TCR_Public/001025.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 25, 2000, Vol. 4, No. 209
  
                                Headlines

CARMIKE CINEMAS: Taps Wasserstein Perella as Financial Advisor
CERPLEX GROUP: Puts Stock of Cerplex, Ltd., Up for Auction
CERPLEX GROUP: Court Approves Key Employee Incentive Bonus Payments
COMMODORE APPLIED: Acquiring 81% Stake in Dispute Resolution Management
CORRECTIONS CORP.: Feds Give Nod of Approval To Calif. & New Mexico Sites

CREDITRUST CORP.: Announces Settlement Claims Against Enhance Financial
DADE BEHRING: Moody's Cuts Credit Ratings & Reviews for Further Downgrades
DYNEX CAPITAL: Extends Negotiating Period with REIT to Oct. 27, 2000
FACTORY CARD: FCO Acquisition Deal Puts $15 Million on Table for Unsecureds
FLEETWOOD: Moody's Lowers Debt Ratings & Says Outlook is Negative

FRANK'S NURSERY: Moody's Junks One More Debt Rating
GENICOM, INC.: Creditors' Committee Moves for Dismissal of Chapter 11 Case
HARNISCHFEGER INDUSTRIES: Agrees to Lift Stay on Insured Claim Against Joy
HOME HEALTH: Delaware Court Approves Twenty-First Cash Collateral Order
IMPERIAL HOME: Seeks Extension of Exclusive Period through January 16, 2001

IPM PRODUCTS: Fort Worth Property Fetches $625,000 for Estate
KITTY HAWK: Judge Houser to Consider Plan Confirmation on December 5
LIVING.COM: Former Employees Complain About Posting of Salary Data
MAXICARE HEALTH: Announces $8.1 Million Private Placement
MMH HOLDINGS: Retains Cushman & Wakefield and DoveBid as Appraisers

MOLL INDUSTRIES: Selling Non-Core Cosmetics Packaging Division
MUZAK LLC: Moody's Takes Note of Improved Liquidity But Maintains Ratings
NEW AMERICAN HEALTHCARE: Court Fixes November 10 Claims Bar Date
NIAGARA MOHAWK: Declares Dividends on Preferred Stock Issues
OWENS CORNING: Court Approves Payment of $95 Million to Critical Vendors

PACIFIC CENTURY: Moody's Lowers Debt Ratings & Now On Review for Downgrade
PAGING NETWORK: Stakeholders Vote to Accept Plan Based on Arch Merger
PRECISION AUTO: Announces Sale of Three Car Washes, Raising $1,425,000
RELIANCE GROUP: Subsidiary Increases Loss Reserves To $332 Million
RESOLUTION PERFORMANCE: Moody's Rates Senior Secured Credit Facilities Ba3

RIDGEVIEW, INC.: GE Capital Wants Decision about Knitting Machine Leases
RIGCO NORTH: Order Authorizes Final Distribution and Dismissal of Cases
SAFETY-KLEEN: Bankruptcy Court Ratifies Consent Agreement with EPA
SERVICE MERCHANDISE: Sells New York Property to Staples for $23.2 Million
SUNSHINE MINING: Asks for Open-Ended Extension of Lease Decision Period

TEXAS-NEW MEXICO: Moody's Assigns Baa3 Rating to $175MM Senior Note Issue
VENCOR, INC.: Stay Lifted for personal Injury Claimant with Conditions
VISTA EYECARE: Moves Court to Establish December 15 Claims Bar Date
VLASIC FOODS: Shareholders to Convene for Annual Meeting on December 5
WESTERN DIGITAL: Completes Stock Swap for Convertible Subordinated Notes

* Meetings, Conferences and Seminars

                                *********

CARMIKE CINEMAS: Taps Wasserstein Perella as Financial Advisor
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Carmike Cinemas, Inc., et al. seeks court authority to employ Wasserstein
Perella & Co., Inc. as financial advisors for the debtors.  A hearing on
the application will be held on October 27, 2000 at 4:00 PM before the
Honorable Sue L. Robinson, US District Court, Delaware.

The firm will provide the following services:

    a) To the extent it deems necessary, appropriate and feasible,
        familiarize itself with the business, operations, properties,
        financial condition and prospects of the debtors;

    b) Advise and assist the debtors in structuring and effecting the
        financial aspects of a restructuring;

    c) Provide financial advice and assistance to the debtors in developing
        and obtaining approval of a restructuring plan, which may be a plan
        under Chapter 11;

    d) If requested , provide financial advice and assistance to the debtors
        in structuring any new securities to be issued under the plan;

    e) If requested, assist the debtors and/or participate in negotiations
        with entities or groups affected by the plan; and

    f) If requested by the debtors, assist the debtors and/or participate in
        negotiations with entities or groups affected by the plan; and

    g) If requested , participate in hearings before the Bankruptcy Court,
        including providing testimony.

Wasserstein Perella will receive a monthly advisory fee of $150,000,
subject to certain adjustments. Monthly fees through September 1, 2001
shall be credited against any Restructuring Transaction Fee. And 50% of
monthly fees from September 20001 through February 2001 shall be credited
against any Restructuring Transaction Fee. Monthly Advisory Fees paid
subsequent to February 1, 2002 shall not be credited against any
restructuring Transaction Fee. The Restructuring Transaction Fee, as
defined in the Engagement Letter is $3.5 million.


CERPLEX GROUP: Puts Stock of Cerplex, Ltd., Up for Auction
----------------------------------------------------------
The Cerplex Group, Inc. and Cerplex, Inc. propose to sell to Teleplan
Holding Europe BV and A Novo SA 100% of the stock of Cerplex, Ltd.  The
purchase price for the stock is approximately $556,920 and the payment by
the purchasers at closing, of a note payable to the debtors in the amount
of approximately $699,310.  A hearing will be held on October 27, 2000 at
12:30 PM before The Honorable Mary F. Walrath, at the US Courthouse,
Wilmington, DE, to consider entry of an order approving an agreement.


CERPLEX GROUP: Court Approves Key Employee Incentive Bonus Payments
-------------------------------------------------------------------
By order of the US Bankruptcy Court, District of Delaware, dated September
26, 2000, The Cerplex Group, Inc. and Cerplex, Inc. are granted authority
to pay incentive bonuses for key employees. In additional the debtors'
offer of financial incentives to key employees is a valid exercise of the
debtors' business judgment and is in the bet interests of the debtors'
estates and the debtors' creditors. Proposed incentive bonus amounts are:
Salama Abou-Elkheir, Network Administration is $6,923, Juan Carlos
Sandoval, Dispatch Programmer Analyst is $11,076 and Anh Nguyen -
Controller is $25,000, such amounts to be distributed in accordance with
the order of the court.


COMMODORE APPLIED: Acquiring 81% Stake in Dispute Resolution Management
-----------------------------------------------------------------------
The Board of Directors for Commodore Applied Technologies Inc. unanimously
approved the acquisition by the company of 81% of the issued and
outstanding shares of common stock of Dispute Resolution Management, Inc.,
or DRM, in exchange for 15,500,000 shares of the company's common stock and
warrants to purchase an aggregate of an additional 1,000,000 shares of
Commodore's common stock. The Board of Directors also unanimously approved
a proposal to amend the company's certificate of incorporation to increase
the number of authorized shares of common stock from 100,000,000 shares to
125,000,000 shares.

The details of the acquisition of DRM and the reasons for the proposed
amendment to the company's certificate of incorporation has been prepared
for the stockholders of the company in a proxy statement. Commodore is
requesting that their stockholders read the proxy statement and
the annex to that document carefully and in their entirety before deciding
to vote on both matters.


CORRECTIONS CORP.: Feds Give Nod of Approval To Calif. & New Mexico Sites
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Corrections Corporation of America (NYSE:CXW), formerly Prison Realty
Trust, announced that the Federal Bureau of Prisons (FBOP) has given its
approval to begin housing federal inmates at the Company's California City,
California and Milan, New Mexico facilities.

The Notice to Proceed approval was issued on September 28 for California
City, and inmates began arriving on October 2. The Notice to Proceed
approval was issued on October 19 for the Cibola County Correctional Center
in Milan, New Mexico, and inmates are expected to arrive on October 27. The
three-year contracts contain the provision wherein the Company will be
compensated for 95 percent of the designated bed space. The contracts,
which were awarded in June 2000, provide for seven one-year renewal
options.

Revenues for the management contract of the California facility for the
three-year initial period and seven option years are expected to total
approximately $530 million, not including award fees. Revenues for the
management contract of the Cibola County facility for the three-year
initial period and seven option years are expected to total approximately
$230 million, not including award fees. In addition, the facilities are
eligible to receive a bonus of up to 5 percent of annual revenues for
superior performance.

"The Company has placed a high priority on receiving approval from the FBOP
for the implementation of these two contracts, which represent two of the
largest contract awards in CCA's history," said CCA President and CEO John
Ferguson. "We're pleased that our start-up efforts and operations have met
the standards and requirements of the FBOP and look forward to working in
partnership with government in its efforts to address the growing number of
criminal illegal aliens in its system."

CCA's California City Correctional Center is a 2,304-bed secure
institution, and the Cibola County Correctional Center is a 1,012-bed
secure institution.

CCA and its affiliated companies are the nation's largest provider of
detention and corrections services to governmental agencies. The company is
the industry leader in private sector corrections with approximately 68,000
beds in 75 facilities under contract or under development and ownership of
45 facilities in the United States, Puerto Rico and the United Kingdom.
CCA's full range of services includes design, construction, ownership,
renovation and management of new or existing jails and prisons, as well as
long distance inmate transportation services.

CCA has recently completed a series of previously announced restructuring
transactions that included, among other things, the merger of the company
with its primary tenant. In connection with the merger, the company,
formerly known as Prison Realty Trust, Inc., changed its name to
Corrections Corporation of America.


CREDITRUST CORP.: Announces Settlement Claims Against Enhance Financial
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Enhance Financial Services Group Inc. (NYSE:EFS) reported that it had
reached an agreement to resolve all claims made by Creditrust Corporation
in a complaint filed by Creditrust in April of 2000.

Creditrust filed for bankruptcy relief in June of 2000. The agreement will
be filed with the bankruptcy court that is reviewing Creditrust's plan of
reorganization and will not become fully effective until the plan is
approved by the court. The agreement does not contemplate any payment from
Enhance.

Daniel Gross, President and Chief Executive Officer of Enhance Financial,
said, "We are pleased to have reached an agreement that will resolve all
litigation and does not result in a payment of any kind by Enhance. The
lawsuit has been a distraction and has engendered speculation and
uncertainty among our various constituencies, including shareholders,
rating agencies, clients, and our own staff. We anticipate that the
bankruptcy court will approve the agreement in the course of its work, and
we look forward to the removal of this diversion."

Enhance Financial Services Group Inc. is a leading provider of credit-based
insurance and financial services. Its subsidiaries and affiliates provide
financial guaranty insurance and reinsurance in a wide variety of domestic
and international niche markets.


DADE BEHRING: Moody's Cuts Credit Ratings & Reviews for Further Downgrades
--------------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Dade Behring, Inc. and
placed the ratings under review for possible further downgrade. The ratings
affected are as follows:

    a) $350 million 11.125% senior subordinated notes due 2006 to B3 from
         B2,

    b) senior implied rating to B1 from Ba3, and

    c) senior unsecured issuer rating to B2 from B1.

These rating actions reflect our concerns regarding deterioration in
operations, weakened cash flow and potential liquidity issues. Margins and
cash flow have been hurt by declining sales of mature products, foreign
exchange, a restructuring program, and the termination of a distribution
agreement with Allegiance. As a result, incremental borrowings add to
already high leverage, further reducing coverage and availability under the
company's credit line.

Dade currently maintains approximately $150 million in availability under
its bank facilities and $25 million in cash. While management anticipates
that debt at year end will remain at a level consistent with that for the
quarter ended June, Moody's remains concerned about cash needs for the
first half of fiscal year 2001; Dade has historically been a net user of
cash in the first six months of the year. The company is also expecting
cash charges of roughly $30 to $40 million related to its restructuring
program and the conversion from Allegiance distribution in the coming year.
Moreover, Moody's is concerned that a continued decline in operational
performance may lead to debt covenant violations.

Moody's review will focus on management's plans to stabilize revenues and
cash flow, as well as sources and uses of cash over the near to
intermediate term.

Dade Behring, Inc., headquartered in Deerfield, IL, is one of the leading
suppliers of in vitro products and services to clinical laboratories
worldwide.


DYNEX CAPITAL: Extends Negotiating Period with REIT to Oct. 27, 2000
--------------------------------------------------------------------
Dynex Capital, Inc. (NYSE: DX) announced that it has extended until October
27, 2000 the exclusivity period referenced in the letter agreement dated
September 29, 2000 between the Company and California Investment Fund, LLC,
a private real estate investment company, relating to the proposal by CIF
to acquire 100% of the equity of the Company for $90 million in cash.

The Company has been informed by CIF that CIF plans to file an amendment to
its Schedule 13D with the Securities and Exchange Commission with the
extension of the letter agreement as an exhibit. The original letter
agreement was filed with the SEC on October 3, 2000 by CIF as an amendment
to its Schedule 13D.

Dynex Capital, Inc. is a financial services company that elects to be
treated as a real estate investment trust (REIT) for federal income tax
purposes.


FACTORY CARD: FCO Acquisition Deal Puts $15 Million on Table for Unsecureds
---------------------------------------------------------------------------
Factory Card Outlet Corp., and Factory Card Outlet of America Ltd. seek
court approval of a Letter of Intent with FCO Acquisition Corp. A hearing
on the motion will be convened before the Honorable Joseph J. Farnan, Jr.
US District Court, District of Delaware, on October 27, 2000 at 3:00 PM.

The letter of intent sets forth the parties' intention, subject to FCO
Acquisition's completion of its due diligence and the negotiation and
execution of definitive documentation to enter into a transaction that will
serve as the basis for a plan of reorganization for the debtors. The
transaction, as outline, contemplates, among other things, that FCO

Acquisition will invest between $8 and $10 million towards the debtors'
reorganization in exchange for which FCO Acquisition will receive all of
the newly issued shares of common stock of reorganized Factory Card and one
or more subordinated notes, the amounts of which will depend upon he amount
of its investment.

The letter of intent contemplates that, based on the foregoing, a plan
would be proposed that would provide for unsecured creditors to receive
approximately $5.4 million in cash, plus a promissory note in the principal
amount of approximately $10 million, subject to adjustment. If SKM is
determined not to be entitled to either the SKM break-up fee or the SKM

Expense reimbursement, then the cash distribution to creditors will be
increased by 40% of the SKM Break-up fee, i.e. $400,000 and the lesser of
$250,000 or 40% of the reduction of the SKM Expense Reimbursement.

Pursuant to the letter of intent, FCO Acquisition will be reimbursed for
its expenses not to exceed $750,000 and a Break-up fee of $500,000.

The debtors state that the proposed transaction contemplated in the Letter
of Intent provides the debtors with a feasible prospect for reorganizing
that has been approved and accepted by the Creditors' Committee. More
important, unlike the SKM Letter of Intent that was approved by the court,
the Letter of Intent does not prevent the debtors or the Creditors'
Committee from soliciting and actively seeking out alternative
transactions. The debtors intend to actively solicit other proposals
concurrently with pursuing a transaction with FCO Acquisition.

The debtor's attorneys are Daniel J. DeFranceschi and Paul N. Heath of
Richards, Latyon & Finger, PA, Wilmington, Delaware and Harvey R. Miller
and Richard P Krasnow of Weil, Gotshal & Manges LLP, New York, NY.


FLEETWOOD: Moody's Lowers Debt Ratings & Says Outlook is Negative
-----------------------------------------------------------------
Moody's Investors service lowered its ratings of Fleetwood Enterprises
Inc.'s long-term debt; ratings lowered were:

    a) senior implied to Ba1 from Baa2;

    b) subordinated debt to Ba3 from Baa3; and,

    c) trust preferred to "ba3" from "baa3".

The outlook for these ratings is negative. The downgrade reflects Moody's
expectation that the significant deterioration in the operating environment
of Fleetwood's manufactured housing and recreational vehicle businesses
will result in the company's debt protection measures remaining well below
historic levels through the intermediate term. Several aspects of
Fleetwood's financial and capital structure also contributed to the
downgrade. These include: the company's entering a highly challenging
operating environment without adequate committed borrowing facilities, the
possibility that secured borrowings will become a larger component of the
company's capital structure, the large contingent liability associated with
repurchase commitments to providers of floor plan financing, and the risk
of impairment to the portion of the $250 million in goodwill associated
with its manufactured housing retail outlets.

Challenges within the manufactured housing sector include a significant
contraction in the availability of retail financing, high inventory levels,
excess manufacturing capacity, and competition from the growing supply of
used foreclosed units. The recreational vehicle sector is also facing weak
demand and high inventory levels. Despite Fleetwood's aggressive and
ongoing initiatives to reduce its break even point, these industry-wide
challenges will contribute to very weak debt protection measures for the
fiscal year ending April 2001, with fixed charge coverage likely to remain
below 1.0 times, and debt-to-EBITDA exceeding 5 times. Moreover, we expect
that these stressful conditions will extend into fiscal 2002, and will
limit the degree of improvement in debt protection measures. The negative
outlook reflects the considerable intermediate-term uncertainty surrounding
the ability and willingness of various financial institutions to continue
providing financing for retail purchases of manufactured housing, the
possibility that a slowdown in the U.S. economy could prolong the softness
in recreational vehicle sales, and the risk that the company's operating
performance and cash generation could remain very weak during the near
term.

Approximately 50% of Fleetwood's revenues and 40% of its earnings have been
generated by its manufactured housing operations. The most critical
challenge facing the company is the contraction in financing available to
retail purchasers of manufactured housing, and the considerable
concentration of financing activity among a small number of lenders.
Through early 2000, three financial institutions - Conseco Finance,
GreenPointe Financial, and Associates First Capital - accounted for about
two-thirds of the retail financing for purchases of manufactured housing.
Following a period of aggressive extensions of credit to this sector and a
dramatic loosening in underwriting standards, these and other major lenders
experienced significant losses. As a result, Associates exited the market
in early 2000, and remaining lenders, including Conseco and GreenPoint,
have dramatically reduced their lending to the sector by tightening credit
standards and reducing the amount of capital allocated to manufactured
housing. Additional dislocations and stress within the manufactured housing
financing sector could put further pressure on Fleetwood's performance
during fiscal 2002.

Through the fiscal year ended April, 2000, the recreational vehicle sector
accounted for about 50% of Fleetwood's revenues and 60% of its earnings.
Historically, the relatively strong margins and brand position of the RV
business afforded the company a degree of diversification with respect to
its manufactured housing operations. However, large retail incentives, the
possibility of a slowdown in the U.S. economy, and the continuing need to
implement restructuring initiatives in this area could severely depress the
near-term performance of the RV business in concert with the weakness in
the manufactured housing sector.

Fleetwood Enterprises, Inc., headquartered in Riverside, CA, is the
nation's largest producer of recreational vehicles, and a leading producer
and retailer of manufactured housing.


FRANK'S NURSERY: Moody's Junks One More Debt Rating
---------------------------------------------------
Moody's Investors Service lowered the subordinated debt, senior implied and
unsecured issuer ratings of Frank's Nursery and Crafts based on reduced
financial flexibility to withstand further sales disappointments during the
Fall and holiday periods. The bank debt ratings were confirmed.

The following ratings were affected by this action:

    a) Senior implied rating to B3 from B2;

    b) Senior unsecured issuer rating to Caa1 from B3;

    c) Senior subordinated notes due 2008 to Caa3 from Caa1.

The ratings of Frank's $115 million senior secured revolving credit
facility and $25 million senior secured loan were confirmed at B2. The
rating outlook remains negative.

Frank's stores experienced adverse weather conditions during the Spring and
Summer of 2000. The company benefited from appropriate management decisions
which conserved cash while supporting the franchise, as well as from a $15
million capital infusion from Cypress Capital. However, these actions were
not sufficient to offset the results of lost sales. Moody's believes that
Frank's will report higher leverage than would be desired going into the
fourth quarter. Based on Moody's estimates, Frank's is unlikely to meet
even the diminished financial measures reported at the end of fiscal 1999.
Should there be a shortfall to anticipated holiday sales, Moody's believes
the company could require covenant relief under its bank debt and could
face an increased potential for default.

The ratings reflect Frank's high leverage and diminished ability to respond
to the volatility inherent in its highly seasonal and weather-related
business; and the increased probability of principal impairment in case of
default. The ratings are supported by Frank's good franchise among
consumers; and by announced plans to close 42 underperforming stores and
withdraw from less strategic markets. The confirmed rating on the bank debt
reflects its seniority in the capital structure, the protection of
borrowing base restrictions, and the value of property and other assets
collateralizing bank debt. Moody's believes there is a high probability
that bank lenders would receive a return of principal value even in case of
default.

The negative outlook reflects the weakness of the ratings and their
sensitivity to the company's short term performance. Ratings could decline
further if the company's financial condition is impacted by weak
performance over the holiday season, or by changes in the timing or amount
of value recognized from property sales and closures.

Frank's Nursery & Crafts, Inc., headquartered in Troy, Michigan, has about
270 stores specializing in gardening and decor. Frank's is a wholly-owned
subsidiary of FNC Holdings, Inc.


GENICOM, INC.: Creditors' Committee Moves for Dismissal of Chapter 11 Case
--------------------------------------------------------------------------
The Official Unsecured Creditors' Committee of Genicom, Inc. filed a motion
seeking dismissal of the case. Any objections to the motion must be filed
so as to be received by counsel for the Committee by 4:00 PM on October 26,
2000. A hearing to consider the motion will be held on Thursday, November
2, 2000, at 2:00 PM before the Honorable Peter J. Walsh, US Bankruptcy
Court, District of Delaware. Attorneys for the Creditors' Committee are
Saul Ewing LLP, Delaware and Philadelphia, PA.

The Lenders' deficiency claim is expected to be approximately $90 million.
The Lenders' deficiency claim is expected to constitute approximately 73%
of the total unsecured creditor class. In addition approximately 52% of the
parties identified in the statement of financial affairs as potential
preference recipients are listed as creditors. In addition, the anticipated
recovery available from sources other than avoidance actions is
questionable, at best. Coupled with the extremely low distribution, the
Committee states that these facts require dismissal of the case. The
Committee expects the rank-and-file unsecured creditors in this case to
receive a recovery of no more than 6.1% of their claims. In order to
generate this minimal recovery, the debtor will, according tot he
Committee, need to inflict significant hardship on most of the unsecured
creditor class, by means of literally hundreds of lawsuits. The Committee
submits that "cause" exists for the dismissal of the case.


HARNISCHFEGER INDUSTRIES: Agrees to Lift Stay on Insured Claim Against Joy
--------------------------------------------------------------------------
The Debtors consent to modification of the automatic stay to permit
Christopher Boggs to continue prosecution of their prepetition lawsuit
captioned Boggs v. Oak Mountain Energy, L.L.C., Civil Action No.
CV09902034, pending before the Circuit Court for Jefferson County,
Alabama. Modification of the stay is limited to permit (i) the Plaintiff
to liquidate his claim, (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)


HOME HEALTH: Delaware Court Approves Twenty-First Cash Collateral Order
-----------------------------------------------------------------------
The US Bankruptcy Court, District of Delaware, entered an order on October
2, 2000 granting the motion of the debtors, Home Health Corporation of
America, Inc., et al. for emergency interim and permanent use of cash
collateral. A hearing to consider further relief in connection with the
motion and approval of the stipulation is scheduled for November 17, 2000,
at 11:00 AM, US Bankruptcy Court, District of Delaware.


IMPERIAL HOME: Seeks Extension of Exclusive Period through January 16, 2001
---------------------------------------------------------------------------
The Imperial Home Decor Group, Inc., et al. seeks an order extending
exclusive periods to file a plan or plans of reorganization and solicit
acceptances thereof.

A hearing on the motion will be held at the US bankruptcy Court, District
of Delaware, on October 26, 2000 at 11:30 AM.

The debtors seek an extension of the period during which the debtors have
the exclusive right to file a plan or plans of reorganization by
approximately 90 days, through and including January 16, 2001 and extending
the period during which the debtors have the exclusive right to solicit
acceptances thereof through and including March 16, 2001, or approximately
60 days after the expiration of the Exclusive Filing Period, as extended.

The debtors claim that they have engaged in extensive negotiations with
their bank lenders, the official committee of unsecured creditors in these
cases and other key constituencies. While the debtors believed that their
negotiations with the Banks and the Creditors' Committee had been
successfully completed, and as a result, the debtors were prepared to file
a plan of reorganization. However, additional issues relating to the
debtors' proposed capital structure have arisen with certain members of the
debtors' constituencies and as a result, the debtors find it necessary to
reevaluate their plan of reorganization and explore other possibilities,
including alternative capital structures or even the disposition of the
debtors' businesses to a third party investor.

Therefore the debtors seek this extension due to the unexpected
developments in the debtors' reorganization efforts.


IPM PRODUCTS: Fort Worth Property Fetches $625,000 for Estate
-------------------------------------------------------------
IPM Products Company and IPM Service Corporation filed a motion with the US
Bankruptcy Court, for entry of an order authorizing IPMSC to sell certain
real property located at 1420 Forum Way South, Fort Worth, Texas to KP&P
Real Estate, Ltd. for $625,000. A hearing on the motion will be held before
the Honorable Roderick R. McKelvie, US District Court, Wilmington, DE.
Competing bids must be delivered to debtors' counsel, Lowenstein Sandler,
PC no later than October 19, 2000 at 4:00 PM. The first competing bids must
be in an amount not less than $650,000 and thereafter, bids must be made in
increments of not less than $5,000.

An auction will be held at The Bayard Firm, Wilmington, Delaware on October
23, 2000 at 1:00 PM. A hearing to consider the sale to the successful
bidder at the Auction will be held before the court on October 23, 2000 at
4:30 PM.


KITTY HAWK: Judge Houser to Consider Plan Confirmation on December 5
--------------------------------------------------------------------
On October 11, 2000, Kitty Hawk Inc., and its subsidiaries, filed the
Debtors' Joint Plan of Reorganization dated October 10, 2000, and its
final Disclosure Statement in support of the Debtors' Amended Joint Plan of
Reorganization dated October 10, 2000 in the United States Bankruptcy Court
for the Northern District of Texas, Fort Worth Division.

The hearing on the approval of the adequacy of the Disclosure Statement
was held on October 10, 2000. The Order approving the Final Disclosure
Statement was signed on that date and entered on October 13, 2000.

The hearing on the confirmation of the Plan will be held on December 5,
2000 at 10:00 a.m., Dallas, Texas time, before the Honorable Barbara J.
Houser at 1100 Commerce Street, 14th Floor, Dallas, Texas.


LIVING.COM: Former Employees Complain About Posting of Salary Data
------------------------------------------------------------------
The court-appointed trustee handling Living.com's bankruptcy reversed
herself, removing court documents that were posted on the company's Web
site that revealed employees' salaries and stock options and listed
thousands of customers' names and home addresses, according to a newswire
report. The information was removed after several former employees of the
home furnishings site complained. Privacy advocates said it appeared to be
the first bankruptcy filing posted on a retail web site and a cautionary
tale about the posting of private information that is contained in a public
document.

The documents identified all the people--including employees, customers and
business associates--owed money by Amazon.com-backed Living.com, which
filed for chapter 11 in August. Including the information posted were the
salaries, signing bonuses and stock options for employees and the amount
customers had put down as deposits. Home addresses for all the creditors
were listed. Privacy issues have emerged as a critical issue for Internet
retailers. The FTC, more than 40 states, and numerous others have called
for new safeguards to protect consumer privacy. A Massachusetts bankruptcy
judge is deciding the fate of failed Toysmart.com's customer lists. (ABI
23-Oct-00)


MAXICARE HEALTH: Announces $8.1 Million Private Placement
---------------------------------------------------------
As previously reported in the Sept. 13 edition of the Troubled Company
Reporter, Maxicare Health Plans Inc. (Nasdaq:MAXI) terminated its letter of
intent between MDB Capital Group LLC to act as a standby underwriter.  Now,
Maxicare announces that it has entered into agreements for the sale in a
private placement of 8.1 million shares of its common stock at $1.00 per
share with certain qualified institutional buyers and highly accredited
institutional investors.

The consummation of this private placement is expected to occur upon the
effectiveness of the company's Form S-3 Registration Statement covering the
reoffer and resale of these shares, which is anticipated to be filed with
the Securities and Exchange Commission shortly. Imperial Capital LLC acted
as placement agent for this private placement.

Paul Dupee, the company's chief executive officer, stated: "With the
proceeds from this private placement and the company's recently completed
Rights Offering, the company will have raised approximately $30 million.
These proceeds will be used to strengthen the capitalization of our
operating subsidiaries, fund our infrastructure enhancements, increase our
working capital and give us greater liquidity at the parent company level."

Maxicare Health Plans Inc. is a managed health care company with operations
in California and Indiana. Its health care plans currently have
approximately 428,000 members. The company also offers various employee
benefit packages through its subsidiaries Maxicare Life and Health
Insurance Co. and HealthAmerica Corp.


MMH HOLDINGS: Retains Cushman & Wakefield and DoveBid as Appraisers
-------------------------------------------------------------------
MMH Holdings, Inc. et al., debtors, apply to retain Cushman & Wakefield of
New Jersey, Inc. and DoveBid Valuation Services, Inc. as appraisers to the
debtors.

In its capacity as appraiser, C&W will evaluate five separate pieces of
real property owned by the debtors. DoveBid will evaluate the machinery and
equipment owned by the debtors to estimate its forced liquidation value and
its orderly liquidation value. C&W is to be paid $17,000 and DoveBid is to
be paid $45,000.

Teresa K.D. Currier and Mary F. Caloway of Klett Rooney Lieber & Schorling
and Alan B. Hyman, Jeffrey W. Levitan and Glenn S. Walter of Proskauer Rose
LLP represent the debtors.


MOLL INDUSTRIES: Selling Non-Core Cosmetics Packaging Division
--------------------------------------------------------------
Moll Industries, Inc., together with Techpack affiliates, has signed a
purchase and sale agreement relating to the sale of its Cosmetics Packaging
Division. Techpack is a subsidiary of European-based Pechiney, S.A. The
closing of the transaction is scheduled for the end of October, and will
include specified assets of Moll relating to its Cosmetics Packaging
Division, including Cepillos de Matamoros, Moll's wholly-owned Mexican
subsidiary. The purchase and sale is subject to customary adjustments and
closing conditions, including obtaining antitrust clearance.

"Although the Cosmetics Packaging Division has been a growing facet of
our company, its sale allows us to concentrate on our core industries,
specifically medical, telecom and industrial custom molding - all of which
are experiencing growth," said George Votis, Moll's chief executive
officer.

Sales for the Cosmetics Packaging Division in 1999 were $47 million,
nearly 12 percent of Moll's $398 million global revenue.

Pechiney is a global producer of packaging products, including personal
care packaging. Techpack is one of the world's foremost manufacturers of
value-added plastic packaging for perfumes and cosmetics, such as
lipsticks, cases for mascara and other products, closures, bottles,
promotional products, and dispenser jars.

Moll Industries, Inc. is a leading, full-service manufacturer and
designer of custom molded and assembled plastic components for a broad
array of customers and end markets throughout North America and Europe.
Products using Moll's plastics components are sold in a wide range of end
markets, including end markets for consumer products,
telecommunications/business equipment, household appliances, automobiles
and medical devices.


MUZAK LLC: Moody's Takes Note of Improved Liquidity But Maintains Ratings
-------------------------------------------------------------------------
Moody's Investors Service confirmed the existing ratings of Muzak LLC and
those of its parent holding company, Muzak Holdings LLC.  The confirmation
includes the B1 rating assigned to Muzak's $200 million secured facility
consisting of a $35 million revolver, $30 million term A loans, and $135
million term B loans; the B2 senior unsecured issuer rating; the B3 rating
assigned to the $115 million 9 7/8% senior subordinated notes, due 2009;
and the Caa1 rating assigned to the $75 million 13% senior discount notes,
due 2010, issued by Holdings. The senior implied rating is B1 and the
outlook is stable. This concludes the ratings review initiated on July 19,
2000.

The confirmation of existing ratings is the result of the company's
improved liquidity through substantial cash and common stock infusions from
the sponsors (totaling approximately $36 million year to date) and the
issuance of $85 million of privately held preferred stock at Holdings. The
net proceeds are intended to reduce financial leverage, notably to restore
availability under the $35 million revolver, to repay approximately $37
million of institutionally held floating rate notes, and to provide general
working capital and acquisition funding. These transactions have helped to
restore liquidity and to moderate deterioration in the company's financial
risk profile. However in Moody's opinion, Muzak's aggressive growth
strategy will likely continue to be debt funded throughout the intermediate
term.

The ratings reflect Muzak's high rate of cash consumption as it pursues an
aggressive growth strategy. The ratings are prospective in nature
reflecting Moody's belief that the pace of growth will likely abate
slightly during the next two years which should allow for improved results
as acquisitions integrate and become increasingly accretive. In our
opinion, Muzak's business fundamentals afford ample flexibility to slow
growth and consequently to generate and to retain cash. This thesis is the
primary rationale behind the ratings adding support to the otherwise weak,
albeit improving, financial credit statistics.

The ratings incorporate Muzak's solid equity sponsorship, its leading and
unique market position, its significant long term contracts, and the
relatively stable retention rate of its sales force (approximately 6 years
average tenor). The company benefits from the demand-based capital
expenditures which afford some financial flexibility. Capital expenditures
are heavy at the onset of new customer installations, however funding
required to support those revenue streams over time tapers dramatically as
the revenue flow increases. If Muzak were to stop growing, capital
expenditures would moderate substantially. This scenario only works in an
environment where customer relationships are longstanding. To date, Muzak's
customer retention rate has been strong.

The confirmation of the B1 rating assigned to the credit facility continues
to reflect the absence of full tangible asset coverage and its priority
position in the capital structure. Moody's anticipates that as of September
30, 2000, Muzak will likely be in compliance with all covenants, albeit
with minimal cushion. Subsequent to the transactions, liquidity will
benefit from full availability under the revolver.

The confirmation of the B3 rating assigned to the senior subordinate notes
reflects the contractual subordination. Additionally, there are
approximately $34 million of junior subordinated notes held by a sponsor,
ABRY Partners, LLC, which are parri pasu to the subordinated debt at the
operating company, Muzak. Moody's does not rate the privately held notes.
The Caa1 rating assigned to the senior discount notes continues to reflect
their contractual and structural subordination.

At LTM June 30, 2000, the company has posted negative to breakeven EBIT
sequentially since inception. EBITA return on total assets is depressed at
approximately 5%. Pro-forma LTM June 30, 2000 EBITDA was approximately $60
million. Total pro-forma debt, adjusted to include operating leases, to
EBITDA was approximately 6.8x. EBITDA coverage of interest expense was
1.7x. Going forward, Moody's anticipates continued top line growth
primarily from increased market penetration gained organically and
acquisitively. We expect deficit retained cash (defined as EBITDA less
interest expense, taxes, and capital expenditures) to continue as the
company will likely outspend depreciation to fuel growth.

Headquartered in Charlotte, North Carolina, Muzak LLC provides pre-recorded
music and on-hold messaging for businesses including retailers,
restaurants, financial institutions, hotels, etc. It serves approximately
300,000 subscribers throughout the United States and 15 foreign countries.


NEW AMERICAN HEALTHCARE: Court Fixes November 10 Claims Bar Date
----------------------------------------------------------------
New American Healthcare Corporation and its subsidiaries give notice of the
claims deadline order. All creditors whose claims are scheduled as
disputed, contingent, or unliquidated, whose claims are not scheduled, or
who disagree with the scheduled claim must file a proof of claim on or
before November 10, 2000 with the clerk of the Bankruptcy Court at the
address provided in the claims deadline order.


NIAGARA MOHAWK: Declares Dividends on Preferred Stock Issues
------------------------------------------------------------
At a regular meeting, the Board of Directors of Niagara Mohawk Power Corp.,
a subsidiary of Niagara Mohawk Holdings, Inc., (NYSE: NMK) declared
dividends at prescribed rates for all series of its preferred stock.
The fourth-quarter dividend rate per annum for the adjustable rate
preferred stock Series A is 6.50 percent; Series B is 7.50 percent; and
Series C is 7.00 percent. These rates equate to payments of $0.40625;
$0.46875; and $0.4375 per share, respectively. Preferred dividends are
payable Dec. 31 to holders of record Dec. 4, 2000.

As previously reported in the Sept. 14 edition of the Troubled Company
Reporter, Niagara Mohawk and National Grid signed a merger agreement, in
which National will acquire all shares of Niagara. Niagara s a focused
transmission and distribution business with limited non-core businesses. It
is the second largest combined electricity and gas utility in New York
State serving over 1.5 million electricity and over 540,000 gas customers.
For the year ended 31 December 1999, Niagara Mohawk reported earnings
before interest, tax and depreciation of $1.3 billion on revenues of $4.1
billion and had net assets of $3.0 billion as at that date.


OWENS CORNING: Court Approves Payment of $95 Million to Critical Vendors
------------------------------------------------------------------------
Owens Corning asks the Bankruptcy Court for permission to pay prepetition
claims held by "certain critical suppliers of raw and processed materials,
goods and services with whom the Debtors continue to do business and whose
materials, goods and services are essential to the Debtors' operations."
The Company refers to these critical suppliers as its Critical Vendors. In
exchange for accepting payment from the Debtors, a Critical Vendor must
agree to continue extending the same credit terms as it extended prior to
the Petition Date.

Owens Corning tells the Court that it anticipates paying:

    $48,000,000 to Critical Materials Vendors who are the Debtors' sole
                source for specific goods or services;

     $5,000,000 to American Express Travel Related Services Co., Inc., to
                maintain all of Owens Corning's corporate credit card
                programs and corporate purchasing card program;

    $19,000,000 to 30 Critical Project Vendors necessary to continue some

   $300,000,000 of on-going capital improvement projects; and

    $23,000,000 to Critical Foreign Affiliated Vendors.
    -----------
    $95,000,000

The Debtors argue that their businesses cannot survive without a continuous
supply of inventory, materials and services from their Critical Vendors.
Moreover, the Debtors will sustain huge losses if the supply of certain
materials is interrupted.

Considering the Debtors' arguments, Judge Walrath approved the Debtors'
implementation of a Critical Vendor Payment Program. Judge Walrath makes
it clear that:

    (A) payments will be made solely in the Debtors' discretion,

    (B) a Critical Vendor must continue to extend normal trade credit,

    (C) the Debtors will retain their rights to contest any claim later in
        the Chapter 11 process; and

    (D) nothing in the Critical Vendor Payment Program constitutes
        assumption or rejection of any executory contract.

(Owens-Corning Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


PACIFIC CENTURY: Moody's Lowers Debt Ratings & Now On Review for Downgrade
--------------------------------------------------------------------------
Moody's Investors Service lowered Pacific Century's debt ratings (Senior to
Baa2; Preferred to "baa3"). In addition, Moody's placed the ratings on
review for possible downgrade.

The downgrade follows the announcement by Pacific Century that they are
under a Memorandum of Understanding requiring regulatory approval to pay
dividends. The downgrade was also in response to the company's sizable
holding of syndicated loan credits, which in recent quarters have
experienced negative asset quality trends. These factors impinge upon the
bank's credit profile despite its high capital ratios and prudent liquidity
at the holding company.

The downgrading of the preferred stock reflects the above factors in
addition to the regulators more recent stringent stand on the conditions
under which preferred dividends are to be paid.

The rating review will focus on the bank's strategic initiatives to reduce
international and syndicated loan exposures as well as the future asset
quality trends of its commercial loan portfolio. The review will also focus
on the company's capital management plans going forward.

The following ratings were lowered.

    a) Pacific Century Financial Corp. -- senior long-term debt to Baa2 from
                                           A3;
                                       -- junior subordinated long-term debt
                                           to Ba1 from Baa1.

    b) Bank of Hawaii -- rating on the bank for long-term bank deposits to
                          Baa1 from A2;
                      -- rating on the bank for other long-term senior
                          obligations to Baa1 from A2;
                      -- senior long-term debt to Baa1 from A2;
                      -- subordinated long-term debt to Baa2 from A3;
                      -- short-term ratings to Prime-2 from Prime-1; and
                      -- bank financial strength rating to D+ from C.

    c) Bancorp Hawaii Capital Trust I -- preferred stock to "baa3" from
                                          "a3."

Pacific Century Financial is headquartered in Hawaii. As of September 30,
2000, its assets totaled approximately $13.9 billion.


PAGING NETWORK: Stakeholders Vote to Accept Plan Based on Arch Merger
---------------------------------------------------------------------
Paging Network, Inc. (OTC:PAGEQ) announced that its banks, bondholders and
shareholders have all voted overwhelmingly to accept PageNet's Plan of
Reorganization under Chapter 11 of the U.S. Bankruptcy Code. The plan
includes PageNet's proposed merger with Arch Wireless, Inc.

Of those voting, 100% of PageNet's banks, holders of 99.9% of PageNet's
bonds, and holders of 96.4% of PageNet's common stock voted to accept the
plan. PageNet's other creditors are unimpaired by the plan and therefore
will be paid in full in accordance with their agreements with the company.

PageNet's stakeholder vote was one of the remaining hurdles to the
completion of PageNet's merger with Arch. A hearing on the confirmation of
the PageNet plan is scheduled for October 26, 2000. If the plan is
confirmed on that date, Arch and PageNet expect to consummate the merger
shortly thereafter.

Arch and PageNet announced their merger agreement last November. The merger
will include an exchange of Arch common stock for PageNet's senior
subordinated notes as well as a spin-off to PageNet's shareholders and
bondholders of 80.5% of the stock of PageNet's wireless solutions
subsidiary, Vast Solutions.

PageNet is a leading provider of wireless messaging and information
services in all 50 states, the District of Columbia, the U.S. Virgin
Islands, Puerto Rico and Canada. The company offers a full range of
messaging services, including two-way wireless e-mail. PageNet's wholly-
owned subsidiary, Vast Solutions, develops integrated wireless solutions to
increase productivity and improve performance for major corporations.
Additional information about PageNet and Vast is available on the Internet
at www.pagenet.com and www.vast.com.

Arch Wireless, Inc., Westborough, MA, is a leading U.S. Internet messaging
and wireless information company providing local, regional and nationwide
wireless communications services to customers in all 50 states, the
District of Columbia and in the Caribbean. Arch operates through sales
offices and company-owned stores across the country. Additional information
about Arch is available on the Internet at www.arch.com.

Arch Wireless, Inc. has filed with the U.S. Securities and Exchange
Commission a registration statement on Form S-4 in connection with the debt
exchange being undertaken in connection with the merger (File No. 333-
93321). Investors and security holders are urged to read the registration
statement carefully. The registration statement contains important
information about Arch Wireless, Inc., Paging Network, Inc., the merger and
related matters. Investors and security holders are able to obtain free
copies of these documents through the Web site maintained by the Securities
and Exchange Commission at http//www.sec.gov.


PRECISION AUTO: Announces Sale of Three Car Washes, Raising $1,425,000
----------------------------------------------------------------------
Precision Auto Care, Inc. (Nasdaq: PACI) announced that it sold three car
washes in the Indianapolis, Indiana for $1.425 million. The proceeds of the
sale will be used for working capital. The Company also announced that
negotiations were underway with potential purchasers for the sale of one
other car wash in Indianapolis and a Precision Tune Auto Care center in
Stratford, Connecticut. Precision Auto Care, Inc. is the world's largest
franchiser of auto care centers, with over 560 operating centers as of
October 20, 2000. The Company franchises and operates Precision Tune Auto
Care, Precision Auto Wash, and Precision Lube Express centers around the
world, and offers a vertically integrated organization with manufacturing
and distribution subsidiaries.


RELIANCE GROUP: Subsidiary Increases Loss Reserves To $332 Million
------------------------------------------------------------------
Reliance Insurance, Reuters reports, will increase its loss reserves by
$332 million in its third quarter due to an actuarial review. The review of
Reliance Group Holdings' subsidiary, revealed deepening reinsurance and car
insurance lines of business. The increase would now be a total of $3.5
billion in reserves, and will unlikely be good for Reliance's financial
status. By next month, Reliance will have $ 237.5 million and $ 291.7
million in bank and bond debt, respectively. Reliance, which is currently
in talks with its insurance regulators, may announce bankruptcy in the few
months.


RESOLUTION PERFORMANCE: Moody's Rates Senior Secured Credit Facilities Ba3
--------------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Resolution Performance
Products, LLC's (Resolution) proposed $600 million senior secured credit
facilities, maturing 2006-2008, and a B2 to its $200 million senior
subordinated notes, due 2010. The senior implied rating is Ba3, and the
senior unsecured issuer rating is B1. The rating outlook is stable. The
ratings are subject to final documentation. This is the first time that
Moody's has rated the debt of this company, which has been formed in
connection with the acquisition of the epoxy resins business from Royal
Dutch/Shell Group of Companies (Shell).

The ratings reflect high leverage, the cyclical nature of the company's
commodity products and its raw material feedstocks (including primarily
phenol, propylene, chlorine and acetone), the cyclicality of the company's
principal end-use markets (including the construction and automotive
industries), the estimated three to twelve month lag in passing through
rising petroleum-based feedstock costs that began in the second half of
1999 and which has significantly compressed the margins in 2000 (while
recognizing that price increases are currently taking place), and
substantial negative book equity resulting from recapitalization
accounting. The ratings also reflect the risk of foreign exchange rate
fluctuations (foreign currency comprised about 42% of 1999 revenues and 50%
of expenses), and customer concentration with the top ten customers
accounting for about 40% of 1999 revenues and one customer accounting for
10%.

The ratings also recognize the company's leading global market positions in
the growing epoxy resins and versatic acids businesses, long-standing
customer relationships, and a good pro forma operating margin despite
rising raw material costs (pro forma LTM 6/30/00 adjusted operating margin
of about 15%). The ratings also reflect a low cost industry position,
backward integration to the principal epoxy resin intermediates (BPA and
ECH), significant barriers to entry from global world-scale manufacturing
capability in the epoxy resin industry with two principal competitors in
epoxy resins, a satisfactory purchase price, the company's long-term
agreements with Shell and other third parties to purchase basic commodity
chemicals, other raw materials, and services at what the company believes
are attractive economics, and its plans to grow the higher margin products
that currently contribute about 23% of revenues. The ratings also take into
account experienced management, and committed equity sponsorship.

The Ba3 rating of the senior secured credit facility reflects the strengths
and limitations of the collateral package. While the U.S. dollar loans will
have a perfected security interest in substantially all U.S. assets, a
material portion of accounts receivable and inventory are domiciled in
foreign jurisdictions and about 40% of total fixed assets are located
outside the U.S. Furthermore, the euro borrowing will be secured by the
same U.S. assets that secure the U.S. loans, as well as certain foreign
assets. In a distress situation Moody's believes that the collateral may
not cover the loan outstandings. The B2 rating of the subordinated notes
reflects their contractual subordination to a substantial amount of secured
debt and their structural subordination to the indebtedness and liabilities
of the subsidiaries.

Proceeds of the credit facility and notes will be used to finance the
purchase from Shell of its epoxy resin business. It was determined by Shell
that this is a non-core business and that it will be sold as part of
Shell's strategy to focus its chemical business on products more directly
related to oil and gas production. The purchase price is about $846 million
(approximately 4.9 times LTM pro forma adjusted EBITDA of $176 million,
including $20 million of retained cash), plus a $127 million contingent
subordinated earnout note. Resolution Performance Products, Inc. (RPP, the
parent holding company) will be owned approximately 82% by an affiliate of
Apollo Management L.P. (Apollo, a private equity investment firm), 11% by
management, and 7% by Shell. The acquisition will be funded with $400
million of term loans, an approximate $86 million draw at closing under the
revolving credit facility, $200 million of senior subordinated notes; a
$185 million investment by Apollo and management, consisting of $129.5
million of junior subordinated notes, due 2012, to be issued by RPP, and
$55.5 million of common stock of RPP; and a $15 million retained investment
by Shell, consisting of $10.5 million of junior subordinated notes to be
issued by RPP, due 2012, and $4.5 million of common stock of RPP.

The contingent subordinated note (the earnout note) in the maximum amount
of $127 million plus interest to be issued by RPP to Shell, due 2007, will
be earned to the extent that the average contribution margin for 2001 and
2002 exceeds the contribution margin for the twelve months ended June 30,
2000 by $35 million to $50 million. The contingent subordinated notes are
subordinate to the senior indebtedness (including the credit facility and
senior subordinated notes). Interest on the determined principal amount
shall accrue beginning December 31, 2002 and be payable beginning June 30,
2003. At the option of the issuer the earned contingent subordinated note
may be prepaid.

The $140 million junior subordinated notes, issued by RPP to Apollo and
management ($129.5 million), and to Shell ($10.5 million), due 2012, will
be contractually subordinated to the contingent subordinated earnout notes,
and structurally subordinated to the senior debt at Resolution, the
operating company. Moody's has concerns about certain debt characteristics
of the junior subordinated notes. These concerns are mitigated by:

    i)  the $129.5 million portion of the notes having PIK interest and the
         inability to register for five years; and

    ii) the entire $140 million of the notes having an interest rate below
         market (at 10.9%), no default provision, and restricted payments
         being limited by provisions of the indenture and the credit
         facility agreement.

Resolution is a leading global producer of epoxy resins with an estimated
29% global share (U.S.- 40% share, Europe-26%, and Asia Pacific- 17%), and
a leading producer of versatic acids with an estimated 75% global share.
Epoxy resins are used in coatings, electrical and electronic composites and
adhesives. A significant portion of Resolution's customers are in the
automotive and construction industries. The company is backward integrated
in the U.S. and Europe to the two principal chemical intermediates of epoxy
resins (bisphenol-A [BPA], and epichlorohydrin [ECH]), and it operates two
of the three largest resin manufacturing plants in the world in Pernis, The
Netherlands, and Deer Park, Texas. In addition, excess production of BPA
and ECH is sold to third parties. Epoxy resins, BPA, and versatics
accounted for about 69%, 20%, and 11% of pro forma LTM 6/30/00 revenue
respectively and 61%, 26%, and 13% of its EBITDA. The company will depend
on access through Shell facilities to its facilities, and has the usual
risks associated with developing a stand-alone infrastructure and systems.
Moody's anticipates that the company will make modest tuck-in acquisitions.
Resolution, Dow Chemical (senior unsecured rating- A1, Negative), and
Vantico Group S.A. (formerly a division of CIBA Specialty Chemicals)
(senior implied rating- B1, Stable), together are believed to account for
about 59% of global liquid epoxy resins; Dow Chemical and Resolution have
lower cost positions in epoxy resins than Vantico, which is not backward
integrated. However, Vantico is forward integrated into higher value added
end products.

The $600 million senior secured credit facility consists of: a $150 million
term loan A (including a US $50 million loan and a $100 million euro
equivalent loan), maturing 2006; a $250 million term loan B, maturing 2008;
and a $200 million revolving credit (of which the equivalent of $75 million
may be in euros), maturing 2006. The co-borrowers under the U.S. dollar
credit facilities will be Resolution and RPP Capital Corporation, a wholly-
owned U.S. subsidiary of Resolution. The borrower under the euro
denominated facilities will be Resolution Performance Products Nederland
B.V., an indirect wholly-owned Dutch subsidiary of Resolution. The
guarantors of the U.S. dollar credit facilities will be RPP and each direct
and indirect domestic subsidiary of RPP, and the guarantors of the euro
credit facilities will be RPP, and each direct and indirect U.S. and
material foreign subsidiary of RPP. The U.S. loans will be secured by a
perfected security interest in substantially all assets of the U.S.
borrowers and guarantors, including stock and intercompany loans, and no
more than two-thirds of the stock of foreign subsidiaries. The euro loans
will be secured by all of the U.S. security, and a perfected security
interest in the material assets of material foreign subsidiaries and a
perfected security interest in all stock of the Dutch borrower and all
material foreign subsidiaries. The credit facility agreement will provide
for customary financial and other covenants.

The $200 million senior subordinated notes will be co-issued by Resolution
and RPP Capital Corporation. The indenture governing the notes limits
indebtedness to a consolidated fixed charge coverage ratio of 2.0 to 1.0
times through 6/30/02, and 2.25 to 1.0 times thereafter, permits additional
indebtedness of $50 million for general purposes plus additional amounts
for certain other purposes, restricts liens, distributions, sale of assets,
merger or consolidation, and provides for redemption in the event of change
of control.

Excluding the $127 million contingent subordinated notes from debt, and the
$140 million junior subordinated notes from debt and interest (because of
their equity-like characteristics discussed above), pro forma LTM 6/30/00
Debt/Sales is 74% and Debt/Adjusted EBITDA is 3.9x. Pro forma Adjusted
EBIT/ Interest is 1.9x, and Adjusted EBITDA-Normalized Capex of $43
million/Interest is 1.9x (with capex normalized to include estimated IT
expenses). Pro forma LTM 6/30/00 EBIT is adjusted by about $24 million
primarily for reduced costs of production and operating expenses from the
negotiated feedstock and service purchase agreements with Shell. The
adjustments improve the pro forma LTM 6/30/00 operating income margin to
14%, compared with 11% actual operating income margin for the six months
ended 6/30/00 and 13% for FYE 12/31/99.

The notes will be offered and sold in a privately negotiated transaction
without registration under the Securities Act of 1933, under circumstances
reasonably designed to preclude a distribution in violation of the Act. The
issuance has been designed to permit resale under Rule 144.
Resolution Performance Products, LLC, headquartered in Houston, Texas, is a
leading global producer of epoxy resins, and versatic acids and
derivatives, and also is a leading merchant supplier of bisphenol-A (BPA).


RIDGEVIEW, INC.: GE Capital Wants Decision about Knitting Machine Leases
------------------------------------------------------------------------
General Electric Capital Business Asset Funding Corporation f/k/a MetLife
Capital, seeks an order compelling the debtor, Ridgeview, Inc. to assume or
reject certain leases relating to Knitting Machines. As of the Petition
Date, the debtor owed $1.665 million under the knitting machine leases,
while the value of the equipment leased is worth only approximately $1.05
million. The debtor has not made any lease payments since the Petition Date
and has not provided any assurance that it will begin making such payments.
The nature of the collateral subject to the leases depreciates on a daily
basis according to GE Capital. And GE Capital states that each day that the
debtor decides whether or not to assume or reject the leases GE Capital's
position worsens, and the chances of GE Capital recovering its losses are
reduced in the event that the debtor chooses to reject the leases.
Therefore, GE Capital asks that the court compel the debtor to assume or
reject the leases within a relatively short period of time.


RIGCO NORTH: Order Authorizes Final Distribution and Dismissal of Cases
-----------------------------------------------------------------------
By order entered October 6, 200, by Honorable Richard S. Schmidt, US
Bankruptcy Judge, Southern District of Texas, Corpus Christi Division,
RIGCO North America LLC and its debtor affiliates are authorized to
distribute assets and upon such distribution the cases shall be dismissed.


SAFETY-KLEEN: Bankruptcy Court Ratifies Consent Agreement with EPA
------------------------------------------------------------------
Safety-Kleen Corp. (SKLNQ) has received court ratification of a consent
agreement with the U.S. Environmental Protection Agency that will govern
the company's compliance with certain environmental laws during its Chapter
11 bankruptcy reorganization. The consent agreement requires hazardous
waste disposal company to obtain adequate financial assurance at certain
toxic waste sites, a key requirement of the Toxic Substances Control Act,
or TSCA. Among other things, the TSCA, requires companies to secure
compliant financial assurance through corporate guarantees, letters of
credit, insurance products or surety bonds from an approved surety. Safety-
Kleen has agreed to obtain a surety bond from an approved surety as soon as
possible, but no later than Dec. 15. The EPA has the option of extending
this deadline to Feb. 28 and Safety-Kleen can ask for further extensions.
If Safety-Kleen can't secure compliant financial assurance for the
facilities covered by the consent agreement, the deal requires that the
company stop accepting hazardous waste at roughly 25 hazardous waste
disposal sites.

The consent agreement also includes a compliance schedule for Safety-Kleen
that requires it to submit audited financial statements for fiscal 1997,
1998 and 1999 on or before Nov. 30 and audited financial statements for
2000 on or before Jan. 5, 2001. Last March, Safety-Kleen began an internal
investigation of its accounting practices, which it said might result in
the correction of its financial statements for the years ended Aug. 31,
1999, 1998, and 1997. (ABI 23-Oct-00)


SERVICE MERCHANDISE: Sells New York Property to Staples for $23.2 Million
-------------------------------------------------------------------------
At the Debtors' behest, Judge Paine authorized the Debtors, pursuant to
Section 363 of the Bankruptcy Code, to (1) sell property (Parcel #967),
which includes a distribution center of approximately 765,980 gross square
feet situated on approximately 80 acres on Route 208 in Montgomery, New
York, to the successful purchaser, free and clear of all liens, claims,
encumbrances and interests, and (2) pay Keen Venture a broker's commission
in accordance with the court-approved Real Estate Retention Agreement
between the parties, dated April 13, 1999.

According to the approved asset purchase agreement between the parties,
Staples, Inc. will purchase the property for $23,200,000. Staples, Inc.,
has emerged as the successful purchaser pursuant to court-approved Bidding
Procedures and an auction conducted on September 18, 2000, beating proposed
purchaser Baker Properties Limited Partnership which offered $21,000,000
with provision for a termination fee of $100,000 as stated in the Debtors'
motion for the sale.

This is not the first time the Debtors propose to sell the property.
Several months ago, the Debtors executed an asset purchase agreement with
LHJFPS Montgomery L.L.C. under which LHJFPS agreed to purchase the property
for $26,000,000 with provision for a termination fee of $50,000. For a
number of reasons, the Debtors and LHJFPS Montgomery did not close on the
asset purchase agreement and the Debtors withdrew the motion.

The sale of the property is part of the Debtors' development of the 2000
Business Plan. As the Debtors focus on jewelry and profitable hardlines
products and exit certain unprofitable hardlines categories, the Debtors
need less store selling space. The Debtors also seek to realize value from
real estate assets to further reduce operating costs. As a result, the
Debtors have determined that the elimination of certain product lines and
the consequential reduction in store selling space eliminated the need for
the full scale warehouse distribution center in Montgomery, New York.
(Service Merchandise Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


SUNSHINE MINING: Asks for Open-Ended Extension of Lease Decision Period
-----------------------------------------------------------------------
Sunshine Mining and Refining Company, et al., seeks court authority to
extend the time period within which the debtors may assume or reject
unexpired leases of nonresidential real property. A hearing will be held on
October 24, 2000 at 9:00 AM at the US Bankruptcy Court, District of
Delaware.

The debtors seek an order pursuant to section 365(d)(4) of the Bankruptcy
Code extending, to the earlier of 90 days or the effective date of the
debtors' plan, the period in which the debtors may assume or reject their
unexpired leases of nonresidential real property. The debtors have already
filed their plan with the court, and the debtors are current on their
rental obligations. The unexpired leases are essential to the operation and
ultimate reorganization of the debtors' business.


TEXAS-NEW MEXICO: Moody's Assigns Baa3 Rating to $175MM Senior Note Issue
-------------------------------------------------------------------------
Moody's Investors Service today assigned a prospective Baa3 senior
unsecured rating to the existing $175 million senior notes issued under the
Texas-New Mexico's (TNMP's) supplemental indenture in 1999. The notes are
currently secured by first mortgage bonds, security which will be released
as existing first mortgage bonds and secured debentures are redeemed.

The first mortgage bonds and secured debentures will be refinanced upon
closing of a new $325 million revolving credit later this month. Proceeds
from the new bank facility will take out the remaining first mortgage bonds
and secured debentures; will replace drawings under a $203 million backstop
facility implemented in connection with the leveraged buy-out (LBO) by SW
Acquisition early this year; and will replace $80 million in commitments
under an existing revolving credit.

The new rating for the senior notes assumes that the company closes the new
bank facility by the end of October and that proceeds recapitalize the
company as described. Within thirty days of the recapitalization, the
senior notes will become unsecured and will rank parri passu with the new
bank facility. As no debt will be senior to the senior notes, Moody's
assigns the senior most Baa3 senior unsecured rating to them.

TNMP is a subsidiary of TNP Enterprises which was taken private in an LBO
early this year. TNP Enterprises is headquartered in Fort Worth, Texas.


VENCOR, INC.: Stay Lifted for personal Injury Claimant with Conditions
----------------------------------------------------------------------
Vencor, Inc., obtained Judge Walrath's stamp of approval on a stipulation
agreeing to modification of the automatic stay in its on-going chapter 11
restructuring to permit Edna Mae Antic to continue prosecution of her pre-
petition claims in the action captioned Edna Mae Antic v. Veneor. Inc.
d/b/a Parkwood Hea]th Care Center, Case No. 06001-991 0-CP-302, pending
before the Boone Superior Court, State of Indiana, for the sole purpose of
determining issues of liability and damages, if any, of the Debtor to the
extent necessary to permit the Plaintiff to pursue any available insurance
proceeds.  Plaintiff shall not be entitled to any other or further
distribution from the Debtors' estates on account of any judgment that may
he entered against the Debtor in the action.

The Debtors have determined that there is an insurance policy issued in
favor of Vencor defendant.

Except as specifically provided in the stipulation, the Plaintiff shall not
engage in any efforts to collect any amount from the Debtors or any of
Debtors' current and former employees, officers and directors, or any
person or entity indemnified by Debtors.

Plaintiff waives any and all claims for punitive damages against the Debtor
Defendant and its present or former employees, officers and directors, any
person or entity indemnified by the Debtors, and the Debtors' insurers.

Plaintiff further specifically agrees that any settlement of the Underlying
Action will include a general release of all claims against the Debtors,
their current and former employees, their current and former officers and
directors, their insurers, and any person or entity indemnified by the
Debtors. The Debtors agree that any settlement of the Underlying Action
will, include a general release of the Plaintiff.

Plaintiff agrees not to name as a defendant and, if already so named, to
dismiss ftom the Underlying Action any of Debtors' current and former
employees, current and former officers and directors, and any person or
entity indemnified by the Debtors or listed as an additional insured under
any of the Debtors' liability policies. (Vencor Bankruptcy News, Issue No.
17; Bankruptcy Creditors' Service, Inc., 609/392-0900)


VISTA EYECARE: Moves Court to Establish December 15 Claims Bar Date
-------------------------------------------------------------------
Vista Eyecare, Inc. and its debtor associates seek entry of an order fixing
Bar Date for filing proofs of claim. The debtors propose that the court set
a proof of claim bar date of December 15, 2000. The debtors are represented
by the law firm Kilpatrick Stockton LLP, Atlanta, Georgia.


VLASIC FOODS: Shareholders to Convene for Annual Meeting on December 5
----------------------------------------------------------------------
Vlasic Foods International Inc. is inviting its shareholders to attend its
2000 annual meeting of shareowners to be held at the Hotel du Pont,
Wilmington, Delaware, on Tuesday, December 5, 2000, beginning at 10:00
a.m., Eastern Standard Time. The purpose of the meeting is to:

    1. Elect Directors.

    2. Ratify the appointment of accountants.

If you were a shareowner of record at the close of business on October 6,
2000, you may vote by proxy or in person at the annual meeting.


WESTERN DIGITAL: Completes Stock Swap for Convertible Subordinated Notes
------------------------------------------------------------------------
On September 6 and 26, 2000, and October 6 and 11, 2000 Western Digital
Corporation retired, in the aggregate, $286,901,000 principal amount of its
Zero Coupon Convertible Subordinated Debentures due 2018 in exchange for
shares of its common stock. As a result of these exchanges and previous
exchanges, the company has retired debentures in the aggregate principal
amount of $1,022,501,000 and issued in exchange 42,087,009 shares of common
stock. The total number of shares of common stock outstanding as of October
11, 2000, following these exchanges, was 168,579,52.


* Meetings, Conferences and Seminars
------------------------------------
November 2-6, 2000
      TURNAROUND MANAGEMENT ASSOCIATION
         Annual Conference
            Hyatt Regency, Baltimore, Maryland
               Contact: 312-822-9700 or info@turnaround.org

November 13-14, 2000
      FULCRUM INFORMATION SERVICES, INC.
         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 www.fulcruminfo.com

November 16-20, 2000
      COMMERCIAL LAW LEAGUE OF AMERICA
         80th Annual New York Conference
            Marriott World Trade Center, New York City
               Contact: CLLAmember@aol.com

November 27-28, 2000
      RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC.
         Third Annual Conference on Distressed Investing
            The Plaza Hotel, New York, New York
               Contact: 1-903-592-5169 or ram@ballistic.com

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

January 9-14, 2001
      LAW EDUCATION INSTITUTE, INC.
         National CLE Conference on Bankruptcy Law
            Marriott, Vail, Colorado
               Contact: 1-800-926-5895 or www.lawedinstitute.com

February 22-23, 2001
      ALI-ABA
         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 INSTITUTES ON BANKRUPTCY LAW
         Norton Bankruptcy Litigation Institute I
            Marriot Hotel, Park City, Utah
               Contact: 770-535-7722 or Nortoninst@aol.com

February 28-March 3, 2001
      TURNAROUND MANAGEMENT ASSOCIATION
         Spring Meeting
            Hotel del Coronado, San Diego, CA
               Contact: 312-822-9700 or info@turnaround.org

March 28-30, 2001
      RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC.
         Healthcare Restructurings 2001
            The Regal Knickerbocker Hotel, Chicago, Illinois
               Contact: 1-903-592-5169 or ram@ballistic.com

March 29-April 1, 2001
      NORTON INSTITUTES ON BANKRUPTCY LAW
         Norton Bankruptcy Litigation Institute II
            Flamingo Hilton; Las Vegas, Nevada
               Contact: 1-770-535-7722 or Nortoninst@aol.com

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

June 28-July 1, 2001
      NORTON INSTITUTES ON BANKRUPTCY LAW
         Western Mountains, Advanced Bankruptcy Law
            Jackson Lake Lodge, Jackson Hole, Wyoming
               Contact: 770-535-7722 or Nortoninst@aol.com

July 26-28, 2001
      ALI-ABA
         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
conferences@bankrupt.com 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 conferences@bankrupt.com.

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

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


                               *********

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

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

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

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