TCR_Public/001009.MBX              T R O U B L E D   C O M P A N Y   R E P O R T E R

                 Monday, October 9, 2000, Vol. 4, No. 197
  
                                Headlines

BOO.COM: Defunct Internet Site Slated To Re-Launch on October 30, 2000
CHIPSHOT.COM: California-based Golf E-Tailer Files Chapter 11 in San Jose
CITY BREWING: Judge Perlich May Put Brewery Up for Auction
CMS ENERGY: Moody's Places Debt Securities Ratings On Review For Downgrade
CREDITRUST: Merges With NCO Group and Shareholders Will Receive $17-$20M

DRYPERS CORP: Moody's Downgrades 10.25% Senior Unsecured Notes To Ca Rating
ELDER-BEERMAN: For September, Total Sales Up but Comp Store Sales Down
FACTORY DIRECT: Faces Complaints, Store Closures and Considering Bankruptcy
FIRST ALLIANCE: Faces Seven-Count Complaint from Federal Trace Commission
FRUIT OF THE LOOM: Court to Consider if Pro Player Fraud Will Go Forward

GC COMPANIES: Summit Park 6 Cinema in Wheatfield Suffers Closing Ripple
GE CAPITAL: Fitch Cuts Rating On Home Equity Loan Pass-Through Certificates
GENESIS/MULTICARE: MultiCare Committee Seeks To Employ Chanin As Advisor
GENOIL INC: Subsidiary, CE(3) Technologies, Placed into Receivership
GLOBAL OCEAN: Disclosure Statement for New Plan to be Considered on Oct. 30

GRAHAM FIELD: Judge Walrath Extends Exclusive Period through Nov. 6
GRAND UNION: Case Summary and 20 Largest Unsecured Creditors
GREATE BAY: Modified 5th Amended Plan of Reorganization Takes Effect
HARNISCHFEGER INDUSTRIES: Beloit Committee Employs Morris as Local Counsel
JOAN & DAVID: New England Development Offers $16MM+ for Retailers Assets

LOEWEN GROUP: Debtors Suspect Former Operator Didn't File Tax Returns
ORBCOMM GLOBAL: Sale of Vantage Tracking Unit To Raise Cash
OWENS CORNING: Fitch Downgrades Senior Ratings To D After Bankruptcy Filing
OWENS CORNING: Moody's Junks All Ratings After Chapter 11 Bankruptcy Filing
PSEUDO PROGRAMS: Seeks Court Approval for Employee Retention Bonus Program

REALTY WORLD: Real Estate Broker Files Chapter 11 in Santa Ana, Ca.
SAFETY-KLEEN: Applies to Employ Zevnik Horton As Special Insurance Counsel
TOKHEIM CORPORATION: Delaware Court Confirms Prepackaged Financial Plan
TOMAHAWK II: Case Summary and 20 Largest Unsecured Creditors
VENCOR, INC.: Agrees to Lift Stay for Wrongful Death Claimants

* Bond pricing for the week of October 9, 2000

                                *********

BOO.COM: Defunct Internet Site Slated To Re-Launch on October 30, 2000
----------------------------------------------------------------------
boo.com will be back in action on Monday, 30 October 2000.  The new boo.com
will be one of the first sites to harness the power of the Internet to
create an online community of people who are passionate about style for
every aspect of their lives.

This powerful, trend-setting, youthful 18-to-30-year-old demographic group
will have the ability, through the medium of boo.com, to create and drive
style trends through near real-time postings on boo.com's message boards,
chat rooms, surveys and polls -- the boo.com "community."

"The premise of the new boo.com is an unbelievably exciting one," says Kate
Buggeln, President of boo.com. "Visitors will be able to use boo.com as the
medium to identify, mold and drive trends organically."

Buggeln continues: "In recent months, we've had on- and off-line
conversations with past and future boo.com visitors. It is clear that the
boo.com community thrives on the exchange of dialogue about individual
style and opinion. On the new boo.com this will allow for the evolution of
trends and ideas in the world of fashion and lifestyle. We're creating a
virtual party where the famous, infamous and anonymous can interact with
impunity."

boo.com items will be featured on the site in the following
classifications: walk, wear, adorn, care, give and play. Chosen by
boo.com's Global Style Director with suggestions from the network of
boo.com style-scouts and style-hunters, the assortment will contain
approximately 250 items. The boo.com community can purchase these items
through links to e-commerce sites that sell these products. Each week, the
product selection will evolve, with new boo.com items appearing. In
addition, hyper-links to an elite selection of boo-tiques will add an
additional 50 to 60 items for shoppers to choose from.

Style icon, Miss boo will be returning to her post as virtual shopping
assistant, providing kicky, irreverent product commentary in related
dialogue boxes consumers will see when perusing each item. In addition,
Miss boo will regularly post entries to her online diary, describing the
places she's been, the things she's seen and the products she's bought.
boo.com intends to generate revenues through advertising, product sales and
licensing and eventual data aggregation (B-to-B). Advertising opportunities
include sponsorship of specific pages, product launches and community
sections (Miss boo's diary) reaching boo.com's highly desirable demographic
groups.

Capitalizing on the desirable boo.com name, private label merchandise will
be developed through partnerships with designers, manufacturers and
specialty retailers, addressing the trends originating on boo.com and
boo.com user preference. The boo.com name will also be licensed for the
purpose of producing fashion merchandise to be sold directly to the user
community and off-line in specialty shops.

boo.com is a division of fashionmall.com, Inc. (Nasdaq: FASH), having been
acquired in June 2000, upon the original boo.com's liquidation.
fashionmall.com, Inc. operates vertical portals focused on fashion,
accessories, footwear, beauty and related lifestyle products, and generates
revenue through advertising, sponsorship and slotting fees. Established in
1994, the firm's properties include http://www.boo.com,
http://www.fashionmall.com,http://www.outletmall.comand  
http://www.styleexperts.com.


CHIPSHOT.COM: California-based Golf E-Tailer Files Chapter 11 in San Jose
-------------------------------------------------------------------------
After experiencing a cash infusion months ago, Golf e-tailer Chipshot.com
has filed for bankruptcy protection under Chapter 11, PGA.com reports. The
company filed on Sept. 28 in the U.S. Bankruptcy Court for the Northern
District of California in San Jose. The Sunnyvale, Calif.-based
Chipshot.com sells its own line of custom-fit clubs together with branded
equipment and clothing. For more information visit the Web site at
http://www.chipshot.com.


CITY BREWING: Judge Perlich May Put Brewery Up for Auction
----------------------------------------------------------
In a recent court hearing, The Associated Press reports, Judge John Perlich
ruled that the financially challenged City Brewery could be nearing
foreclosure.  The brewery was in default of a $4.5 million loan from
Congress Financial of Chicago in August.  Perlich found that the redemption
period was waived upon renegotiating terms of the loan with Congress.
Perlich was dissatisfied with the contract, "not the most brilliantly
drafted document in the world, but it's not my job to redraft it or run the
brewery or save jobs."  Brewery President Randy Smith said, local investors
are almost done negotiating with creditors to buy the brewery.  Mr. Smith
added, that the group preferred to acquire it directly from Congress.


CMS ENERGY: Moody's Places Debt Securities Ratings On Review For Downgrade
--------------------------------------------------------------------------
Moody's Investors Service is commencing a review for possible downgrade of
CMS Energy Corporation's debt securities ratings (senior unsecured Ba3). In
addition Moody's is assigning a Ba3 rating to the company's anticipated
offering of $350 million in senior notes and incorporating that issue in
the review. CMS has just announced two major initiatives to raise cash to
reduce its substantial debt burden, a stock sale and an initial public
offering of 50% of its oil and gas subsidiary. While the company expects
proceeds from these initiatives to reach $800 million and intends to use
the proceeds to reduce parent level balance sheet debt, the double-digit
earnings growth objective, articulated by the company and which forms the
underlying foundation for its business strategy, could continue to hamper
its financial balance sheet restructuring efforts longer term. At June 30,
2000, approximately $4.2 billion of CMS's consolidated debt of $7.9 billion
was held at the parent level. Debt-like hybrid preferred securities bring
the total of parent fixed income obligations to $5 billion.

As the company's expansion strategies have been implemented, Moody's has
expressed concern over CMS's reliance on debt financing at the parent
company level and the debt's relatively short tenors. CMS's exposure to
rollover risk has risen as the highly-leveraged, large investments of
recent years have not met financial objectives. A substantially drawn $1
billion bank facility matures in June, and the coverage ratio that measures
parent liquidity has been very tight over several quarters. The parent's
principal sources of liquidity beyond additional borrowings are the
dividend flows from its subsidiaries, followed by deferral of the hybrid
preferred dividends.

The review will focus on CMS's ability to execute its stated initiatives,
whether their effect will be sufficient to reverse the shrinking liquidity
at the parent, and how the pressures of the company's debt burden will be
reduced beyond these first steps. The parent's payments of financial
instrument obligations, interest payments and dividends, exceeded dividends
received from subsidiaries in 1999 by $100 million. Through the first six
months of 2000, the ongoing investment and the need to fund this gap
absorbed all the proceeds from an asset sales program that was first
announced in October 1999 and later expanded in February 2000. According to
the second quarter 10-Q, proceeds of the program were $860 million by
August, although parent debt at the end of the second quarter was virtually
unchanged from year-end 1999. The review will examine how CMS will apply
the proceeds of future asset sales to debt reduction and still meet a
smaller, but still substantial non-utility capital budget. Moody's focuses
much less on consolidated ratios as they can mask liquidity issues at the
parent.

CMS announced its first major plan to address its parent financial leverage
burden in October 1999 and a second plan in February. It has a history of
not meeting consolidated leverage reduction targets, including those
established as recently as February. The company has evaluated a variety of
alternatives, none of which is without drawbacks. Moody's views those
chosen as the most advantageous among the choices, but they may not be
sufficient to arrest the decline from a Ba3 profile. However, by
incorporating an equity sale the company has replaced the senior cash
obligation of interest with a smaller secondary dividend obligation.
Nonetheless the stock sale limits the company's ability to use a dividend
reduction as a means to conserve internal cash over the foreseeable future.
The company seemed to have been willing to take this difficult measure as
Moody's had assumed when the February plan was announced, but has clearly
backed off this alternative.

The outlook on Consumers Energy ratings, senior secured at Baa3, has been
changed to stable to reflect concern for the insulation of Consumers from
the liquidity challenges of the parent. Nonetheless, the Federal Power Act
does generally limit the ability to upstream Consumers' capital from
retained earnings. Additionally, the company has stated it does not intend
to substantially leverage Consumers. Moody's believes that if a more
aggressive financing strategy then that currently indicated by Consumers
were introduced, restructuring efforts would be significantly hampered.
Moody's also placed a negative outlook on the Baa3 rated senior unsecured
debt of the company's other major subsidiary, Panhandle Eastern Pipe Line.
While Panhandle's debtholders continue to benefit from covenants in its
indenture which require minimum interest coverage and capitalization tests,
Panhandle has increased the amount of cash advances it sends to CMS
Capital, the parent's financing conduit, in addition to its payment of
regular dividends to CMS directly. CMS is managing availability on its bank
facility to assure that subsidiary advances, which are subject to 1 day
recall, are adequately covered. Moody's will continue to evaluate the
degree of firm insulation that the operating subsidiaries might have from
the parent company's cash requirements.

CMS Energy Corporation is a utility holding company based in Dearborn,
Michigan. Its primary operating subsidiaries are Consumers Energy, a
regulated utility serving electric and gas customers in western Michigan,
and Panhandle Eastern Pipe Line, an interstate natural gas pipeline system
stretching from the Gulf coast through the upper Midwest.


CREDITRUST: Merges With NCO Group and Shareholders Will Receive $17-$20M
------------------------------------------------------------------------
NCO Group Inc. (Nasdaq: NCOG), a leading provider of accounts receivable
management services, announced that it plans to create a separate public
company that will focus on the purchase and management of delinquent
accounts receivable portfolios. The new company will be called NCO
Portfolio Management, Inc. (proposed symbol "NCOP"). NCO Group, Inc. also
announced that NCO Portfolio Management, Inc. has entered into an agreement
to acquire Creditrust Corporation (Nasdaq: CRDTQ), an information-based
purchaser, collector and manager of delinquent accounts receivable
portfolios. Under the terms of the agreement, Creditrust shareholders will
receive approximately $17-$20 million dollars in NCO Portfolio Management,
Inc. stock, subject to certain adjustments that may occur as a result of
the resolution of Creditrust's bankruptcy.  Additionally, NCOG will be the
exclusive servicer of the portfolios owned and managed by NCO Portfolio
Management, Inc. through its servicing subsidiary, NCO Financial Systems,
Inc.

Michael J. Barrist, NCOG's Chairman and CEO, stated, "NCOG's dominant
position in the accounts receivable outsourcing marketplace allows us
access to many debt purchase opportunities. When this advantage is combined
with the advantage provided by having the largest collection infrastructure
in the world, you create a business model that is only constrained by
experience and capital. We began expanding our presence in the purchased
accounts receivable marketplace approximately 18 months ago and committed
to our investors that we would not exceed $25 million of capital invested
in the debt purchase market. To date, our experience has been extremely
successful.

"We have spent several months analyzing strategic alternatives that would
allow us to expand this business without deviating from our invested
capital limit. Creditrust brings an established portfolio, as well as a
skilled workforce to this transaction and it allows us to create the
perfect vehicle to move forward in this business. New investors will have
the opportunity to allocate their investment between a business services
company and a company that purchases delinquent accounts receivable
portfolios. Our existing NCOG shareholders will benefit from the accretion
of the additional servicing revenue opportunities as well as NCOG's
ownership interest in the new company."

Joseph K. Rensin, Creditrust's Chairman and CEO said, "Creditrust's
experience in the accounts receivable purchasing market and its significant
account base will be able to grow and fully develop under this new
arrangement. We believe that our shareholders, employees, lenders, and
creditors will be the beneficiaries of this transaction."
Highlights of the proposed transactions, which are subject to several
contingencies including resolution of the Creditrust bankruptcy, are
expected to be as follows:

       -- The new company will be named NCO Portfolio Management, Inc.

       -- The proposed ticker symbol for the new entity will be NCOP.

       -- Upon closing the acquisition, NCOG will own approximately 55 to
          60 percent of the new entity for a capital investment of
          $25.0 million.

       -- Existing Creditrust shareholders will receive fully registered
          shares in the new company in a tax-free exchange.  The new company
          will utilize a bankruptcy exemption that will allow it to avoid
          the time, expense, and uncertainty of an initial public offering.

       -- A condition of the acquisition is that the new company will obtain
          its own financing.  A portion of this financing will be utilized
          to fund the Creditrust plan of reorganization, and the remainder
          will be utilized for the purchase of additional delinquent
          accounts receivable portfolios and general working capital.

       -- The acquisition will not create goodwill on the books of NCO
          Portfolio Management, Inc. or NCOG.

       -- The new company will have a five-member board of directors, with
          NCO Group appointing three of the directors.  Michael J. Barrist
          will be chairman, CEO and interim president of the company.

       -- As a condition of the transaction, Creditrust must obtain
          bankruptcy court approval of its merger agreement with NCO
          Portfolio Management and its plan of reorganization.  The plan
          requires settlement of any claims and disputes with its
          securitized bondholders, settlement of outstanding litigation, and
          provides for the payment of its unsecured creditors in full.

       -- As a condition of the transaction, NCOG, through its servicing
          subsidiary NCO Financial Systems, Inc., will enter into a ten year
          contract with NCO Portfolio Management whereby NCOG will be the
          exclusive servicer of all portfolios owned and managed by NCO
          Portfolio Management, Inc., including all portfolios currently
          serviced by Creditrust, and NCOG will refer all purchase
          opportunities in the U.S. to NCO Portfolio Management, Inc.  NCOG,
          through its servicing subsidiary NCO Financial Systems, Inc., will
          offer employment to the majority of Creditrust employees.

       -- The new company will maintain a small infrastructure to  
          underwrite, purchase and manage its portfolios.

       -- Other contingencies include approval by NCOG's lender and required
          governmental approvals including Hart-Scott-Rodino.


DRYPERS CORP: Moody's Downgrades 10.25% Senior Unsecured Notes To Ca Rating
---------------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Drypers Corporation's
$145 million of 10.25% senior unsecured notes, due 2007 to Ca from Caa1.
Concurrently, Moody's lowered the company's senior implied rating to Caa1
from B3. The ratings outlook remains negative.

The ratings action follows Drypers' likely default under its credit
agreement stemming from its failure to make licensing payment to the
Proctor & Gamble Company (P&G) as required under current licensing
agreements, as alleged in one of two lawsuits filed by P&G against Drypers.
The other lawsuit alleges that Drypers infringed on patents owned by P&G.
In addition, management also expects that poor operating performance in the
third quarter will result in financial covenant defaults under the
company's credit facilities. As a result of these issues, the company is
consulting with an investment bank to explore strategies to deal with
current liquidity problems, which could potentially include a court-
supervised financial restructuring of the company.

Total debt of approximately $218 million and EBITA of $23 million for the
LTM ended June 30, 2000 results in a Debt-to-EBITA of 9.5 times (6.7x Debt-
to-EBITDA). The ratings outlook is negative pending the outcome of a
restructuring and its potential effect on note holders; the current ratings
take into account the potential for losses.

Headquartered in Houston, Texas, Drypers Corporation manufactures and
markets disposable baby diapers, training pants, and pre-moistened baby
wipes.


ELDER-BEERMAN: For September, Total Sales Up but Comp Store Sales Down
----------------------------------------------------------------------
The Elder-Beerman Stores Corp. (Nasdaq:EBSC) announced its sales results
for the five-week period ended September 30, 2000.

September total department store sales increased 0.4 percent to $55.9
million compared to the same period last year. On a comparable store basis,
sales for Elder-Beerman department stores decreased 1.8 percent versus the
same period last year. The best performing businesses in September were
ladies' coats, cosmetics, denim in all categories of business and
furniture.

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

(dollars in millions)                       SEPTEMBER(a)
                             ------------------------------------------
                              2000      1999       Total     Comparable
                             Sales     Sales       Sales        Sales  
(unaudited)                                      Change(b)     Change
                             -----     -----      ---------  ----------
The Elder-Beerman
  Stores Corp.               $55.9     $55.7        0.4%        (1.8%)


(dollars in millions)                      YEAR TO DATE(a)
                             ------------------------------------------
                              2000      1999       Total     Comparable
                             Sales     Sales       Sales        Sales  
(unaudited)                                      Change(b)     Change
                             -----     -----      ---------  ----------
The Elder-Beerman                                             
  Stores Corp.              $376.7    $370.0        1.8%        (1.1%)


(a) All sales figures exclude leased department sales.

(b) Percentages may not correspond to the sales figures shown due to
     rounding of sales figures.


FACTORY DIRECT: Faces Complaints, Store Closures and Considering Bankruptcy
---------------------------------------------------------------------------
Sarasota flooring firm Factory Direct Interiors, closed all of its stores
and in considering filing for bankruptcy protection under Chapter 11, The
Herald-Tribune reports.  President John Linneman says he isn't planning to
reopen and will complete pending contracts.  Factory, which faces nearly
300 complaints, is currently under investigation conducted by Stephen
Iglesias, an assistant attorney general of Economic Crimes Division.
Factory's attorney, Andre Perron, denies that the investigation was the
cause of the bankruptcy and announced:

"Factory Direct Interiors, as a result of supply problems and adverse
publicity based on unwarranted claims, has elected to seek protection under
United States bankruptcy laws. Factory Direct Interiors will make every
effort to respond to its customers at the earliest possible time."

Factory Director has 12 stores from Tampa to Fort Myers. The company's
corporate headquarters is at 1507 Mango Ave. in Sarasota. Factory Direct
has two stores in Sarasota, one in Bradenton, one in Venice and one in Port
Charlotte.


FIRST ALLIANCE: Faces Seven-Count Complaint from Federal Trace Commission
-------------------------------------------------------------------------
First Alliance Corp., has been charged by U.S. regulators with deceiving
home-equity loan borrowers. The Federal Trade Commission filed a seven-
count complaint in U.S. District Court in Santa Ana, charging First
Alliance with violating the Truth in Lending Act and the Federal Trade
Commission Act. The FTC also named First Alliance Mortgage Co., a
Minnesota-based subsidiary. The agency alleges First Alliance used direct
mail and telephone calls to target customers with poor credit histories who
might have trouble getting conventional home financing. The company failed
to give them accurate information about the costs and terms of their loans,
according to the documents. (New Generation Research, Inc., 05-Oct-00)


FRUIT OF THE LOOM: Court to Consider if Pro Player Fraud Will Go Forward
-----------------------------------------------------------------------
Ki Young Lee was the majority shareholder in Daniel Young Inc., a privately
held sportswear apparel firm. Its success drew the attention of Fruit of
the Loom, which purchased Daniel Young for $42,500,000 on August 5, 1995.
Mr. Lee received $25,500,000. Fruit of the Loom changed the name of the
business to Pro Player.

According to Robert J. Dehney, Esq., of Morris, Nichols, Arsht & Tunnell,
Pro Player agreed to pay Mr. Lee up to $15,700,000 if Pro Player reached
predetermined sales and earnings targets. Debtors' obligation to Mr. Lee,
if earned, was secured by an irrevocable letter of credit for $10,000,000
(No.L152581) from the Bank of Nova Scotia. It provided for two separate
draws of $5,000,000 each.

For 1998, Mr. Lee says he performed all material obligations and the Pro
Player division achieved the targets necessary for a bonus payment. Fruit
of the Loom, Mr. Lee charges, without notice, locked Mr. Lee out of his
office in August and terminated him for cause in September. Mr. Lee claims
he is owed the bonus payment.

On October 8, 1998, Pro Player filed suit in U.S. District Court in New
Jersey against several defendants, including Mr. Lee, alleging fraud,
misrepresentation, breach of fiduciary duty and violation of the Federal
Racketeering Influenced and Corrupt Organizations Act.

On July 24, 1999, Mr. Lee attempted to draw on the letter of credit for
$5,000,000. On July 28, the New Jersey District Court placed a temporary
restraining order on Mr. Lee prohibiting the draw. At an August 6 hearing
in front of Judge Dennis M. Cavanaugh, the parties consented to a new
restraining order with the understanding that expedited discovery was
available to Mr. Lee and Fruit of the Loom would extend the letter of
credit.

However, on December 29, 1999, Fruit of the Loom filed for bankruptcy
without notice. Mr. Dehney alleges that Fruit of the Loom "stood mute" as
Judge Cavanaugh scheduled the next hearing date for January 20, 2000. The
Judge cancelled the scheduled hearing until resolution of the bankruptcy
proceedings. Mr. Lee appealed the decision but was tossed aside like a worn
sock. District Judge William G. Bassler held that:

    (i) further actions against Debtor are stayed while FTL's reorganization
        proceeds in Bankruptcy Court;

   (ii) Mr. Lee's motion to dissolve the restraining order is denied; and

  (iii) the Debtors' action against Mr. Lee may proceed.

Mr. Lee requests an order from Judge Walsh granting him relief from the
automatic stay to continue litigating his claims against FTL. Mr. Lee does
not seek relief to execute on any property of Debtor or their estate in the
event that judgment in the action is granted in his favor.

Mr. Dehney argues that since Fruit of the Loom has taken action against Mr.
Lee while simultaneously proceeding with the reorganization process, the
firm is not concerned nor burdened by pursuit of dual legal matters. In re
Pursuit Athletic Footwear, 193 B.R. at 718-719. In addition, permitting
Fruit of the Loom to pursue its case while prohibiting Mr. Lee from doing
so allows Debtor to use the Bankruptcy Court as both sword and shield.
"Where a debtor seeks affirmative relief on a plaintiff in a lawsuit then
invokes the protection of the automatic stay on a counterclaim, the
situation warrants very careful scrutiny." First National Bank of Boston v.
Overmyer, 32 B.R. 597, 601 (Bankr. S.D.N.Y. 1983).

Considering the parties' arguments, Judge Walsh granted Mr. Lee's request
for modification of the stay.

No sooner was that ruling issued, and the Debtors returned to Court saying
that Mr. Lee had other tricks up his sleeve. The Debtors state that there
now significant confusion among the parties regarding the relief granted by
Judge Walsh to Mr. Lee. Since the hearing, Mr. Lee has argued that the
previously granted relief should be expanded beyond that anticipated by
Fruit of the Loom. J. Kate Stickles Esq., at Saul, Ewing, Remick & Saul,
reminds Judge Walsh that her client consented to actions towards judgment
but not to any "attempt to collect against the assets or property of the
estate." (Hearing Tr. 72 and 73).

For example, Mr. Lee asserts that he should be granted priority interest to
Fruit of the Loom funds deposited in the Court of Registry at the New
Jersey District Court, senior to all other pre-petition creditors. He also
wants to exercise interim remedies against the funds before any
determination of entitlement or distribution is made. Ms. Stickles argues
that the funds are the property of Fruit of the Loom and subject to
exclusive jurisdiction of the Bankruptcy Court. Mr. Lee's prior motions
expressly disclaimed interest in exerting control over the estate. The
previous Court ruling granted only limited relief to Mr. Lee. Neither
Debtor nor the Court contemplated that Mr. Lee would attempt to execute
against the funds held in the Court of Registry.

The Debtors make it clear to Judge Walsh that they consent to an order
granting relief from the automatic stay, enabling Mr. Lee to prosecute his
counterclaims. However, they also want it made clear that Mr. Lee is
enjoined from executing against the funds held in the Court Registry. If
this is not made clear, Ms. Stickles postulates, Mr. Lee will try to step
in front of other creditors and remove value from the estate. (Fruit of the
Loom Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


GC COMPANIES: Summit Park 6 Cinema in Wheatfield Suffers Closing Ripple
-----------------------------------------------------------------------
After recently closing 24 unprofitable theaters, General Cinema Corp.
closes its Summit Park 6 Cinema in Wheatfield, considered thrice in two
years, The Buffalo News reports.  Aside from notifying SEC that the theatre
chain eyes several options, filing for bankruptcy protection was one of it.
"We announced that we were looking to close or sell some locations," said
Brian Callaghan, a Boston-based spokesman for the theater chain.
"Competition has been tough on everyone with the megaplex building boom
that we've seen over the past five years."

Summit Park opened initially started with opening up two screens back in
1973. The complex had six screens in 1985. There are three full-time and 16
part-time workers. Callaghan added, that one full-time employee will be
relocated to another location.


GE CAPITAL: Fitch Cuts Rating On Home Equity Loan Pass-Through Certificates
---------------------------------------------------------------------------
Fitch lowers the ratings of the following GE Capital Mortgage Services,
Inc., home equity loan pass-through certificates:

    -- Series 1996-HE4 class B2 from 'BB' Rating Watch Negative to 'CCC'
        Rating Watch Negative.

    -- Series 1997-HE1 class B2 from 'BBB' Rating Watch Negative to 'CCC'
        Rating Watch Negative and class B3 from 'B' Rating Watch Negative to
        'D'.

    -- Series 1997-HE2 class B3 from 'B' Rating Watch Negative to 'CCC'
        Rating Watch Negative.

    -- Series 1997-HE4 class B4 from 'B' to 'CCC' Rating Watch Negative.

In addition the following classes are put on Rating Watch Negative:

    -- 1996-HE4 class B1, 1997-HE1 class B1, 1997-HE2 class B2 and 1997-HE4
        class B3

Original credit enhancement levels for the 1996-HE4 certificates were 3.00%
and 1.75% for the classes B1 and B2, respectively. As of the September
remittance period, the credit enhancement levels were 3.45% and 0.16% for
the classes B1 and B2, respectively. Cumulative losses on the underlying
collateral equal to $3,326,331, or 1.51% of the original collateral
balance.

Original credit enhancement levels for the 1997-HE1 certificates were
3.00%, 1.75% and 1.10% for the classes B1, B2 and B3, respectively. As of
the September remittance period, the credit enhancement levels were 3.85%,
0.93% and 0.00% for the classes B1, B2 and B3, respectively. Cumulative
losses on the underlying collateral equal to $2,348,216, or 1.19% of the
original collateral balance.

Original credit enhancement levels for the 1997-HE2 certificates were 2.50%
and 1.50% for the classes B2 and B3, respectively. As of the September
remittance period, the credit enhancement levels were 2.92% and 0.51% for
the classes B2 and B3, respectively. Cumulative losses on the underlying
collateral equal to $2,936,116, or 1.20% of the original collateral
balance.

Original credit enhancement levels for the 1997-HE4 certificates were 1.50%
and 0.75% for the classes B3 and B4, respectively. As of the September
remittance period, the credit enhancement levels were 1.94% and 0.54% for
the classes B3 and B4, respectively. Cumulative losses on the underlying  
collateral equal to $792,467, or 0.43% of the original collateral balance.

Fitch's rating actions reflect the likelihood of loss to the referenced
classes, given the performance to date and the outstanding 90+ day
delinquent loans, including loans in foreclosure and REO.

Fitch will continue to closely monitor the performance of these
transactions.


GENESIS/MULTICARE: MultiCare Committee Seeks To Employ Chanin As Advisor
------------------------------------------------------------------------
The Official Committee of Unsecured Creditors of The MultiCare Companies,
Inc., sought and obtained the Court's authority to retain Chanin Capital
Partners as its financial advisors, pursuant to 11 U.S.C. Sections 328 and
1103(a) of the Bankruptcy Code, and Rule 2014 of the Bankruptcy Rules.

The Committee submits that it needs a financial advisor to assist it in
the evaluation of the Debtors' businesses during these Chapter 11 cases
and Chanin has been selected for its experience and expertise in providing
financial advisory services in chapter 11 cases, and its familiarity with
the Debtors' business. The Committee believes that Chanin is well
qualified and uniquely able to provide financial advisory services to them
in the Multicare cases in an efficient manner.

Chanin will provide the Committee with financial advisory services
including:

(1) Analysis of the Debtors' operations, business strategy, and competition
      in each of its relevant markets as well as an analysis of the industry
      dynamics affecting the Debtors;

(2) Analysis of the Debtors' financial condition, business plans, operating
      forecasts, management, and the prospects of its future performance;

(3) Financial valuation of the ongoing operations of the Debtors;

(4) Assistance in developing, evaluating, structuring and negotiating the
      terms and conditions of a potential recapitalization, including the
      value of the securities, if any, that may be issued to the Committee
      under a plan of reorganization;

(5) Analysis of potential divestitures of the Company's operations; and


(6) Other and further financial advisory services with respect to the
      Debtors, including valuation, general restructuring and advice with
      respect to financial, business and economic issues, as may arise
      during the course of the Multicare Chapter 11 cases as requested by
      the Committee.

As set forth in the Declaration of Senior Vice President at Chanin, Mr.
Eric Scroggins, Chanin was engaged by the prospective Debtors to represent
an ad-hoc committee consisting of four holders of Multicare's 9% Senior
Subordinated Notes due 2007 in connection with restructuring negotiations
with the Debtors. Chanin and the Ad-hoc Committee have agreed that,
effective July 11, 2000, the Firm will no longer represent it in this
matter but will represent only the Committee. In connection with the
Debtors' engagement of Chanin to represent the Ad-hoc Committee, the
Debtors had agreed to pay Chanin's fees and expenses in connection with
this representation. Chanin incurred $250,000 in fees and $21,583.36 in
expenses representing the Ad-hoc Committee. Prior to the commencement of
these cases, the Debtors paid Chanin these amounts in full.

As disclosed in the Scroggins Declaration and as set forth above, Chanin
or its professionals may have from time to time provided and may continue
to provide various services to certain of the Debtors' creditors or other
parties in interest in matters unrelated to these Chapter 11 cases. The
Committee submits that these matters have no bearing on the services for
which Chanin is to be retained in these cases.

The Committee submits that Chanin has no connection with, and holds no
interest adverse to, the Debtors, their estates, their creditors, or any
party in interest, or their respective attorneys.

Chanin will be paid a Monthly Advisory Fee of $100,000. In addition,
Chanin will receive a restructuring transaction fee of $625,000, payable
on, and subject to, the effective date of a plan of reorganization. Fifty
percent of the Monthly Advisory Fees paid after the ninth month following
July 11, 2000 will be credited to the Transaction Fee. In addition, Chanin
will seek reimbursement for reasonable expenses.

Chanin has advised the Committee that investment banking firms do not as a
general practice keep detailed time records similar to those customarily
kept by attorneys, and represents that it does not have the systems and
procedures in place to follow the timekeeping practices generally followed
by attorneys who regularly practice before this Coup. Nevertheless, as the
United States Trustee has proposed with respect to Chanin in another case
pending in this District, Chanin has agreed to provide time records in a
streamlined or summary format, which shall set forth a description of the
services rendered by each professional and the aggregate amount of time
spent by such individual in rendering services to or on behalf of the
Committee. (Genesis/Multicare Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GENOIL INC: Subsidiary, CE(3) Technologies, Placed into Receivership
--------------------------------------------------------------------
Genoil Inc. (CDNX:GNO) announces that CE(3) Technologies Inc., a wholly-
owned subsidiary of Genoil, has been placed in receivership by the Court of
Queen's Bench in Edmonton, Alberta as a result of debt owing by CE(3) to
its trade creditors. PriceWaterhouseCoopers has been appointed receiver.
     
Genoil continues to carry on business as usual and is a secured creditor of
CE(3).
    
Genoil also announces that it has completed the issuance of nine million
common shares of Genoil to former shareholders of CE(3). This transaction
was previously announced by press release dated June 12, 2000 and received
final approval from the CDNX on September 28, 2000.

The Canadian Venture Exchange has neither approved nor disapproved the
information contained herein.


GLOBAL OCEAN: Disclosure Statement for New Plan to be Considered on Oct. 30
---------------------------------------------------------------------------
Global Ocean Carriers Limited (OTC Bulletin Board: GLOC) announced that an
expedited schedule has been set for the Company's emergence from its
reorganization cases. Global has filed a new Plan of Reorganization that
addresses the issues raised in the Court's earlier opinion and, in fact,
offers Noteholders more than the Court found to be fair. The Court has
fixed October 30, 2000 for a hearing on the Disclosure Statement for
Global's revised Plan of Reorganization and has set December 15, 2000 as
the date for a hearing on confirmation of this Plan. Between October 30 and
December 15 the revised Plan and the Disclosure Statement, once approved,
will be submitted to the holders of Global's 10-1/4% Senior Notes for their
consideration and approval. In these circumstances, the Company believes
that, if the Plan is confirmed as expected, distributions can be made to
Noteholders by December 31, 2000. Global's earlier plan of reorganization
has been approved by the holders of almost $100 million of the Notes.
In order to expedite the process, Global agreed to waive its exclusivity
and to allow an objecting creditor to file a competing plan and disclosure
statement by October 13. In return, the creditor had to waive certain of
its objections to Global's new Plan. The substance of this competing plan
remains sketchy and its proponent's ability to secure any necessary
contractual arrangements are speculative at this time. The hearing on the
objections to this competing plan is also scheduled for October 30.


GRAHAM FIELD: Judge Walrath Extends Exclusive Period through Nov. 6
--------------------------------------------------------------------
With the consent of its official unsecured creditors' committee, Graham-
Field Health Products Inc. has received a 75-day extension of the exclusive
periods during which other parties are prohibited from filing competing
Chapter 11 plans. U.S. Bankruptcy Judge Mary F. Walrath extended the
exclusive period during which only Graham-Field can file a Chapter 11 plan
through Nov. 6. If the Bay Shore, N.Y.-based health-care product
manufacturer files a plan by Nov. 6, other parties would be further
prohibited from filing a plan through Jan. 5, 2001, to allow the company
time to solicit plan votes.(ABI, 05-oct-00)


GRAND UNION: Case Summary and 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Grand Union Company, The
         201 Willowbrook Boulevard
         Wayne, NJ 07470-0966

Type of Business: Operates 216 retail food stores for six Northeastern
                   areas.

Chapter 11 Petition Date: October 2, 2000

Court: District of New Jersey

Bankruptcy Case No.: 00-02961

Debtor's Counsel: Howard Greenberg, Esq.
                   Stephen B. Ravin, Esq.
                   Ravin, Greenberg & Marks, P.A.
                   101 Eisenhower Parkway
                   Roseland, NJ 07068

                        and
                   
                   Weil, Gotshal & Manges, LLP
                   767 Fifth Avenue
                   New York, NY 10353

Total Assets: $ 749,535,000
Total Debts:  $ 803,995,000

20 Largest Unsecured Creditors:

C&S Wholesalers
Old Ferry Road
Bradleborro, VT 05301
Greg Raven
(802) 257-4371                           $ 7,800,000

Amerisource
100 Friar Lane
Thorofare, NJ 8086
Lori McFaden
(856) 848-3400                           $ 2,500,000

Jack Pattridge
7745 Oyster Bay Lane
Cincinnati, OH 45244
(513) 527-4446                           $ 1,900,000

Coca-Cola
3 Skyline Drive
Hawthorne, NY 10532
Kevin Gallagher
Tel:(914) 789-1722
Fax:(914) 789-1743                       $ 1,293,000

Kraft General Foods
65 Jackson Drive
Cranford, NJ 07016
Doreen Lenanzi
Tel:(800) 482-4523x7833
Fax:(908) 709-7863                       $ 1,292,227

Edys Grand Ice Cream
301 Roundhill Drive
Rockaway, NJ 07866
Nick Barrone
Tel:(973) 627-882
Fax:(973) 627-7003                       $ 1,240,012

Wayne Harris
1110 Fagine Run
New Richmond, OH 45157
Wayne Harris
(727) 395-7225                           $ 1,000,000

Gourmet Award Foods
4294 Albany Street
PO Box 12579
Albany, NY 12212-2579
Steve Melshenke
(518) 456-1888                             $ 853,466

Nabisco Biscuit Co.
355 Clearview Avenue
Edison, NJ 08818
Mike Vanbezooil
Tel:(732) 255-9300
Fax:(732) 505-0791                         $ 710,775

Pepsi Cola
700 Anderson Hill Road
Purchase, NY 10577
Kim McCabe
Tel:(914) 253-2701
Fax:(917) 249-8216                         $ 663,758

General Mills
1427 Marielle Drive
Washington, PA 18976
Thomas Molchan
Tel:(800) 543-1243x629
Fax:(215) 343-1816                         $ 650,439

ETD
7052 Grand Blvd., Suite 120
Houston, TX 77054
Ken Stalling
Tel:(800) 892-3055
Fax:(713) 748-2430                         $ 623,577

The Coca-Cola Bkg. Co. of NY
PO Box 4108
Boston, MA 02211
Kevin Gallagher
Tel:(914) 789-1724
Fax:(914) 789-1743                         $ 604,750

Heritage Mint Ltd.
PO Box 13750
Scottsdale, AZ 85267
Jeff Wright
Tel:(480) 860-1300
Fax:(480) 860-8174                         $ 572,506

RR Donnelly Receivables Inc.
PO Box 13654
Newark, NJ 07188
Steve Margolia
Tel:(212) 503-1453
Fax:(212) 503-1344                         $ 551,185

Hudson County News Co.
1305 Paterson Plank Road
North Bergen, NJ 07047
Ronald Clark
Tel:(201) 867-3500x214
Fax:(201) 617-7334                         $ 527,692

Pepsi Cola Albany Bottling Co.
700 Anderson Hill Road
Purchase, NY 10577
Kim McCabe
Tel:(914) 253-2701
Fax:(917) 249-8210                         $ 487,717

Pepperidge farms Inc.
26 Raleigh Road
Edison, NJ 08817
Laurie Madison
Tel:(732) 985-0097
Fax:(732) 777-3285                         $ 445,627

Sun Diamond Growers Of California
503A Hertage Hills
Somera, NY 10589
Rich Doyle
Tel:(914) 276-2680
Fax:(914) 276-3985                         $ 442,841

Crowley Foods Inc.
PO Box 6490
55 Commerce Ave.
Albany, NY 12206
Ron Gaidusck
Tel:(518) 482-4474
Fax:(518) 482-4992                         $ 438,427


GREATE BAY: Modified 5th Amended Plan of Reorganization Takes Effect
--------------------------------------------------------------------
According to U.S. Bankruptcy Court dockets, the Modified Fifth Amended
Joint Plan of Reorganization proposed by Greate Bay Hotel and Casino,
Inc.'s official committee of unsecured creditors and The High River Parties
is now effective. As a result, the Company, which has been operating under
Chapter 11 protection since January 5, 1998, has emerged from Chapter 11
protection.  (New Generation Research, Inc. 05-Oct-00)


HARNISCHFEGER INDUSTRIES: Beloit Committee Employs Morris as Local Counsel
--------------------------------------------------------------------------
Pursuant to 11 U.S.C. Sec. 1103, Judge Walsh approved an Application by
the Official Committee of Unsecured Creditors of Beloit Corporation to
retain the law firm of Morris, Nichols, Arsht & Tunnell as its local
counsel in the Debtors' chapter 11 cases.

The principal attorneys currently designated to represent the Beloit
Committee, and their customary hourly rates, are:

         Robert J. Dehney, Esq.        $ 340
         Derek C. Abbott, Esq.           260
         Jason W. Staib, Esq.            180

Morris Nichols will be cautious, Mr. Dehney assures the Court, to avoid
duplicating services performed by Stroock & Stroock & Lavan, serving as
lead counsel to the Beloit Committee.

Mr. Dehney discloses that Morris Nichols represented ABS Pumps
International AB, Mitsubishi Heavy Industries, Ltd., Sanwa Bank Limited,
Cellier Groupe, SA, Ing. S. Maule & C. S.p.A., Ross Alltman, Scott Baker
and Mark Radinger in connection with the Debtors' chapter 11 cases. Those
engagements have concluded. In matters unrelated to the Debtors' cases,
Mr. Dehney discloses that his Firm represents The Chase Manhattan Bank,
Northwood Capital Funding, Blue Ridge Investments, LLC, Cigna Corporation,
NationsRent, Drummond Company, Inc., and United Parcel Service. Mr.
Dehney is confident that his Firm does not hold any interest adverse to
the Debtors' estates, their creditors or the members of the Beloit
Committee and is disinterested within the meaning of 11 U.S.C. Sec.
101(14). (Harnischfeger Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


JOAN & DAVID: New England Development Offers $16MM+ for Retailers Assets
------------------------------------------------------------------------
Newmark Retail Financial Advisors LLC announced the execution of a
"stalking horse" contract and Bankruptcy Court approval of an auction for
the sale of substantially all of the assets of joan and david helpern
incorporated, including the Joan & David retail boutiques and outlets,
concession arrangements, inventory and international trademarks, to New
England Development Leasing, LLC, for $16.0 million in cash and the
assumption of certain liabilities. As the Company's financial and
restructuring advisor, Newmark arranged and structured the sale, subject to
higher or better offers and Bankruptcy Court approval, and will continue to
solicit offers culminating in an auction that will take place on Thursday,
October 12, 2000 at 10 a.m. in the law offices of Hahn & Hessen, LLP in New
York City.
  
The stalking horse contract represents the culmination of a six-month
effort to restructure the Company's operations, assets and liabilities and
position it for sale. The Company filed its Chapter 11 petition March 9th
of this year in the Bankruptcy Court for the Southern District of New York.
Joan and David, the prominent designer, retailer and wholesaler of luxury
women's footwear, apparel and accessories internationally, is currently
owned by its founders Joan Helpern, David Helpern, Sr., and members of the
Helpern family. Joan & David operates (and distributes merchandise under
its name) through 60 locations throughout the United States, Europe and
Asia.

NED is an affiliate of, and controlled by, New England Development Company
one of the largest real estate development companies in New England. The
principals of the company are Stephen R. Karp, CEO, and Steven S. Fischman,
President. Over the past ten years NEDC developed, owned and managed the
largest portfolio of regional malls in New England, the majority of which
were sold in 1999. NEDC is currently developing several mixed-use projects
in New England and other locations in the Northeast. In the interest of
diversifying, the principals of NEDC have also been significant investors
in other businesses including retail. Messrs. Karp and Fischman founded
Lidds, Inc. which is a chain of approximately 275 mall-based retail stores,
and they are the founders and lead investors in MarketPlace Development,
which does retail development at airports, including Philadelphia,
LaGuardia and San Francisco. The transactions embodied in the NEC
Agreements present a significant opportunity to further their objectives of
diversification.

Joan & David presents a unique opportunity to a perspective purchaser
interested in extending an existing retail and wholesale base, capitalizing
on a coveted and established brand name, expanding the Company's reach by
establishing new collections, seeking licensing opportunities in several
key categories, pursuing a high end e-commerce strategy, accessing skilled
manufacturing capacity and acquiring an international portfolio of
leasehold interests and concession arrangements.


LOEWEN GROUP: Debtors Suspect Former Operator Didn't File Tax Returns
---------------------------------------------------------------------
In December 1996, Loewen Group International, Inc., purchased from the
Hughes Family all the outstanding stock of certain funeral home and
cemetery companies:

         * Hughes Southlands Funeral Home, Inc.;
         * Ed C. Smith & Bros. Inc.;
         * Dudley M. Hughes Funeral Home, Inc.;
         * Dudley M. Hughes Funeral Home - North Chapel, Inc.; and
         * Crown Hill Memorial Park, Inc.

With regard to the filing of wage reports and employment tax returns for
the calendar year 1996, the parties agreed that LGII would be responsible
for the period December 3, 1996 to December 31, 1996, the period during
which LGII owned the Acquired Companies, while the Hughes Family would be
responsible for the period prior to December 3, 1996.

In 1997, LGII filed with the Social Security Administration and the
Internal Revenue Service wage reports and employment tax returns, the
Debtors tell Judge Walsh. However, several months ago, the Debtors received
notices from the Internal Revenue Service that certain wage reports for the
Acquired Companies for the 1996 tax year did not match the amounts on the
employment tax returns for that same period. In particular, the IRS Notices
indicate that (a) the amounts reported to the Social Security
Administration on Form W-3 and (b) the transmittal of income and tax
statements to the IRS for the tax period 1996 are less than the amounts
reported on the respective employers federal tax returns (Form 941, 942,
943, 945 or Schedule H). These reported amounts did not match because the
Hughes Family did not do their part on filing the necessary Forms W-2 and
wage and tax statements for January through November 1996, the Debtors tell
the Judge.

Faced with potential significant penalties if they do not respond to the
IRS Notices, the Debtors say they attempted to obtain the necessary records
from the Hughes Family but in vain. The Debtors then tried it with Mr.
James Samson, the accountant for the Acquired Companies during 1996 and now
apparently accountant for the Hughes Family and got words from Mr. Samson
that the Hughes Family would provide the records if the Debtors made it
"worth their while." The Debtors saw in the Hughes Family an attempt to
inappropriately make use of their possession of these documents as leverage
to seek compensation from the Debtors or payment on their alleged
prepetition claims.

In the circumstance, the Debtors ask Judge Walsh to compel the production
of the documents concerned and to authorize the Debtors' counsel to issue
subpoenas for this purpose. (Loewen Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ORBCOMM GLOBAL: Sale of Vantage Tracking Unit To Raise Cash
-----------------------------------------------------------
Orbcomm Global, L.P., which filed for Chapter 11 in Delaware, is
considering a sale of its Vantage Tracking unit to aid its bankruptcy
reorganization, Global Positioning & Navigation News reports. "We have a
number of offers to invest in Vantage and potentially even to sell
Vantage," says Obcomm CEO Scott Webster. "My expectation is that, within
the family or outside it, they'll have more resources available to them
than they ever had before."

Orbcomm deals with development, construction and operation of a low-Earth
orbit satellite-based system to provide worldwide data communication
services. The company listed in its bankruptcy filing $403 million of
assets over a $258 million debt.


OWENS CORNING: Fitch Downgrades Senior Ratings To D After Bankruptcy Filing
---------------------------------------------------------------------------
Fitch has downgraded the senior unsecured rating of Owens Corning (NYSE-
OWC) from `BB` to `D` and its MIPS rating from `B+` to `D` reflecting the
company`s announcement that it has voluntarily filed for reorganization
under Chapter 11 of the U.S. bankruptcy code as a means of addressing its
asbestos liabilities.

Approximately $1.7 billion of securities are affected. The rating action
recognizes that Owens Corning will not make interest payments on its
unsecured obligations during the bankruptcy proceedings, as well as the
fact that given the nature of the company`s obligations, recovery analysis
would be highly speculative.

As outlined in Fitch`s press release dated August 7, 2000, asbestos
obligations have represented an increasingly meaningful determinant of
OWC`s credity quality and ratings have been largely event driven.

The company has reserved roughly $2.4 billion for asbestos claim payments
within its National Settlement Program (NSP), under which payment caps had
been set for the next five years to manage cash outflows. However,
underlying developments surrounding asbestos liabilities have continued to
be negative, both with new cases (within and outside the NSP) and the cost
per case exceeding expectations and forcing OWC to continuously revise
reserve levels.


OWENS CORNING: Moody's Junks All Ratings After Chapter 11 Bankruptcy Filing
---------------------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of Owens Corning,
senior to Ca. The rating action follows Owens Corning's announcement that
it had filed for voluntary reorganization under Chapter 11 of the U.S.
Bankruptcy code as a means to help it cope with asbestos-related
liabilities.

The ratings downgraded are:

    a) Owens Corning -- senior unsecured debentures, eurobonds, medium term
                        notes  and IRB's to Ca from Ba2; shelf registration
                        for senior unsecured debentures to (P)Ca from (P)Ba2

    b) Owens Corning Capital II and III - shelf registration for preferred
                                          stock to (P)"c" from (P)"b1"

    c) Owens-Corning Capital L.L.C. - Monthly Income Preferred Securities to
                                      "c" from "b1"

    d) Owens-Corning Funding B.V. - senior unsecured debt to Ca from Ba2

Today, in response to demands placed upon the company by growing asbestos
liabilities, Owens Corning voluntarily filed for bankruptcy protection. The
company has obtained a $500 million debtor-in-possession financing
commitment from Bank of America to enhance liquidity during the
reorganization process.
The filing results from increasing asbestos claims, as reflected in the
June 2000 increase of $1 billion to projected liabilities. While
deteriorating market conditions for building products and escalating raw
materials costs have adversely affected the company's performance, the
provision for asbestos litigation claims during the second quarter was a
primary factor leading to the company's reported loss of $377 million for
the first half of 2000.
Nevertheless, because of the continued growth of asbestos claims during the
year, the company has pursued the use of the Chapter 11 filing to enable it
to address these liabilities.

Owens Corning, based in Toledo, Ohio, had annual revenues of approximately
$5 billion in 1999.


PSEUDO PROGRAMS: Seeks Court Approval for Employee Retention Bonus Program
--------------------------------------------------------------------------
Pseudo Programs, Inc., which filed for Chapter 11 in New York on Oct. 3,
seeks bankruptcy court's approval for an employee retention bonus program
needed to hold its 4 key employees at bay. Pseudo added that these
employees leaving might trigger more defections and the employees are
"almost impossible to replace because experienced candidates will find
unattractive the prospect of working for a Chapter 11 company that is in
the process of liquidating its assets."  The program states that payments
added to the salary, are given in lump sums at the end of the employment
term agreed. In the event of the filing, the bankruptcy court still has its
say on it.


REALTY WORLD: Real Estate Broker Files Chapter 11 in Santa Ana, Ca.
-------------------------------------------------------------------
Realty World America Inc., a large North American real estate brokerage
network, filed for bankruptcy Wednesday in Santa Ana, CA. The company
operates a network of approximately 450 franchised brokerage offices
nationwide and in Mexico. The Chapter 11 filing was an attempt to avoid
immediate payment of a $631,000 judgment ordered against it in a breach-of-
contract lawsuit in Northern California. Realty World said it is a
profitable company and will file a reorganization plan within 120 days.
(New Generation Research, Inc. 05-Oct-00)


SAFETY-KLEEN: Applies to Employ Zevnik Horton As Special Insurance Counsel
-------------------------------------------------------------------------
Safety-Kleen Corp. applies to retain, pursuant to 11 U.S.C Secs. 327(e) and
329, Zevnik, Horton, Guibord, McGovern, Palmer & Fognani, L.L.P., as
special insurance litigation counsel to represent the Company in connection
with:

    (a) Recovery efforts related to the insurance recovery project for
         non-product-liability environmental, toxic tort and similar or
         related claims, losses and liabilities; and

    (b) Recovery efforts related to the insurance recovery project for
        product liability toxic tort and similar or related claims, losses
        and liabilities, including:
  
        (1) analysis and advice in connection with SKC's solvent-related
            product liability suits, claims and losses, and

        (2) efforts to collect from various insurance carriers sums owed to
            SKC under various insurance contracts as a result of sums paid
            or incurred by SKC in connection with product liability toxic
            tort and similar or related claims, losses and liabilities.

Gregory M. Cork, Esq., a member of Zevnik Horton, leads the engagement from
the Firm's Washington, D.C., office.

For the Solvent Product Liability Insurance Recovery Project, Zevnik Horton
will seek compensation for the services of each attorney and
paraprofessional acting on behalf of the Debtors in these chapter 11 cases
at their customary hourly rates:

                 Paul A. Zevnik               $350
                 Jonathan L. Osborne          $300
                 Michael John Miguel          $275
                 John W. Roberts              $275
                 James Schad                  $150
                 E. Tracy Brown               $150

However, should settlement efforts with certain American International
Group member insurance carriers, including The Insurance Company of the
State of Pennsylvania, concerning certain product liability toxic tort
litigation be unsuccessful, or should SKC otherwise determine that the
insurance recovery aspects of the Solvent Product Liability Insurance
Recovery Project may be resolved only through litigation and should SKC
further determine that it prefers a contingent or risk-based fee
arrangement, rather than a fee arrangement based solely on hours expended,
then, upon commencement of said litigation and election by SKC, in
conjunction with the solvent product liability insurance recovery project
(i) Zevnik Horton will expect payment only for its expenses and
disbursements, and (ii) legal fees will be payable only in the event SKC
receives a solvent-related product liability insurance recovery in which
case the contingent fee percentage of "recoveries" is 12.5%.

In connection with the Environmental Insurance Recovery Project, legal fees
are payable only in the event SKC receives an environmental insurance
recovery in which case the contingent fee percentage of "recoveries" is
6.25%.

Anticipating resistance to the contingency fee arrangements by the United
States Trustee or some other party-in-interest, David S. Kurtz, Esq., and
J. Gregory St. Clair, Esq., of Skadden, Arps, Slate, Meagher & Flom LLP,
remind the Court that Section 328 of the Bankruptcy Code provides that a
debtor-in-possession may employ a professional person "on any reasonable
terms and conditions of employment, including on a retainer, on an hourly
basis, or on a contingent fee basis." Messrs. Kurtz and St. Clair direct
Judge Walsh's attention to In re Malcon Developers, Inc., 138 B.R. 677
(Bankr. N.D.N.Y. 1992) (permissibility of contingent fee arrangements is
"clearly and unambiguously spelled out" by Bankruptcy Code Sec. 328(a)); In
re Benassi, 72 B.R. 44, 47 (D. Minn. 1987) (noting that section 328(a)
reflects Congressional policy of enabling debtors to obtain competent and
efficient representation). As bankruptcy courts have frequently
recognized, Messrs. Kurtz and St. Clair continue, contingent fee
arrangements are particularly appropriate where it is necessary for the
professional to bear the risk of an adverse result, and where it is
unlikely that any professionals would be willing to be retained in the
absence of a contingent fee arrangement. See Malcon Developers at 680
(noting that where attorney assumed significant financial risk in order to
represent debtor, contingent fee was appropriate). In addition, where a
contingent fee arrangement is approved in advance as fair and reasonable,
it is not necessary that the court perform a quantum meruit or lodestar
analysis prior to awarding the professional its fees. See, e.g., In re
Ross, 94 B.R. 210 (M.D. Ga. 1988) (holding that bankruptcy court erred in
denying attorney contingent fees based on fact that litigation concluded
more quickly then expected; noting that reasonableness of contingent fee is
determined as of the time of retention). (Safety-Kleen Bankruptcy News,
Issue No. 7; Bankruptcy Creditors' Service, Inc., 609/392-0900)


TOKHEIM CORPORATION: Delaware Court Confirms Prepackaged Financial Plan
-----------------------------------------------------------------------
Tokheim Corporation (OTCBB:TOKM) announced that its previously announced
prepackaged financial restructuring plan under Chapter 11 has been
confirmed by the United States Bankruptcy Court for the District of
Delaware.

Confirmation comes only 38 days after Tokheim filed its prepackaged
restructuring plan with the Court.

Douglas K. Pinner, Chairman, President and Chief Executive Officer, stated:
"This is the most important date in the life of the new Tokheim
Corporation. The restructuring and recapitalization has significantly
reduced the outstanding debt of the old Company and has provided $48
million in new credit facilities. With the restructuring behind us, the new
Tokheim is now positioned to capitalize on its technological superiority
and thus reinforce its leadership position in the industry.

"We are very appreciative of the strong support provided by our customers,
suppliers, employees and advisors throughout the restructuring period,
which has enabled the Company's prepackaged restructuring plan to be
confirmed on an accelerated timetable. We believe we will demonstrate that
such support was fully warranted by maintaining and enhancing our strong
business and market leadership position going forward."

The Company's current management will continue to lead the newly
reorganized company. A new Board of Directors will be announced shortly
with Douglas K. Pinner, President and Chief Executive Officer, continuing
to serve as Chairman of the Board.

Cancellation of existing common stock and distribution of warrants to
previous shareholders and distributions of new common stock to bondholders,
as outlined in the Plan of Reorganization, are expected to begin shortly.
Tokheim, based in Fort Wayne, Indiana is the world's largest producer of
petroleum dispensing devices. Tokheim Corporation manufactures and services
electronic and mechanical petroleum dispensing systems. These systems
include petroleum dispensers and pumps, retail automation systems (such as
point-of-sale systems), dispenser payment or "pay-at-the-pump" terminals,
replacement parts, and upgrade kits.


TOMAHAWK II: Case Summary and 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: TomaHawk II, Inc.
          8315 Century Park Court
          Suite 200
          San Diego, CA 92123

Type of Business: Document imaging and conversion, engineering design
                    services.

Chapter 11 Petition Date: September 11, 2000

Court: Southern District of California

Bankruptcy Case No.: 00-08940

Judge: Peter Bowie

Debtor's Counsel: Eric A. Nyberg
                    Kornfield, Paul & Nyberg, P.C.
                    1999 Harrison Street, Suite 800
                    Oakland, CA 94612-3525
                    (510) 763-1000

Total Assets: $ 1,678,137
Total Debts : $ 9,391,656

20 Largest Unsecured Creditors

Bank of America, NT and SA
Mike Staunton
231 So. LaSalle St.
Chicago, IL 60697
(312) 825-8452                      Loan                      $ 893,645

Baker and McKenzie
Jonathan Kitchen
Two Embarcadero Center
24th Floor
San Francisco, CA 94111-3909
(415) 381-3000                      Legal Fees                $ 467,707

Business Software Alliance
Paul Mori
1150-18th St. NW
Washington, DC 20036
(415) 381-4161                      Settlement claim          $ 329,886

Finova Capital Corporation
115 West Century Rd.
Paramus, NJ 07652
(201) 634-3300                      Machine Financing         $ 299,657

UCAR Composites                     Trade Debt                $ 227,878

Payrolling.com                      Payroll services          $ 196,565

Ernst and Young                     Accounting fees           $ 141,834

Baker and McKenzie                                             $ 95,820

Finova Capital Corporation          Machine financing          $ 90,069

TSI Pvt. Ltd.                       Trade Debt                 $ 87,111

Peak Technical Svcs., Inc.          Trade Debt                 $ 63,991

MRC PersonPower, Inc.               Payroll services           $ 57,036

Savar Consulting                    Payroll services           $ 42,010

Savar Consulting                    Payroll services           $ 42,000

Machining Time Savers, Inc.         Trade Debt/financing       $ 34,737

Oce' Credit Corp. Dept. 1570                                   $ 33,956

Machining Time Savers, Inc.         Trade Debt                 $ 32,176

Hamann Property Management          Mfg. Div. rent             $ 31,771

Per-Se Technology, Inc.             Corporate office ren       $ 31,607

Roband International, Inc.          Trade Debt                 $ 30,175


VENCOR, INC.: Agrees to Lift Stay for Wrongful Death Claimants
--------------------------------------------------------------
The Debtors consent to modification of the automatic stay to permit
the plaintiffs to prosecute their claims against the Debtors to final
judgment in the action captioned, Doris Williams, individually and as
surviving spouse of Raymond O. Williams, Jr., Kay Williams Pope and Robert
D. Williams, as surviving children of Raymond O. Williams, Jr. v. Primacy
Healthcare and Rehabilitation Center, et al., Case No. CT-000051-00,
pending before Division 6, in the Circuit Court of Tennessee for the 30th
Judicial District at Memphis, for negligence and wrongful death.

The Debtors have determined that there is an insurance policy in favor of
the Debtors relating to the allegations made by the plaintiffs. The
utomatic stay is lifted to permit the plaintiffs to collect any judgment
in respect of any recovery of damages and to continue to assert an
unsecured prepetition claim against the Debtors, solely for the portion of
such judgment that cannot be satisfied by available insurance proceeds.
The Debtors agree that any settlement of the underlying action will
include a general release of the plaintiff. (Vencor Bankruptcy News, Issue
No. 16; Bankruptcy Creditors' Service, Inc., 609/392-0900)


* Bond pricing for the week of October 9, 2000
----------------------------------------------
Data is supplied by DLS Capital Partners, Inc. Following are indicated
prices for selected issues:

AMC Ent 9 1/2 '11                          46 - 48
Amresco 9 7/8 '05                          42 - 44
Advantica 11 1/4 '08                       52 - 54
Asia Pulp & Paper 11 3/4 '05               47 - 52
Carmike Cinema 9 3/8 '09                   26 - 28(f)
Conseco 9 '06                              71 - 72
Fruit of the Loom 6 1/2 '03                53 - 55(f)
Genesis Health 9 3/4 '05                    4 - 6 (f)
Globalstar 11 1/4 '04                      29 - 31
Loewen 7.20 '03                            38 - 42(f)
Oakwood Home 7 7/8 '04                     35 - 38
Owens Corning 7 1/2 '05                    42 - 44
Paging Network 10 1/8 '07                  31 - 33(f)
Pillowtex 10 '06                           18 - 20
Revlon 8 5/8 '08                           58 - 59
Service Merchandise 9 '04                   6 - 8 (f)
Trump Atlantic 11 1/4 '06                  68 - 70
TWA 11 3/8 '06                             36 - 37


                                *********


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 conferences@bankrupt.com.

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

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


                               *********

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

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

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

This material is copyrighted and any commercial use, resale or publication
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                     * * * End of Transmission * * *