TCR_Public/001018.MBX              T R O U B L E D   C O M P A N Y   R E P O R T E R

                Wednesday, October 18, 2000, Vol. 4, No. 204

AMERICAN METROCOMM: Creditors' Committee Objects to Appointment of Trustee
BRIDGEWATER RESOURCES: Trash Hauler Files Chapter 11 Case in New Jersey
CENTURYTEL: S&P Assigns Triple B+ Rating To Senior Notes & Outlook Negative
CLARIDGE HOTEL: Board Urges Judge Wizmur to Welcome Park Place Bid
CLARK MATERIAL: Enters Into Manufacturing Agreement with Hoist Liftruck

CORAM HEALTHCARE: Asks for More Time to Assume or Reject Unexpired Leases
COSTILLA ENERGY: Liquidating Plan Declared Effective
DRYPERS CORPORATION: Court Okays $25M DIP Financing Pact with Fleet Capital
EXCELSIOR-HENDERSON: E.H. Partners Outlines Plans for Motorcycle Firm
FEDERAL-MOGUL: Moody's Downgrades Debt Ratings & Negative Outlook Continues

FINE'S: Emerges From Chapter 11 and Paragon Extends $3.5MM Exit Facility
FRUIT OF THE LOOM: Second Motion For Extension Of Exclusive Periods
GENEVA STEEL: SEC and U.S. Trustee Raise Objections to Debtors' Plan
HARNISCHFEGER INDUSTRIES: Seeks Approval of Settlement with Dolet Hills
HAYES LEMMERZ: Moody's Confirms Debt Ratings & Changes Outlook To Negative

JOAN & DAVID: Announces Purchase Agreement With Maxwell Company for $16.8MM
LEVITZ FURNITURE: Files Consensual Amended Plan of Reorganization
LOEWS CINEPLEX: Depressing Results Prompts Modification of Bank Waiver
NATIONAL HEALTH: S&P Announces Ratings On CreditWatch With Neg Implications
NATIONSWAY TRANSPORT: Judge Curley Approves Reorganization Plan

RECOM MANAGED SYSTEMS: Vanguard Offers $100K for 87% Stake in New Company
SAFETY-KLEEN: Personal Injury Claimants Move for Relief From Stay
SOUTHERN ENERGY: Moody's Will Continue to Review Ratings for Downgrades
SPINTEK GAMING: Company is Virtually Out of Cash
STELLEX TECHNOLOGIES: Court Gives Interim Nod to Management Retention Plan

STONE & WEBSTER: Merrill Lynch & Credit Suisse Agree to Buy Shaw Stock
SUN HEALTHCARE: Court Approves Transfer of Palmyra & Tigard Facilities
TIME WARNER: Moody's Assigns Ba3 Rating to Senior Secured Credit Facility
VENCOR, INC.: Agrees to Allow Claimant to Pursue State Court Litigation
VIDEO CITY: Taps Troy & Gould as Special SEC Counsel & Advisors

WEINER'S STORES: Houston Retailer Files Chapter 22 Case in Delaware
WEINER'S STORES: Case Summary and 20 Largest Unsecured Creditors
XEROX CORP: Copy Machine Maker Denies Rumors It's Considering Bankruptcy

* Meetings, Conferences and Seminars


AMERICAN METROCOMM: Creditors' Committee Objects to Appointment of Trustee
The Official Committee of Unsecured Creditors of American Metrocomm
Corporation, et al., objects to a motion presented by Cisco Systems, Inc.
and Cisco Systems Capital Corporation seeking appointment of a Trustee or
an Examiner in American Metrocomm's chapter 11 cases pending before the
U.S. Bankruptcy Court in Wilmington, Delaware.  

The Committee charges that Cisco's motion is a "transparent attempt to
derail and disrupt the Chapter 11 proceedings," and that Cisco uses its
motion to embark on a 35-page diatribe against Mr. Henry personally.  The
Committee submits that Cisco has failed to allege facts to establish
fraud or dishonesty against the estates by the officers or directors
sufficient to warrant the appointment of a trustee. Cisco has also failed
to allege facts to establish that the officers and directors of the estates
were incompetent or otherwise mismanaged the affairs of the debtors to a
degree sufficient to warrant the appointment of a trustee.

In addition, the Committee points-out, Cisco is a defendant in a pending
lawsuit in New Orleans that represents a significant asset of these

BRIDGEWATER RESOURCES: Trash Hauler Files Chapter 11 Case in New Jersey
Somerset County's Bridgewater Resources, The Courier News reports, sought
bankruptcy protection under Chapter 11 with an unpaid loan of $6 million on
its tail. The N.J.-based company has stopped paying its loan for a year and
a half already, due to tough competition. Bridgewater handles the trash in
Somerset County towns. Court documents states, the trash hauler posted
assets of $41.8 million over debts of $38.2 million and a secured debt of
$27.5 million. One of the attorneys of the trash hauler, Howard Greenberg
said, the company will submit a reorganization plan under 120 days. In
spite of the filing, county officials said operations are still at a go.
Joseph Horner, president and sole stockholder wasn't available for

CENTURYTEL: S&P Assigns Triple B+ Rating To Senior Notes & Outlook Negative
Standard & Poor's assigned its triple-`B'-plus rating to CenturyTel Inc.'s
$800 million aggregate senior notes series H, and remarketable senior notes
series I and series J. Proceeds from these debt issues will be used to pay
down a portion of bank debt incurred by the company to purchase nearly half
a million access lines owned by the former GTE Corp.

At the same time, Standard & Poor's has affirmed the existing ratings for

The outlook is negative.

The ratings reflect CenturyTel's attractive business position in the rural
incumbent local exchange carrier business, which is subject to minimum
competition and which consistently produces operating cash flow margins in
excess of 50%. These characteristics partially offset the anticipated near-
term pressure on the company's financial profile from approximately $1.5
billion in debt incurred to finance four GTE transactions closed in 2000,
representing about 491,000 lines.

CenturyTel is a diversified telecommunications carrier that derives 71% of
its revenues from its rural local exchange business, pro forma for the GTE
acquisitions. The company has aggressively expanded its access-line base
over the past few years through acquisitions, with its 1997 purchase of
Pacific Telecom (now known as CenturyTel of the Northwest) adding about
660,000 lines. The company has a demonstrated track record in cost
effectively integrating such large-scale operations. The integration of the
GTE properties is anticipated to result in net operational cash flow
benefits from both cost savings and increased penetration of enhanced

Performance of the company's wireless operations, which represent 17% of
combined pro forma revenues, has been somewhat under pressure in 2000.
Declining roaming revenues, coupled with lower monthly average revenue per
unit and higher customer acquisition costs, have resulted in a decline in
operating cash flows of nearly 10% for the second quarter of 2000 from the
second quarter of 1999, adjusted for asset sales. While the company's
wireless margins are expected to remain under pressure in the near term,
this trend will be mitigated in the longer term by the gradual
stabilization of roaming revenues. Moreover, the company's ongoing
expansion of its digital wireless network capabilities holds the promise of
heightened minutes-of-use growth by customers.

Assuming that CenturyTel finances the GTE acquisition on a permanent basis
with additional debt, funds from operations interest coverage and net cash
flows to total debt are expected to be somewhat weak for the rating in
2001, at 4.0 times and 21%, respectively. However, given the healthy free
cash flows from the incumbent local exchange carrier business and potential
proceeds from the sale of noncore assets, such as the company's minority
cellular partnerships and wireless tower properties, CenturyTel has
flexibility to improve its financial profile beyond 2001. In the past, the
company has used this strategy to improve leverage levels. While the
company's debt to total capital was 67% at year-end 1997 with the close of
the Pacific Telecom purchase, debt had declined to 51% as of June 30, 2000.


If the company is not able to improve its financial profile over the next
few years, ratings could be lowered. CenturyTel has to demonstrate
sustained improvement in profitability measures at its wireless operations,
as well as pay down debt, to bring leverage to a more balanced level in the
capital structure. The ratings do not provide flexibility for any
significant additional debt-financed acquisitions, Standard & Poor's said.


    CenturyTel Inc.
     Senior notes series H  BBB+
     Remarketable senior notes series I  BBB+
     Remarketable senior notes series J  BBB+


    CenturyTel Inc.
     Corporate credit rating  BBB+/A-2
     Senior unsecured debt  BBB+
     Senior unsecured bank loan  BBB+

    Shelf registration:
     Senior unsecured debt (preliminary)  BBB+
     Preferred stock (preliminary)  BBB-
     Commercial paper  A-2

    CenturyTel of the Northwest Inc. (formerly Pacific Telecom)
     Senior unsecured debt (Gtd: CenturyTel Inc.)  BBB+

CLARIDGE HOTEL: Board Urges Judge Wizmur to Welcome Park Place Bid
The Claridge Hotel and Casino Corporation ("Corporation") which operates
the Claridge Casino Hotel here informed Judge Wizmur of the United States
Bankruptcy Court that, after careful deliberation, its Board of Directors
intends to move forward with Park Place Entertainment Corporation's ("Park
Place") bid to purchase the Claridge Casino Hotel.

The Board of Directors has determined that the sale of the Claridge Casino
Hotel to Park Place would return substantial value to its creditors. The
Board's financial advisors have estimated that noteholders could receive an
approximately 80% recovery.

Park Place's purchase of the Claridge Casino Hotel is contingent upon,
among other matters, its receiving certain regulatory approvals from the
New Jersey Casino Control Commission and the confirmation of a Plan of
Reorganization by the United States Bankruptcy Court.

GB Holdings, Inc. whose bid for the Claridge Casino Hotel expired by its
own terms on October 13, 2000, indicated that it may file a competing Plan
of Reorganization. Judge Wizmur scheduled November 13, 2000 for the
submission of revised Plans of Reorganization and Disclosure Statements.
On August 16, 1999, the Corporation and its subsidiary, The Claridge at
Park Place, Incorporated, that operates the Claridge Casino Hotel, filed
voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code in order
to facilitate a financial restructuring.

The Claridge Hotel and Casino Corporation is a closely-held public
corporation and is the issuer of $85 million of 11-3/4% First Mortgage
Notes which are publicly traded on the New York Stock Exchange under the
symbol CLAR02.

CLARK MATERIAL: Enters Into Manufacturing Agreement with Hoist Liftruck
Clark Material Handling Company entered into a Manufacturing Agreement to
continue the implementation of the transition strategy pursuant to an order
of the court dated June 27, 2000. The transition strategy was designed to
enable the debtors to conduct an orderly wind-down of manufacturing
operations at the Lexington Facility and to transition those operations to
certain non-debtor foreign subsidiaries and third parties where the
manufacture of the Lexington Facility product lines would continue on a
more cost-effective and profitable basis and whereby worldwide excess
capacity would be significantly reduced. To secure the third party
manufacturers necessary to implement this strategy, the debtors anticipated
entering into manufacturing agreements, a practice not uncommon in the
industry, with parties who manufacture similar or related product lines.

The debtors have begun to terminate the manufacturing of product lines at
the Lexington Facility and have begun to manufacture those product lines at
Clark Asia, Clark Germany and Blue Giant as contemplated by the Transition
Strategy. The debtors have also sold inventory and tooling equipment to
both Clark Asia and Clark Germany, related to the expansion of
manufacturing in Korea and Germany. In addition, Clark Asia has entered
into additional financing arrangements with one of its existing lenders
providing for up to an additional approximately $29.5 million in financing.
This additional financing will be used by Clark Asia to support its
expanded manufacturing operations.

The debtors have selected Hoist Liftruck Mfg., Inc. as the qualified
manufacturer to produce larger forklift models. The debtors seek authority
to enter into the Manufacturing Agreement to further continue the
implementation of the Transition Strategy. Hoist will manufacture certain
forklift trucks under economic terms that are more favorable to the debtors
than if the debtors continued such manufacturing operations themselves at
the Lexington Facility or attempted to move them to Korea or Germany.

CORAM HEALTHCARE: Asks for More Time to Assume or Reject Unexpired Leases
Coram Healthcare Corp. and Coram, Inc. seek court authority to extend the
time to assume or reject unexpired leases of nonresidential real property.
The debtors continue to be party to numerous leases of nonresidential real
property. The debtors seek an extension until the earlier of 90 days or the
effective of the debtors' plan of reorganization. The debtors state that
their cases are both large and complex, and that the unexpired leases are
an important asset of the estate and are central to the plan which is
premised upon a reorganization around the Coram entity.

A hearing on the motion will be held before the Honorable Mary F. Walrath,
October 26, 2000 at 10:30 AM.

COSTILLA ENERGY: Liquidating Plan Declared Effective
Costilla Energy, Inc. announced that its Liquidating Plan of
Reorganization, confirmed by the U.S. Bankruptcy Court in Texas on
September 15, 2000, is now effective. As a result the Company has emerged
from Chapter 11 protection, under which it had been operating since
September 3, 1999. The Company stated that substantially all of its oil and
gas assets were sold on June 15, 2000 and that the Plan's material features
relate to the distribution of proceeds from that sale, the creation of a
liquidating trust, and the cancellation of all of the Company's equity
interests.  (New Generation Research, Inc. 16-Oct-00)

DRYPERS CORPORATION: Court Okays $25M DIP Financing Pact with Fleet Capital
Drypers Corporation (OTC Bulletin Board: DYPR) announced that it has
received approval from the Bankruptcy Court for its debtor-in-possession
(DIP) financing and other first day orders. The DIP agreement calls for
Fleet Capital Corporation to provide a new $25.0 million credit facility to
fund the Company's ongoing operating needs during its voluntary
restructuring under Chapter 11 of the United States Bankruptcy Code.

"We are pleased that the Court promptly approved our request for post-
petition financing and other first day orders," said Walter V. Klemp,
chairman and chief executive officer of Drypers Corporation. "This funding
will help provide our vendors with additional financial assurances that we
will continue to operate our business while we restructure, and that they
will be paid in the ordinary course for goods and services we purchase from
them going forward."

"With our first day orders approved and our DIP financing in place, we can
now renew our focus on getting customer service back to the levels we are
known for," said Klemp.

Drypers also announced its common stock began trading on the OTC Bulletin
Board under the symbol "DYPR", effective October 11, 2000. The Company was
recently notified by The Nasdaq Stock Market that the Company was no longer
in compliance with the market's financial requirements for continued
listing on The Nasdaq SmallCap Market which necessitated the move.

Drypers Corporation manufactures and markets premium quality disposable
diapers, training pants and pre-moistened wipes under the Drypers(TM) brand
and is a major provider of private label disposable baby diapers and
training pants. Drypers Corporation is committed to the development of
value brands and to building lasting global brand equity through product
innovation and differentiation in a vital category. Headquartered in
Houston, Texas, the Company operates in North America, Latin America,
Southeast Asia, and other international markets.

EXCELSIOR-HENDERSON: E.H. Partners Outlines Plans for Motorcycle Firm
E.H. Partners, Inc., the owner of The Excelsior-Henderson Motorcycle
Manufacturing Company announced its plans for the business it acquired out
of Chapter 11 in September, 2000. A two month review of the business by
both new management and consultants indicates clearly that restructuring
and relaunching the Company will require a more extended period of time
than originally anticipated to execute a successful, high impact reentry of
the brand for the 2001 season. Given that conclusion, management has
decided to plan new model market entry for 2002. This will allow the
Company the time needed to properly restaff the organization, reestablish
its dealer network, perfect the design of its original market entry
motorcycles, and develop a broader line of both motorcycles and
accessories. At the appropriate time, Excelsior-Henderson will return to
the market with the very best heavyweight motorcycle technology, backed by
a complete and well-financed marketing plan.

To make this happen, E.H. Partners has retained the services of John
Hetterick and Jon Carlson, serving as acting CEO and COO, respectively. Mr.
Hetterick is the former CEO of both Verdant Brands, Inc. and Rollerblade,
Inc. and past President of Tonka International. Prior to that, he served in
executive positions of growing responsibility with both General Mills, Inc.
and Pepsico, Inc. Mr. Carlson is the former Senior Vice President of Case
Corporation's North American Business Unit with prior executive positions
at Deere and Company. Together, Mr. Hetterick and Mr. Carlson will focus on
managing the restructuring of Excelsior-Henderson and developing strategic
options for the Company.

In the interim and while the Company prepares for reentry, expenses will be
minimized and focused on preparation for reentry. The Company does not
anticipate adding significant numbers of employees in the immediate future.
The process of staffing up the organization can be expected to begin
sometime in the first half of 2001. In the meantime, more flexible outside
resources will be used to address the needs of the business.

While preparing for market reentry, the Company will also be seeking
additional investors and strategic partners to assure that the reentry into
the market of the valuable and historically important Excelsior-Henderson
brand is an unqualified success. The predecessor company reinvented an
American classic, delivering an exceptional proprietary motorcycle of
superior design and performance, built in a state-of-the-art manufacturing
facility. These are important assets of the new Excelsior-Henderson and it
is the intention of E.H. Partners, Inc. to assure that those assets are
leveraged for the maximum possible success in the market place.

FEDERAL-MOGUL: Moody's Downgrades Debt Ratings & Negative Outlook Continues
Moody's Investors Service downgraded the ratings of Federal-Mogul
Corporation and maintains a negative outlook.

The following ratings downgrades were effected:

    (i)   Downgrade to Ba3, from Ba2, of Federal-Mogul's $1.75 billion of
           senior unsecured bank credit facilities (consisting of a $1
           billion revolving credit due 2004, a $400 million ($370 million
           remaining) term loan A due 2004 and a $350 million ($347 million
           remaining) term loan B due 2005);

    (ii)  Downgrade to Ba3, from Ba2, of Federal-Mogul's aggregate $2.325
           billion of senior unsecured notes with various maturities;

    (iii) Downgrade to B2, from B1, of Federal-Mogul's $575 million of 7%
           junior subordinated debentures due 2027, together with a
           downgrade to "b2", from "b1" of the corresponding rating of
           Federal-Mogul Financing Trust $575 million of guaranteed trust
           preferred securities;

    (iv)  Downgrade to "b2" from "b1" of Federal-Mogul's preferred stock;

    (v)   Downgrade to (P)Ba3/(P)B2/(P)"b2", from (P)Ba2/(P)B1/(P)"b1" of
           Federal-Mogul's shelf registration for senior debt, subordinated
           debt and preferred stock, respectively;

    (vi)  Downgrade to Ba3, from Ba2, of Federal-Mogul's senior implied
           rating; and

    (vii) Downgrade to B1, from Ba2, of Federal-Mogul's senior unsecured
           issuer rating.

The ratings actions reflect Moody's concerns regarding Federal-Mogul's
series of senior management changeovers including the resignation of its
Chairman and Chief Executive Officer; changes in the tactics employed to
achieve the company's strategic objectives; inability to meet near-term
projections; problems effectively integrating its 18 recently-acquired
businesses, rationalizing facilities and generating greater operating
efficiencies in an expedient manner; higher-than-expected asbestos
settlements; and materially negative impacts on earnings and working
capital of several market dynamics including the rapid devaluation of the
Euro and the much-greater-than-forecasted softening of both the North
American aftermarket and the heavy duty truck market. Management now
estimates that Federal-Mogul will have a $200 million fiscal year 2000 cash
flow shortfall, in contrast to the minimum cash-neutral position it
estimated in June 2000 and the positive $200 million cash surplus predicted
at the outset of the year. The company remains highly levered, especially
after taking into account the $420 million off-balance sheet accounts
receivable securitization facility and the uninsured portion of Federal-
Mogul's actual and potential asbestos claims obligations. Additionally, the
company's stock price has been steadily declining from an almost $70 per
share high in early 1999, to a low of $3.75 per share last week, thereby
diverting management's attention and hampering Federal-Mogul's financial
flexibility. Concerns about Federal-Mogul's ability to manage its asbestos
liabilities have recently been heightened, given the escalation in cash
settlements that the company has actually paid year to date versus its
earlier year 2000 guidance.

More positively, the rating actions also consider Federal-Mogul's continued
significant position in the global marketplace; its notable geographic and
product diversity and its reputable brands; as well as the company's plans
to immediately curtail non-customer related expenses and capital projects
and implement various initiatives to improve operating performance through
the acceleration of lean manufacturing techniques, expansion of supply
chain management and further consolidation of global operations. It was
indicated that the search for a new chief executive will focus on
individuals who have proven abilities to execute at the operational level.
Management and the board recognize that Federal-Mogul's aftermarket
infrastructure must be promptly downsized in order to adjust to fundamental
changes in both aftermarket demand and retailing dynamics. While the
decline in the Euro and certain other currencies affects about one-third of
Federal-Mogul's business, the company's policy is to hedge for any cash-
oriented risks. Federal-Mogul maintains that it is adequately reserved and
insured for pending asbestos liabilities.

Federal-Mogul announced that it expects a break-even third quarter ending
September 30, 2000 and that fourth quarter earnings will be modestly
improved from that level. Earnings per share in 2000 will therefore run
materially below management's June 2000 market guidance of $3 per share and
initial expectations of $4 per share. Leverage as measured by "total
debt/EBITDA" (excluding roughly $408 million in usage under the $420
million off-balance sheet accounts receivable facility and the company's
asbestos liabilities) will approximate 4x for the twelve months ending
December 2000, and EBITA coverage of interest and asbestos payments will
likely fall below 2x. Federal-Mogul's EBITA return on assets is substandard
for its rating category at about 9%.

Federal-Mogul has indicated that it will provide more detailed market
guidance for near-term earnings and cash flow later this week, coincident
with the company's third quarter earnings announcement. Federal-Mogul's
management and board of directors will back up the expectations with the
details of initiatives to be aggressively implemented with the objective of
upgrading performance and controls.

While Moody's has not notched the rating of the $2.325 billion of senior
unsecured notes below the $1.75 billion of senior unsecured bank credit
facilities and the expectation was that they would function as pari passu
obligations, there is some indication that the banks are potentially in a
more secure position. In the event of a default under Federal-Mogul's bank
credit agreement, the company has the ability to pledge certain of its hard
assets as collateral without triggering any default provisions within the
senior unsecured indentures. While both the bank facilities and senior
notes are currently supported by certain stock pledges, a larger number of
subsidiaries' stock is pledged to the bank facility lenders. Per the terms
of both the note indentures and bank credit agreement, the senior bank
credit facilities and senior notes are supported by equivalent guarantees.
In contrast, the senior unsecured issuer rating reflects the assumption
that there are no subsidiary guarantees of the Federal-Mogul obligations,
thereby explaining the two-notch downgrade of that rating.

Moody's ongoing analysis of Federal-Mogul will consider several factors
including the awaited updated earnings and cash flow guidance, together
with the company's success in achieving its revised forecasted results over
the coming fiscal quarters; refined quantification of the downside
remaining in the aftermarket, heavy duty market, and foreign currency
markets; Moody's evaluation of the ability of the interim chief executive
and board of directors to re-focus the business on programs that will
reduce debt and improve leverage and interest coverage; and our confidence
that an effective permanent chief executive candidate will be identified in
a timely fashion. We will additionally look to gain more feedback on the
company's expected ongoing liquidity, potential asset sales and conclusions
of an updated asbestos actuarial study that will be conducted shortly. The
current ratings and outlook are based upon information that is currently
available to Moody's and are potentially subject to prompt adjustment
either upward or downward in the event of future unexpected announcements
by Federal-Mogul.

Federal-Mogul, headquartered in Southfield, Michigan, is a global
manufacturer and distributor of a broad range of vehicular components for
automobiles and light trucks, heavy duty trucks, farm and construction
vehicles and industrial products. Customers include both original equipment
manufacturers and aftermarket distributors.

FINE'S: Emerges From Chapter 11 and Paragon Extends $3.5MM Exit Facility
Fine's has emerged from Chapter 11 stronger than ever in the young men's
apparel market, posting 23 percent sale gains for the back to school months
of July, August and September.

Retail lender Paragon Capital, of Needham, Mass., announced that it has
extended its $3.5 million line of credit to the 67-year-old Fine's based in
Norfolk, Va, for another three years. The line of credit, originally
established as debtor-in-possession financing in February 1999 when the
retail chain filed for Chapter 11, has been extended through October 1,

"We value our relationship with Paragon," said Mitchell Fine, the grandson
of one of the original founders. "When we were going through
reorganization, what we found most helpful was Paragon's flexibility. We
were going from 50 stores to 20 and we had to re-work a number of business
plans, but they were always there to make sure we got the optimal level out
of our operation. They worked with us as a partner."

Fine's specializes in young men's branded apparel. They carry such names as
Ecko, Enyce, Phat Farm, and Roccawear. They also sell non-branded apparel
that is less expensive, but similar in style to the branded lines. Fine's
has stores in Virginia, Maryland, North Carolina and South Carolina.
Starting as a hat and neckwear store more than 65 years ago, Fine's has
shown great flexibility by adapting to new markets and new trends. It owes
its recent successes to a finely tuned marketing plan that targets 16- to
25-year-old youths who are looking for current trends in urban fashions.
That plan paid off this August when Fine's emerged from reorganization.

"Prior to going through reorganization, our stores sold almost 100 percent
branded products," said Fine. "Now we're about 50 percent branded and 50
percent unbranded and have found that has helped us broaden our customer

Fine said Paragon's new financing package would be used to solidify its
current market position and, over time, open new stores.
"We couldn't be more excited with the turnaround that Fine's has been able
to execute," said Andrew Moser, President & COO of Paragon Capital. "We
were happy to be a part of it and look forward to watching Fine's grow."
"Fine's passion, commitment and hard work has resulted in a success all can
be proud of," said Stewart Cohen, Paragon Capital CEO. "The key isn't what
obstacles you face as a retailer, but rather, how quickly and effectively
you recognize, adapt, and change. Paragon prides itself on helping dynamic
specialty retailers meet the challenges during times of change."

Based in Needham, Mass., with offices in Philadelphia, Paragon Capital is
an asset-based lender to retailers throughout North America. Paragon has
experienced dramatic growth since it was founded in 1997, completing almost
$200 million in new financing with companies like: The Art Store, The Home
Company, Harvey Electronics, Golf America, Pacific Eyes & T's and Sun & Ski
Sports. One of the main reasons for Paragon's success is that, as retailers
and merchants with lending expertise, the management team applies a true
merchant's perspective in lending to retailers. As Paragon's business
booms, the company is defining a new specialized lending niche and quickly
becoming part of leading-edge developments in the retail industry.

Paragon Capital is a partnership between one of America's premier boutique"
asset valuation firms, The Ozer Group LLC of Needham, Mass., and a leader
in the asset-based lending industry, Foothill Capital Corporation of Los

Foothill is a subsidiary of Wells Fargo & Company, a $202 billion financial
services company. With the backing of Wells Fargo and Foothill, Paragon
functions autonomously as an entrepreneurial company that provides
financing solutions to North American retail and consumer products

FRUIT OF THE LOOM: Second Motion For Extension Of Exclusive Periods
"[T]he difficult task of formulating and negotiating a plan . . . has
commenced," Fruit of the Loom tells Judge Walsh in its second motion for
an extension of its exclusive period during which to file a plan of
reorganization and solicit acceptances of that plan.
Specifically, Fruit of the Loom asks Judge Walsh to approve a two-month
extension of the time within which it will have the exclusive right to
propose a Chapter 11 plan of reorganization through December 31, 2000.
The Debtors ask for a concomitant extension of the exclusive solicitation
period through March 1, 2001.  Judge Walsh will entertain the Debtors'
request at a hearing on October 25 in Wilmington. (Fruit of the Loom
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service, Inc.,

GENEVA STEEL: SEC and U.S. Trustee Raise Objections to Debtors' Plan
Awaiting its confirmation plan hearing this Oct. 26, new hurdles surface
for Geneva Steel Company in Vineyard, Utah, The Salt Lake Tribune reports.
Under the proposed plan, creditors are to release the steel maker's former
officers, directors, attorneys, accountants and investment bankers from
liability.  "The SEC is taking the position the Bankruptcy Code does not
permit that," SEC attorney in Los Angeles, Sandra Lavigna says.  The U.S.
trustee joins the SEC in its objection.  

HARNISCHFEGER INDUSTRIES: Seeks Approval of Settlement with Dolet Hills
In 1993 and 1996, Harnischfeger Corporation entered into purchase
agreements with Dolet Hills Mining Venture under which Dolet bought two
Model 1550 Hydraulic Mining Excavators. Dolet entered into a Replenishing
Parts Consignment and Purchase Agreement in 1999 too. Dolet would store
certain replacement hydraulic cylinders and other replacement parts for
the Excavators and HarnCo would use those parts to repair the equipment

A dispute arose under the Special Cylinder Warranty that is included in
HarnCo's standard form purchase and parts agreements. Dolet thinks the
wording says HarnCo has an evergreen warranty obligation to replace
cylinders forever. HarnCo's been sending Dolet bills for cylinders used
in the Excavators. When Dolet didn't pay the bills, HarnCo sent a
Termination Letter on January 18, 2000. Negotiations ensued and culminate
in an agreement whereby:

    (A) Dolet will pay HarnCo $193,000;

    (B) HarnCo will warrant that each cylinder will last 7,000 clock hours;

    (C) HarnCo will rescind the Termination Letter.

By this Motion, pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the Debtors ask Judge Walsh to give his stamp of approval to
this compromise and settlement. (Harnischfeger Bankruptcy News, Issue No.
28; Bankruptcy Creditors' Service, Inc., 609/392-0900)

HAYES LEMMERZ: Moody's Confirms Debt Ratings & Changes Outlook To Negative
Moody's Investors Service confirmed the debt ratings of Hayes Lemmerz
International, Inc., but changed the ratings outlook downward to negative,
from stable.

The specific ratings confirmed are as follows:

    (i)   B2 rating of Hayes Lemmerz's $250 million of 11% guaranteed senior
           subordinated notes due 2006;

    (ii)  B2 rating of Hayes Lemmerz's $250 million of 9.125% guaranteed
           senior subordinated notes due 2007;

    (iii) B2 rating of Hayes Lemmerz's $150 million of 9.125% guaranteed
           senior subordinated notes due 2007;

    (iv)  B2 rating of Hayes Lemmerz's $250 million of 8.25% guaranteed
           senior subordinated notes due 2008;

    (v)   Ba3 rating of Hayes Lemmerz's $1.1 billion of guaranteed senior
           secured bank credit facilities (consisting of a $650 million
           guaranteed senior secured revolving credit due 2005 and a $450
           million guaranteed senior secured term loan due 2005);

    (vi)  Ba3 senior implied rating of Hayes Lemmerz; and

    (vii) B1 senior unsecured issuer rating of Hayes Lemmerz.

The ratings and negative outlook reflect the negative impact of this year's
soft heavy truck production on Hayes Lemmerz's cash flow and earnings
performance, and the expectation that the heavy truck downturn will
continue into 2001. This negative trend for heavy truck sales, along with
certain new OEM program launch delays, temporary OEM plant shutdowns
related to the Ford tire recall and summer holiday periods, and dislocation
of certain DaimlerChrylser platforms have exacerbated the company's already
low levels of retained cash after capital expenditures, high leverage due
to certain large debt-financed acquisitions and potentially strained debt
service coverage. Additional negative factors include Hayes Lemmerz's
depressed stock price, which is at a five-year low at under $10 per share;
the implementation of a $30 million stock repurchase program ($23.6 million
effected to date) which increased borrowing levels; customer concentrations
with the "Big Three" OEM's accounting for 59% of 1999 sales; higher
inventory levels; and a demanding competitive environment. With
approximately 30% of overall sales occurring in Europe and other
international markets (as is consistent with many other Tier I global auto
parts suppliers), Hayes Lemmerz has significant non-cash currency
translation exposure. The company's revenues and operating margins are also
highly sensitive to the cyclicality of the US and European economies.

More positively, the ratings also reflect Hayes Lemmerz's strengths;
including the company's strong new business volume; #1 or #2 market share
for most of its primary products; proven ability to integrate acquisitions
and improve the company's cost structure; expanded product line with
greater ability to engineer, produce and integrate higher-content
suspension modules; and increased globalization to both satisfy OEM
requirements and minimize labor costs. Additional strengths include Hayes
Lemmerz's focus on technology, most notably with regard to introducing a
broad array of lighter-weight aluminum products; the increasing outsourcing
trend by OEM's on a worldwide basis; the company's Tier I supplier status
and its negligible aftermarket exposure.

Hayes Lemmerz's July 31, 2000 LTM leverage, as measured by "Total
Debt/EBITDA", was high at approximately 4.3x including only on-balance
sheet debt, and 4.5x after also including an average of $145 million usage
under the company's $175 million off-balance sheet accounts receivable
securitization program. Total debt was roughly 87% of book capitalization.
July 31, 2000 LTM interest coverage, as measured by "EBITDA-
CapEx/Interest", was marginal at approximately 1.75x. Hayes Lemmerz has
significant goodwill equal to about 42% of assets as a by-product of
acquisition activity. Tangible equity as at July 31, 2000 was approximately
negative $935 million. The company's EBITA return on total assets is
satisfactory at approximately 10%.

Moody's will continue to monitor Hayes Lemmerz's progress with regard to
preserving returns and cash flow in light of the downturn in the heavy
truck market, the devaluation of the Euro, potentially falling OEM demand
in 2001 and other challenging market factors. Senior management is planning
to conservatively manage the company's operations over the next year, with
the goals of reducing leverage, improving retained cash generation,
maintaining strong OEM relationships and increasing modular content per
vehicle for its primary existing product lines.

Hayes Lemmerz, headquartered in Northville, Michigan, is a leading supplier
of suspension module components to the global automotive and commercial
highway markets, with a presence in 17 countries. The Company's products
for the suspension module include wheels, wheel-end attachments, aluminum
structural components and automotive brake components. In addition to
suspension module components for light vehicles, the Company also designs
and manufactures wheels and brake components for commercial highway
vehicles, and powertrain components for the automotive industry. The
Company is the #1 or #2 independent manufacturer of virtually all of its
primary products in the markets in which it competes. Annual sales are
approximately $2.3 billion.

JOAN & DAVID: Announces Purchase Agreement With Maxwell Company for $16.8MM
Maxwell Shoe Company Inc., (Nasdaq: MAXS), announced it has signed an Asset
Purchase Agreement to acquire a substantial portion of the assets of joan
and david helpern, incorporated and JOAN HELPERN DESIGNS, INC. for an
aggregate $16.8 million in cash. joan and david helpern, incorporated, a
women's designer footwear and apparel marketer, filed for Chapter 11
voluntary bankruptcy protection in March 2000. The Asset Purchase Agreement
was approved by the United States Bankruptcy Court on October 13, 2000 and
is subject to other customary closing conditions. The transaction is
currently expected to be completed shortly.
According to the terms of the Agreement, Maxwell Shoe Company will acquire
a substantial portion of joan and david helpern, incorporated's assets,
including certain inventory, the on-order merchandise, leases for the
corporate office, as well as all the trademarks of JOAN HELPERN DESIGNS,
INC. Mark J. Cocozza, Chairman and Chief Executive Officer of Maxwell Shoe
Company, commented, "We are pleased to announce the Joan & David brand will
be included as part of the portfolio of footwear brands offered by the
Maxwell Shoe Company. The Joan & David brand is a prominent brand, held in
high esteem amongst retailers and consumers."

Mr. Cocozza concluded, "This is a meaningful strategic addition for Maxwell
Shoe Company. Joan & David is a designer line which broadens Maxwell Shoe
Company's presence in the upscale market and complements our existing

Maxwell Shoe Company Inc. designs, develops and markets casual and dress
footwear for women and children. The Company's brands include Mootsies
Tootsies, Sam & Libby, Dockers(R) Footwear for Women, A LINE ANNE
KLEIN(TM), ANNE KLEIN2(R) and J. G. Hook.

LEVITZ FURNITURE: Files Consensual Amended Plan of Reorganization
Levitz Furniture Corporation announced that it has filed an amended plan of
reorganization and disclosure statement with the Bankruptcy Court,
important steps in Levitz's emergence from its Chapter 11 proceeding. As
previously announced in August of this year, the amended plan of
reorganization contemplates the formation of a holding company, Levitz Home
Furnishings, Inc., which would own and separately operate Levitz and,
subject to satisfaction of certain conditions, Seaman Furniture Company.

The plan is supported by Levitz's Creditors Committee and two of its
largest creditors, Resurgence Asset Management L.L.C. and Cerberus Capital
Management, L.P.

The Bankruptcy Court set October 31 as the hearing date on the disclosure
statement and December 8 as the hearing date on the confirmation of the
plan. Assuming Court approvals and the satisfaction of conditions to the
plan, including financing, Levitz would emerge from bankruptcy by the end
of December.

As previously announced, upon confirmation of the plan of reorganization
Levitz and Seaman stores will continue to operate under their existing
banners. The plan of reorganization provides for an operating structure
whereby Ed Grund, Chief Executive Officer of Levitz, would direct all
aspects of operations for the 43 stores on the West Coast and
Minneapolis/St. Paul from a new Regional Headquarters to be located in
Pleasanton, California and Alan Rosenberg, Chief Executive Officer of
Seaman, would continue to direct the 51 Seaman stores while adding
responsibility for directing all aspects of the operations of the 15 Levitz
stores that will continue to operate on the East Coast. In addition, the
East Coast office will be responsible for all administrative and corporate
functions as well as for the selection of a core merchandise mix for all
Levitz stores. Levitz expects that its administrative offices in Boca
Raton, Florida and Pottstown, Pennsylvania would be phased out following
approval of the Levitz plan of reorganization with some personnel from
those offices possibly transferring to Seaman's headquarters on Long
Island, New York or to the new California office.

Levitz Furniture Corporation currently operates 58 stores in 11 states on
the East Coast, West Coast, and in the Midwest. To find the nearest store,
call toll free at 1-888-800-2000. Or for more information, visit the
company's web site at

LOEWS CINEPLEX: Depressing Results Prompts Modification of Bank Waiver
Loews Cineplex Entertainment Corporation (NYSE:LCP; TSE:LCX) announced that
due to the continued disappointing results at the box office, it has
modified the terms of the temporary waiver of covenant restrictions it
recently received from the syndicate banks under its Senior Revolving
Credit Facility. Under the revised terms, the Company will have access to a
limited amount of additional capital through November 24, 2000 and has
agreed to provide collateral to the lenders in the amount of the increased
loans. The Company will continue discussions with the lending group to
develop a longer term plan in order to be able to refinance or restructure
its indebtedness. There can, of course, be no assurance that the Company
will be able to reach agreement with its lenders.

As a result of this recent development, the Company will be delayed in
filing its Quarterly Report on Form 10-Q as it finalizes the terms of the
waiver modification and includes the appropriate disclosure in its Form 10-
Q. The Company will file a Notification of Late Filing on Form 12b-25 with
the Securities and Exchange Commission, which will extend the deadline for
the filing of its Form 10-Q for five days. The Company intends to file its
Form 10-Q by the end of this extension period.

Loews Cineplex Entertainment Corporation is the world's largest publicly
traded theatre exhibition company in terms of revenues and operating cash
flow, with 2,960 screens in 376 locations primarily in major cities
throughout the United States, Canada, Europe and Asia. Loews Cineplex's
divisions include Loews Cineplex United States, Cineplex Odeon Canada and
Loews Cineplex International. Loews Cineplex operates theatres under the
Loews, Sony, Cineplex Odeon and Europlex names. In addition, the Company is
a partner in Magic Johnson Theatres and Star Theatres in the U.S., Yelmo
Cineplex of Spain, De Laurentiis Cineplex in Italy, Odeon Cineplex in
Turkey and Megabox Cineplex of Korea.

NATIONAL HEALTH: S&P Announces Ratings On CreditWatch With Neg Implications
Standard & Poor's announced that its ratings on National Health Investors
Inc. will remain on CreditWatch with negative implications where they were
placed on Sept. 22, 2000.

This action follows management's recent announcement that the company has
obtained a 30-day extension to its credit facility, which was to have
matured on Oct. 10, 2000.

Management has indicated that the current agreement in principle between
the company and its bank lenders will result in both the maturing $102
million revolver and a $25 million term loan (due 2002) becoming secured by
a substantial portion of National Health's first-mortgage portfolio. As
contemplated, the renegotiated revolver would also require full
amortization over the next 14 months. A bond covenant governing the
relationship between secured debt and assets restricts the degree to which
new secured debt can be added to the capital structure. Management has
indicated that it intends to honor this limitation in the reworked bank
facility. Upon finalization of terms, Standard & Poor's will evaluate the
collateral package extended to the banks to determine the extent to which
current unsecured noteholders may become structurally subordinate.
Structural subordination would result in a one- to two-notch lowering of
the rating on the senior notes from the company's single-'B'-plus corporate
credit rating.

The company also announced that it would suspend its third and fourth
quarter common dividend in order to generate funds for the retirement of a
$38 million convertible debenture that matures on Jan. 1, 2001. Management
also indicated that it intends to preserve the company's status as a REIT.

National Health is a Tennessee-based REIT that has invested about $624
million in 188 mortgage and/or equity investments, the majority of which
are long-term care and assisted-living facilities. An additional $114
million is invested in health care property or operator-linked securities.
The company is currently less than 50% leveraged (on a book value basis),
but it has struggled along with other health care REITs over the past year
to manage an investment portfolio weakened by troubled nursing home
operators. These factors, in conjunction with reduced financial flexibility
due to heavy bank line usage, prompted earlier ratings reductions on the
company's senior notes. Ratings will remain on CreditWatch with negative
implications until it is clear that management has successfully addressed
the near-term debt maturities, Standard & Poor's said.

NATIONSWAY TRANSPORT: Judge Curley Approves Reorganization Plan
Judge Sarah S. Curley of the U.S. Bankruptcy Court in Phoenix, AZ, gave her
approval to the reorganization plan submitted by NationsWay Transport
Service Inc, the Tribune Business News reports.  After the trucking firm
filed for Chapter 11 on May 20, 1999, it has now gotten its reorganization
plan confirmed after operating under Chapter 11 for almost 18 months.

"Management of the company worked very hard to achieve the result they
did," said NationsWay attorney Donald Gaffney. Foothills, firm's largest
creditor is paid in full for $38 million, Gaffney added.  The rest of the
secured creditors, including 3,500 ex-employees, will divide $7 to $8
million.  Workers will divide $2.4 million -- less than the $5 million that
was expected.

RECOM MANAGED SYSTEMS: Vanguard Offers $100K for 87% Stake in New Company
Recom Managed Systems, Inc. seek court approval of its Disclosure Statement
in connection with its proposed plan of reorganization. Pursuant to the
plan, the debtor will emerge from bankruptcy as a revested debtor with all
existing equity interest holders subject to a reverse stock split equal to
one share of common stock in the revested debtor entity in exchange for
every 28.74 shares of existing common stock. Under the plan, Vanguard West
will purchase approximately 87% of the new common stock issued by the
reorganized debtor in exchange for $100,000.

The debtor believes that liquidation under Chapter 7 would likely result in
zero payout to unsecured creditors. Upon confirmation of the plan., the
existing directors and officers of Recom shall resign and shall be

SAFETY-KLEEN: Personal Injury Claimants Move for Relief From Stay
Daniel C. Buck and Andrea Buck, his wife, move the Court for an order
modifying the automatic stay in the Debtors' chapter 11 cases to permit
them to file a personal injury suit against Safety-Kleen Corp., Exxon
Mobile Corporation, Chevron U.S.A. Inc., Tosco Corporation, Radiator
Specialty Company, and Berkebile Oil Co., Inc., in a West Virginia state

Prior to the Petition Date, Ian Connor Bifferato, Esq., of Bifferato,
Bifferato & Gentilotti, in Wilminton, explains, 30-year-old Daniel C. Buck
worked since 1985 as an automobile mechanic and a gas attendant with
various employers. As such, Buck was engaged in employment which involved
working in, around, near, and being exposed to benzene-containing, aromatic
hydrocarbon-containing and perchloroethylene-containing products
manufactured, processed, supplied, and/or sold by Safety-Kleen, among
others, and was regularly exposed to those products by means of inhalation
and dermal absorption (from direct dermal contact with the products and/or
dermal contact with clothes contaminated by the products). As a direct
result of his exposure to those chemicals, Mr. Buck alleges, he developed
anemia, thrombocytopenia, and acute myelocytic leukemia, and Safety-Kleen
is responsible based on theories of breach of implied warranties, strict
liability, failure to warn, misrepresentation, and loss of consortium.

The automatic stay, Mr. Bifferato argues, is not meant to be indefinite or
absolute, and the Court has the power to grant relief from the automatic
stay in appropriate circumstances. Mr. Bifferato suggests that if Judge
Walsh will examine the prejudice, hardship, probability of success, and
judicial efficiency factors articulated in In re Rexene Products Co., 141
B.R. 574 (Bankr. D. Del. 1992), he will find that the facts in Mr. and Mrs.
Buck's situation militate in favor of modifying the stay.

R. Dean Hartley, Esq., and James M. O'Brien, Esq., of Hartley & Obrien in
Wheeling, West Virginia, and Gary W, Kendall, Esq., of Michie, Hamlett,
Lowry, Rasmussen & Tweel, P.C., in Charlettesville, Virginia, represent Mr.
and Mrs. Buck with respect to their underlying personal injury claims.
(Safety-Kleen Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

SOUTHERN ENERGY: Moody's Will Continue to Review Ratings for Downgrades
Moody's Investors Service has confirmed the debt ratings of Southern
Energy, Inc. (senior unsecured at Baa2, stable outlook). In addition,
Moody's has assigned a "baa3" rating for the 6 1/4% Convertible Trust
Preferred Securities, Series A issued by SEI Trust I, and a Baa3 rating for
the 6 1/4% Junior Convertible Subordinated Debentures, Series A due 2030
issued by Southern Energy, Inc. However, Moody's continues to review
Southern Company Energy Marketing, L.P.'s Baa1 issuer rating and the Prime-
2 short-term rating for commercial paper for possible downgrade due to the
prospective expiration of performance guarantees currently provided by
Southern Company, Vastar Resources, ARCO, and SEI. The rating review was
initiated on April 17, 2000, following Southern Company's, the parent
holding company, decision to sell Southern Energy through an initial public
offering of up to 19.9% of Southern Energy's common stock. Southern Company
also plans to spin off to holders of Southern Company common stock the
remaining ownership of Southern Energy within 12 months of the initial
public offering.

On September 26, 2000, Southern Energy raised approximately $1.4 billion of
common equity in its inital public offering and $345 million of preferred
securities. For nearly two years, Southern Energy has been able to access
the capital markets to finance the expansion of its energy investments on
its own. Although SEI had upstreamed dividends to its parent company in the
past, it will not provide any further dividends to Southern Company on a
prospective basis. In fact, SEI will retain all of its earnings to fund
future expansions of its non-regulated energy businesses. Given the
significant size of the initial public offering as well as good cash flow
from Southern Energy's core energy subsidiaries, it continues to have the
financial flexibility to access the capital markets for both common equity
and debt to support its non-regulated energy businesses. Cash proceeds from
the initial public offering will be used to pay down short-term debt and
for construction and investment purposes at Southern Energy's various
businesses. Southern Energy's non-regulated energy businesses are
diversified and all of the investments are generating cash flow. Cash flow
to service interest expense at Southern Energy is strong and compares
favorably to its respective peers. Southern Energy owns generating assets
in North America, has partial ownership interest in regulated electric
distribution utilities in the United Kingdom and in Germany, and has
investments in several contractual power projects in China and the
Philippines. SEI's North America generating portfolio will consist of
approximately 12,354 megawatts of capacity, after the financial closing of
the acquisition of 5,154-MW of generating assets from Potomac Electric
Power Company in November 2000. SEI's U.S. generating assets are well
diversified in terms of dispatch profile (29% baseload, 49% mid-merit, and
22% peaking), fuel types (coal, gas, and oil), and regional scope (42% Mid-
Atlantic Area Council, 25% Western Systems Coordinating Council, 25%
Northeast Power Coordinating Council, 6% Mid-American Interpool
Network/East Central Area Reliability Coordination Agreement, and 2%
Electric Reliability Council of Texas).

Effective September 2000, Southern Company Energy Marketing (SCEM), the
energy trading subsidiary, became 100% owned by Southern Energy. SEI can
now better integrate SCEM into its business strategies. At the same time,
SCEM can optimize the profitability of SEI's North America generating
portfolio, as well as manage risks associated with merchant power in a
deregulated market. SCEM's 10-year gas supply contract with Vastar
Resources, Inc. remains in place throughout the life of the contract.
Moreover, SCEM has strict counterparty and risk management policies in
place, as well as trading limits. Each significant counterparty has a
separate guarantee that is individually negotiated and executed. Senior
management and auditors review trading transactions on a daily basis. The
company's significant performance guarantees from Vastar Resources, ARCO,
SEI, and Southern Company remain in place to support its energy trading
business. Payments will be made under these guarantees only if SCEM's
liquidity is exhausted. However, sizable performance guarantees will be
expiring within the next six- to twelve-month time period as the
transactions backed by these guarantees are completed. The rating review
reflects the uncertainty surrounding the expiring performance guarantees.
SCEM is currently pursuing alternative methods of credit enhancements. If
these performance guarantees are not replaced with equally strong credit
enhancements, the debt rating of SCEM will likely be lowered in the next
several months.

Ratings confirmed include the following:

    a) Southern Energy, Inc.'s Baa2 senior unsecured debt rating and the
        Prime-2 short-term rating for the company's commercial paper

    b) Southern Energy North America Generating, Inc.'s Baa2 senior
        unsecured bank loan facilities.

Ratings continued to be on review for possible downgrade:

    a) Southern Company Energy Marketing, L.P.'s Baa1 issuer rating and the
        Prime-2 short-term rating for the company's commercial paper

    b) Southern Energy, Inc. and Southern Company Energy marketing, L.P. are
        both headquartered in Atlanta, Georgia.

SPINTEK GAMING: Company is Virtually Out of Cash
Spintek Gaming Technologies Inc., (SPTK) Dow Jones reports, is already in
financial incapacity for operations to continue "beyond the next few days,"
as stated in an SEC filing. The company, which currently seeks for
additional financing, cannot have the appropriate cash, may file for
bankruptcy protection. Spintek only has enough to cover compensation, sales
expenses and marketing. It considers selling its existing inventory and
other assets that can be quickly converted to cash.  Las Vegas-based,
Spintek deals with development, acquisition and marketing of diversified
technology, including unique gaming industry products.

STELLEX TECHNOLOGIES: Court Gives Interim Nod to Management Retention Plan
By order entered on October 6, 2000, the US Bankruptcy Court, District of
Delaware, Stellex Technologies, Inc. et al. was granted authority to
implement a Retention Bonus Plan on an interim basis, the motion being
adjourned until October 25, 2000.

Co-Counsel for the Official Committee of Unsecured Creditors of Stellex is
Cadwalader, Wickersham & Taft.  Counsel for the debtors' prepetition and
postpetition lenders is Luskin, Stern & Eisler LLP.

STONE & WEBSTER: Merrill Lynch & Credit Suisse Agree to Buy Shaw Stock
Stone & Webster, Inc. announced that it and certain of its subsidiaries
entered into a purchase agreement with Merrill Lynch & Co. and Credit
Suisse First Boston Corp. and others pursuant to which the Company and such
subsidiaries agreed to sell to the above underwriters 2,181,331 shares of
The Shaw Group, Inc.'s common stock received in connection with the July
14, 2000 asset purchase agreement for a net price of $60.33 per share. The
transaction is expected to close by mid-October 2000. Stone & Webster has
been operating under Chapter 11 protection since June 2, 2000. (New
Generation Research, Inc., 16-Oct-00)

SUN HEALTHCARE: Court Approves Transfer of Palmyra & Tigard Facilities
Pursuant to the Court's Order Establishing Procedures for the disposition
of certain Healthcare Facilities and the related Leases and Provider
Agreements to which Sun Healthcare Group, Inc., are party, the Debtors
obtained Judge Walrath's stamp of approval for the transfer, effective
October 1, 2000, of:

   (1) Palmyra Health Care Center located in 2727 Palmyra Road, Palmyra, TN
       by Debtor Retirement Care Associates, Inc.;

        * Annual savings from transfer: $453,222
        * Sales price of inventory: $10
        * Lease rejection damage claim waived: $150,000
        * Pre-petition employee claims: None

        * Landlord: Palmyra Intermediate Care Center, Inc.
        * Proposed New Operator: Preston Healthcare of Palmyra, Inc.
        * Treatment of Medicaid Provider Agreement: assume and assign

        * Remarks: - Agreement with the State of Tennessee is contingent
                       upon Debtors paying $29,497 into the patient trust
                       accounts prior to the date of the change of ownership
                     - New Operator will not pay any amount toward Global
                     - Landlord and Tenant agree that the amount of
                       Landlord's prepetition unsecured claims against
                       Tenant shall be Ad Valorem Taxes in the amount of
                       $8,951 and State Bed Taxes of approximately $10,000
                       plus ongoing penalty and interest and Debtors waive
                       their right to object to the proof of claim filed or
                       to be filed by Landlord (2) Nashville Manor Nursing
                       Home (a/k/a Sunbridge Care & Rehab for Nashville),
                       located in 1306 Katie Avenue, Nashville, Tennessee,
                       by Debtor Retirement Care Associates, Inc.;

        * Annual savings from transfer: $493,502
        * Sales price of inventory: $10
        * Lease rejection damage claim waived: $215,280
        * Pre-petition employee claims: None

        * Landlord: Nashville Manor Partnership (Dan F. Sanders and Will H.
        * Proposed New Operator: Preston Health Care of Nashville, Inc.
        * Treatment of Medicaid Provider Agreement: assume and assign

        * Remarks: - New Operator will not pay any amount toward Global
                       Settlement HCFA
                     - Landlord and Tenant agree that the amount of
                       Landlord's prepetition unsecured claims against
                       Tenant shall be $61,932 in the aggregate ($53,820 for
                       prepetition rent, $7,098 for bed taxes and $1,014 for
                       1999 personal property taxes) and Debtors waive their
                       right to object to the proof of claim filed or to be
                       filed by Landlord

    (2) SunBridge Care and Rehabilitation for Tigard, located in Tigard,
        Oregon by Debtor SunBridge Healthcare Corporation,

        * Annual savings from transfer: $1,677,632
        * Sales price of inventory: $22,400
        * Lease rejection damage claim waived: $0
        * Pre-petition employee claims: SunBridge to pay employees direct
           wages and benefits as required by law

        * Landlord: Beverley Enterprises-Oregon, Inc.
        * Proposed New Operator: Northwest Bec-Corp
        * Treatment of Medicaid Provider Agreement: assume and assign

        * Remarks: SunBridge shall pay the State of Oregon $1500 to satisfy
                   all claims, including any alleged civil or criminal fraud
                   (4) Wedgwood Rehabilitation Center, located in Seattle,
                   Washington, by Debtor SunBridge Healthcare Corporation,

        * Annual savings from transfer: $223,215
        * Sales price of inventory: $14,400
        * Lease rejection damage claim waived: $0

        * Pre-petition employee claims: SunBridge to pay employees direct
                                        wages and benefits as required by

        * Landlord: Beverley Enterprises-Washington, Inc.
        * Proposed New Operator: Beverley Enterprises-Washington, Inc.
        * Treatment of Medicaid Provider Agreement: assume and assign

        * Remarks: Pursuant to an Assignment of Time Deposit and Assumption
                    of Liability between the Debtors and the Landlord and
                    approved by the Department of Social and Health Services
                    for the State of Washington, the Debtors shall post a
                    certificate of deposit in the amount of $37,500 with the
                    State and place in escrow for the benefit of the
                    landlord cash in the amount of $37,500. These sums shall
                    satisfy the Debtors' outstanding financial obligations
                    to the state (excluding possible claims due to civil or
                    criminal fraud) in relation to operations of the
                    Facility under the Medicaid program.

(Sun Healthcare Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

TIME WARNER: Moody's Assigns Ba3 Rating to Senior Secured Credit Facility
Moody's Investors Service has assigned a Ba3 rating to Time Warner Telecom
Inc.'s proposed $1 billion senior secured bank credit facility. At the same
time, Moody's confirmed the company's existing B2 senior unsecured debt
rating and its B1 senior implied rating. The outlook has been changed to
negative from positive. This action concludes the review process that was
initiated on August 25, following the announcement that TWTC had reached an
agreement to acquire substantially all of the assets of GST
Telecommunications Inc. ("GST"). Other ratings affected are detailed below.

The ratings reflect the risks associated with the company's relatively
early stage of operations and the challenges associated with building a
sizable, stable customer base and developing the necessary support systems
in order for the company to develop into a profitable facilities-based
service provider. The ratings also recognize the company's strengths, which
include a well-regarded management team, strategic owners who provide
significant value and a track record of good execution to date.

The acquisition, which is expected to close within six months, provides a
good geographic fit with little overlap, and permits TWTC to significantly
expand its network coverage area to serve business customers in 44
metropolitan markets throughout the US. However, this represents a large
transaction for TWTC and will bring with it certain cultural and
operational integration challenges. GST has been operating under bankruptcy
court protection since May and it is likely that the implicit revenue
streams, customer base and corporate infrastructure relating to the assets
purchased by TWTC may encounter further degradation prior to closing.

TWTC management has demonstrated good execution of its business plan since
our initial rating was assigned in June 1998, and the company is presently
one of only a few CLEC's to enjoy positive EBITDA. Moody's believes that
the absorption of GST's negative results will be more than offset by TWTC's
organic EBITDA growth. Nevertheless, the acquisition and related network
capital expenditures are being funded by a level of debt that significantly
increases the company's balance sheet and EBITDA leverage and, in
particular, places a greater emphasis on secured debt. The acquisition is
financed, in part, by a bridge facility, which we expect will be taken out
by a combination of public debt or equity. However, if present conditions
in the public debt markets persist, TWTC may be unable to refinance the
bridge facility on satisfactory terms. The negative outlook ascribed to
TWTC's debt ratings reflects Moody's view that without additional equity,
TWTC's capital structure will be fully leveraged following the GST

TWTC has benefited from and continues to leverage its relationship with
Time Warner Inc. TWTC not only benefits from the use of the Time Warner
brand name, but TWTC has also acquired the right to use certain fiber,
rights-of-way and office space from Time Warner in markets in which it
operates. This arrangement has allowed TWTC to quickly enter markets at a
lower cost. Presently, Time Warner maintains a 48% ownership interest (67%
voting control) in TWTC.

The $1billion senior secured bank facility comprises an amended and
restated existing $475 million credit facility and a new $525 million
credit facility consisting of a 7 year, $225 million amortizing delayed
draw term loan and a $300 million 7 1/4 year term loan with a balloon
payment. The borrower, Time Warner Telecom Holdings Inc, is an intermediate
holding company, and its obligations are structurally senior to those of
TWTC. The credit facility, which is expandable by $250 million, will be
secured by all of the assets and guaranteed by all subsidiaries. The Ba3
senior secured rating reflects Moody's assessment that secured creditors
benefit from good asset protection in a distress scenario.

The ratings confirmed and removed from credit review are:

    a) Time Warner Telecom's Inc.'s B1 senior implied rating,
    b) its B2 issuer rating and

    c) its B2 rated 9.75% $400 million senior notes due 2008.

The new rating assigned is:

    a) Time Warner Telecom Holdings Inc.'s proposed $1 billion senior
        secured bank facility, rated Ba3.

The outlook is changed to negative from positive.

Time Warner Telecom Inc. is headquartered in Littleton, Colorado.

VENCOR, INC.: Agrees to Allow Claimant to Pursue State Court Litigation
Vencor, Inc., consents to modification of the automatic stay to permit
Zeda Bowman to continue her action to final judgment against the Debtors
for negligence. The Debtors have determined that there is an insurance
policy in favor of the Debtors relating to the allegations made by Ms.
Bowman. The lift of automatic stay is limited to the extent necessary to
permit plaintiff to collect any judgment in respect of any recovery of
damages from available insurance proceeds, and to continue to assert an
unsecured perpetition claim against the Debtors solely for the portion
that cannot be satisfied by available insurance proceeds to the extent
such a claim has previously been asserted in a timely and properly filed
proof of claim. (Vencor Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

VIDEO CITY: Taps Troy & Gould as Special SEC Counsel & Advisors
Video City, Inc. and its debtor affiliates seek court approval to employ
the firm Troy & Gould, PC as special SEC counsel and advisors. The firm
will assist the debtors with SEC-related reporting and other requirements
in connection with the debtors' business operations and the formulation of
the debtors' plan of reorganization.

WEINER'S STORES: Houston Retailer Files Chapter 22 Case in Delaware
Weiner's Stores Inc. (OTCBB:WEIR), a 75 year old Houston-based family
retailer, filed to reorganize under Chapter 11 of the federal bankruptcy
code. The company has experienced operating losses through the first half
of fiscal 2000 fueled by significant declines in sales of nationally
branded goods.

These results contributed primarily to significant cash flow problems, an
increasingly common event in the retail industry.

Raymond J. Miller, chairman and chief executive officer stated, "While we
are disappointed that we had to seek the bankruptcy court's protection, our
cash flow problems at the time we were purchasing inventory for the
forthcoming holiday season made it necessary. The company plans to seek
Delaware bankruptcy court approval today for a$35.0 million debtor in
possession revolving credit agreement. We are confident that the changes we
are implementing and the strategic direction we have chosen will position
Weiner's for many years."
The company further announced that it will streamline its operations,
closing 44 stores that were performing poorly or were located in
unprofitable markets that the company has chosen to exit. Approximately
1,100 employees ultimately will be affected by these closings. While store
closing sales are starting immediately, the actual timing of each closing
has not yet been determined. Half of the company's markets will experience
no store closings.

The company will substantially redesign its merchandising and marketing in
early 2001, transforming the neighborhood apparel specialty store to a more
complete products-line store. The stores will provide high value through
moderate pricing on first-quality and branded products for the entire
family in under-served inner-city markets.

"The store closings are regrettable, but necessary to help us realize our
strategic plans. These stores, while adding to the sales volume, were
further eroding our cash flow. We can now shift our focus to the new
Weiner's stores," said Mr. Miller.

"Weiner's will be the only first-quality full product-line store
conveniently located in predominantly urban inner city markets. We expect
this unique positioning to provide the company the ability to profitably
weather consumer buying fads and market shifts. Over the past few years,
the company has made significant progress in planned store initiatives, but
we have been continually plagued by sluggish sales. While sales in some of
our mainstay product lines, including jeans and branded athletic wear and
shoes, have been soft, other new product lines have performed exceptionally
well," Mr. Miller stated. "Sales of home products are up 60 percent this
year and toys and electronics are up approximately 40 percent. Our
customers are telling us what they want and the new Weiner's product mix
will meet their needs and expectations."

The company will be ready to roll out its revamped stores after the holiday
season. The stores will be redesigned to further enhance toys and
electronics, small appliances, furniture, bed and bath shops, and
housewares and home fashions.

In announcing the store closings, the company reported that 16 stores in
New Orleans, Baton Rouge and Shreveport areas will be closed, but expects
its other Louisiana stores to remain open. All four stores in Little Rock,
Ark., will be closed. Texas store closings include, the Houston
metropolitan area (12 of 43), Golden Triangle (all four), Northeast Texas
(five of 13), Corpus Christi (two of five) and San Antonio (one of 10). No
stores will be closed in Austin, Dallas/Ft. Worth, El Paso, the Rio Grande
Valley or Southwest Texas. Stores in Mississippi and Alabama will also
remain open.

After the store closings are complete the company will operate 97 stores.
Weiner's is a convenient neighborhood family retailer that offers a
complete assortment of branded products for value-conscious consumers.
Currently, approximately 3,750 associates are employed at the 141 stores
that are operated in Texas, Louisiana, Mississippi, Arkansas and Alabama.

WEINER'S STORES: Case Summary and 20 Largest Unsecured Creditors
Debtor: Weiner's Stores, Inc.
         6005 Westview Drive
         Houston, Texas 77055

Type of Business: Publicly owned neighborhood family apparel retailer
                    of primarily branded apparel, accessories, shoes,
                    domestics, housewares and decorative home products
                    for value conscious customers.

Chapter 11 Petition Date: October 16, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-03955

Debtor's Counsel: Mark D. Collins, Esq.
                   Richards, Layton & Finger, P.A.
                   One Rodney Square
                   P.O. Box 551
                   Wilmington, Delaware 19899
                   (302) 658-6541

Total Assets: $ 90,722,000
Total Debts : $ 45,523,000

20 Largest Unsecured Creditors:

Nike USA, Inc.
Vivien Betts
One Bowerman
Beaverton, Oregon 97005
1(800) 521-6453
Fax:(503) 532-7890                   Trade                  $ 923,171

Levi Strauss & Co.
Tammy Carpenter
3125 Chad Drive
Eugene, Oregon 97408
(541) 242-7570
Fax:(541) 424-7577                   Trade                  $ 845,270

Cheri Shyu
540 S Melrose St
Placentia, CA 92870
(714) 572-0373
Fax:(714) 572-8693                    Trade                  $ 395,808

Curtis International, Ltd.
John Sedlak
80 Vreeland Road
West Milford, NJ 07480
(973) 728-1014
Fax:(727) 372-3263                    Trade                  $ 388,284

Street Beat
Michael Amar
1407 Broadway, 31st Floor
New York, NY 10018
(212) 302-2659
Fax:(718) 387-8012                    Trade                  $ 362,250

Elliot Tawill
100 W. 33rd St. Ste 1110
New York, NY 10001
(212) 947-4090
Fax:(212) 967-2420                    Trade                  $ 344,484

Barkat, Inc.
Andy Piscione
1201 Jersey Avenue
North Brunswick, NJ 08902
(516) 621-9100
Fax:(516) 621-9125                    Trade                  $ 311,495

M Hidary & Company, Inc.
Ike Hidary
100 West 33rd Street, #900
New York, NY 10001
(212) 736-6540
Fax:(212) 714-9021                    Trade                  $ 284,826

Nationmark, Inc.
Mark Kerella
1270 Champion Circle
Carrollton, TX 75006
(972) 241-6100
Fax:(972) 484-3278                    Trade                  $ 279,636

Bugle Boy Industries
Larry Schiem
2900 Madera Road
Simi Valley, CA 93065
(805) 582-5459
Fax:(805) 582-5318                    Trade                  $268,661

By Design
Mitchell Herman
1411 Broadway, 28th Floor
New York, NY 10018
(212) 221-2255
Fax:(212) 221-0546                    Trade                  $ 267,142

Sportswear Group, Inc.                Trade                  $ 224,203

Ferruche/OVED Apparel                 Trade                  $ 218,839

Sara Lee Knit Company                 Trade                  $ 217,629

Riddel Footwear                       Trade                  $ 209,259

U.S.P.A. Men's Div Jordache           Trade                  $ 194,595

TSLA Women's Apparel                  Trade                  $ 186,103

Alco Industries, Inc.                 Trade                  $ 182,929

Argee America, Inc.                   Trade                  $ 182,333

Fruit of The Loom                     Trade                  $ 175,005

XEROX CORP: Copy Machine Maker Denies Rumors It's Considering Bankruptcy
Xerox Corp. of Rochester, N.Y. is denying rumors spreading around
securities markets in Europe that it is considering filing for bankruptcy
protection. While expecting to report a loss in its third quarter, Xerox
stated that it has tapped into its $7 billion revolving credit facility.
Asserting that it isn't facing a cash crisis, the maker of coping machines
did warn that it is facing a bad-debt problem with some of its customers
and that it slashed its common-stock dividends by 75% to conserve cash.
(New Generation Research, Inc. 16-Oct-00)

* Meetings, Conferences and Seminars
November 2-6, 2000
         Annual Conference
            Hyatt Regency, Baltimore, Maryland
               Contact: 312-822-9700 or

November 13-14, 2000
         The 2nd Annual Lending To & Investing In
         Troubled Health Care Companies
            Loews New York Hotel, New York, New York
               Contact: 1-800-869-4302 or

November 16-20, 2000
         80th Annual New York Conference
            Marriott World Trade Center, New York City

November 27-28, 2000
         Third Annual Conference on Distressed Investing
            The Plaza Hotel, New York, New York
               Contact: 1-903-592-5169 or

November 30-December 2, 2000
         Winter Leadership Conference
            Camelback Inn, Scottsdale, Arizona
               Contact: 1-703-739-0800

January 9-14, 2001
         National CLE Conference on Bankruptcy Law
            Marriott, Vail, Colorado
               Contact: 1-800-926-5895 or

February 22-23, 2001
         Commercial Real Estate Defaults, Workouts,
         and Reorganizations
            Wyndham Palace Resort, Orlando
            (Walt Disney World), Florida
               Contact: 1-800-CLE-NEWS

February 25-28, 2001
         Norton Bankruptcy Litigation Institute I
            Marriot Hotel, Park City, Utah
               Contact: 770-535-7722 or

February 28-March 3, 2001
         Spring Meeting
            Hotel del Coronado, San Diego, CA
               Contact: 312-822-9700 or

March 28-30, 2001
         Healthcare Restructurings 2001
            The Regal Knickerbocker Hotel, Chicago, Illinois
               Contact: 1-903-592-5169 or

March 29-April 1, 2001
         Norton Bankruptcy Litigation Institute II
            Flamingo Hilton; Las Vegas, Nevada
               Contact: 1-770-535-7722 or

April 19-21, 2001
         Fundamentals of Bankruptcy Law
            Some Hotel in San Francisco, California
               Contact: 1-800-CLE-NEWS

June 28-July 1, 2001
         Western Mountains, Advanced Bankruptcy Law
            Jackson Lake Lodge, Jackson Hole, Wyoming
               Contact: 770-535-7722 or

July 26-28, 2001
         Chapter 11 Business Reorganizations
            Hotel Loretto, Santa Fe, New Mexico
               Contact: 1-800-CLE-NEWS

The Meetings, Conferences and Seminars column appears
in the TCR each Wednesday. Submissions via e-mail to are encouraged.


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

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

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

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


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
in any form (including e-mail forwarding, electronic re-mailing and
photocopying) is strictly prohibited without prior written permission of
the publishers. Information contained herein is obtained from sources
believed to be reliable, but is not guaranteed.

The TCR subscription rate is $575 for six months delivered via e-mail.
Additional e-mail subscriptions for members of the same firm for the term
of the initial subscription or balance thereof are $25 each. For
subscription information, contact Christopher Beard at 301/951-6400.

                     * * * End of Transmission * * *