design Consultants, Inc.           Trade Debt           $ 40,337

RITE AID: Completes PCS Sale to Advance Paradigm, Proceeds to Pay Down Debt
Rite Aid Corporation (NYSE, PSE: RAD) announced that it has completed the
previously announced sale of PCS Health Systems, Inc., its pharmacy benefits
management company, to Advance Paradigm, Inc. (Nasdaq: ADVP).

In the transaction, Rite Aid received $675 million in cash, $200 million in
senior subordinated notes, and preferred stock in what will be known as
AdvancePCS. The preferred stock will be convertible upon receipt of
stockholder approval into 6.25 million shares of common stock valued at $255
million based on the October 2, 2000 closing price.

Other financial considerations including approximately $200 million for
forgiveness of inter-company debt, $38 million in proceeds from the sale
leaseback of the PCS headquarters building, and $20 million in excess real
estate bring the value of the sale to Rite Aid to approximately $1.4 billion.

"Selling PCS is another step towards a Rite Aid turnaround," said Bob Miller,
Rite Aid chairman and chief executive officer. "Cash proceeds from the
transaction will be used to strengthen our balance sheet by paying down debt.
We believe we're also getting a very valuable asset in the equity investment
we made in AdvancePCS. AdvancePCS is the nation's largest health improvement
company, serving more than one quarter of the U.S. population, and our 15
percent ownership will allow us to continue to benefit from the potential
growth of the pharmacy benefit management industry."

Rite Aid Corporation is one of the nation's leading drugstore chains with
annual revenues of more than $14 billion and approximately 3,800 stores in 30
states and the District of Columbia. Rite Aid owns approximately 15 percent of, a leading online source for health, beauty and pharmacy
products. Information about Rite Aid, including corporate background and press
releases, is available through the company's website at

SAFETY-KLEEN: Seeks First Extension of Removal Period through January 5, 2001
At the Petition Date, Safety-Kleen Corp. and its debtor-affiliates were
parties to lawsuits pending in state and Federal courts across the country.
Pursuant to Rule 9027 of the Federal Rules of Bankruptcy Procedure, the
Debtors ask the Court to extend their 90 day period of time within which they
must decide whether to remove a legal proceeding from the court in which it is
pending to the District of Delaware for resolution.

The Debtors have not had a full opportunity to investigate their involvement
in the Prepetition Lawsuits, and decisions about the appropriate forum in
light of the chapter 11 and CCAA insolvency proceedings would be imprudent at
this early juncture, the Debtors argue.

Accordingly, the Debtors ask that the time within which they must decide
whether to remove any Prepetition Lawsuit be extended to the later to occur
of (a) January 5, 2001, or (b) 30 days after entry of an order terminating
the automatic stay with respect to any particular action sought to be
removed. (Safety-Kleen Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

STELLEX TECHNOLOGIES: Subsidiary Sells Six Subsidiaries to Raise Cash
Stellex Aerostructures, Inc., Wichita reports, seeks to sell
Stellex Precision Machining, Inc., together with five more companies belonging
to its organization. President and CEO of Stellex Aerostructures Bradley Call
says, a sale could be probable in the next three to six months. "It's being
offered as a total group and will not be broken up," Mr. Call added. Stellex
Precision Mining, Inc., is one of the aviation subcontractors included in the
sale, which would add enough cash for its Chapter 11 restructuring.

SUN STATES: A.M. Best Downgrades SSIG Members' Financial Strength Rating to B
A.M. Best Co. has downgraded the financial strength rating of the members of
the Sun States Insurance Group, Atlanta, to B (Fair) from B++ (Very Good). The
downgrade applies to International Indemnity Co., Atlanta, and Queensway
International Indemnity Co., Orlando, Fla.

The downgrade reflects A.M. Best's ongoing concerns regarding Sun States'
weakening balance-sheet strength as well as concern regarding the ongoing
financial support of its parent company, Queensway Financial Holdings.

A review of the group's six-month financial statements, revealed a significant
decrease in the group's policyholders surplus. This decrease was due to the
group's inability to reconcile receivables due from parents, subsidiaries and
affiliates, uncollectable premiums and agents' balances and an unfavorable tax
adjustment. A.M. Best believes that the group's deteriorating capital position
may be further challenged by future balance sheet adjustments and continued
restructuring efforts at its subsidiaries. Furthermore, the group's access to
additional capital remains questionable due to the weakened financial
condition of Queensway Financial Holdings, the ultimate parent.

A.M. Best will be meeting with the management of Queensway Financial Holdings
to review the company's future business strategy and its effect on the ratings
of all operating subsidiaries.

UNITED COMPANIES: Announces Filing of Fourth Plan of Reorganization
United Companies Financial Corporation filed a Fourth Amended Plan of
Reorganization and related Disclosure Statement with the U.S. Bankruptcy
Court.  The Court subsequently approved the adequacy of the Disclosure
Statement.  The Company has been operating under Chapter 11 protection since
March 1, 1999.  (New Generation Research, Inc., 02-Oct-00)

VALU FOOD: Creditors' Committee Agrees to SUPERVALU Settlement Pact
The Creditors Committee of Valu Food and Solo Foods (Baltimore, MD) has
reached an overall settlement with SUPERVALU, which had become the wholesaler
for the failed chains for a relatively short period of time prior to its
Chapter 11 filings. Under the proposed settlement, this week's edition of F&D
Reports' Scrambled Eggs publication reports, SUPERVALU will receive
approximately $200,000 of the funds in the estate and will relinquish its
liens against all property of the Companies and the proceeds derived
therefrom. F&D notes that the settlement is subject to Bankruptcy Court
approval. Further, F&D says, SUPERVALU will withdraw its motion to have the
Chapter 11 Case converted to a Chapter 7 Case and will support a Plan of
Liquidation to be filed by the Creditors Committee, which Plan shall contain a
post-confirmation Litigation Trust to pursue claims against other parties.
Finally, SUPERVALU will retain its approximately $8.1 million deficiency
claim, but will subordinate it to all General Unsecured Creditors, clearing
the way for those creditors to receive more than a token distribution in this
case. The Committee has also obtained the formal consent of the Companies for
the Committee to have the standing to propose, confirm and administer a Plan
of Liquidation.

VENCOR, INC.: Reaches Compromise on Cranbrook Lease Termination Dispute
Vencare Rehab Services, Inc., entered into a 3-year lease agreement with
Cranbrook Realty Investment Fund, L.P., in September, 1999, for office
space located in Dubmlin, California. Vencare posted an $8,066 security
deposit and agreed to pay $1,569 per month in rent. Vencare vacated the
premises on March 16, 2000. Cranbrook asserted all kinds of claims about
how Vencare violated the terms of the Lease. Negotiations followed and
culminated in a Settlement Agreement providing that

    (a) Vencare will pay rent through May 31, 2000;

    (b) Cranbrook will return the Security Deposit; and

    (c) this Settlement will terminate the lease and settle all claims.

With no objection interposed by any party-in-interest, Judge Walrath
approved the Settlement Agreement in all respects. (Vencor Bankruptcy News,
Issue No. 16; Bankruptcy Creditors' Service, Inc., 609/392-0900)

VISION TWENTY-ONE: Divestiture of PPM Business Successful
Vision Twenty-One, Inc. (OTCBB:EYES.OB), announced that it has successfully
completed the divestiture of its physician practice management business
involving optometry and ophthalmology practices. The Company is now in a
position to implement its strategy of principally focusing the Company's
resources and efforts on its managed care business. As a result of the
Company's increased focus on its managed care business, the Company is
evaluating strategic options regarding its ambulatory and refractive surgery
divisions, including the possible sale of these business units. Concurrent
with this shift in the Company's operating focus, the Company announced the
appointment of a new executive management team.

Effective immediately, Mark Gordon, O.D., will serve as Chief Executive
Officer and Andrew Alcorn will serve as President. The Company has also
appointed Richard Jones as Chief Financial Officer, Ellen Gordon as Chief
Operating Officer and Howard Levin, O.D. as Vice President and Clinical
Director. Dr. Gordon and Mr. Alcorn have extensive experience in the managed
care business, having previously served as the head of the Company's MEC
Health Care, Inc. and Block Vision, Inc. subsidiaries, respectively.

Dr. Gordon was the original founder of MEC Health Care, Inc. and has served as
its CEO since 1986. Mr. Alcorn assumed the leadership of Block's managed care
business in 1993 and has served as its president for the past several years.
Ms. Gordon has served as the Chief Operating Officer of MEC Health Care, Inc.
since 1986. Dr. Levin was a founder of MEC Health Care, Inc. and has served as
its Clinical Director since 1986. Mr. Jones joins the Company as its Chief
Financial Officer, after many years of extensive experience as a senior level
financial and operating officer for a number of health care organizations.

Bruce Maller, Chairman of Vision Twenty-One, commented, "The divestiture of
the physician practice management (PPM) business unit was a critical component
of our ongoing restructuring plan. The new executive group has previously been
in charge of two of our most successful operating units. We are confident that
their experience and success in the managed care business will prove
invaluable to the Company and its shareholders as we continue to narrow our
focus to what we do best." Mr. Maller also commented that, "The Company
continues to make good progress in implementing its restructuring plan and is
hopeful to resolve many of its remaining issues over the next several months."

Vision Twenty-One also announced the appointment of Messrs. Gordon and Alcorn
to its Board of Directors as well as Howard Hoffmann and Barbara Hill,
effective immediately. Mr. Hoffmann previously served as the Company's interim
Chief Financial Officer who, along with Mr. Maller, has been instrumental in
designing and implementing the Company's restructuring plan. Mr. Hoffmann is a
partner in the management consulting firm of Nightingale and Associates. Ms.
Hill joins the board with an extensive background in the managed health care
field. Most recently, Ms. Hill served for about 5 years as the President and
CEO of Rush Prudential Health Plan. With these board changes, the Company is
now represented by a five member board including two representatives of the
new executive management team.
The Company's founder and former CEO, Ted Gillette, recently resigned his
officer and board positions in order to pursue other business interests. The
Company expressed its appreciation for Mr. Gillette's contributions to the
restructuring process and wished him well in his new endeavors. Mr. Maller
also thanked the departing board members and welcomed the new directors. Mr.
Maller reinforced his view that the new board will be very focused in
assisting the new management team in executing its business plan.

WASTE MANAGEMENT: Subsidiaries Ink Final Waste Treatment Plans with EPA
Waste Management, Inc. (NYSE: WMI) announced that its subsidiaries, USA Waste
of Virginia, Inc., and King George Landfills, Inc., have signed a Final
Project Agreement with the U.S. Environmental Protection Agency (EPA) and the
Virginia Department of Environmental Quality (DEQ) for waste treatment
projects at the Maplewood Landfill in Amelia County, Va., and the King George
County Landfill in King George, Va.

The "bioreactor" projects are part of the EPA's Project XL program, which
stands for "eXcellence and Leadership."

"This project with the EPA and the Virginia DEQ will provide valuable
information on the use of bioreactors at landfill sites," said A. Maurice
Myers, Chairman and CEO of Waste Management. "The information we gain will be
significant to the EPA and the waste industry as a whole."

The projects will include two different bioreactor techniques. The Maplewood
Landfill will recirculate leachate from the landfill itself, and the King
George Landfill will recirculate leachate plus other liquids such as
stormwater and non-hazardous liquid waste water.

The bioreactor process accelerates the decomposition of municipal solid waste,
or household waste. By using this technique, airspace in a typical landfill
can be increased by 20 to 40 percent, decreasing the need for new landfills.

The Maplewood and the King George County landfills have double-liner systems
that exceed the performance requirements for municipal solid waste landfills
and make them excellent candidates for the bioreactor programs.
Project XL is a national pilot program that allows state and local
governments, businesses, and federal facilities to work with the EPA in
developing innovative strategies to test better or more cost-effective ways of
achieving environmental and public health protection.

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.
Certain statements provided in this release include statements that are
"forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
These statements, and all phases of Waste Management, Inc.'s operations, are
subject to risks and uncertainties, any one of which could cause actual
results to differ materially from those described in the forward-looking
statements. Such risks and uncertainties include or relate to, among other

     - the impact of pending or threatened litigation and/or governmental  
       inquiries and investigation involving the Company.

     - the Company's ability to stabilize its accounting systems and
       procedures and maintain stability.

     - the uncertainties relating to the Company's proposed strategic
       initiative, including the willingness of prospective purchasers to   
       purchase the assets the Company identified as divestiture candidates
       on terms the Company finds acceptable, the timing and terms on which
       such assets may be sold, uncertainties relating to regulatory
       approvals and other factors affecting the ability to prospective
       purchasers to consummate such transactions, including the
       availability of financing and uncertainties relating to the impact of
       the proposed strategic initiative on the Company's credit ratings and
       consequently the availability and cost of debt and equity financing
       to the Company.

     - the Company's ability to successfully integrate the operations of
       acquired companies with its existing operations, including risks and
       uncertainties relating to its ability to achieve projected earnings  
       estimates, achieve administrative and operating cost savings and
       anticipated synergies, rationalize collection routes, and generally
       capitalize on its asset base and strategic position through its
       strategy of decentralized decision making; and the risks and
       uncertainties regarding government-forced divestitures.

     - the Company's ability to continue its expansion through the
       acquisition of other companies, including, without limitation, risks
       and uncertainties concerning the availability of desirable
       acquisition candidates, the availability of debt and equity capital
       to the Company to finance acquisitions, the ability of the Company to
       accurately assess the pre-existing liabilities and assets of
       acquisition candidates and the restraints imposed by federal and
       state statutes and agencies respecting market concentration and
       competitive behavior

     - the effect of competition on the Company's ability to maintain
       margins on existing or acquired operations, including uncertainties
       relating to competition with government owned and operated landfills
       which enjoy certain competitive advantages from tax-exempt financing
       and tax revenue subsidies.

     - the potential impact of environmental and other regulation on the
       Company's business, including risks and uncertainties concerning the
       ultimate cost to the Company of complying with final closure
       requirements and post-closure liabilities associated with its
       landfills and other environmental liabilities associated with   
       disposal at third party landfills and the ability to obtain and
       maintain permits necessary to operate its facilities, which may
       impact the life, operating capacity and profitability of its
       landfills and other facilities.

     - the Company's ability to generate sufficient cash flows from
       operations to cover its cash needs, the company's ability to obtain
       additional capital if needed and the possible default under credit
       facilities if cash flows are lower than expected or capital
       expenditures are greater than expected.

     - the potential changes in estimates from ongoing analysis of site
       remediation requirements, final closure and post-closure issues,
       compliance and other audits and regulatory developments.

     - the effectiveness of changes in management and the ability of the
       Company to retain qualified individuals to serve in senior management

     - the effect of price fluctuations of recyclable materials processed by
       the Company.

     - certain risks that are inherent in operating in foreign countries
       that are beyond the control of the Company, including but not limited
       to political, social, and economic instability and government

     - the potential impairment charges against earnings related to long-
       lived assets which may result from possible future business events.   

     - the effect that recent trends regarding mandating recycling, waste
       reduction at the source and prohibiting the disposal of certain types
       of wastes could have on volumes of waste going to landfills and
       waste-to-energy facilities.

     - the potential impact of government regulation on the Company's
       ability to obtain and maintain necessary permits and approvals
       required for operations.

Additional information regarding these and/or other factors that could
materially affect future results and the accuracy of the forward-looking
statements contained herein may be found in Part I, Item 1 of the Company's
Annual Report on Form 10-K for the year ended December 31, 1999 and in Part I,
Item 2 of the Company's Quarterly Report on Form 10-Q for the three months
ended June 30, 2000.

WAXMAN INDUSTRIES: Case Summary and 20 Largest Unsecured Creditors
Debtor: Waxman Industries, Inc.
         24460 Aurora Road
         Bedford Heights, OH 44146

Type of Business: One of the leading suppliers of specialty plumbing,
                   hardware, and other products to the repair and
                   remodeling market in the United States.

Chapter 11 Petition Date: October 2, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-03815

Debtor's Counsel: Robert J. Dehney, Esq.
                   Morris, Nichols, Arsht & Tunnell
                   1105 N. Market Street
                   P.O. Box 1347
                   Wilmington, DE 19899-1347
                   (302) 658-9200

Total Assets: $ 33,497,524
Total Debts : $ 103,077,387

20 Largest Unsecured Creditors:

Huntington National Bank,
  Indenture Trustee                Indenture Trustee
Francis Lamb                       for Waxman
P.O. Box 5065                      Industries Inc.
Cleveland, Ohio 44101              12 _% Deffered
(216) 515-6662                     Coupon Notes            $ 92,797,000

Congress Financial Corporation
Cindy Denbaum
1133 Avenue of the Americas
New York, NY 10036                Guarantor of
(212) 545-4558                     bank debt                $ 8,258,865

Donaldson, Lufkin & Jenrette
Tim Flynn
2121 Avenue of the Stars
Fox Plaza                                                     
Los Angeles, CA 90067             Investment banking          
(310) 282-5519                     & advisory services        $ 588,000

Houlihan Lokey Howard & Zukin     Professional Services       $ 175,000

Bowne                             Annual Reports              $ 19,500

Milbank, Tweed, Hadley & McCloy   Professional Services        $ 15,000

The Altman Group, Inc.            Services-Voting Agent        $ 10,000

The Illuminating Company          Utilities-Electricity         $ 8,000

On-Site Services                  Computer Consulting           $ 6,000

CompuPlus                         Computer Consulting           $ 4,000

American Express                  Credit Card                   $ 3,000

TWI International Taiwan, Inc.    Interest Payment              $ 2,500

The Robins Companies              Consulting                    $ 2,500

Beechmont Country Club            Business Entertainment
                                    Expense                      $ 2,500

Global Crossing                   Telecom-local and
                                    long distance                $ 2,500

DiMarco Mechanical                HVAC                            $ 800

Dr. Barbara Kaufman               Medical Bills                   $ 600

Boise Cascade                     Office Supplies                 $ 400

Division of Water                 Utilities-Water                 $ 400

Benesch, Friedlander              Professional Services           $ 332


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

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

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

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


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Troubled Company Reporter is a daily newsletter, co-published by Bankruptcy
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Debra Brennan, Yvonne L. Metzler, Ronald Ladia, Zenar Andal, and Grace Samson,

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

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