TCR_Public/001024.MBX              T R O U B L E D   C O M P A N Y   R E P O R T E R

                 Tuesday, October 24, 2000, Vol. 4, No. 208
  
                                Headlines

BIRMINGHAM STEEL: First Quarter Results Reflect Sharp Decline in Sales
CHIQUITA BRANDS: Moody's Places Ratings on Review for Possible Downgrade
COLLEGECLUB.COM: Court Approves Asset Sale to Student Advantage
CORAM HEALTHCARE: U.S. Trustee Appoints Equity Committee
DANA CORP.: S&P Affirms BBB+ Credit Ratings, But Says Outlook is Negative

EASTERN PULP: Brewer City Shows Aid On Paper Mill Bankruptcy Proceedings
ELIAS BROTHERS: Big Boy Franchiser Files for Bankruptcy Reorganization
GRAHAM FIELD: Healthcare Product Manufacturer Announces Executive Changes
HARNISCHFEGER INDUSTRIES: Consents to Lifting of Stay on Insured Joy Claim
HERCULES: Fitch Places Senior Unsecured Debt Rating on Negative Watch

J&L STRUCTURAL: Steel Firm Continues to Search for a Prospective Buyer
JUMBOSPORTS, INC.: Lexington Property Fetches $1,905,000 for Estate
KYOEI LIFE: Japan's Largest Life Insurer Files for Bankruptcy
LAROCHE INDUSTRIES: Seeks Exclusivity Extension through December 15
LOEWS CINEPLEX: 2nd Quarter Results Lousy; Working Closely with Lenders

LOEWS CINEPLEX: Construction Halted at Cineplex Odeon in Edmonton
MONDO, INC.: Final Resolution On Perry Ellis Trademark Purchase Due Today
MOUNTAIN ENERGY: Gas Supplier Faces Involuntary Bankruptcy Petition
OWENS CORNING: Court Gives Company Okay to Honor All Customer Obligations
OWENS-ILLINOIS: Glass Maker Post $449 Million Loss in Third Quarter

OWENS-ILLINOIS: Moody's Confirms Ba1 Senior Debt Rating & Negative Outlook
PLATINUM ENTERTAINMENT: Proposes $166,000 Key Employee Stay Bonus Program
PREMIER LASER: Pro-Laser Announces Acquisition of EyeSys Corneal Division
QUANTUM NORTH: E4L Subsidiary Files for Protection in C.D. California
SAFETY-KLEEN: Committee Retains Deloitte & Touche as Accountants

SERVICE MERCHANDISE: Obtains Authority to Sublet Portion of Laredo Store
SILVER CINEMAS: Debtors Tap Nicholas & Montgomery as Accountants
UNICAPITAL CORP: Bank of America Extends Revolver Amendments To November 6
UNOVA INC: Moody's Downgrades Long-Term Debt Rating & Neg Outlook Continues
VALUE AMERICA: Merisel Announces Purchase Of Electronic Services Business

WASTE MANAGEMENT: Subsidiary Declines to Sign Contract with City of Toronto
WESTERN GROWERS: S&P Chops Insurer's Financial Strength Rating
XEROX CORP: Moody's Places Long & Short Term Rating On Review For Downgrade

                                *********

BIRMINGHAM STEEL: First Quarter Results Reflect Sharp Decline in Sales
----------------------------------------------------------------------
Birmingham Steel Corporation (NYSE: BIR) reported financial results for the
first quarter ended September 30, 2000. The results reflected a dramatic
decline in merchant product selling prices and lower shipments as a result
of continued inventory reductions throughout the steel industry. For the
first quarter of fiscal 2001, the Company reported a net loss of
$15,029,000, or $.49 per share. The results included losses of $9,732,000,
or $.32 per share, associated with the Company's SBQ operations in
Cleveland, Ohio, and Memphis, Tennessee. On a comparable basis, in the same
period of the prior fiscal year, the Company reported a loss of
$15,654,000, or $.53 per share.

Despite these losses, the Company reported continuing progress in
turnaround efforts begun last December following a proxy contest in which
shareholders elected a new management team and board of directors. A number
of significant achievements occurred during the quarter, including the
generation of positive cash operating results at the Cleveland facility,
increased production and shipments at the new Cartersville, Georgia,
rolling mill facility, and completion of the operational start-up phase at
Cartersville. Also, pursuant to the Company's decision to return to its
core rebar and merchant production facilities as a business platform, the
Company announced on September 28, 2000, that it has signed a definitive
agreement to sell its special bar quality (SBQ) operations in Cleveland and
Memphis.

Steel shipments for the first quarter of fiscal 2001 were 719,000 tons,
down 9% from 787,000 tons reported for the same period a year ago. Record
levels of steel imports in prior months have resulted in excessive finished
product inventories throughout the industry and led to a significant
decline in steel selling prices. The Company's average selling price for
merchant products fell $26 per ton in the first quarter from the average
price in the immediately preceding quarter. Results were also impacted by
increased average manufacturing costs, which were primarily attributable to
higher energy expenses and lower production volumes implemented by the
Company to control inventory levels.

John D. Correnti, Chairman and Chief Executive Officer of Birmingham Steel,
commented, "Despite extremely challenging economic conditions in the
domestic steel industry, Birmingham Steel continues to make progress toward
a return to financial stability and profitability. However, sharp declines
in merchant product selling prices in August and September negatively
impacted results by $.25 per share. Except for the rapid decline in selling
prices, first quarter results would have been significantly better than
expectations and would have exceeded the prior quarter's financial
performance."

Correnti continued, "We are pleased to report ongoing improvements in
production and shipments at the new Cartersville mid-section mill. Although
average selling prices for Cartersville's products fell $25 per ton during
the quarter, operating losses at the facility declined for the fourth
consecutive period. In addition, we are happy to report that the
operational start-up of the new rolling mill has essentially been
completed. Cartersville's shipments are now increasing at a rate of
approximately 10% per month, and once the current industry inventory
overhang is corrected and pricing recovers, the Cartersville operation will
be well on its way to profitability.

"We are also pleased to report the attainment of cash breakeven EBITDA
(earnings before interest, taxes, depreciation and amortization) at
Cleveland," Correnti added. "Over the past several months, we have been
successful in securing quality billets from third parties to support sales
at Cleveland. The Cleveland operation is returning to a base of higher-
margin SBQ products and regaining business which had previously been lost
to competitors. As a result, operating losses have been substantially
reduced."

With respect to the pending sale of the Company's SBQ operations to North
American Metals ("NAM"), Correnti noted that NAM is finalizing its
financing arrangements, and the targeted closing date for the transaction
is December 1, 2000. Correnti commented, "We are impressed with NAM's
financing strategy and business plan which were developed in consultation
with Corus Consulting. We believe the transaction is a real plus for our
employees in Cleveland and for the Memphis community." Correnti noted that,
upon sale of the SBQ operations, Birmingham Steel expects to reduce its
debt and interest expense by approximately 30%. In addition, the
transaction will relieve the Company of an off-balance sheet leveraged
lease obligation associated with the Memphis facility. The transaction is
subject to the approval of Birmingham Steel's lenders.

Commenting on the current industry environment, Correnti said, "Although
business conditions have toughened, we will continue to prudently manage
operations within the limits of our borrowing capacity. However, unlike
many steel producers, our overall inventories are in good order." Correnti
noted that during the first quarter, the Company reduced inventories by $14
million. On September 30, 2000, the Company had approximately $44.0 million
of availability under its credit facilities, compared with $51.6 million at
the end of the prior quarter.

Correnti commented, "We expect pricing pressures will continue during the
second fiscal quarter and through the winter months. However, we expect
steel selling prices will improve as the industry inventory imbalance
stabilizes. We will concentrate on improving margins, and will continue to
curtail production, if necessary, in order to avoid building excess
inventories."

Correnti concluded, "We are pleased to have a management team and workforce
committed to success. Although major improvements and accomplishments
continue to be realized, our work is not yet complete. We will continue to
proactively respond to challenges as we continue our quest to return
Birmingham Steel to profitability. Our focus remains on building value for
our shareholders."


CHIQUITA BRANDS: Moody's Places Ratings on Review for Possible Downgrade
------------------------------------------------------------------------
Moody's Investors Service place the ratings of Chiquita Brands
International, Inc., on review for possible downgrade.

Ratings affected include:

    a) Chiquita's senior note issues, rated B1;

    b) its convertible subordinated debentures, rated B3;

    c) its preferred stock, rated "b3";

    d) its senior implied rating of B1; and

    e) its senior unsecured issuer rating of B1.

The review has been prompted by Chiquita's continued weak operating
performance and upcoming debt maturities, which have led to suspension of
its dividend on outstanding preferred securities (announced October 18).
The company's revolving credit expires in January 2001, and its convertible
subordinated debentures ($112 million at 12/31/99) and approximately $50
million of subsidiary bank loans mature in 1Q01. The refinancing of the
company's revolving credit is likely to provide for the granting of
security, wihch would structurally subordinate senior notes. Although
Chiquita has signficant cash balances (approximately $100 million) and no
current outstandings under its revolver, continued weak cash flow
generation may pressure liquidity.

The review will focus on Chiquita's refinancing options for its maturing
debt, the likely positions of the rated issues in Chiquita's capital
structure, and the outlook for cash flow generation and continued cost
savings initiatives going forward. Chiquita has been negatively impacted by
a stronger dollar versus Euro, higher fuel costs, and weak banana markets.

Specific securities' ratings on review for downgrade are:

    (i)    $250 million 9.625% senior notes, due 2004, rated B1;

    (ii)   $175 million 9.125% senior notes, due 2004, rated B1;

    (iii)  $150 million 10.25% senior notes, due 2006, rated B1;

    (iv)   $200 million 10.0% senior notes, due 2009, rated B1;

    (v)    $138 million 7.0% convertible sub Euro debentures, due 2001,
            rated B3;

    (vi)   $143.75 million 5.75% convertible preferred stock series A, rated
            "b3";

    (vii)  $100 million cumulative convertible preferred stock series B,
            rated "b3";

    (viii) $1.28 million mandatory exchangeable cumulative preferred stock
            series C, rated "b3"; and

    (ix)   $50 million multiple seniority shelf rated (P)B1/(P)B3/(P)"b3".

Chiquita Brands International, Inc., headquartered in Cincinnati, Ohio, is
a leading international marketer, producer, and distributor of fresh fruits
and vegetables and processed foods.


COLLEGECLUB.COM: Court Approves Asset Sale to Student Advantage
---------------------------------------------------------------
A federal bankruptcy court approved last week the sale of substantially all
of the assets of San Diego-based CollegeClub.com, Inc., including its Web
site, CollegeClub.com, to Student Advantage Inc. The purchase price
consists of about $7 million in cash and 1.4 million shares of Student
Advantage common stock and the assumption of certain liabilities. Up to an
additional $5 million in cash will be paid to College Club if certain Web
site revenue performance goals are met during 2001, according to company
officials. CollegeClub.com will retain its name and brand identity and
operate as a division of Student Advantage Inc. The acquisition, first
announced Aug. 22, is expected to be completed by Oct. 30. The court also
confirmed the July 28 sale to Student Advantage of another CollegeClub.com,
Inc. subsidiary, eStudentLoan LLC, for approximately $1 million.

As previously reported in Aug. 24 TCR, Student Advantage signed the
definitive agreement to acquire substantially all of the assets of
CollegeClub.com. CollegeClub.com, Inc., Web site owner filed for bankruptcy
protection under Chapter 11 on Aug. 21.  (New Generation Research, Inc.
20-Oct-00)


CORAM HEALTHCARE: U.S. Trustee Appoints Equity Committee
--------------------------------------------------------
The U.S. Trustee for the federal bankruptcy court in Delaware has appointed
an Equity Committee to represent the interests of the shareholders in the
Chapter 11 reorganization filing of Coram Healthcare Corp. (OTC Bulletin
Board: CRHEQ), the Equity Committee said.

Equity Committee members are Richard Haydon, an investor and fund manager;
and representatives of the Ann & Robert Lurie Foundation, and Samstock,
LLC, an investment affiliate of investor Sam Zell. The three are among the
largest
shareholders of Coram. The equity committee said it has retained Chicago-
based Altheimer & Gray and its partner Richard F. Levy as its attorneys. It
expects to retain an investment banker shortly.

Coram filed under Chapter 11 last August, submitting a reorganization plan
to the bankruptcy court that would give all of its equity to its debt
holders, leaving nothing for shareholders. The Equity Committee said it
believes that Coram's shares have significant value and that the Committee
will represent all shareholders in seeking a judicial determination of such
values.


DANA CORP.: S&P Affirms BBB+ Credit Ratings, But Says Outlook is Negative
-------------------------------------------------------------------------
Standard & Poor's affirmed it ratings on Dana Corp. and 100%-owned
subsidiary Dana Credit Corp.  The outlook on both companies, however, is
revised to negative from stable.

The outlook on Dana Corp. reflects the risk that the expected improvement
in credit protection measures factored into the company's current ratings
may not occur. The ratings assume that debt leverage (adjusted for
operating leases and accounting for Dana Credit Corp. on the equity basis)
will fall to the 45%-50% range in the near term, with funds from operations
to debt improving to the 40% area.

Dana Corp. is a major supplier of automotive components to both the
original equipment and replacement markets. The company also produces parts
for off-highway and industrial applications and provides lease financing
through Dana Credit Corp.

Dana Corp.'s ratings reflect the company's leading market positions and
customer, end-market, and geographic diversity, offset somewhat by exposure
to cyclical and competitive end markets.

Dana Corp. enjoys leading market positions for many of its products, with
an especially strong global presence in axles, driveshafts, and structural
components. The company has a diversified customer base, including most
major truck and auto manufacturers, a solid aftermarket distribution
network, and good global diversification. Dana Corp. has restructured and
realigned its operations in the past four years to enhance its business
profile and operating performance. As part of this process, the company
bought and sold a number of operations and spent additional funds on other
investments.

As a result of investment activity, Dana Corp.'s adjusted debt leverage
(accounting for Dana Credit Corp. on the equity basis) increased to 49% at
year-end 1998 and remained unchanged at year-end 1999. Despite the
generation of about $560 million in proceeds from asset sales during the
first nine months of 2000, debt leverage has increased this year. At Sept.
30, 2000, debt to capital was about 53%. The increase in debt leverage
reflects the effect of increased working capital levels, share repurchases,
acquisitions, and reduced earnings.

Dana Corp. recently reported a sharp decline in operating results for the
third quarter, which it attributed to production cutbacks in the automotive
and heavy-duty truck markets, softness in the automotive aftermarket, and
the continued weakness of the euro. Difficult market conditions are
expected to continue in the fourth quarter and into 2001. As a result, cash
flow generation is likely to be weaker than expected in the next year. Dana
Corp. is expected to offset much of the shortfall in operating cash flow
with asset sales and improved working capital management. The company also
is expected to pursue cost-cutting strategies to improve overall operating
efficiencies.

OUTLOOK: NEGATIVE

Ratings assume that management will remain committed to reducing debt
leverage and improving credit protection measures in the near term and that
it will use proceeds from asset sales and cash generated from improved
working capital management to reduce debt. If it appears that the expected
improvement in credit protection measures will not occur in the near to
intermediate term, ratings could be reviewed for possible downgrades,
Standard & Poor's said.

    RATINGS AFFIRMED
                                                   RATINGS
    Dana Corp.
      Corporate credit rating                       BBB+/A-2
      Senior unsecured debt rating                  BBB+
      Commercial paper rating                       A-2


    Dana Credit Corp.
      Counterparty credit rating                    BBB+/A-2
      Senior unsecured debt rating                  BBB+
      Commercial paper rating                       A-2


EASTERN PULP: Brewer City Shows Aid On Paper Mill Bankruptcy Proceedings
------------------------------------------------------------------------
Bangor Daily News reports on the city's efforts to aid financially
challenged Eastern Pulp & Paper Corp.  The company, the newspaper notes,
has a huge impact on Bangor's economy.  Eastern Pulp & Paper Corp. filed
for Chapter 11 of the Bankruptcy Code in Maine last month. The filing
listed assets of $187.8 million over debts of $181.3 million.  City Hall
staffers met to brainstorm to put the company back on track, City Manager
Stephen Bost said.  "We have been fully involved in monitoring the
situation from Day One." Brewer, which is one of the mill's creditors
retained George Kurr to serve as legal adviser. Mill attorney, George J.
Marcus said that it would take nine months or more for the paper mill to
derive with a reorganization plan. Even Mayor Eddie Campbell relates that
the City Council has been notified of all proceedings during the
reorganization process, and supports actions done by the City Hall Staff.


ELIAS BROTHERS: Big Boy Franchiser Files for Bankruptcy Reorganization
----------------------------------------------------------------------
Elias Brothers Corporation, the worldwide franchiser of Big Boy
Restaurants, has filed for reorganization under Chapter 11 announced CEO
Anthony Michaels. At the same time, Michaels announced the company has
entered into a purchase agreement with a new company formed by local
investor Robert G. Liggett, Jr. The sale, which is subject to customary
conditions and the approval of the Bankruptcy Court, should close within
30-60 days.

The agreement with Liggett ends speculation about the future of one of
Michigan's best known and loved companies. "By acquiring the viable core
business and injecting substantial new capital, we will be able to enhance
and grow the new Big Boy," said Liggett.

"The Big Boy name is a strong brand with high name recognition in the
United States and around the globe. The company has a strong team of
dedicated, talented, long-term employees who give Big Boy its heart and
soul," said Liggett. "I see this as an exciting opportunity for future
growth while maintaining the Big Boy tradition of excellence," Liggett
added.

Bob Liggett, 57, is the Chairman, founder and sole owner of Liggett
Broadcast Group that merged in 2000 with Citadel Communications Company.
Liggett remains a Citadel shareholder and board member. Prior to founding
what became Liggett Broadcast in 1970, he worked at several Detroit radio
stations including WXYZ, WJBK and WJR. Between 1964 and 1971 he was the PA
announcer for Detroit Red Wings games at Olympia Stadium.

On Liggett's offer to purchase the Big Boy chain that consists of 455
restaurants CEO Michaels said, "I am delighted to report our great Big Boy
franchisee body enthusiastically supports this new development."

Regarding the filing for reorganization Michaels said, "The past
management's strategy of expansion led to cash flow problems and the
corporation became highly leveraged and unable to meet its existing debt
service obligations. Our current financial challenge is related to the 1999
acquisition of a group of restaurants in St. Louis and Kansas City.
Unexpected delays in construction permits and other problems had a massive
negative impact on our cash flow."

As part of the corporate restructuring to regain its financial footing,
Elias Brothers Corporation closed 43 Big Boy Restaurants in Pennsylvania,
West Virginia, Southeast Ohio and two in Michigan.

Despite the reorganization, sales have never been better at existing
company-owned and franchised Big Boy Restaurants in Michigan said Michaels.
"We have a strong base of franchisees who are operating top-notch
restaurants. We want everyone to understand that Big Boy Restaurants
worldwide will be fully operational during the reorganization. I want to
reassure our customers that we'll always be focused on providing the same
high quality food and great service in comfortable surroundings they have
known and loved for over 65 years."

Michaels said the Big Boy brand is as strong as ever and recognized
worldwide as an American icon. "Big Boy Restaurants' franchise and company
stores are experiencing great sales and we see a bright future ahead," he
added.

According to Michaels, the decision to enter into the Chapter 11
reorganization process was a difficult step for Elias Brothers Corporation.
"For over 65 years," said Michaels, "the Elias family has owned and
operated one of Michigan's most prominent businesses, founded by Louis
Elias and his two late brothers Fred and John. This transaction marks the
end of one era and the start of a new one, under new ownership."
Robert Liggett joined with Michaels in paying tribute to Louis Elias as a
pioneer and leader in the restaurant industry.

"Chapter 11 will progress behind the scenes in the corporate offices and
will allow our restaurants to continue uninterrupted operations in the
manner expected by our customers. Elias Brothers Corporation's other core
business activities remain strong and profitable, as they have been for
many years. We appreciate the support of our employees, vendors, creditors,
franchisees and, most importantly, the public as we work through this
challenging time," Michaels added.

Michaels, 42, was named CEO in December 1999 to address the company's
financial position after the company's cash flow problems surfaced in
October of last year


GRAHAM FIELD: Healthcare Product Manufacturer Announces Executive Changes
-------------------------------------------------------------------------
Graham Field Health Products, Inc. (OTC: GFIHQ) a manufacturer and supplier
of healthcare products, announced two recent appointments to its management
team. According to Jeff Smith, Executive Vice President of Operations, the
company has strengthened its operations management group through the
appointment of a new Vice President of Logistics, Hugh Mitchell, and a new
Executive Director of Information Systems, Duane McBride.

Hugh Mitchell joins the company with an extensive background having spent
over 17 years in Materials Management across a variety of industries,
including health-related product manufacturing and distribution. He will be
responsible for the company's corporate-wide distribution, planning and
materials management activities. Duane McBride has over 12 years of
experience in Information and Communications Systems and has held key
positions in a broad spectrum of business-to-business industries.

According to Graham Field's CEO, David Hilton, " .... Moving forward
requires the strongest possible team the company can assemble. We continue
to draw upon experienced executives from both within and outside our
industry as we search for individuals who are energized and motivated to
work hard at the challenges we face as a company. It is gratifying to see
our efforts being recognized by our customers as demonstrated by their
overwhelming response and feedback at our Industry's premier trade show
last week. Our Hard at Work message at this year's Medtrade 2000 clearly
hit home with our customers as they responded positively through their show
of support throughout the 3 day event."

Graham Field Health Products, Inc. is headquartered in Bay Shore, New York
and manufactures, markets, and distributes durable medical equipment,
medical/surgical supplies and furnishings from operations situated in the
United States, Canada, and Mexico.


HARNISCHFEGER INDUSTRIES: Consents to Lifting of Stay on Insured Joy Claim
--------------------------------------------------------------------------
The Debtors consent to modification of the automatic stay to permit Larry
Workman, David Ward and Rodger White to continue prosecution of their
prepetition lawsuit captioned Workman, et al., v. Oak Mountain Energy,
L.L.C., Civil Action No. CV09806538, pending before the Circuit Court for
Jefferson County, Alabama. Modification of the stay is limited to permit
(i) the Plaintiffs to liquidate their claims, (ii) collect any available
insurance proceeds under Joy's policies, and (iii) file proofs of claim
against the Debtors. In Alabama, W. Lee Pittman, Esq., and J. Chris
Cochran, Esq., at Pittman, Hooks, Dutton & Hollis, represent the
Plantiffs. (Harnischfeger Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


HERCULES: Fitch Places Senior Unsecured Debt Rating on Negative Watch
---------------------------------------------------------------------
Fitch has placed Hercules' senior unsecured debt rating on a Rating Watch
Negative based on worse than expected credit protection measures, changes
in management and a possible concurrent change in the company's strategy.
Fitch currently has a senior unsecured rating of 'BBB-' on Hercules. Fitch
has also assigned a 'BB' rating to both the subordinated debt issues and
the company-obligated preferred securities of subsidiary trusts.

Credit protection measures have not improved at the rate anticipated as a
result of weaker operating income and delayed sales of non-core businesses.
Debt/EBITDA for 2000 is now expected to exceed 4.0 times (x) and could
remain at that level through the end of 2001 unless operating margins
improve and/or significant asset sales take place.

EBITDA/Interest coverage, including distributions to preferred security
holders, is expected to be approximately 3.0x in 2000 with limited
improvement expected through 2001.

The company's debt totaled $2.6 billion at June 30, 2000, including almost
$1 billion in floating rate preferred securities. Debt was incurred as a
result of the acquisition of BetzDearborn in 1998, which raised year-end
1998 debt to approximately $3.9 billion. Hercules had 1999 sales of $3.25
billion.

Operating margins and sales growth in process chemical and water treatment
continue to come under pressure in 2000. Customers in the paper and oil
industry are consolidating, slowing sales growth temporarily as purchasing
systems are integrated. Increased customer purchasing power has also made
price increases difficult, a situation aggravated by rising raw materials
costs. Competition from niche competitors attracted by high margins and low
capital costs are expected to continue to pressure margins in selected
market segments. Long-term Hercules businesses are well positioned to
leverage increased demand for water and chemical treatment products and
services.


J&L STRUCTURAL: Steel Firm Continues to Search for a Prospective Buyer
----------------------------------------------------------------------
After filing for bankruptcy, The Associated Press reports, J&L Structural
Inc., now seeks a prospective buyer.  "We did what we were supposed to do
and now our purpose is to sell to reputable people," said Skip Paolini.  
Mr. Paolini is the company's interim CEO leading a group of executives
hired to put the company back on track. Mr. Paolini added, the company will
meet today in Pittsburgh with buyers already by the door waiting. Three
parties have already had tours inside the facility.

J&L Structural rolls steel into beams for housing, highway and trucking
products. It has a manpower of 275 people in Aliquippa, Ambridge and Beaver
Falls. The company missed debt payments due to its $12 million start-up
expense.


JUMBOSPORTS, INC.: Lexington Property Fetches $1,905,000 for Estate
-------------------------------------------------------------------
Jumbosports, Inc., seeks bankruptcy court authority to sell real property
located in Lexington, Kentucky to Ronald Switzer.  

The debtor is the fee simple owner of real property located at 3650 Boston
Road in the City of Lexington, County of Fayette, state of Kentucky. The
debtor has completed its going-out-of-business sale at its sporting goods
store located on the real property. The total purchase price for the
property will be $1,905,000. Even though the debtor has entered into the
Agreement with Switzer, the debtor intends to accept the highest and best
offer for the real property at auction. Any competing bid must be submitted
no later than 5:00 PM on October 31, 2000.

An auction to consider any competing bids will be held in Tampa, Florida on
November 1, 2000. Any competing bid or topping bid must start at $1,915,000
and all subsequent higher bids must be in incremental increases of at least
$10,000.


KYOEI LIFE: Japan's Largest Life Insurer Files for Bankruptcy
-------------------------------------------------------------
Japan's Kyoei Life Insurance Co. has filed for court protection from
creditors, marking the nation's biggest corporate bankruptcy ever and the
second failure of a Japanese life insurer in less than two weeks.  The
failure of Kyoei, with debts of 4.5 trillion yen ($41.57 billion) at the
end of March, eclipsed the previous record-holder for bankruptcy debt,
Chiyoda Mutual Life Insurance Co., which went under just 11 days earlier
with 2.94 trillion yen in debt.  Kyoei Life President Shoichi Otsuka told
reporters the company had a negative net worth of 4.5 billion yen at the
end of September, while its solvency margin ratio, a key gauge of its
ability to meet claims, had neared the 200-percent warning level.  (New
Generation Research, Inc. 20-Oct-00)


LAROCHE INDUSTRIES: Seeks Exclusivity Extension through December 15
-------------------------------------------------------------------
The debtors, Laroche Industries Inc. and Laroche Fortier Inc. seek to
extend their exclusive periods in which to file a Chapter 11 plan and
solicit votes thereon. A hearing to consider the motion will take place on
October 27, 2000 at 12:00 PM, before the Honorable Joseph J. Farnan, Jr.,
at the US District Court, Wilmington, DE. Co-counsel for the debtors are
the law firms Alston & Bird LLP and Young Conaway Stargatt & Taylor, LLP.
By this second motion for such an extension, the debtors seek an extension
of the Exclusive Filing Period through and including December 15, 2000
and the Exclusive Solicitation Period through and including February 2,
2000.

The debtors seek to extend the Exlcusivity Periods to avoid premature
formulation of a Chpater 11 plan and to ensure that the formulated plan
takes into account the interests of both debtors, their creditors and their
estates.

The debtors state that the size and complexity of these cases together
with the progress on critical issues justify an extension of the
exclusivity
periods.


LOEWS CINEPLEX: 2nd Quarter Results Lousy; Working Closely with Lenders
-----------------------------------------------------------------------
Loews Cineplex Entertainment Corporation (NYSE:LCP; TSE:LCX) reported
financial results for the second quarter ended August 31, 2000.

Revenue for the three months ended August 31, 2000 was $265.0 million,
compared to revenue of $303.3 million in the prior year period. Earnings
before interest, taxes, depreciation and amortization, and loss on theatre
dispositions (Modified EBITDA) for the quarter ended August 31, 2000 were
$38.3 million compared to $66.7 million in the prior year. For the six
months ended August 31, 2000, revenue was $470.3 million, compared to
$505.1 million in the prior year.

Modified EBITDA for the six months ended August 31, 2000 was $59.9 million,
compared to $87.7 million in the prior year. Net loss for the three months
ended August 31, 2000 was $55.5 million, or $0.95 per share compared to a
net income of $15.9 million or $0.27 per share in the prior year. Net loss
for the six months ended August 31, 2000, was $87.0 million, or $1.48 per
share compared to a net loss of $6.0 million or $0.10 per share in the
prior year. In the three months ended August 31, 2000 the Company recorded
a charge of $31.5 million primarily representing net book value of eight
older, non-strategic theatres targeted for disposal.

On a fully combined basis, including 100% of the operating results of
partnerships in which the Company has a 50% ownership interest, revenue for
the three months ended August 31, 2000 was $301.2 million compared to
$338.1 million in the prior year. Total EBITDA, before losses on theatre
dispositions, for the second quarter ended August 31, 2000 was $44.4
million versus $72.3 million in the prior year. For the six months ended
August 31, 2000, revenue was $532.1 million compared to $564.3 million in
the prior year. Total EBITDA for this period was $70.6 million versus $96.9
million in the prior year.

The charges of $31.5 million recorded in this quarter were a result of the
Company's decision to accelerate the disposal or closure of 42 screens at 8
underperforming theatres over the next several months. These older theatres
have been significantly impacted by the decline of attendance due to
competition in the marketplace, combined with the unfavorable box office
results for the summer season. In the first six months of the year, the
Company continued its efforts to close older, obsolete theatres with the
disposal of 99 screens at 19 locations.

Lawrence J. Ruisi, President and Chief Executive Officer of Loews Cineplex
Entertainment, said, "We continue to experience significant challenges and
financial pressures due to the impact of overbuilding in the industry,
heightened by the disappointing performance of the product this summer at
the
box office. Our box office results for the second quarter decreased 13% and
attendance declined 16% compared to last year. These unfavorable results,
combined with further decay at our older theatres, resulted in a
significant negative impact on our operating cash flow.

"Attendance at our theatres to date in the third quarter has been lower
than the prior year", noted Mr. Ruisi, "due to continued weakness at the
box office and the broadcast of the Olympic summer games. Our outlook for
the holiday season remains positive, although it is unlikely we will be
able to make up for the decline in our cash flow that we have experienced
since June."

The Company is working closely with the lending group under its Senior
Credit Facility which has recently granted two temporary waivers of the
covenant restrictions and allowed the Company to draw limited funds to
continue to meet its obligations. The current waiver will expire on
November 24, 2000 by which time the Company hopes to implement a
satisfactory plan to meet its current obligations.

The Company is pursuing several alternatives to develop a longer-term
financial solution and address its capital constraints, including an equity
investment by one or more third parties, sales of assets, a strategic
alliance with another exhibitor, or a restructuring of its capital. During
this time the Company will continue to negotiate with its banks to extend
the terms of the existing agreement or negotiate a new facility. There can,
of course, be no assurance that the Company will be successful in its
efforts. If the Company is unsuccessful in its negotiations with the banks,
the waiver will expire on November 24, 2000 and the banks could accelerate
the maturity of the indebtedness. In addition, if the Company is unable to
arrive at a longer-term plan to address its liquidity issue, it faces the
prospect of a restructuring under bankruptcy proceedings.

Loews Cineplex Entertainment Corporation is one of the world's largest
publicly traded theatre exhibition companies 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.


LOEWS CINEPLEX: Construction Halted at Cineplex Odeon in Edmonton
-----------------------------------------------------------------
Cineplex Odeon, Loews Cineplex Entertainment Corp.'s Canadian subsidiary,
The Edmonton Journal reports, is forced to cease the ongoing construction
of its 14-screen theatre. "We have, for all practical purposes, shut down
construction because we would have opened at a time of the year when
product would not be as good as it would be later in the spring, and for
other reasons," Cineplex Odeon general manager Sam Dimichele said. When
questioned upon the possible reason for the action, "We are 100 percent
owned by Loews and everything they do affects us." Dimichele added that,
even though there is no definite date for construction to resume, the
company still hopes to make the May 15 opening.


MONDO, INC.: Final Resolution On Perry Ellis Trademark Purchase Due Today
------------------------------------------------------------------------
Perry Ellis International Inc. and Men's Wearhouse Inc. announced that they
have agreed to jointly exploit certain of the men's wear brands that Perry
Ellis has agreed to buy from the bankruptcy estate of Mondo Inc. The
agreement between Perry Ellis International and Mondo contemplates the
purchase of the Mondo di Marco, Pronto Uomo and Linea Uomo, trademarks
subject to approval by the U.S. Bankruptcy Court for the Southern District
of New York.  A final resolution is expected today. (ABI 20-Oct-00)

Mondo, Inc., which manufactures and sells men's sportswear, filed for
Chapter 11 in the U.S. Bankruptcy Court for Southern District of New York
on Sept. 18, 2000.  Mondo listed assets of $5.5 million and $16 million in
debts.  The Honorable Judge Arthur Gonzales handles the case, number 00-
14364.


MOUNTAIN ENERGY: Gas Supplier Faces Involuntary Bankruptcy Petition
-------------------------------------------------------------------
Four customers of Mountain Energy Corp., The Kansas City Star reports,
holding $25 million in claims, filed an involuntary bankruptcy petition
against the Company.  Mountain Energy partners, Michael Eichenberg and
Rodrick Donovan couldn't reached by Star reporters for comment.  Other
companies inquires on the whereabouts of their gas and money dealings with
Mountain Energy, is "the $64 million question," Jonathan Margolies,
attorney representing the petitioners said.  According to Eichenberg, what
caused the gas energy's situation was the lawsuit filed by its supplier,
Anadarko Energy Services Co. The Houston-based Anadarko states that
Mountain owes them $17.8 million.

According to court documents, Farmland Industries listed claims of $4.6
million; Tenaska Marketing Ventures, $7.7 million; TransCanada Energy
Marketing USA Inc., $11.2 million; and DuCoa LP, $1.1 million.


OWENS CORNING: Court Gives Company Okay to Honor All Customer Obligations
-------------------------------------------------------------------------
In the ordinary course of business, the Debtors offer their customers
several warranty, discount, rebate and other incentive programs:

    (A) Product Warranties. Debtors provide customer warranties on numerous
different products that they manufacture and sell. The Debtors' warranty
liability under such programs is generally pro-rated and decreases with the
passage of time. One of the Debtors' most significant warranty programs
includes warranties provided in connection with the manufacture and sale of
residential roofing shingles. Depending upon the type of residential
roofing shingle, applicable warranty periods often extend 20 to 40 years
from the date of purchase. The Debtors likewise provide warranties in
connection with their vinyl siding, metals and Vytec product lines, and
other products which the Debtors manufacture and sell.

The Debtors monitor their anticipated warranty liability on both short-term
and long-term bases. As of August 31, 2000, the Debtors' anticipated
aggregate potential liability is approximately:

    * $11,000,000 on account of Current Warranty Claims; and
    * $31,000,000 for Long-Term Warranty Claims

The Debtors also monitor their anticipated current and long-term warranty
liability for discontinued products. As of August 31, 2000, the Debtors'
anticipated aggregate liability in connection with discontinued products is
approximately:

    * $3,000,000 on account of Current Warranty Claims; and
    * $13,000,000 for Long-Term Warranty Claims.

    (B) Cash Discounts. The Debtors offer discounts to most customers
payable at or shortly after the time of sale. Typically, the Debtors'
invoices for products sold on credit will provide for a percentage discount
if full payment is made within 10 days or similar terms. Cash discounts
are recognized in many industries as a standard inducement for prompt
payment. Many of the Debtors' key customers take advantage of such cash
discounts, which inures to the Debtors, substantial benefit by positively
affecting the Debtors, cash flows.

The Debtors monitor and track the frequency with which their customers take
advantage of cash discounts. For cash management purposes, the Debtors
maintain records reflecting anticipated cash discounts which, in the
Debtors' business judgment, and based upon past customer history, are
likely to be taken. As of September 18, 2000, the Debtors' anticipate that
their customers are likely to take advantage, for the remainder of calendar
year 2000, of:

    * $2,900,000 on account of Cash Discounts.

The Debtors note that this amount is not a liability of the Debtors, but
reflects the amount by which the Debtors expect to account for a reduction
in receivables collection due to future cash discounts.

    (C) Rebates. The Debtors provide certain key, large-volume customers
with rebate incentives. Although such rebates vary from customer to
customer, rebates are generally tied to both a customer's product purchase
volume and product sales volume. Rebates accrue during the course of the
year and are payable on an annual or, in some circumstances, quarterly,
basis. The specific details of the Debtors' rebate programs are by their
nature proprietary and highly confidential, the Debtors say, so details are
not provided in the Company's Motion papers in order to "preserve and avoid
jeopardizing their competitiveness and customer relationships." As of
September 18, 2000, the Debtors' anticipated aggregate liability for
calendar year 2000 is:

    * $38,000,000 on account of Customer Rebates

    (D) Category Management. The Debtors often enter into arrangements with
customers in which the Debtors provide their customers with targeted sales
support, including both financial and in-kind support, for specific
products or product lines, Examples of such targeted sales support include
reimbursements of approved, documented advertising costs, the provision to
customers of kiosks and displays and promotional items which promote new or
existing products, or the reimbursement of similarly approved, documented
expenses.

Category management arrangements are unique to each participating customer.
As with customer rebate incentives, the Debtors consider specific details
of their category management arrangements to he highly proprietary and,
therefore, the particular details of such arrangements are not being
provided. Generally, however, the category management support that the
Debtors are obligated to provide is linked to a customer's sales and
product purchase volumes, adjusted during the course of the year to reflect
actual figures. As of September 18, 2000, the Debtors' anticipated
aggregate liability for calendar year 2000 is:

    * $300,000 for Category Management Obligations

    (E) Preferred Contractor Program. The Debtors have recently initiated
a "Preferred Contractor" incentive program in certain of their business
lines. The Preferred Contractor program permits the Debtors to target and
promote products or product lines by providing advertising reimbursement
and similar incentives to participating contractors. Although the specific
terms of such incentives vary among participating contractors, the program
generally permits a participating contractor to obtain reimbursement from
the Debtors for certain approved, documented advertising and promotional
expenses. The level of reimbursement available to a participating
contractor under Preferred Contractor programs is usually linked to sales
volume and product purchase volume, and is adjusted during the course of
the year to reflect actual figures.

    As of September 18, 2000, the most recent date for which such
information has been compiled, the Debtors, aggregate potential liability
under Preferred Contractor programs was approximately $2,000,000 million.

    (F) Customer Dispute Resolution. Occasionally, the Debtors and a
customer will disagree regarding a purchase transaction, For example, a
customer may contend that insufficient product items were shipped, and may
dispute the Debtors, invoice for such shipment. In general, the Debtors
seek to resolve customer disputes at the earliest opportunity, and enjoy a
positive relationship with their key Customers as a result, 25. In the
event that a customer disputes an invoice, the Debtors investigate the
facts and circumstances and seek to achieve a mutually acceptable
compromise. The Debtors internally track the dollar volume of disputed
invoices. Although these figures generally represent a summary of
receivables which may not be collected (as opposed to being a measure of
true liability), there sometimes are circumstances in which the Debtors
determine in the exercise of their business judgment that appropriate
resolution of a pending customer dispute may include, among other things,
the shipment of additional product, issuance of a credit or the making of a
cash payment to a customer. As of August 31, 2000, the Debtors' books and
records reflect:

    * $5,500,000 of Disputed Invoices subject to resolution.

Because of the highly competitive nature of the industries in which the
Debtors conduct business, the Debtors believe that they must honor their
obligations under these Customer Programs, and continuing the Customer
Programs on a postpetition basis, in order to maintain sales volume,
customer satisfaction and goodwill. Accordingly, by this Motion, the
Debtors sought and obtained authority from Judge Walrath to honor their
prepetition Customer Program Obligations. (Owens-Corning Bankruptcy News,
Issue No. 2; Bankruptcy Creditors' Service, Inc., 609/392-0900)


OWENS-ILLINOIS: Glass Maker Post $449 Million Loss in Third Quarter
-------------------------------------------------------------------
Glass container maker Owens-Illinois Inc. reported a third-quarter loss of
$449 million because of asbestos claims and a restructuring program that
eliminated 350 jobs.

Owens-Illinois said the costs for the asbestos claims and the
restructuring program totaled $798 million for the quarter ended Sept. 30.

The company reported a loss of $3.12 a share.

Excluding the one-time charges, the company said it made $64 million, or 40
cents a share in the quarter, compared with earnings of $78 million, or 46
cents a share, last year. Revenue totaled $1.4 billion for the quarter, the
same as last year.

The company said the lower profits were the result of the stronger dollar
compared with foreign currencies and higher energy costs and interest
rates.

The company said the $550 million asbestos-related charge represents the
estimate of its costs for the next several years. The company said it
believes it has the resources to handle the claims.

A former business unit of the company produced a specialized high-
temperature insulation material containing asbestos from 1948 until 1958,
when the business was sold to Owens Corning, another Toledo company that
recently filed for bankruptcy protection because of asbestos claims.

Owens-Illinois took a $250 million charge less than two years ago to pay
construction workers who developed cancer and other illnesses from exposure
to asbestos-containing insulation.

Asbestos is a white flaky substance widely used during the 1940s and 1950s
for insulation and in shipbuilding and in power plants. It has been known
to cause lung cancer and asbestosis, a lung-scarring disease.

A separate charge of $248 million in its report included the cost of
eliminating the 350 jobs, mostly through early retirement incentives.


OWENS-ILLINOIS: Moody's Confirms Ba1 Senior Debt Rating & Negative Outlook
--------------------------------------------------------------------------
Moody's Investors Service confirmed the ratings of Owens-Illinois Inc., and
changed the rating outlook to negative, following the announcement by the
company that it would take unusual charges and asset write-downs totaling
$798.3 million in the third quarter of fiscal year 2000. The rating outlook
change is based on the recurrent expenses that are expected to be paid by
the company for asbestos settlement payments over the medium term and on
the margin pressure experienced by Owens-Illinois.

The rating outlook is updated as follows:

"The rating outlook is negative. Owens-Illinois is likely to continue
paying significant asbestos settlement costs over the medium term. These
payments and higher energy costs could put pressure on the company's free
cash flow and on its ability to reduce debt. Further significant pressure
on Owens-Illinois' cash flow available for debt repayment would put
pressure on the company's ratings."

Ratings confirmed:

    a) Ba1 for senior debt
    
    b) (P)Ba1 for senior debt shelf registration

    c) (P)Ba3 for subordinated debt shelf registration

As a result of its ownership from 1948 to 1958 of a company that
manufactured products containing asbestos, Owens-Illinois has been settling
numerous claims from individuals claiming illness due to past exposure to
these products. The overall risk associated with these risks is contained
by the length of time that has passed since possible exposure might have
occurred and on the dwindling pool of possible claimants. Also, Owens-
Illinois did not own or continue to manufacture asbestos-containing
products after medical studies found a link between asbestos exposure and
certain types of illnesses in installation workers. This tends to limit the
company's liability. However, the taking of the charge reflects the
expectation that settlement payments -- which were up to now anticipated to
dwindle off -- will continue over the medium term at a rate similar to the
one observed over the last two years. This will constrain the company's
free cash flow and its ability to significantly reduce its debt over the
medium term.

While the company continues to maintain solid market shares, its margins
have been put under pressure by increases in energy costs. Operating margin
(excluding extraordinary charges) was 17.8% for the first 9 months of 1999;
it was 16.3% for the first 9 months of 2000. The limited ability of the
company to pass on energy cost increases until renegotiation of contracts
with its clients increases the volatility of its operating income.

Still, the company's margins continue to be high relative to other
packaging companies. This is a reflection of Owens-Illinois' strength in
the markets where it is present -- which gives it better bargaining power
with its clients than most of its peers --, and of its ability to maintain
low manufacturing costs. The technological know-how of the company allows
it to derive significant income from licensing of its equipment. The
consolidation of facilities and other restructuring activities that give
rise to a portion of the charges taken by the company should lead to
manufacturing savings of up to $50 million a year.

Owens-Illinois is the largest manufacturer of glass containers in North
America, South America, Australia, New Zealand, and one of the largest in
Europe. OI is also a worldwide manufacturer of plastics packaging.


PLATINUM ENTERTAINMENT: Proposes $166,000 Key Employee Stay Bonus Program
-------------------------------------------------------------------------
Platinum Entertainment, Inc., seeks bankruptcy court authority to pay stay
bonuses to key employees. The debtor anticipates that certain employees
will consider leaving and that certain of these employees are knowledgeable
about the business and would be hard to replace.

The debtor believes that it is in the best interests of the estate to
attempt to keep such employees, if possible, to maximize the debtor's
ability to sell its assets in a quick and diligent manner.

The debtor requests authority to pay "stay on" bonuses to key employees in
amounts equal to ten percent of their respective salaries until the earlier
of the sale of the debtor's assets or December 31, 2000. The payment of
stay bonuses will include an amount of up to an aggregate of $166,000.


PREMIER LASER: Pro-Laser Announces Acquisition of EyeSys Corneal Division
-------------------------------------------------------------------------
Premier Laser Systems, Inc. (OTC: PLSIQ) and Pro-Laser Ltd. (Easdaq: PROL)
announced that they have signed a letter of intent under which Pro-Laser
will acquire Premier's EyeSys Corneal Topography division. Pro-Laser, based
in Duesseldorf, Germany will acquire the intellectual property, customer
base and inventory of the EyeSys Corneal Topography division from Premier.
Under the terms of the agreement, Pro-Laser expects to close this
transaction, on or about December 8, 2000. In addition, Premier and Pro-
Laser have executed an additional letter of intent to proceed towards a
merger of Premier into Pro-Laser at the conclusion of Premier's Chapter 11
case. The close of both transactions are subject to completion of due-
diligence review, Premier and Pro-Laser Board approval, Bankruptcy Court
approval and the completion of definitive agreements.

Ronnie Jaegermann, chief executive officer and president of Pro-Laser,
said, "We believe that acquiring the EyeSys Corneal Topography product line
-- one of the leading topography systems in the world, will enhance our
ophthalmic diagnostic product offering and enable Pro-Laser to form a
closer relationship with refractive surgeons worldwide."

Fredric J. Feldman, Ph.D. chairman, board of directors of Premier, said "We
feel that the transactions with Pro-Laser will benefit our customers,
shareholders and creditors. We are pleased to be moving forward with a
company of the magnitude of Pro-Laser."

The transaction between the parties is a result of negotiations involving
three separate suitors for control of Premier's EyeSys assets. The Magnum
Group, Inc. of Tiburon, CA, financial advisors to Premier, managed these
negotiations. Randy McDonald, managing director for Magnum stated, "Premier
has approximately 4,000 EyeSys customers and 3,500 shareholders. This
merger agreement and acquisition of the EyeSys assets by Pro-Laser will
benefit a large number of parties." McDonald also noted that this is the
third major business division to be divested and that other assets will
continue to be sold as part of Premier's plan of reorganization.

Premier has been seeking a merger partner since it filed Chapter 11 last
March. EyeSys is a well-known brand name in the field of ophthalmic
topography.


QUANTUM NORTH: E4L Subsidiary Files for Protection in C.D. California
---------------------------------------------------------------------
e4L Inc. (NYSE:ETV) announced that its wholly owned United States
subsidiary, Quantum North America Inc. (d/b/a, e4L North America) ("QNA"),
filed a voluntary petition for relief under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the Central
District of California.

e4L further announced that its wholly owned United Kingdom subsidiary,
Quantum International Ltd. ("QIL") filed a petition in the High Court of
Justice, Chancery Division Companies Court in the United Kingdom (the
"Court") seeking a grant of an administrative order. Upon filing of the
administrative proceedings with the Court, QIL will operate under
administration, whereby an administrator will be retained by QIL for the
purpose of either reorganizing or liquidating QIL's business for the
benefit of creditors.

e4L further announced that it will attempt to seek debtor-in-possession
financing from its senior lender, Foothill Capital Corp., in order to fund
QNA's Chapter 11 reorganization proceedings. In addition, e4L and QNA
anticipate that they will agree to the appointment of John Grigsby and
Associates Inc., a financial advisory and turnaround firm.

As previously announced on Oct. 11, 2000, e4L had retained Direct Marketing
Services Group LLC to provide, among other things, daily operational and
financial management services for e4L's United States direct response
business.

The Chapter 11 filing of QNA and administrative proceeding of QIL are not
expected to impact e4L's businesses in the Pacific Rim and Asia.


SAFETY-KLEEN: Committee Retains Deloitte & Touche as Accountants
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Safety-Kleen Corp. and its
affiliated debtors and debtors-in-possession ask the Court for permission
to retain Deloitte Consulting L.P. and Deloitte & Touche LLP, nunc pro tunc
to July 17, 2000, as their accountants and reorganization consultants,
pursuant to 11 U.S.C. Sec. 1103(a).

The Committee submits that it is necessary to employ and retain Deloitte
to:

    (a) review proposed key employee retention and severance plans;

    (b) review reports or filings prepared by the Debtors for filing in
        these cases as required by the Bankruptcy Court or the Office of the
        United States Trustee, including, without limitation, Schedules of
        Assets and Liabilities, Statement of Financial Affairs, and monthly
        operating reports;

    (c) review financial information relating to the Debtors for
        distribution to certain creditors and other parties-in-interest,
        including, without limitation, analysis of the Debtors' cash
        receipts and disbursements, financial statements, and the effect
        of certain proposed transactions for which Bankruptcy Court approval
        is sought;

    (d) provide tax advisory and consulting services to the Committee
        relating to the Debtors' businesses and operations;

    (e) analyze the Debtors' pre- and post-petition accounting cut-off
        procedures, assist with developing a reclamation program, if
        necessary, and the Debtors' claims review and reconciliation
        process;
   
    (f) review all accounting issues, including, without limitation,
        forensic accounting services and litigation support as requested by
        the Committee;

    (g) review of environmental liabilities and accounting issues related
        thereto;

    (h) assist with third-party negotiations by (i) engaging in
        restructuring-related negotiations and communications with key
        constituents, including, without limitation, the Debtors, secured
        and unsecured creditors and their accountants and restructuring
        consultants, (ii) developing a baseline liquidation analysis, and
        (iii) coordinating the Committee's efforts with the Debtors'
        accountants and restructuring consultants;

    (i) review the Debtors' "best interests of creditors" test;

    (j) review the Debtors' overall financial condition

    (k) consistent with the scope of services set forth herein, as requested
        by the Committee or their legal counsel and as agreed to by
        Deloitte, attend and participate in hearings before the Bankruptcy
        Court; and

    (1) provide such other necessary advice and services as may be requested
        from time to time by the Committee or their legal counsel and agreed
        to by Deloitte.

Deloitte will be compensated at its regular hourly rates, ranging from $565
to $650 for partners, principals and directors, $450 to $550 for senior
managers, $275 to $480 for managers, $225 to $360 for senior consultants
and $145 to $250 for consultants and staff.

Scott W. Winn, a principal of Deloitte Consulting and Francis J. Conway, a
Partner of Deloitte & Touche assure the Court that Deloitte does not hold
or provide services on behalf of any interest that is adverse to the
Debtors, their creditors or estates or any other party-in-interest in these
chapter 11 cases. Because Deloitte is a Big 5 Firm, however, it represents
many entities having relationships with the Debtors. Deloitte will advice
the Committee -- and only the Committee -- on matters relative to Safety-
Kleen. To the extent that Deloitte is a creditor of any of the Debtors,
Deloitte agrees to waive those claims. (Safety-Kleen Bankruptcy News, Issue
No. 8; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SERVICE MERCHANDISE: Obtains Authority to Sublet Portion of Laredo Store
------------------------------------------------------------------------
In accordance with their 2000 Business Plan, the Debtors sought and
obtained the Court's authority, pursuant to 11 U.S.C. section 363 and Rule
6004 of the Federal Rules of Bankruptcy Procedure, for entry into an
agreement with Giles Group, Inc., to sublease a certain portion of the
Debtors' leased Store Number 205 located in Laredo, Texas.

Under the Agreement, the Debtors will sublease 25,303 square feet of space
at the Store to Giles Group, an operator of retail furniture stores under
the name Furniture Factory Warehouse, for Giles Group's intended use as a
furniture factory store. In return, Giles Group will pay the Debtors annual
rent of approximately $88,000, subject to escalation throughout the
Sublease term and any options, plus proportionate share of real estate
taxes, insurance, common area maintenance and related expenses, and will be
responsible for its own tenant improvements. Giles Group will assume
possession of the Subleased Premises on or before December 30, 2000.

Giles Group, the Debtors tell Judge Paine, is a subsidiary of DAV Thrift
Store, Inc. which operates approximately 15 furniture factory stores in
Indiana, Texas, North Carolina and Alabama. DAV Thrift Stores has
experienced substantial revenue growth over the last two years, with
increase in gross profit of nearly 18 percent from $8,700,000 in 1996 to
$10,200,000 in 1999.

The Agreement provides that,

(1) The Sublease shall be subject and subordinate to the Primary Lease
       and the Recorded Document;

(2) Giles Group shall cause its alteration and improvement work to be
       performed in a good and workmanlike manner, in full compliance with
       all applicable codes and the Recorded Documents, and in accordance
       with plans and specifications as approved by Debtors and any other
       parties, as necessary;

(3) Giles Group shall not make any alterations to the Subleased Premises
       without the prior written consent of Debtors;

(4) Giles Group shall have the obligation to obtain any required consents
       from Primary Landlord and any parties under the Recorded Documents
       prior to making any alterations or improvements.

(5) Giles Group covenants that it will open for business within thirty
       days after the date its tenant work is complete and will continue its
       operation in the entire Subleased Premises.

(6) Giles Group may not assign or sublet the Subleased Premises, except to
       sublet to certain entities as described in the Sublease, with written
       notice to the Debtors within thirty days of the consummation of the
       transaction;

(7) The Debtors may assign or otherwise transfer the Sublease at any time
       and without qualification;

(8) Provided that Giles Group is not in default under the Sublease, Giles
       Group will have the option to extend the term of the Sublease by
       three successive terms of five years each, subject to written notice
       to the Debtors on the earlier of (x) three months prior to the date
       on which the Debtors must give notice of intent of extension under
       the Primary Lease or (y) nine months prior to the expiration of the
       term of the Sublease;

(9) The obligation of Giles Group to enter into the Sublease is subject to
       delivery of a non-disturbance and attornment agreement with the
       Primary Landlord.

DAV Thrift Store, Inc. agrees to execute in favor of the Debtors a guaranty
whereby Guarantor fully and unconditionally guarantees to the Debtors the
due and punctual payment and performance of Giles Group's obligations under
the Sublease.

The Debtors believe that there will be no issue arising with respect to the
subletting or with respect to alterations and signage, and the terms under
the Agreement are fair and reasonable and in the best interest of the
estates.(Service Merchandise Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


SILVER CINEMAS: Debtors Tap Nicholas & Montgomery as Accountants
----------------------------------------------------------------
Silver Cinemas International, Inc., et al., seek a court order granting
their application to employ Nicholas & Montgomery LLP as their accountants
and tax prepareers during the course of their chapter 11 restructuring.  

Among other things, the debtors have requested that the firm prepare the
debtors' 1999 federal income tax return and state income tax returns and
other returns as requested. Catherine Bard, CPA, will be the individual
primarlily responsible for rendering the tax preparation services to the
debtors. For Ms. Bard's services, the firm will charge $155 per hour. The
hourly rates of other members and employees of the firm who may render
services on behalf of the debtors range from $90 to $120.


UNICAPITAL CORP: Bank of America Extends Revolver Amendments To November 6
--------------------------------------------------------------------------
UniCapital Corporation (NYSE:UCP) announced it has reached an agreement
with Bank of America, N.A., its principal financial creditor, to continue
through November 6, 2000, the amendment of certain terms of the company's
revolving credit facility with Bank of America.

UniCapital Corporation provides asset-based financing in strategically
diverse sectors of the commercial equipment leasing industry. Headquartered
in Miami, UniCapital originates, acquires, sells and services equipment
leases and arranges structured financing in the big ticket, middle market,
small ticket and computer and telecommunications segments of the commercial
equipment leasing industry. For more information, visit UniCapital's Web
site at www.unicapitalcorp.com.


UNOVA INC: Moody's Downgrades Long-Term Debt Rating & Neg Outlook Continues
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Moody's Investors Service downgraded the long-term debt rating of UNOVA,
Inc. (UNOVA) to Ba2 and its rating outlook remains negative. The rating
actions concluded the review that commenced on September 19, 2000. The
rating agency commented that the company's poor financial performance is
not expected to turn around meaningfully in the near-term. Expected
operating losses at UNOVA's Automated Data Systems (ADS) will offset
operating profits from the Industrial Automation (IAS) business segment. As
a result, debtholders' protection measures have badly deteriorated and the
company is negotiating with its banks to amend its credit agreement. In
addition, the timing of debt paydown through realization of proceeds from
asset sales or monetization of intellectual property is uncertain. Moody's
noted that the company is considering strategic alternatives for its
businesses. Ultimate rating implications would depend on the form of the
transaction.

Ratings downgraded:

    a) senior, unsecured long-term rating for notes and bank revolving
         credit facility to Ba2 from Baa2;

    b) for securities issued under its 415 shelf registration

         -- senior debt securities to (P)Ba2 from (P)Baa2,
         -- subordinated debt securities to (P)B1 from (P)Baa3, and
         -- preferred stock to (P)"b1" from (P)"baa3".

The rating agency stated that the revenue shortfall at ADS continues as
costs associated with accelerated R&D, as well as marketing and sales
incentive programs rise. UNOVA has indicated that quarterly losses in the
second half of 2000 could mirror the second quarter loss of approximately
$20 million. Management changes and programs have been instituted to
achieve lower costs and new product rollouts, but this could take time.
Moody's estimates the return to stable earnings and cash flow generation
from the ADS operations to be at least 18-24 months away.

In addition, margin expansion in the IAS operations has not materialized,
due to orders slowdown at Cincinnati Machine, plus project delays and
increased installation and integration costs associated with a shift to
flexible production lines for the automotive and diesel engine
manufacturers.

UNOVA, Inc., headquartered in Woodland Hills, CA., provides design and
integration of manufacturing systems for the global automotive, diesel
engine, and aerospace industries and specializes in mobile information
technology for supply-chain execution and e-commerce fulfillment.


VALUE AMERICA: Merisel Announces Purchase Of Electronic Services Business
-------------------------------------------------------------------------
Value America, Inc., announced that it has signed a letter of intent to
sell its electronic services business to Merisel, Inc.

The Company, which on August 11th filed for Chapter 11 protection to
facilitate a reorganization as an Internet service provider, will wind its
operations down under Chapter 11 following completion of this transaction.
A motion for approval of the sale of assets was filed with United States
Bankruptcy Court for the Western District of Virginia.

Glenda Dorchak, Chairman and CEO said, "In the months since we assessed
that Company financial resources were not sufficient to fund an ongoing e-
retail business, we have moved steadily toward successfully leveraging the
Company's assets, allowing an acquiring company to build upon our expertise
in e-commerce."

Merisel, based in El Segundo, California, is a full-line distributor of
technology products throughout North America. The proposal calls for
Merisel to acquire most of Value America's assets and employees in order to
launch an Internet fulfillment and services business in 2001. "The
potential acquisition of the Value America assets blends well with our
future strategies" said David Sadler, CEO of Merisel Inc.

"Two months ago we said we were on a 60-day schedule to locate an investor
or acquirer for this business. We are pleased this development meets the
schedule we set for ourselves, and hope to be able to close the transaction
in early November," Dorchak added. "I am especially pleased Merisel has
indicated that it will retain most of the Value America employees involved
in the development and operation of our e-fulfillment business."

The Board expressed its appreciation to Glenda and the senior executive
team for their diligent efforts to secure an acquirer and provide a return
to Company creditors, as they prepare to wind down Value America and turn
the reins over to the Merisel management team.

Value America, Inc. ( http://www.VA.com), based in Charlottesville,  
Virginia, was a pioneer in online retailing, bringing features of bricks
and mortar to Internet commerce in an inventory-less model. It also has
developed technological and logistical expertise in e-commerce which could
be made available to manufacturers, content providers, and bricks and
mortar retailers looking to come online, and to companies that have been
unsuccessful in launching their own e-commerce operations.


WASTE MANAGEMENT: Subsidiary Declines to Sign Contract with City of Toronto
---------------------------------------------------------------------------
Waste Management Inc. (NYSE:WMI) announced that its wholly owned
subsidiary, Canadian Waste Services Inc., has declined to sign a contract
as written with the City of Toronto for its solid waste management business
because of additions to the contract required by the City of Toronto which
resulted in business risks which the Company was not willing to assume.

The City of Toronto had selected Rail Cycle North, a consortium with
Canadian Waste Services, Miller Waste Systems, Canadian National Railroad,
Ontario Northland Railroad and Notre Development, to handle the majority of
the city's solid waste disposal needs. The contract was expected to
generate total revenue to the consortium of up to $760 million (US) over
the 20-year period.

"We believe we still have an outstanding solution for Toronto's solid waste
disposal needs and hope to continue discussions with the city," said Jeff
Harris, president of Canadian Waste Services, which has 3,500 employees and
approximately 4 million customers in all provinces. "Unfortunately, after
the award, provisions were added to the final contract by the City of
Toronto which would have exposed the Company to significant, and
unpredictable, business risks."

Waste Management Inc. is its industry's leading provider of comprehensive
waste management services. Based in Houston, the Company serves municipal,
commercial, industrial, and residential customers throughout the United
States, and in Canada, Puerto Rico and Mexico.


WESTERN GROWERS: S&P Chops Insurer's Financial Strength Rating
--------------------------------------------------------------
Standard & Poor's lowered its financial strength rating on Western
Growers Insurance Co. (Western Growers) to triple-'Cpi' from double-'Bpi'.
This rating action is based on Western Growers's depleted capitalization,
which was caused by severe losses through the second quarter of 2000.

The Newport Beach, Calif.-based company operates in California and Arizona,
providing workers' compensation and group accident & health coverage for
members of the Western Growers Assn. Western Growers Assn. is a nonprofit
association of produce growers in California and Arizona. Western Growers
commenced operations in 1986.

Major Rating Factors:

    -- In the first two quarters of 2000, Western Growers's surplus was
        seriously affected by losses. As of June 30, 2000, surplus decline
        to $3.36 million from $5.98 million in 1999, weakening Standard &
        Poor's capital adequacy ratio to a level that is considered
        extremely weak.

    -- Through the first two quarters of 2000, underwriting losses ballooned
        to $3.43 million, offset somewhat by investment income of $960,000.
        If losses continue through year-end 2000, they could render the
        company insolvent.

    -- Western Growers (NAIC: 29947) derives 95% of its premiums from
        California. Standard & Poor's considers the California workers'
        compensation market extremely completive, placing additional pricing
        pressure on the insurer to offset its losses with increased rates.

Ratings with a 'pi' subscript are insurer financial strength ratings based
on an analysis of an insurer's published financial information and
additional information in the public domain. They do not reflect in-depth
meetings with an insurer's management and are therefore based on less
comprehensive information than ratings without a 'pi' subscript. Ratings
with a 'pi' subscript are reviewed annually based on a new year's financial
statements, but may be reviewed on an interim basis if a major event that
may affect the insurer's financial security occurs. Ratings with a 'pi'
subscript are not subject to potential CreditWatch listings.


XEROX CORP: Moody's Places Long & Short Term Rating On Review For Downgrade
---------------------------------------------------------------------------
Moody's Investors Service placed the long and short term credit ratings of
Xerox Corporation and its financially supported subsidiaries under review
for possible downgrade. Moody's said that the review will focus on the
company's operating profitability and cash flow prospects in the face of
intensifying competition, evidence of slowing demand in the office
equipment sector, and the ongoing disruptions caused by its restructuring
efforts. The rating agency said it would also consider Xerox's overall
sources of liquidity, including the company's recent decision to reduce its
annual dividend by 75%, the timing and magnitude for potential asset sales,
as well as the company's $7 billion committed revolving credit facility
that matures in October 2002, which Moody's believes provides sufficient
liquidity over the near term; in addition to management's plans to effect
further reductions in its operating cost structure.

Ratings placed under review for possible downgrade include:

    I)   Xerox Corporation

         a) senior unsecured at Baa2;

         b) subordinated at Baa3;

         c) preferred stock at "baa2"; and

         d) Prime-2 for commercial paper

    II)  Xerox Credit Corporation

         a) senior unsecured at Baa2; and

         b) Prime-2 for commercial paper

    III) Xerox Mexicana S.A. de C.V.

         a) Prime-2 for commercial paper

    IV) Xerox Capital (Europe) PLC

        a) senior unsecured at Baa2, and

        b) Prime-2 for commercial paper, and

    V)  Xerox Overseas Holdings Limited

        a) senior unsecured at Baa2

Xerox Corporation, headquartered in Stamford, Connecticut, develops,
manufactures and markets document processing equipment and provides
document facilities management services worldwide.


                                *********


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

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

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

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


                               *********

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Troubled Company Reporter is a daily newsletter, co-published by Bankruptcy
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DC. Debra Brennan, Yvonne L. Metzler, Ronald Ladia, Zenar Andal, and Grace
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Copyright 2000. All rights reserved. ISSN 1520-9474.

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