TCR_Public/001013.MBX              T R O U B L E D   C O M P A N Y   R E P O R T E R

                 Friday, October 13, 2000, Vol. 4, No. 201
  
                                Headlines

AMERICAN AIRCARRIERS: Pegasus Investment Delay Causes Bank Loan Default
BABCOCK & WILCOX: Court to Consider Second Exclusivity Extension
CARROLS CORP: Moody's Puts All Ratings Under Review For Possible Downgrade
CROWN CRAFTS: Mohawk Industries Purchases Woven Products Business for $40MM
CROWN CRAFTS: 1Q Financial Results Reflect Poor Sales and On-Going Losses

FACTORY CARD: FCO Acquisition Pact Paves Way for Emergence from Chapter 11
GAZOONTITE.COM: Asthma and Allergy Products Retailer Files Chapter 11
GC COMPANIES: Theater Operator and Subsidiaries Files for Chapter 11
GC COMPANIES: Case Summary and 30 Largest Unsecured Creditors
GC COMPANIES: Harcourt General Takes $100MM on Account of Lease Liabilities

GC COMPANIES: NYSE Evaluates Theater Operator's Shares for Trading
GENESIS/MULTICARE: Genesis Selling Vacant Land in Florida for $261,000
HARNISCHFEGER INDUSTRIES: Finalizes Sale of Beloit Australia Shares
KMART CORPORATION: Vice Chairman Michael Bozic to Leave Post on Oct. 31
LAIDLAW, INC.: Extends Noteholder Solicitation Deadline to 5:00 p.m. Today

LEVITZ FURNITURE: Hilco & Professional Sales JV To Liquidate 4 Stores
MARINER HEALTH: Time for Making Lease Decisions Extended to Mar. 19
NEXTWAVE: Communications Company Loses Struggle on Broadcast Licenses
NOVA SCOTIA: CBRS Assigns P-2 Rating To $125MM Preferred Shares
PABST BREWING: Moody's Sees Tight Liquidity and Strained Cash Flow

PACIFICARE HEALTH: Moody's Places Senior Ratings On Review For Downgrade
PACIFICARE HEALTH: S&P Assigns BB+ Counterparty Credit Rating & Is Watching
PHILIPS INTERNATIONAL: REIT Stockholders Approve Plan to Liquidate
SAFETY-KLEEN: Laidlaw Discloses Exposure To $200 Million Preference Claim
SUNSHINE MINING: Confirmation Hearing Scheduled for Nov. 7 in Wilmington

SUNTERRA CORPORATION: Gregory F. Rayburn from Jay Alix Named as New CEO
SUN HEALTHCARE: Debtors' Motion To Divest 22 Underperforming Facilities
ZIONS BANCORP: Moody's Lowers Debt Rating to Baa1 & Reviewing for Downgrade

* BOOK REVIEW: The Rise and Decline of the Medici Bank, 1397 - 1494

                                *********


AMERICAN AIRCARRIERS: Pegasus Investment Delay Causes Bank Loan Default
-----------------------------------------------------------------------
American Aircarriers Support, Incorporated (Nasdaq: AIRS) announced that,
due to the delay in the closing of Pegasus Aviation's proposed investment
in American Aircarriers Support, the company is currently in default of a
non-financial covenant in its bank loan agreement that required an
additional equity investment.  American Aircarriers has received no notice
or reservation of rights from its bank lenders relating to this non-
financial covenant default.  American Aircarriers Support is currently in
over-advance status on its bank line of credit.

As previously announced, Pegasus Aviation stated on July 31, 2000 that it
would invest in American Aircarriers and would merge International Aero
Components, a parts distribution affiliate of Pegasus Aviation, into the
parts distribution unit of American Aircarriers Support.

Based on discussions between American Aircarriers Support and Pegasus
Aviation, the company believes that the investment by Pegasus Aviation will
not be closed by October 15, 2000.  American Aircarriers Support and
Pegasus Aviation expect to make an announcement concerning an updated
schedule with respect to this investment and acquisition as soon as
possible, but in no event later than October 16, 2000.

Due to the delay in closing of the Pegasus Aviation investment, American
Aircarriers Support, with no additional availability under its bank line of
credit, continues to be cash constrained.  American Aircarriers Support is
continuing to seek to reduce overhead where practical and is exploring the
possibility of a sale of one of its divisions in order to provide some
liquidity for operations.

Except for historical information contained herein, Company statements
released may include forward-looking statements and projections (including
statements concerning projections and objectives of management for future
operations) that are based on management's belief, as well as assumptions
made by, and information currently available to, management.

While American Aircarriers Support, Incorporated believes that its
expectations are based upon reasonable assumptions, there can be no
assurances that the Company's objectives or goals will be realized.  

Numerous factors (including risks and uncertainties) may affect actual
results and may cause results to differ materially from those expressed in
forward-looking statements made by or on behalf of the Company.  Some of
these factors include the business conditions in the aircraft services and
spare parts industry and the general economy, the extensive regulatory
compliance required in the aircraft repair and maintenance business, the
Company's rapid growth strategy, competitive factors, inventory
concentration risks, availability of inventory, expansion of services and
product lines, debt financing and the ability to finance future growth and
other risks or uncertainties detailed in the Company's Form 10-KSB.


BABCOCK & WILCOX: Court to Consider Second Exclusivity Extension
----------------------------------------------------------------
Bankrupt Babcock & Wilcox Co., a wholly owned unit of non-bankrupt
McDermott International Inc., is seeking longer plan exclusivity periods
that would allow it more time to determine its exposure for asbestos claims
without having to deal with competing Chapter 11 plans.  The U.S.
Bankruptcy Court in New Orleans is scheduled to consider the request at a
hearing Wednesday.  In its second request for an exclusivity extension, the
New Orleans-based designer and manufacturer of industrial power generation
systems is seeking to maintain the exclusive right to file a Chapter 11
plan until the date falling 90 days after the expiration of the deadline
for filing asbestos claims.  The exclusive plan filing period is scheduled
to expire on Oct. 19. (ABI 11-Oct-00)


CARROLS CORP: Moody's Puts All Ratings Under Review For Possible Downgrade
--------------------------------------------------------------------------
Moody's Investors Service placed all ratings of Carrols Corporation under
review for possible downgrade. Ratings under review for possible downgrade
include the Ba3 rated $155 million senior secured bank facility and the B2
rated $170 million 9.5% senior subordinated notes (due 2008). The company's
senior implied rating of Ba3 and issuer rating of B1 were also placed under
review for possible downgrade.

The review for downgrade reflects concern over Carrols' leveraged financial
condition as well as Carrols' potential acquisition of Taco Cabana, Inc.
Adjusted debt to EBITDAR of 5.7 times (for the twelve months ending June
30, 2000) is currently higher than we had anticipated. Carrols has done
better than many other franchisees in the Burger King system at maintaining
sales and operating margins, but debt protection measures are weak for the
current rating category.

Moody's review will consider the potential for Carrols to strengthen debt
protection measures in the near term. Besides analyzing the effect of Taco
Cabana (last twelve months revenue $166 million) on Carrols Corporation,
Moody's review will consider operating plans going forward at the company's
Pollo Tropical restaurants (last twelve months revenue $86 million) and
Burger King restaurants (last twelve months revenue $378 million). Moody's
will also evaluate the company's capital structure (including whether the
acquired debt will be assumed or repaid as part of the transaction),
liquidity resources, and effective leverage following the possible
incurrance of additional debt.

The review follows the announcement that Carrols intends to acquire Taco
Cabana for total consideration (including assumed debt) of about $152
million, or approximately 6 times trailing twelve months EBITDA. Taco
Cabana operates and franchises 126 quick service Mexican restaurants
principally in the San Antonio and Austin marketplaces. Moody's understands
that Carrols has arranged a bank loan to finance the transaction.

Carrols Corporation, headquartered in Syracuse, New York, operates 46 Pollo
Tropical quick service chicken restaurants and, as one of the largest
Burger King franchisees, 354 Burger King quick service hamburger
restaurants.


CROWN CRAFTS: Mohawk Industries Purchases Woven Products Business for $40MM
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Crown Crafts, Inc. (NYSE: CRW), announced it signed a definitive agreement
to sell its woven products business to Mohawk Industries, Inc. (NYSE: MHK).
Included in the sale will be inventory, buildings, machinery and equipment
at sites in Calhoun, Dalton and Chatsworth, Georgia; Blowing Rock, North
Carolina; and Manchester, New Hampshire. The sale proceeds are estimated at
$40 million, subject to adjustment based upon the inventory at closing,
which is projected to occur before the end of the year. The woven products
business has annual sales of approximately $85 million and about 600
employees, most of which will receive offers of employment from Mohawk.

Michael H. Bernstein, Crown Crafts' Chief Executive Officer, stated
"Selling this business was an extremely difficult decision because wovens
have been the core of Crown Crafts' business for many years. However, given
the changes in the textile industry, we had to consider every alternative
and Mohawk's strong manufacturing position will enable them to leverage the
value of these assets. We will work with Mohawk to ensure a smooth
transition for our employees, customers, and suppliers. Although we expect
to incur a book loss of approximately $10 million on the sale, this
transaction will enable us to make a substantial reduction in our debt and
restructure the remaining businesses to restore profitability."

Crown Crafts, Inc., headquartered in Atlanta, Georgia, designs,
manufactures, and markets a broad line of home textile furnishings and
accessories. The Company's three major product groups are bedroom products,
throws and decorative home accessories, and infant and juvenile products.


CROWN CRAFTS: 1Q Financial Results Reflect Poor Sales and On-Going Losses
-------------------------------------------------------------------------
Crown Crafts, Inc. (NYSE: CRW), announced financial results for the fiscal
2001 first quarter, which ended July 2, 2000.

First-quarter net sales decreased 11.5% to $58.2 million in fiscal
2001 from the $65.8 million in the first quarter last fiscal year.  The
Company recorded losses during the quarter, primarily due to the decrease
in sales, lower margins, and closeout sales of merchandise consistent with
its goal of reducing inventory and exiting the Studio adult bedding
business.

Fiscal 2001 first quarter's net loss was $10.9 million.  In the first
quarter of 2000 the Company reported a net loss of $3.8 million.

Commenting on the results, Michael H. Bernstein, Crown Crafts' Chief
Executive Officer, stated, "The first fiscal quarter is always difficult as
it is the seasonal low, but results this year are even worse as we
reposition the business to restore profitability.  For example, sales of
close-out inventories reduced margins by over 7%.  The net loss would be
$3.7 million less but we can't recognize any tax loss benefit until we
return to profitability.  Although we have implemented significant cost
reductions, the impact will not be apparent until the second quarter,
ending October 1, 2000.  As bad as the results are, we can assure you that
Crown Crafts' results from operations have bottomed out and should show
significant improvement in succeeding quarters."


FACTORY CARD: FCO Acquisition Pact Paves Way for Emergence from Chapter 11
--------------------------------------------------------------------------
Factory Card Outlet Corp. (FCPYQ) announced that the Company and the
Creditors' Committee appointed in its Chapter 11 case have entered into a
non-binding letter of intent with FCO Acquisition Corp. (FCOAC) regarding a
potential transaction which would provide the Company with funding to
enable it to emerge from Chapter 11. The letter of intent is subject to,
among other things, the completion of due diligence, the execution of
definitive documentation, and confirmation of a plan of reorganization that
would have to be voted upon by creditors. The letter of intent outlines the
general terms of a transaction and plan of reorganization in which FCOAC
would invest $8 to $12 million in equity and subordinated debt. FCOAC would
receive notes and at least 85% of the common stock of the Company upon its
emergence from Chapter 11. General unsecured creditors, whose claims are
estimated to approximate $43 million, would receive a total cash
distribution approximating $6 million and notes in the aggregate amount of
$10 million. Both the cash distribution and the note would be subject to
downward adjustment under certain circumstances. Because the proposal would
not result in creditors recovering the full amount of their claims, the
letter of intent does not contemplate holders of the Company's outstanding
common stock receiving any distribution. Consequently the existing stock
would be cancelled.

The letter of intent provides for FCOAC to receive an expense reimbursement
of up to $750 thousand and a break up fee of $500 thousand under certain
circumstances, including in the event that the Company decides to pursue an
alternative transaction or course of action. The letter of intent is
subject to approval by the United States Bankruptcy Court for the District
of Delaware, where the Company's Chapter 11 case is pending.

The Company also announced that Saunders Karp & Megrue ("SKM"), which had
entered into a letter of intent with the Company and the Creditors'
Committee in June 2000, terminated its letter of intent. SKM indicated in
its notice to the Company that its termination of the letter of intent
should not be deemed as an indication that SKM has lost interest in
pursuing a possible transaction.

"The Company has turned the corner, is exceeding expectations and is well
positioned and ready to emerge from bankruptcy," said Chairman, Chief
Executive Officer and President, William E. Freeman. "Although the proposal
outlined in the FCOAC letter of intent contemplates a higher recovery to
creditors than was contemplated under the SKM letter of intent, the Company
will solicit and examine alternative proposals," he added. The Company has
retained The Avalon Group, Ltd. as its investment bankers and Conway, Del
Genio, Gries & Co., LLC as its financial advisors. Both firms are located
in New York.

The Company also reported second quarter 2000 net income of $303 thousand
or $.04 per share, compared with a net loss in the second quarter of 1999
of $1.8 million, or $.23 per share. The second quarter 2000 income before
reorganization costs associated with the Chapter 11 case was $1.7 million
compared with an income of $249 thousand a year ago.

Net sales for the second quarter of 2000 increased 13.8 percent to $59.4
million, compared with $52.2 million for the same period a year ago. "We
continued the positive sales momentum with strong sales in our greeting
card, party, gift and seasonal businesses," said Freeman.

The Company reported a first half 2000 net loss of $2.4 million or $.32 per
share, compared with a net loss in the first half of 1999 of $17.8 million,
or $2.38 per share. The 2000 first half income before reorganization costs
associated with the Chapter 11 case and extraordinary loss was $939
thousand, compared with a loss of $2.0 million a year ago.

Net sales for the first half of 2000 were $113.9 million compared with
$104.8 million for the same period a year ago. Comparable store sales for
the first half increased 12.8 percent over a year ago after adjusting for
closed stores in the first quarter of 1999. Turning to the outlook, Freeman
said, "As we approach the fall and holiday seasons we are confident our
merchandising assortment, in stock position and vendor support will allow
the company to achieve solid financial performance."

Factory Card Outlet operates 177 company owned retail stores, in 20 states,
offering a vast assortment of party supplies, greeting cards, gift wrap and
other special occasion merchandise at everyday value prices. On March 23,
1999, the company filed a petition for reorganization under Chapter 11 of
Title 11 of the United States Code and is currently operating as a debtor
in possession.



GAZOONTITE.COM: Asthma and Allergy Products Retailer Files Chapter 11
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Gazoontite.com, once noted for being one of the first pure online retailers
to open brick-and-mortar stores, filed chapter 11 bankruptcy in San
Francisco, according to a newswire report.  Though Gazoontite continues to
operate its five physical stores-in Southern California, San Francisco,
Schaumburg, Illinois, New York City and New York's Long Island-the company
shut down its web store late last month. For more than two months,
Gazoontite, which sells asthma and allergy relief products, has wrestled
with a cash shortage.  In August, the company laid off about 50 workers,
reducing its staff by 41 percent and began an intense search for new
funding. (ABI 11-Oct-00)  


GC COMPANIES: Theater Operator and Subsidiaries Files for Chapter 11
--------------------------------------------------------------------
GC Companies, Inc. (NYSE: GCX), parent company of General Cinema Theatres,
Inc., announced that GC Companies and certain of its domestic subsidiaries,
including General Cinema Theatres, Inc., are filing voluntary petitions to
reorganize their business under Chapter 11 of the U.S. Bankruptcy Code. The
Company further stated that certain of its subsidiaries in Florida,
Georgia, Louisiana and Tennessee are filing Chapter 7 liquidation
proceedings.

The filings were made in the United States Bankruptcy Court for the
District of Delaware. In its filings, the Company will report total assets
of $328.9 million and total liabilities of $195.1 million as of August 31,
2000.

The Company believes that Chapter 11 reorganization provides the Company
with the most effective means to terminate and restructure unprofitable
leases and position the Company to succeed in today's highly competitive
marketplace.

After a review of the various alternatives available by a Special Committee
of its independent directors and outside professional advisors, the Company
concluded that utilizing the Chapter 11 process to complete its
restructuring is in the best long-term interests of the Company and all of
its stakeholders.
  
The Company believes that an oversaturation of the market created by a
surge in the construction of multi-screen "megaplexes" during the past
several years, has created intense competitive pressures. This has resulted
in a downturn in the theatre industry due to the decline in attendance at
older theatres in favor of state of the art megaplexes. A number of the
Company's competitors including United Artists, Edwards, and Carmike
theatres have filed Chapter 11 proceedings as a result of these industry
pressures.

Through the Chapter 11 process, the Company expects to be able to terminate
unprofitable leases, reduce the Company's operating expenses and make
necessary improvements to the business to create a strong competitive
future for General Cinema. While the Company completes the restructuring,
its operations are expected to continue. As a part of its previously
announced plan to concentrate resources on its operations in the Northeast
and Midwest, General Cinema recently closed 36 under-performing theatres
with 264 screens in Florida, Georgia, Louisiana, North Carolina, Texas,
Ohio, New Jersey, California and Washington, and will close 17 additional
theatres with 103 screens in October.

The Company is arranging up to $45 million of debtor in possession
financing to provide the Company with resources to fund its operations
during the Chapter 11 proceedings. Employees will continue to be paid and
vendors will be paid for post-petition purchases of goods and services in
the ordinary course. The Company intends to seek Court approval to honor
policies regarding gift certificates, movies passes and other customer
programs, as well as employee benefit programs.

Richard A. Smith has resigned as Chief Executive Officer, and Robert
A. Smith has resigned as President and Chief Operating Officer to avoid
potential conflict, in implementing the reorganization, between their
positions with GC Companies and those that they hold at Harcourt General,
Inc., which has guaranteed certain of the Company's lease obligations. Also
to avoid potential conflicts, John G. Berylson, son-in-law of Richard A.
Smith, resigned as Senior Vice President and Chief Investment Officer of GC
Companies. Richard A. Smith will continue to serve as Chairman of the Board
of Directors of the Company, but he will not serve on the Special Committee
of the Board which has been formed to address all issues that relate to
Harcourt General, Inc.

G. Gail Edwards, who has been with the Company since 1996, was named
President and Chief Operating Officer in addition to her current position
as Chief Financial Officer and will be responsible for the restructuring
and the operations of the Company. Frank T. Stryjewski remains as President
of General Cinema Theatres, Inc., the subsidiary which holds the Company's
domestic theatre operations. Paul R. Del Rossi remains as Chairman of
General Cinema International, Inc. which is not filing for reorganization
and will continue to manage its joint venture in South America.


GC COMPANIES: Case Summary and 30 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: GC Companies, Inc.
         1300 Boyiston Street
         Chestnut Hill, MA 02487

Affiliates: General Cinema Theatres, Inc.
             G.C. Theatre Corp. of California
             GCC Investments, Inc.
             General Cinema Corp. of Clifton
             General Cinema Theatre of Columbia, Inc.
             General Cinema Theatres of Delaware, Inc.
             General Cinema Theatres of Florida, Inc.
             General Cinema Corp. of Georgia
             General Cinema Corp. of Greenwood
             General Cinema Corp. of Illinois, Inc.
             General Cinema Corp. of Indiana
             General Cinema Corp. of Landmark
             General Cinema Corp. of Maryland, Inc.
             General Cinema Corp. of Massachusetts
             General Cinema Corp. of Mayfair
             General Cinema Corp. of Mazza
             General Cinema Corp. of Minnesota, Inc.
             General Cinema Theatres of New Jersey, Inc.
             General Cinema Corp. of Mexico, Inc.
             General Cinema Corp. of New York, Inc.
             General Cinema Corp. of North Carolina
             General Cinema Corp. of Northwestern
             General Cinema Theatres of Ohio, Inc.
             General Cinema Corp. of Owings Mills
             General Cinema Corp. of Parkway Pointe
             General Cinema Corp. of Pennsylvania
             General Cinema Corp. of Plymouth Meeting
             General Cinema Corp. of Rhode Island
             General Cinema Corp. of South Carolina
             General Cinema Corp. of Tennessee
             General Cinema Corp. of Texas
             General Cinema Corp. of Virginia
             General Cinema Corp. of Washington
             General Cinema Corp. of West Palm Beach
             General Cinema Theatre of Yorktown, Inc.

Chapter 11 Petition Date: October 11, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-03897

Judge: Joseph J. Farnan Jr.

Debtor's Counsel: David M. Fournier, Esq.
                   Pepper Hamilton LLP
                   1201 Market Street
                   Suite 1600, P.O. Box 1709
                   Wilmington, Delaware 19899

                          and

                   Daniel M. Glosband, P.C
                   Goodwin, Procter & Hoar LLP
                   Exchange Place
                   Boston, MA 02109-2881

Total Assets: $ 328,900,000
Total Debts : $ 195,100,000

30 Largest Unsecured Creditors:

Warner Brothers Distributing
Bonnie Otto
16821 Ventura Boulevard
Suite 686
Encinio, CA 91438                   
(818) 964-6328                       Trade Debt         $ 2,957,513

Dreamworks SRG
Tom Jung
100 University City Plaza #10
University City, CA 91608
(818) 733-7738                       Trade Debt         $ 2,943,582

Miramax Films
Eliot Slutsky
3800 West Alameda
Burbank, CA 91505
(818) 872-1786                       Trade Debt         $ 2,936,315

Paramount Pictures
Tony Rodriguez
1833 Broadway, 11th Floor
New York, NY 10019
(323) 858-8482                       Trade Debt         $ 2,063,716

Universal Pictures
Shelly Mammel
1770 Century Circle
Suite 33
Atlanta, GA 30346                   
(214) 380-0022                       Trade Debt         $ 1,607,323

New Line Pictures
David Keith
116 North Robertson
Suite 508
Los Angeles, Ca 90048
(310) 967-6505                       Trade Debt         $ 1,581,012

Sony Pictures
Eileen Lomis
550 Madison Avenue, 8th Floor
New York, NY 10022
(310) 244-8067                       Trade Debt         $ 1,042,840

MGM, Inc.
Debbie Lasater
2223 8th Avenue
Port Worth, TX 78110
(310) 449-3325                       Trade Debt         $ 1,008,334

USA Films
Linda Ditrinco
65 Bleecker St
2nd Floor
New York, NY 10012
(212) 638-4028                       Trade Debt           $ 864,370

Shoppers World Community
  Center
P.O. Box 85133
Cleveland, OH 44193                  Rent                 $ 733,880

20th Century Fox
Scott TDay
P.O. Box 600
Beverly Hills, CA 90213
(310) 360-2827                       Trade Debt           $ 644,556

Destination Films
1299 Ocean Avenue
5th Floor
Santa Monica, CA 90401               Trade Debt           $ 616,361

Rouse Randhurst Shopping
  Center, Inc.
P.O. Box 64373
Baltimore, MD 21264                  Rent                 $ 461,230

Cook County Collector
Room 112
County Building
Chicago, IL 60802                    Real State Taxes     $ 443,482

Entertainment Plaza Inc.
31738 Rancho Viejo Rd
Suite B
San Juan Capistrano, CA 92675        Rent                 $ 362,500

Buena Vista Pictures
Marlene Waggoner
360 50 Buena Vista Street
Los Angeles Branch
Burbank, CA 91521                    Trade Debt           $ 365,047

Carlson Marketing Group
P.O. Box 96258
Chicago, IL 80683                    Trade Debt           $ 325,778

Pepsi Cola Company
P.O. Box 75960
Chicago, IL 60675                    Trade Debt           $ 309,968

Franklin Mills Associates LP
PO Box 277867
Atlanta, CA 30384-8558               Rent                 $ 300,533
Artisan Entertainment
Steve Rothenberg
P.O. Box 29159
New York, NY 10087                   Trade Debt           $ 285,285

Fallbrook Square Partners
6633 Fallbrook Ave
Suite 628
West Hills, CA 91307                 Rent                 $ 285,003

Lions Gate Films
Jay Peckos
5750 Wilshire Blvd
Los Angeles, CA 90036                Trade Debt           $ 278,456

Bay Plaza Community
  Center LLC
Bay Plaza Clearing
P.O. Box 208
Laurel, NY 11948                     Rent                 $ 278,165

Mayfair Property Inc.
SOS 12-1637
P.O. Box 86
Minneapolis, MN 55486                Rent                 $ 272,130

WestCoast Estates
SOS 12-1808
P.O. Box 68
Minneapolis, MN 55466-1608           Rent                 $ 269,866

VSA Inc.
12850 East Arapamoe Road
Building D
Englewood, CD 80112                  Trade Debt           $ 267,101

The Galleria At South Bay
P.O. Box 72237
Cleveland, OH 44162                  Rent                 $ 266,617

Westmark ITF Utah State
  Retirement
P.O. Box 73558
Chicago, IL 69673                    Rent                 $ 261,043

The Grinner & Broadbent
  Construction Company                Trade Debt           $ 228,336

Parkway Pointe Development           Rent                 $ 226,502


GC COMPANIES: Harcourt General Takes $100MM on Account of Lease Liabilities
---------------------------------------------------------------------------
Harcourt General, Inc. (NYSE:H) announced that the Company expects to
record a one-time charge of approximately $100 million, net of taxes, in
its fourth quarter ending October 31, 2000, to cover lease liabilities
arising from the bankruptcy reorganization filed by GC Companies, Inc.
(NYSE:GCX), the movie theatre exhibition business that it spun-off to
shareholders in 1993.

Harcourt General said that the charge, which would amount to about $1.38
per share, should be sufficient to cover costs associated with any
liability on theatre leases which were guaranteed prior to the spin-off GC
Companies.

Harcourt General, a leading global multiple-media publisher, provides
educational, training and assessment products and services to classroom,
corporate, professional and consumer markets. In June, Harcourt General
announced that it had retained Goldman, Sachs & Co. to explore a range of
strategic alternatives to enhance shareholder value, including the possible
sale of the Company.


GC COMPANIES: NYSE Evaluates Theater Operator's Shares for Trading
------------------------------------------------------------------
Shares of GC Companies, which filed for Chapter 11 together with its
subsidiaries in the Delaware court, is being reviewed by the New York Stock
Exchange, Reuters reports. NYSE said that GC Companies is not in violation
of any of the exchange listing criteria. According to the NYSE, it will not
stop monitoring the theater operator, when it does cross the line its
listing will be reevaluated.

GC Companies, Inc. (NYSE: GCX), parent company of General Cinema Theatres,
Inc., announced that GC Companies and certain of its domestic subsidiaries,
including General Cinema Theatres, Inc., are filing voluntary petitions to
reorganize their business under Chapter 11 of the U.S. Bankruptcy Code. The
company posted assets of $328.9 million and total debts of $195.1 million
as of August 31, 2000.


GENESIS/MULTICARE: Genesis Selling Vacant Land in Florida for $261,000
----------------------------------------------------------------------
Genesis Health Ventures, Inc., sought and obtained bankruptcy court
authority to sell a vacant parcel of real property in Lakeland, Florida, by
assuming a modified pre-petition Land Sale Contract.

The 1.83 acre parcel of vacant land, owned by Meridian Healthcare Inc., is
located at the north-east corner of Lakeland Hills Boulevard and Bella
Vista Street in Lakeland, Florida. It is adjacent to a nursing home known
as the Lakeland Hills Center managed by anther GHV Debtor, Genesis
Eldercare Network Services, Inc. Originally, GHV intended to build a
larger nursing care facility on the land through Meridian, and to convert
the Facility to an assisted living facility.

Subsequent to Meridian Healthcare's acquisition of it in 1995, GHV
determined not to go forward with the Project but for four years could not
sell the land. As of November 5, 1999 Hays Appraisal Group, Inc. valued
the property at approximately $319,000. GHV then retained Cushman &
Wakefield of Florida, Inc. as its broker to market and sell the Lakeland
Property. Prospective purchasers William Thomas Mims and Paula McKay Mims
emerged and entered into the Lakeland Sale Contract with GHV on June 18,
2000 at a purchase price of $290,000, which represents approximately 91%
of the appraisal value of the Lakeland Property, but four days later GHV
filed for bankruptcy under chapter 11.

In exercise of their business judgment, the Debtors do not intend to
construct another nursing facility on the Lakeland Property. Holding the
property for investment purposes is inconsistent with GHV' core healthcare
operations, not in line with the Debtors' business strategy, and would
require continued payment of maintenance costs. Selling the property, on
the other hand, with bring in cash consideration of $261,000 for the
estates, the Debtors tell Judge Walsh. The Debtors have determined that it
is sound business judgment to conclude the deal with the Mims.

The Debtors submit that the transaction has been proposed and negotiated
in good faith, that the purchase price is fair and reasonable and approval
of the Lakeland Sale Transaction is in the best interests of the Debtors,
their creditors and all other parties in interest. The Debtors are not
aware of any existing liens relating to the Lakeland Property.

Judge Walsh gave his stamp of approval, pursuant to section 365 of the
Bankruptcy Code, to assume the Lakeland Sale Contract with modifications
to accommodate for the delay in closing due to the commencement of the
Debtors' chapter 11 cases, provided that in no event shall the Purchasers
be required to consummate the Lakeland Sale Contract after October 31,
2000. Pursuant to section 363(b) of the Bankruptcy Code, Judge Walsh
authorized the Debtors to consummate the Lakeland Sale Transaction, free
from Transfer Taxes under section 1146(c), free and clear of liens, claims
and encumbrances, pursuant to section 363, and to pay the commissions to
Cushman and Tom Mims. (Genesis/Multicare Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


HARNISCHFEGER INDUSTRIES: Finalizes Sale of Beloit Australia Shares
-------------------------------------------------------------------
Beloit Corporation owns all of the capital stock in Beloit Australia Pty.
Ltd. By this Motion, Beloit sought and obtained authority to perform all
acts necessary to effectuate the transfer of those shares to Utikyk Pty.
Ltd. The Debtors outline for the Court the consideration Utikyk paid in
connection with its purchase of Beloit Australia:

    (A) an AUD 335,000 cash payment to Beloit Corporation;

    (B) satisfaction of an AUD 160,000 intercompany debt Beloit Australia
        owed to Beloit Corporation;

    (C) satisfaction of an AUD 219,000 intercompany debt owed to Beloit Asia
        Pacific Pte Ltd.; and

    (D) a waiver and release of an AUD 1,561,000 intercompany claim Beloit
        Australia held against various Beloit Entities.
(Harnischfeger Bankruptcy News, Issue No. 28; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


KMART CORPORATION: Vice Chairman Michael Bozic to Leave Post on Oct. 31
-----------------------------------------------------------------------
Kmart Corporation (NYSE: KM) announced that its Vice Chairman, Michael
Bozic will leave the company effective Oct. 31, 2000.

In announcing his departure, Kmart Chairman and CEO Chuck Conaway said,
"We are very grateful for Mike Bozic's many contributions to Kmart and
BlueLight.com, especially during our recent executive leadership
transition.

Mike has been instrumental in developing cross-functional solutions to
improving our supply chain and flow of goods as well as developing a
systematic approach to fixing our infrastructure and upgrading technology.
While his personal involvement will be missed, our new team is well-
equipped to pursue the aggressive initiatives underway to achieve world-
class execution throughout Kmart."

Bozic has been with Kmart since December 1998 with responsibility during
his tenure for finance, technology, distribution, construction, facilities
management and supply procurement, legal and E-commerce.

With Bozic's departure, his former duties will be spread among Kmart's
senior leadership team.  Kmart Executive Vice President and Chief Financial
Officer Martin E. Welch will report directly to Chuck Conaway, assuming
full responsibility for supply procurement and all financial matters.  
Randy Allen, Executive Vice President Strategic Planning and Chief
Information Officer, will become the lead Kmart executive on matters
related to BlueLight.com.

David Rots, Executive Vice President Human Resources and Administration,
will oversee Kmart's Legal Department.  Mark Schwartz, Executive Vice
President, Store Operations will assume responsibility for facilities
management and construction.

A 37-year retail veteran, Mike Bozic spent the majority of his career with
Sears Roebuck & Company where he rose to the post of Chairman and CEO of
the Sears Merchandise Group.  For four years after leaving Sears in 1991,
he was President and CEO of Hills Department Stores.  From 1995 until
joining Kmart, he was Chairman and CEO of Levitz Furniture Corporation.

Kmart Corporation serves America with 2,164 Kmart, Big Kmart and Super
Kmart retail outlets.  In addition to serving all 50 states, Kmart
operations extend to Puerto Rico, Guam and the U.S. Virgin Islands.


LAIDLAW, INC.: Extends Noteholder Solicitation Deadline to 5:00 p.m. Today
--------------------------------------------------------------------------
Laidlaw Inc. (NYSE: LDW; TSE: LDM) announced that it is extending the
expiration date of the consent solicitations relating to its debentures and
notes originally scheduled to expire on Tuesday, October 10, 2000, to 5:00
p.m., New York City time on Friday, October 13, 2000.

Laidlaw Inc. is soliciting consents from its bondholders to permit certain
of its operating subsidiaries to enter into previously disclosed secured
financing facilities. Identified below are the securities and their
related CUSIP numbers to which the consent solicitations relate.

The terms and conditions of the consent solicitations are more fully
described in the consent solicitation statements, each dated September 18,
2000, and related documents previously delivered to the Laidlaw
bondholders.

In order to amend the indentures governing the debentures and the notes,
the registered holders, as of September 11, 2000, the record date, of at
least 66 2/3% in aggregate principal amount of the debentures of each
series issued under the 1991, 1992 and 1997 indentures, and a majority in
aggregate principal amount of the notes issued under the 1995 indenture,
must consent.

All previously delivered consents will remain effective unless validly
revoked.

Questions regarding the terms of the consent solicitations, the delivery
procedures for consents and requests for additional copies of the consent
solicitation statements or related documents may be directed to Laidlaw
Inc. at 800-563-6072 ext. 444. Documents are also available in the Investor
Information section at http://www.laidlaw.com.


LEVITZ FURNITURE: Hilco & Professional Sales JV To Liquidate 4 Stores
---------------------------------------------------------------------
A joint venture composed of Hilco and Professional Sales & Consulting
Company were recently appointed as agent by the US Bankruptcy Court in
Delaware to liquidate the inventory in four Levitz Furniture Stores. The
four stores are located in Massachusetts and New Hampshire.

"We are extremely pleased to have been selected by Levitz," said Michael
Keefe, Chief Executive Officer of Hilco Merchant Resources, "our group
comprises the foremost specialists in retail liquidation and furniture
liquidation in particular. This combination of firms has afforded a very
high recovery to Levitz and will also provide the retail consumer excellent
deals."

"Hilco has assisted us before and performed well," said Michael McCreery,
Senior Vice President of Levitz Furniture Corporation "these store closings
will assist Levitz as we finalize our reorganization plans."

Hilco Merchant Resources and its affiliates provide strategic financial
services for retailers, distributors, manufacturers, lenders, venture
capitalists, investment bankers and the professionals that serve them. For
more than 25 years, Hilco has sold more than $15 billion of retail
inventories in over 500 major liquidations involving 5,000 locations. To
learn more about Hilco Merchant Resources a unit of Hilco Trading, visit
www.hilcotrading.com.

                                Levitz Furniture
                               Store Closing List

      Street Address                      City              State
      --------------                      ----              -----
      Liberty Tree Mall                   Danvers           MA
      160 Providence Highway              Dedham            MA
      260 Turnpike Road                   Westborough       MA
      168 Daniel Webster Hwy              Nashua            NH


MARINER HEALTH: Time for Making Lease Decisions Extended to Mar. 19
-------------------------------------------------------------------
Premature rejection of a non-residential real property lease, the HEALTH
Debtors argue, may forfeit a valuable asset to the detriment of their
estates and creditors. Premature assumption of a burdensome non-residential
real property lease will saddle the HEATH Estates with unnecessary
administrative claims. The Debtors continue to review and analyze the
benefits and burdens of each non-residential real property lease to which
they are a party in the context of their long-term business plan.

Against that backdrop, pursuant to 11 U.S.C. Sec. 365(d)(4), the Debtors
sought and obtained a further extension of the time within which they must
decide whether to assume, assume and assign or reject the Lease Agreements.
At the HEALTH Debtors' behest, Judge Walrath granted an extension through
March 19, 2001.

Judge Walrath makes it clear that this extension is granted without
prejudice to the right of any Landlord to ask for an order shortening the
time period and is without prejudice to the Debtors' right to request a
further extension. (Mariner Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NEXTWAVE: Communications Company Loses Struggle on Broadcast Licenses
---------------------------------------------------------------------
The Supreme Court recently refused to restore valuable broadcast licenses
to a wireless communications firm that lost them because it missed payment
deadlines, according to the Associated Press. The court, without comment,
turned down NextWave Personal Communications' argument that a federal
bankruptcy court could let it keep the licenses at a much lower cost than
it originally promised to pay for them. NextWave, based in Hawthorne, N.Y.,
submitted a winning $4.7 billion bid for 63 airwaves licenses in 1996. But
the company was unable to raise the money to pay for the licenses and filed
for bankruptcy protection in 1998. NextWave sued the FCC, saying that by
the time the government issued the licenses they were worth far less than
the company had promised to pay. A bankruptcy judge ruled that NextWave
could keep the licenses at a reduced cost of $1 billion.

In the appeal action, NextWave's lawyers said the 2nd U.S. Circuit Court of
Appeals' ruling would keep bankruptcy courts from deciding many questions
involving regulatory actions by federal agencies. Bankruptcy courts are
supposed to address all issues involving a debtor's rights and
responsibilities, and the appeals court ruling would keep them from doing
so, the lawyers said. Justice Department lawyers said the FCC has exclusive
power to grant broadcast licenses, and that a winning bidder loses its
entitlement to a license if it does not pay the amount it promised. (ABI
11-Oct-00)


NOVA SCOTIA: CBRS Assigns P-2 Rating To $125MM Preferred Shares
---------------------------------------------------------------
CBRS has assigned a rating of P-2(Low) to Nova Scotia Power Inc.'s $125MM
issue of Preferred Shares. The rating outlook on the securities of the
Company continues to be Stable.

The NSPI's bought deal issue of First Preferred Shares, Series D, carries a
5.90% coupon and were issued at a price of $25.00 per preferred share. The
First Preferred Shares of Series D will be exchangeable after 15 years, at
the option of NSPI into the common stock of NSPI's parent, Emera Inc.
Thereafter, these preferred shares could be exchanged at the option of a
holder into Emera's common stock. The closing of this issue is expected on
or about October 31, 2000.

CBRS expects the proceeds of this issue to be used to repay short term debt
incurred from the redemption of the 6% Preferred Shares, Series A, as well
as for general corporate purposes and working capital financing.


PABST BREWING: Moody's Sees Tight Liquidity and Strained Cash Flow
------------------------------------------------------------------
Moody's Investors Service placed the debt ratings of Pabst Brewing Company
under review for possible downgrade. Under review are the Ba3 assigned to
the original $185 million secured credit facility and the B1 senior implied
rating.

Moody's review will focus on Pabst's tight liquidity, strained cash flow
and increasing financial leverage. The review will also include an
assesment of the integration and absorption of the 1999 acquisition of the
Stroh Brewing Company assets, pricing dynamics and competitive landscape,
and Pabst's brand equity.

Based in San Antonio, Texas, Pabst Brewing Company is marketer of brewed
products under numerous brands including Pabst, Stroh's, Old Milwaukee, and
malt liquors under the Schiltz, Colt 45, and St. Ides brands.


PACIFICARE HEALTH: Moody's Places Senior Ratings On Review For Downgrade
------------------------------------------------------------------------
Moody's Investors Service placed PacifiCare Health System's senior ratings
under review for possible downgrade following the announcement that the
company expects earnings shortfalls through at least 2001 due to higher
than expected medical costs driven by an acceleration of providers shifting
from capitated to shared-risk contracts as well as an increase in provider
insolvency. Moody's is concerned that these trends highlight a fundamental
credit weakness - PacifiCare's lack of experience in managing risk in an
environment where provider contracting and medical cost trends demand
medical management .

Further adding risk is the company's dependence on Medicare, which places
greater limitations on actions that PacifiCare can take to rectify
unforeseen medical cost trends. This is evidenced by the company's earlier
submission of its Medicare ACR filings based on lower medical cost trends;
unfortunately, next year's premium and benefit levels as well as markets
have already been established. Finally, since the company's bank facility
steps down from $1.1 billion to $950 million on January 1, 2001, we are
concerned that the company may encounter liquidity issues if additional
reserves need to be taken.

Moody's review will consider the company's strategic and operational plans
to address these trends, the status of subsidiary capital levels, the
potential for additional reserve requirements related to these cost trends,
and the company's ongoing access to liquidity.

PacifiCare Health Systems, Inc., based in Santa Ana, California, is a
leading managed care company serving approximately 4 million members. With
healthplans in nine states, about 60% of its membership resides in
California.


PACIFICARE HEALTH: S&P Assigns BB+ Counterparty Credit Rating & Is Watching
---------------------------------------------------------------------------
Standard & Poor's today placed its double-'B'-plus counterparty credit and
senior debt ratings on PacifiCare Health Systems Inc. on CreditWatch with
negative implications.

This action followed PacifiCare's announcement yesterday that it expects
losses in the third quarter of 2000.

Major Rating Factors:

    -- PacifiCare's earnings profile is a primary concern because it has
        been a key strength of the ratings. Earnings before interest, taxes,
        and amortization of goodwill were $281.7 million in the first half
        of 2000 and were expected to be about $650 million for the full-year
        2000. Full-year results could be $200 million lower based on
        yesterday's announcement.

    -- Liquidity is a renewed concern in the second half of 2000. Although
        earlier share purchases had been financed through cash flows and had
        brought the liquidity ratio to less than 100% in June 1999, the
        liquidity improvement to 130% as of March 31, 2000, (considered good
        based on Standard & Poor's model) reflects PacifiCare's use of long-
        term debt for its major share repurchases in the fourth quarter of
        1999 and the first quarter of 2000. PacifiCare completed the
        repurchase of another 750,000 shares in August, which is expected to
        have reduced cash reserves for the end of the third quarter. Cash
        from operations is expected to be limited in the second half of 2000
        and required for debt service of about $17 million per quarter.

    -- PacifiCare holds a strong business position as a regional managed
        care organization. However, Standard & Poor's remains uncertain
        about the new management team's long-term strategy. With more than 4
        million members, PacifiCare operates HMOs in nine states, with key
        market shares in California, Colorado, and Texas. The February 2000
        acquisition of Harris Methodist Health Plan's 300,000 members
        strengthened PacifiCare's Texas presence. PacifiCare covers more
        than 1 million members in its Medicare+Choice programs. Specialty
        products offered by the company include dental, vision, life,
        behavioral health, and pharmacy management.

    -- Standard & Poor's considers PacifiCare's risk-based capital position
        to be marginal, with a capital adequacy ratio for year-end 1999 of
        approximately 82%. Standard & Poor's expects PacifiCare's capital
        position to remain marginal in the near term, reflecting
        PacifiCare's corporate strategy of repositioning excess cash to the
        parent from regulated subsidiaries, particularly at the key
        California plan.

    -- Standard & Poor's notes that as of June 30, 2000, PacifiCare's level
        of goodwill is an aggressive 114% of equity. The goodwill is being
        amortized over periods ranging from three to 30 years and primarily
        reflects the strong Western region operations, including California.
        About half of this goodwill, held at regulated entities, is
        generally not recognized as an asset under statutory accounting
        principals.

    -- PacifiCare's debt-to-total-capital ratio as of June 30, 2000, was
        30%, which Standard & Poor's finds compatible with the existing
        rating, and EBITDA interest coverage was previously considered
        strong at more than 8 times.


Standard & Poor's expects the ratings to remain on CreditWatch negative
until the third-quarter results are finalized and there is a better sense
of the true magnitude of the greater-than-expected medical costs and the
impact of the higher costs in future quarters. -- CreditWire


PHILIPS INTERNATIONAL: REIT Stockholders Approve Plan to Liquidate
------------------------------------------------------------------
Philips International Realty Corp. (NYSE-"PHR"), a New York City based real
estate investment trust, announced that its stockholders have approved a
plan of liquidation for the Company, pursuant to which the Company plans
to:

    (a) transfer its interests in affiliated entities that own eight
        shopping centers to Kimco Income Operating Partnership, L.P. for
        cash and the assumption of indebtedness,

    (b) transfer its interests in entities that own four shopping centers
        and two redevelopment properties, subject to certain indebtedness,
        to Philip Pilevsky, the chief executive officer, and certain of his
        affiliates and family members in exchange for cash and the
        redemption of units in the Company's operating partnership,

    (c) sell its remaining assets for cash,

    (d) pay or provide for its liabilities and expenses,

    (e) distribute the net cash proceeds of the liquidation, currently
        estimated at $18.25 per share of common stock, to the stockholders
        in two or more liquidating distributions, and

    (f) wind up operations and dissolve.

On October 2, 2000, an action was filed against Philips International
Realty Corp. and its directors by an entity which purchased 2,000 shares of
common stock subsequent to the Company's April 17, 2000 announcement of its
intended plan of liquidation. The action objects to the Company's plan of
liquidation. The Company believes the claims asserted in the complaint are
without merit and intends to pursue an expedited determination of the
action.

At the Special Meeting of Stockholders held on October 10, 2000,
approximately 80% of the Company's 7,340,474 common shares outstanding were
voted with 99.3% and 99.7% of these votes cast in favor of a charter
amendment and the plan of liquidation, respectively.


SAFETY-KLEEN: Laidlaw Discloses Exposure To $200 Million Preference Claim
-------------------------------------------------------------------------
In its Third Quarter Form 10-Q filed with the Securities and Exchange
Commission, Laidlaw, Inc., discloses that:

        "There is a significant risk of claims being asserted against
    [Laidlaw] by Safety-Kleen, including a claim that the $200.0 million
    received on August 27, 1999 as partial consideration for a $350.0
    million Safety-Kleen Corp. Pay-in-Kind Debenture sold by the Company to
    Safety-Kleen, was a preferential payment. [Laidlaw] believes it has
    meritorious defences to any claims asserted and intends to vigorously
    defend them. The Company believes that no provision for the issue is
    required."

Providing its investors with additional information about its investments
in and relationships with Safety-Kleen Corp., Laidlaw further says:

    "During the second quarter, it was determined that the decline in the
quoted market value of the investment in Safety-Kleen Corp. ("Safety-
Kleen") was likely to be other than temporary. The quoted market value for
the investment at the time was significantly below the book value of $603.8
million. As well, on March 6, 2000, Safety-Kleen reported that its
previously reported income was being reviewed. The review stemmed from
allegations of possible accounting irregularities that may have affected
the previously reported financial results of Safety-Kleen since September
1, 1996. Three senior executives of Safety-Kleen were placed on
administrative leave. Because of this review, no financial results for the
quarters ended February 29, 2000 and May 31, 2000 are available. If
restatements at Safety-Kleen are required, [Laidlaw] may have to restate
its earnings to reflect its share of Safety-Kleen's revised earnings. Due
to the significant decline in the quoted market value and the uncertainty
of Safety-Kleen's future, [Laidlaw] has recorded no equity income during
the quarters ended February 29, 2000 and May 31, 2000. As well, during the
second quarter, [Laidlaw] wrote down its investment by $560.0 million to
the then quoted market value. In addition, a deferred tax asset of $21.5
million relating to [Laidlaw]'s investment in Safety-Kleen was charged as
an unusual tax expense during the second quarter.

    "On June 9, 2000, Safety-Kleen announced that it and 73 of its U.S.
subsidiaries filed voluntary petitions for Chapter 11 relief in the United
States Bankruptcy Court for the District of Delaware. Safety-Kleen's
operations in Canada and Mexico were not part of the bankruptcy filings. As
a result of these petitions and the subsequent further decline in the
market value of the investment, [Laidlaw] has recorded an additional
impairment charge totalling $43.8 million to reduce the investment in
Safety-Kleen to a nominal amount.

    "On May 15, 1997, [Laidlaw] entered into a guaranty agreement in favor
of Westinghouse Electric Corporation wherein [Laidlaw] guaranteed payment
of a promissory note in the amount of $60.0 million payable by Safety-Kleen
to Westinghouse Electric Corporation. Westinghouse Electric Corporation
subsequently assigned its interest in the note and guaranty to third
parties. Safety-Kleen failed to make payment of interest due on the note on
May 30, 2000. The third parties by notices dated March 13, 2000 and June 7,
2000, demanded that [Laidlaw] immediately pay in full the principal amount
of the note of $60.0 million. The third parties have filed a complaint
demanding judgement [sic.] against [Laidlaw] in the amount of $60.0
million. During the nine months ended May 31, 2000, [Laidlaw] provided for
$60.0 million ($60.0 million after-tax) ($45.0 million during the second
quarter and $15.0 million during the third quarter) as an additional
impairment charge.

    "Also, on May 15, 1997, [Laidlaw] indemnified Safety-Kleen with respect
to any environmental liability arising as a result of any act or omission
including any release occurring prior to May 15, 1997 but only to the
extent such liability was known to [Laidlaw] and not disclosed in writing
to the purchaser or related to the Marine Shale Processors or Mercier,
Quebec facilities and exceeded an aggregate of $1 million in the particular
year and an aggregate of $1 million times the number of years elapsed since
May 15, 1997 but only to the extent of cash expenditures incurred six years
after May 15, 1997. [Laidlaw] does not believe that these matters will be
material to [Laidlaw]'s operations or financial condition.

    "Safety-Kleen is obligated to provide financial assurance for the
costs of clean-up and/or environmental impairment restoration incurred
following closure or following a final order to cease operations and
commence closure of its hazardous waste management facility in Pinewood,
South Carolina. The financial assurance is required by the South Carolina
Department of Health and Environmental Control ("DHEC"). In 1994, the Board
of DHEC decided that a cash funded trust in the amount of $133 million
adjusted for inflation must be established over a ten year period as
financial assurance for potential environmental clean-up and restoration. A
cash payment of approximately $14 million was paid into the trust fund as a
first instalment [sic.]. In June, 1995, DHEC promulgated, and the South
Carolina legislature approved, regulations governing financial assurance
for environmental cleanup and restoration giving owner/operators of
hazardous waste facilities the right to provide financial insurance in
several forms including insurance, a bond, a letter of credit or a cash
trust fund. Subsequent to a declaratory ruling by DHEC that the financial
assurance regulations were applicable to Pinewood, Safety-Kleen submitted
an insurance policy to provide the financial assurance not covered by cash.
On January 17, 2000, the State of South Carolina Court of Appeals held that
DHEC did not properly promulgate these regulations and vacated them.
Safety-Kleen appealed this decision but the South Carolina Supreme Court
refused to hear the appeal. The Court also required Safety-Kleen to make an
additional cash payment of $70 million into the trust fund. On June 14,
2000, DHEC directed the Pinewood facility to cease taking waste for
disposal and submit a closure plan within 30 days. Safety-Kleen has
announced that it will appeal these decisions in federal court. Related to
this issue, [Laidlaw] agreed to maintain at its expense, until May 15,
2007, such form of financial mechanism as may be permitted by environmental
laws to provide the required financial assurance. Safety-Kleen, however,
remains responsible for the costs of any clean-up and/or any environmental
restoration incurred. By agreement between Safety-Kleen and [Laidlaw],
Safety-Kleen has provided insurance coverage to provide the majority of the
required financial assurance. [Laidlaw] believes that no provision for this
issue is required.

"In addition, [Laidlaw] has guaranteed two industrial revenue bonds of
Safety-Kleen in the amount of $15.7 million. These bonds are secured by the
assets of the Safety-Kleen facilities to which these bonds relate.
[Laidlaw] believes that no provision for this issue is required.
"[Laidlaw] has provided to Safety-Kleen and certain of its affiliates,
financial and management services including the provision of general
liability and workers compensation insurance. These service arrangements
have been provided on an arm's-length basis on terms comparable to those
available in transactions with unaffiliated parties.

The full-text of Laidlaw's latest Form 10-Q is available at no charge at
http://www.laidlaw.com/laidlaw/investor/reports/sec/10q3_L0/index.html
(Safety-Kleen Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


SUNSHINE MINING: Confirmation Hearing Scheduled for Nov. 7 in Wilmington
------------------------------------------------------------------------
A Nov. 7 hearing has been scheduled to consider confirmation of the
reorganization plan in the Sunshine Mining and Refining Co. Chapter 11
bankruptcy.

Sunshine Mining and Refining Co. and three affiliates, Sunshine Argentina,
Sunshine Exploration, and Sunshine precious Metals Inc. sought Chapter 11
protection, listing assets of $33 million and debts of $55 million in
papers filed in the U.S. Bankruptcy Court in Delaware. The Dallas mining
company said the bankruptcy was triggered by operating losses brought on by
a silver market depressed for the last 12 years, according to reports. (New
Generation Research, Inc. 11-Oct-00)


SUNTERRA CORPORATION: Gregory F. Rayburn from Jay Alix Named as New CEO
-------------------------------------------------------------------------
The Board of Directors of Sunterra Corporation announced the appointment of
Gregory F. Rayburn as Chief Executive Officer and President. Rayburn, 42,
is a principal of the internationally known corporate turnaround firm, Jay
Alix & Associates (JA&A), which has been engaged, subject to bankruptcy
court approval, to lead the company's turnaround efforts.

The company also announced that T. Lincoln Morison has resigned his
position as CEO and President, and will assume the role of Vice Chairman of
the Board of Directors of the company to assist in the transition. "Lin
provided leadership and strategic direction to Sunterra during a difficult
and critical time. The company appreciates his service," said J. Taylor
Crandall, Chairman of the Board.

"The Board of Directors and the management staff welcome Greg and the JA&A
professionals to the team. Given the serious issues Sunterra faces as we
move forward in our turnaround efforts, we believe the Company will be best
served by a CEO with extensive experience in restructuring activities. Mr.
Rayburn's team brings deep experience in leading companies through change
and in successfully navigating the Chapter 11 process," said Crandall.
Rayburn has more than 20 years experience leading financial and business
turnarounds in a variety of companies, and in private equity investment. He
is a former Chairman and CEO of Silas Creek Retail Inc., and a former
partner with Arthur Andersen where he helped to create and develop their
corporate recovery services practice.

"My mandate is to provide leadership, expertise and a sense of urgency to
the company's turnaround process," said Rayburn. "I look forward to getting
to know the managers and employees of Sunterra, who will be a critical part
of the turnaround. In addition, I will work closely with the company's
outside constituents and stakeholders in seeking to build a consensual
process."

Sunterra filed for reorganization under Chapter 11 of the U.S. Bankruptcy
Code on May 31, 2000 in Baltimore, Maryland. All of the 89 resorts operated
by the company remain open for use by owners, Club Sunterra members,
exchangers and guests.

Jay Alix & Associates is a leading firm in the business of offering
underperforming and troubled companies both consulting and interim
management services to lead and support implementation of operational
turnarounds, strategic repositioning and debt restructuring. They also
provide IT strategy and turnaround -- valuation services and litigation
consulting services. The firm, which has offices in New York, Chicago and
Detroit, has extensive experience with large complex restructurings,
including Zenith, Service Merchandise, Umbro International, Oxford Health
Plans and National Car Rental Systems.

Sunterra Corporation, the world's largest vacation ownership company, has
89 resorts throughout North America, Europe, the Caribbean, Hawaii, Latin
America and Asia. Sunterra also manages 18 condominium resorts and hotels
in Hawaii; and operates Club Sunterra, the world's most extensive points-
based vacation system.

Sunterra Corporation became a publicly traded company in 1996 and has
subsequently grown from nine resorts to its current worldwide network of
company owned and managed resorts. In addition, during this period its
member base has expanded from 25,000 owners to more than 300,000 owners and
members. Sunterra Corporation's website is www.sunterra.com.


SUN HEALTHCARE: Debtors' Motion To Divest 22 Underperforming Facilities
-----------------------------------------------------------------------
Sun Healthcare Group, Inc., and its debtor-affiliates have identified
approximately 81 underperforming facilities which lose, in the aggregate,
approximately $2,496,660 per month. These facilities must be disposed of,
the Debtors say, because they represent a huge drain on economic resources
which threatens the viability and vitality of SunHealth's businesses and
reorganization.

While the Debtors expect to be able to transfer more than 60 of the
facilities as a going concern pursuant to the Court-approved Transfer
Procedures described in the Government Stipulation arrived at after
negotiations with HHS/DOJ, they have been unable to reach accord with the
Health Care Capital Consolidated, Inc. (HCC), Landlord with respect to 18
of the Debtors' weakest facilities, and the Landlord of four additional
underperforming facilities.

Fifteen of these HCC Facilities constitute a substantial economic liability
aggregating a negative EBITDA estimated to be in excess of $7.6 million
over the twelve month period ending June 30, 2000. The other three
facilities have operated with a positive EBITDA over the six months ending
June 30, 2000 but their economic performance is only marginal. The Debtors
have indicated to HCC their possible desire to retain the three marginal
facilities but HCC has rejected that notion, based on the existence of
certain cross-default provisions contained in the HCC Leases. The Debtors
have determined that since the marginal facilities give no guarantee of
continued economic viability, it is not worthwhile to litigate the issue of
whether the cross-default provisions actually prevent the Debtors'
assumption of individual HCC Leases while rejecting others. Therefore, the
Debtors have determined to reject the Leases and Provider Agreements
associated with all 18 of the HCC Facilities, and commence the Transition
Process for those HCC Facilities.

Of the remaining four underperforming facilities, two are leased from
Beverly Enterprises and the other two each from Ventas Realty, LP and
University Center Hotel, Inc. These four together result in negative EBITDA
of approximately $3,309,261 accrued during the twelve months ending June
30, 2000. For the same reasons as with the HCC Facilities, the Debtors have
determined that, these too, should be disposed of through the rejection of
leasess and Provider Agreements.

Through lease termination and the cessation of operational and financial
responsibility, the Debtors expect to realize annual savings of
approximately $10,401,055. The landlords' rejection claims subject to the
limitations provided by section 502(b)(6) of the Bankruptcy Code, in the
Debtors' estimation would be in excess of $30 milllion, in the absence of
mitigation, based on 15% of the rental obligations remaining under the
leases, not exceeding three years of the remaining term following the
petition date.

The Debtors do not anticipate rejection damages for rejecting the Medicare
Provider Agreements, given that the Government Stipulation contemplates
divestiture of these particular Divesting Facilities.

Much as they would prefer to transfer facilities as going concerns, the
Debtors tell Judge Walrath, they recognize that landlords are not required
to enter into OTAs and LTAs. Indeed, HCC has previously asserted in court
that it does not wish to, and it is HCC's prerogative not to, enter into
the Debtors' proposed froms of OTAs or LTAs. After consultation with the
Creditors' Committee, the Debtors do not believe it would be a responsible
exercise of sound business judgment to enter into OTAs and LTAs on terms
that are substantially more onerous than those agreed to by numerous other
landlords.

Therefore, in the Debtors' business judgment, the way to stop the drain on
the estates' value would be to reject the leases and provider agreements.

To divest the Facilities, the Debtors also seek approval of the
Implementation Procedures which provide that:

    (1) Each Divesting Facility will be subject to divest in accordance with
        applicable state laws;

    (2) Within three days of the completion of divestiture of a Divesting
        Facility, the Debtors will file with the Court and provide the
        Transition Notice to the Committee, the DIP Lenders, the landlord,
        HHS/DOJ and the relevant state Medicaid agency of the completion of
        the state-law Transition Process (the Transition Date);

    (3) The rejection of Lease or Provider Agreement will be effective as of
        the Transition Date;

    (4) The landlord or state Medicaid agency will have thirty days from the
        date of the Transition Notice for submitting rejection damages
        claim(s);

    (5) Rent and other obligations accrued from the date the Court approves
        the motion to the Transition Date shall be treated as administrative
        expense, payable on the effective date of any plan of reorganization
        confirmed in the chapter 11 cases;

    (6) If the Debtors and the landlord agree on the transfer of a Divesting
        Facility as a going concern during the state-law transition process,
        the Debtors can opt out of the Transition Procedures.

The Debtors draw Judge Walrath's attention to the opt-out provision in the
Implementation Procedures the provision for the effective date for the
rejection of the lease or provider agreement to be on the Transition Date.
The opt-out mechanism enables the Debtors to transfer a Divesting Facility,
upon the consent of the landlord, if a new operator is identified during
the Transition Process, the Debtors submit. It also gives the Debtors an
added window of opportunity to negotiate with the landlords regarding
consensual transfer of the Divesting Facilities on economic terms that are
beneficial to the Debtors, their estates and their creditors, the Debtors
tell the Judge. With the effective date of the rejection of the Leases and
Provider Agreements to be of the actual date of divestiture of the
facilities, the Debtors can maintain operations for the benefit of the
residents in the Divesting Facilities, the Debtors observe.

The Debtors submit that the determination to reject the Leases and Provider
Agreements and commence the Transition Process was arrived at in good
faith, is based upon the sound business judgment of the Debtors, and should
therefore be approved and authorized by this Court. The Debtors believe
that establishing the Implementation Procedures are in the best interests
of the Debtors, their estates and their creditors.

Accordingly, the Debtors seek the Court's approval of: (1) the divestiture
of 22 of the SunHealth Facilities in accordance with state law; (2) the
rejection of the related real property leases and the Medicare and Medicaid
Provider Agreements, effective as of the date of divestiture, pursuant to
11 U.S.C. section 365(a); and (3) the Implementation Procedures governing
the transfer of the divesting facilities and the treatment of claims in
connection with the divestiture, pursuant to section 363(b).

                  Americorp Financial's Limited Objection

Americorp Financial filed a limited objection with the Court voicing its
objection to the extent that the Debtors have not specified whether they
intend to retrieve equipment in the facilities and whether any of such
equipment is Americorp's equipment. Americorp reminds the Court that the
status of Americorp's interest in the equipment is an issue that need to be
taken care of. (Sun Healthcare Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ZIONS BANCORP: Moody's Lowers Debt Rating to Baa1 & Reviewing for Downgrade
---------------------------------------------------------------------------
Moody's Investors Service has downgraded the subordinated debt rating of
Zions Bancorp (Zions) to Baa1 from A3. The rating agency also downgraded
the deposit ratings of the company's subsidiary banks. Moody's rating
action reflects Zions' substantial commercial real estate concentration
risk and relatively modest market shares outside of Utah and Idaho. The
ratings were placed on review for possible downgrade following the
termination of the merger agreement between Zions and First Security -- a
transaction that would have strengthened Zions' existing market positions,
achieved cost savings, and expanded its franchise into new markets.
(Moody's had previoulsy upgraded Zions' ratings based on the First Security
merger.) The rating outlook is stable, Moody's said.

Moody's noted that Zions, helped by acquisitions, has experienced
substantial loan growth, expecially in the increasingly competitive
commercial real estate (CRE) sector. CRE exposure currently exceeds 45% of
the loan book, although this includes the lower-risk owner-occupied
segment. On the other hand, construction and land development loans, which
are among the riskiest in the CRE category, approximate two times tangible
common equity.

The company still enjoys a solid core deposit base in attractive markets,
although margins have declined as strong loan growth has been funded with
higher cost borrowings. The rating agency added that recent earnings
performance has been hurt by one-time charges associated with the failed
merger. However, regulatory capital ratios remain strong.

The following ratings have been downgraded:

    A) Zions Bancorp -- The subordinated debt rating to Baa1 from A3.

    B) Zions First National Bank - The long-term deposits rating to A2 from
                                    A1;
                                 - the long-term issuer rating to A2 from
                                    A1;
                                 - the other long-term senior obligations
                                    rating to A2 from A1;
                                 - the junior subordinated debt rating to A3
                                    from A2;
                                 - and the bank financial strength rating to
                                    C from C+.
                                 - The Prime-1 short-term deposit rating and
                                    the Prime-1 rating on other short-term
                                    senior obligations were confirmed.

    C) California Bank & Trust - The long -term deposits rating to A2 from
                                  A1;
                               - the long-term issuer rating to A2 from A1;
                               - and the other long-term senior obligations
                                  rating to A2 from A1.
                               - The Prime-1 short-term deposit rating, the
                                  Prime-1 rating on other short-term senior
                                  obligations and the D+ bank financial
                                  strength rating were confirmed.

    D) Zions Institutional Capital Trust A - The preferred stock rating to
                                              "a3" from "a2".

Zions Bancorp, headquartered in Salt Lake City, Utah had assets of $21
billion at midyear 2000.


* BOOK REVIEW: The Rise and Decline of the Medici Bank, 1397 - 1494
-------------------------------------------------------------------
Author: Raymond de Roover
Publisher: Beard Books
Softcover: 500 Pages
List Price: $34.95
Order a copy today from Amazon.com at
http://www.amazon.com/exec/obidos/ASIN/1893122328/internetbankrupt

Review by Susan Pannell

It's the name on the door that grabs you. The Medicis were wheeler-dealers
extraordinaire. From modest beginnings as tradesmen in the thirteenth
century, they became dukes of Tuscany, the richest family and de facto
governors of Florence, builders of monuments (often to themselves for
example, the churse of San Lorenzo), and compilers of an excellent library
that still exists (the Biblioteca Laurenziana). Their political power
shaped history; two Medicis sat in the Vatican; Machiavelli dedicated The
Prince to a Medici, Lorenzo the Magnificent, in vain hopes of getting his
job back; and the Medicis may have been indirectly responsible for the
invastion of Italy in 1494 by Charles VIII of France.

Despite their colorful splash in history, the Medicis' activities as
bankers and traders have received less scrutiny--oddly, in view of the fact
that it was financial power that quite literally bankrolled everything.
Economic historian Raymond de Roovver puts business first in this book, a
classic analysis of medieval period banking and trade.

Founded by Giovanni di Bicci de Medici, the Medici Bank was the most
powerful banking house of the fifteenth century, achieving its zenith in
the years from 1429 to 1464 when Cosimo was in charge, and then skidding
for the thirty years between his death and the expulsion of the Medici
family from Florence in 1494. From its headquarters in Florence, the bank
established branches everywhere that mattered. It served as financial agent
of the Roman Catholic Church, extended credit to monarchs, and facilitated
international trade in Western Europe. By their personal influence and the
use of their profits, the owners and administrators of the bank contributed
significantly to the development of Florence as the greatest center of the
Renaissance.

As the author points out, a study of the Medici Bank is worthwhile from a
microeconomic perspective as well. In the pre-industrial era of the
Medicis, banking and trade were synonymous with big business there was
nothing bigger. While the techniques of modern business have changed in the
past five to six hundred years, most notably in methods of communication,
the human resources problems confronting business today are remarkably
similar to those the Medicis wrestled with centuries ago; how to select the
right manager for the right job, how to coordinate different branches and
departments, when to retain personal control and when to delegate.

The bank used the best methods available for handling every business
problem, representing, therefore, not a typical business of the time but
rather the optimum that was achieved in the Middle Ages and the
Renaissance. Despite their stature, however, the Medicis were not immune to
unfavorable economic conditions or political forces, such as organized
consumer groups and the climate created by the War of the Roses in England.

The book combines superb research and analysis with graceful writing. The
numerous illustrations, diagrams, charts and tables (including
genealogies), drawn from archival material, make this work as valuable now
as when it was first published in 1963.

Raymond de Roover was born in Belgium, and earned an M.B.A. from harvard
and a Ph.D. from the University of Chicago


                                *********


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

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Each Friday's edition of the TCR includes a review about a book of interest
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                               *********

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

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

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