TCR_Public/001026.MBX              T R O U B L E D   C O M P A N Y   R E P O R T E R

                Thursday, October 26, 2000, Vol. 4, No. 210

ADVANTA CORP: Moody's Downgrades Senior Rating & Still Down on Bank Ratings
AMAZON.COM: Balance Sheet's Upside Down by a Half-Billion, But Who Cares?
AMERIDA INC: Moody's Assigns Ba3 Rating to $408MM TravelCenters Loan Pact
CANFIBRE OF RIVERSIDE: Case Summary and 21 Largest Unsecured Creditors
CITIZENS COMMUNICATIONS: Moody's Lowers Ratings & Reviewing For Downgrade

CROWN PAPER: CAC Terminates Offer to Purchase Debtors' Assets
DOW CORNING: No Progress on the Chapter 11 Front, but Earnings are Positive
FARMERS COOPERATIVE: Asset Sale Process Underway
GLOBAL TISSUE: Strikes Final Deal for Continued Use of Cash Collateral
GOLDEN OCEAN: Frontline's Plan Declared Effective October 10, 2000

GREYHOUND LINES: Closes on $125MM Financing Agreement with Foothill
HARNISCHFEGER INDUSTRIES: Stipulates to Stay Relief on Insured Joy Claim
INSIGHT MIDWEST: Moody's Assigns Ba1 Rating To $500MM 10-Year Senior Notes
LAROCHE INDUSTRIES: Asks for Extension of 365(d)(4) Deadline to February 28
MALLINCKRODT INC: Moody's Maintains Baa2 Long-Term Rating after Tyco Buyout

MOHEGAN TRIBAL: Moody's Confirms Ba1 & Ba2 Ratings With Negative Outlook
MOLL INDUSTRIES: Commences Tender Offer for 11-3/4% Senior Notes due 2004
NATIONAL BOSTON: Infotopia Agrees To Provide $500,000 DIP Financing
OWENS CORNING: Obtains Authority to Pay Pre-petition Contractor Liens
PILGRIM AMERICA: Fitch Downgrades CBO's CDOs & Places On Watch Negative

PURINA MILLS: Prepares Registration Statement for GSCP's New Shares
ROCK-TENN COMPANY: Moody's Lowers Long-Term Debt Ratings To Baa3
SAFETY COMPONENTS: Plan Swaps 97% Equity Stake for $97MM of Old Bonds
SAFETY KLEEN: Sells Martinez Property, Fetching $2,000,000 for Estate
STROUDS, INC.: Judge Walrath Approves $50MM DIP Facility with CIT Group

TESSERACT GROUP: Private & Charter School Operator Files for Chapter 11
TEXFI INDUSTRIES: Judge Gonzales to Consider $25MM DIP Pact with CIT Group
VENCOR, INC.: In Exchange for Certain Waivers, Agrees to Stay Modification
VIDEO UPDATE: Schedules Auction For Sale of 117-Store Leasehold Interests
WEB PRODUCT: Internet Start-Up Files Chapter 7 Case in Rochester, New York


ADVANTA CORP: Moody's Downgrades Senior Rating & Still Down on Bank Ratings
Moody's Investors Service downgraded the credit ratings of Advanta
Corporation (Advanta)(senior to B2) and Advanta National Bank (ANB)
(deposits to B1).  ANB's bank financial strength rating is confirmed at E+,
but all other ratings for Advanta and ANB remain on review for possible

Moody's views Advanta's announcement that it will sell its mortgage
operation, and apply at least part of the proceeds to reducing its debt, as
a positive step that should improve the company's liquidity position in the
short to intermediate term. Given the holding company's cash position and
the contemplated use of proceeds to retire outstanding medium-term notes,
Moody's believes that Advanta should have adequate liquidity to meet its
debt obligations over the near to intermediate term.

After the sale of the mortgage unit, the rating agency said, Advanta will
essentially be a monoline operation. The business card portfolio has grown
rapidly, but asset quality has deteriorated somewhat despite a robust
economy. In Moody's opinion, the creditworthiness of Advanta's client base
could decline in the event of a recession.

Furthermore, the rating agency added, there remain significant
uncertainties regarding the ultimate form of Advanta's capital structure,
the profitability of its business card unit on an operating basis, and the
trends in asset quality for that portfolio.

In addition, Moody's said, even if Advanta pays off all its medium-term
notes, the company will have a very large debt burden, including its
capital securities, relative to its cash generating capacity.

Accordingly, Moody's review will focus on the prospects for further debt
reduction as well as the outlook for the profitability and asset quality of
the business card operation.

The following ratings were downgraded:

    A) Advanta Corporation

       a) the rating for senior long-term debt to B2 from B1;

       b) the rating for junior subordinated long-term debt to Caa1 from B3;

       c) the preferred stock rating to "caa" from "b3".

    B) Advanta Capital Trust I

       a) the preferred stock rating to "caa" from "b3".

    C) Advanta National Bank

       a) the rating of the bank for long-term deposits to Ba3;

       b) the rating of the bank for other long-term senior obligations to

       c) the rating of the senior bank notes to B1;

       d) the ratings of the subordinated bank notes to B2;

       e) the issuer rating to B1.

The following ratings were confirmed:

    A) Advanta National Bank

       a) the Not Prime rating of the bank for short-term deposits and other
          short-term senior obligations and

       b) the bank's E+ financial strength rating.

Advanta Corporation, headquartered in Spring House, Pennsylvania, had
approximately $12 billion in managed assets as of September 30, 2000.

AMAZON.COM: Balance Sheet's Upside Down by a Half-Billion, But Who Cares?
-------------------------------------------------------------------------, Inc., announced third quarter results this week.  Sales
doubled; gross margin increased; operating losses decreased; and sales per
active customer increased.  The only disappointing part in the announcement
was a $240 million net loss for the three months ending September 30, 2000.  
That loss causes Amazon's liabilities to exceed assets by $487 million on
the Company's September 30, 2000, balance sheet.  On that news, Amazon's
shares advanced by 15% into the mid-30's.  

AMERIDA INC: Moody's Assigns Ba3 Rating to $408MM TravelCenters Loan Pact
Moody's Investors Service assigned a Ba3 rating to TravelCenters of
America, Inc.'s proposed $408 million secured bank loan facility,
consisting of a $100 million six-year revolving credit and a $308 million
eight-year term loan and a B3 rating to the $200 million 10-year senior
subordinated notes to be issued as part of a recapitalization. Assuming
that the recapitalization takes place and these new facilities are issued,
Moody's will downgrade the existing Senior Implied rating to B1 from Ba3
and the Issuer rating to B2 from B1.

The rating outlook post the recapitalization, however, will be positive
reflecting Moody's expectations that leverage and interest coverage should
show significant improvement over time as the Company's re-imaging program
is brought to completion, the level of capital spending reduced and
incremental return is realized on the program's investment.

TravelCenters of America, Inc. (TA) is being recapitalized in connection
with the acquisition of the Company by Oak Hill Capital Partners, L.P., a
private equity investment group founded by Robert M. Bass. Oak Hill will
invest $133.0 million to purchase 60.5% of TA's equity. Other institutional
investors, all current owners, will invest $72.0 million to purchase 32.7%.
Freightliner LLC (the nation's largest Class 8 heavy-duty truck
manufacturer) will exercise an option to invest $3.3 million to purchase an
additional 1.4%, increasing its stake in TA to 4.3%, while management will
initially hold a 2.5% interest. As part of the transaction, management will
be granted options which could increase their ownership to 14.2%.

Total consideration for the transaction, excluding fees and expenses, will
be $703 million, or 6.4x Adjusted LTM EBITDA ended June 30, 2000. $408.2
million of TA's existing debt will be refinanced as part of the
transaction. A cash tender offer for the 1997 issued $125 million 10.25%
senior subordinated notes, subject to the consummation of the acquisition
by Oak Hill, was already announced October 6, 2000. Upon completion of the
transaction, Moody's existing Ba2 rating on the $270 million senior secured
facility and the B2 rating on the $125 million senior subordinated notes
will be withdrawn.

The ratings reflects TA's high and increased leverage level and required
debt service, its dependence on national long-haul trucking fleets for the
majority of its diesel fuel sales and traffic generation, vulnerability to
slow downs in the economy, tight diesel fuel margins, and the on-going need
for capital expenditures to sustain the Company's position within the
highly competitive truck stop industry. Pro forma at year-end 2000, TA will
have total debt to EBITDA of 4.7 times, EBITDA to interest coverage of 2.0
times with EBITDA less total capital expenditures to interest of 0.9 times
(EBITDA less maintenance cap ex of 1.7x). At year-end, total debt is
projected at $510.8 million against a recap accounting adjusted book equity
of $28.2 million. Pro forma capitalization for the transaction will be 70%
debt and 30% equity-- $313 million senior debt (42.7% of capital, 2.9x LTM
Adjusted EBITDA-June 30, 2000), $200 million senior subordinated debt
(27.4% of capital, 1.8x LTM Adjusted EBITDA) and $220 million of
shareholder's equity. Moody's notes, however, that effectively $290.6
million will be used to purchase TravelCenter's existing common and
preferred equity position and $42.5 million to cover debt tender costs and
transaction expenses compared to $220.0 million of new common equity
injected as part of the transaction. Total debt will increase from $411.2
million, as of June 30, 2000, to $513.3 million post the recapitalization.

However, the ratings also recognize the Company's leading market position
and strong brand name ("TravelCenters of America" and "TA") in the
fragmented truck stop and travel center industry, its long-established
relationships with the major national trucking fleets, its national
geographic coverage, and its broad product and service offerings' appeal to
professional truck drivers and the resulting diversity of high-margin
revenue. The ratings also consider the high barriers to entry given the
extensive zoning and permitting requirements, the high capital investment
required per site (estimated in the $10 million plus range), the Company's
significant investment in re-imaging its product and refurbishing many of
their locations and the proven impressive returns on the investments, and
the limited availability of suitable, attractive new site locations along
or near interstate highways. TA has the largest nationwide truck stop
network in the United States with 159 full-service sites in 40 states. The
Company supplies diesel fuel to 49 of the top 50 largest long-haul trucking
fleets and while it is the principal supplier to the two largest fleets and
to four of the top five, no single customer represents over 6% of revenue.
Fleet sales currently account for 68% of diesel fuel volume. The strong
fleet relationship is cemented through competitive fuel pricing (typically
market cost plus fixed fee), the broad availability of maintenance and
repair shops-highlighted by the agreement with Freightliner permitting
limited warranty work to be performed at TA's shops, and through marketing
initiatives such as a "loyal fueler program" which rewards drivers with
free amenities and discounted meals. The ratings also consider the
consistent long-term growth of demand for diesel fuel (even during
recessions of the early 1980s and early 1990s) and that this, combined with
the full service travel center concept, provides the platform that attracts
the customer and thus the opportunity to develop the higher margin non-fuel
sales (59% versus 10+% for fuel).

Moody's also notes that the Company has re-imaged and upgraded many of
their sites resulting in increased throughput from truckers and from less
cost sensitive general motorists. The Company indicated that about $260
million has been invested in the network since 1996. Both fuel and non-fuel
revenues as well as EBITDA have increased at sites where re-image is
completed. Moody's also notes the TravelCenters' management team has
successfully integrated four different network operations since launching
the Combination Plan in early 1997 with BP's network of 48 sites with the
subsequent additions of the Unocal, Burns Bros. and Travel Ports of America
operations. This is illustrated by same store fuel sales volume and non-
fuel revenue compound growth rates of 11.9% and 17.6%, respectively, and
EBITDA of 13.2%. (For perspective, TA operated sites derive approximately
only 35% of total revenue from non-fuel products and services, yet 75% of
total gross profit.) On a pro forma basis, for the twelve months ended June
30, 2000, TA had revenues of $1.8 billion and adjusted EBITDA of $109.1

The Ba3 rating on the secured bank facility, and the one notch improvement
over the senior implied rating, considers the facility's secured position,
the strong collateral coverage of the loans, even if fully drawn, and the
significant amount of debt contractually subordinate to facility
borrowings. The facility is fully guaranteed by each of the Company's
domestic subsidiaries, other than TA Franchise Systems Inc., and is secured
by essentially all of the tangible and intangible assets of the Company and
its subsidiaries, including the capital stock. (TA Franchise represents
approximately 6.7% of consolidated operating income and 0.2% of
consolidated total assets.) The in-use value of TA's 150 company-owned
operating locations is approximately $1.05 billion per a recent independent
appraisal by Deloitte and Touche. This represents collateral asset coverage
of 3.4x of the senior secured facility and 2.0x total debt coverage,
without consideration of the approximately $135 million of receivables and
inventory as of June 30, 2000. Moody's believes that the appraisal
valuation reflects the Company's long-established and well-positioned site
location on the interstate highway system and the impact of the re-imaging
program, but also notes that the enterprise acquisition price is $703

Moody's also notes that near term interest coverage for the balance of year
2000 and for 2001, after consideration of planned capital expenditures, is
modest-- 0.84x for the July-December period of 2000 and 1.23x for 2001.
(Projected EBITDA of $117.5 million in 2001, compared with interest expense
of $55.4 million and capital expenditures of $49.5 million for the year.)
Post 2001, interest coverage is projected to significantly improve (1.78x
in 2002 and 1.97x in 2003) as discretionary capital expenditure for growth
is expected to decline from the $35 million per year range to about $25
million as the major re-imaging program is largely completed. This decline
will however be partially off-set by expected growth in maintenance capital
expenditures as the number of service centers is gradually increased (165
locations projected for 2005).

The B3 rating on the senior subordinated notes, due 2010, reflects the
noteholders' contractually junior claim in right of payment relative to the
secured credit facility. Similar to the secured credit facility, the notes
are fully guaranteed by each of the Company's domestic subsidiaries, other
than TA Franchise Systems Inc.

The senior subordinated notes will be sold in a privately negotiated
transaction with registration rights under the Securities Act of 1933 under
circumstances reasonably designed to preclude distribution in violation of
the Act. The issue has been designed to permit resale under Rule 144A.

TravelCenters of America, headquartered in Westlake, Ohio (a Cleveland
suburb) operates the nation's largest full-service travel center network
consisting of 159 sites located in 40 states-- 122 are owned and operated
by the Company, 28 are owned and franchised and 9 are owned and operated by
independent franchisees-- serving long-haul trucking fleets and their
drivers, independent truck drivers and general motorists. Pro forma LTM
revenue ended June 30, 2000 totaled $1.814 billion, split $1.258 billion
fuel related and $0.556 billion non-fuel.

CANFIBRE OF RIVERSIDE: Case Summary and 21 Largest Unsecured Creditors
Debtor: CanFibre of Riverside, Inc.
         1755 Brown Avenue
         Riverside, California 92509

Chapter 11 Petition Date: October 24, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-04019

Debtor's Counsel: Howard Seife, Esq.
                   Joseph H. Smolinsky, Esq.
                   N. Theodore Zink, Jr., Esq.
                   Chadbourne & Parke LLP
                   30 Rockefeller Plaza
                   New York, New York 10112
                   (212) 408-5100

                   James L. Patton, Jr., Esq.
                   Brendan Linehan Shannon, Esq.
                   Young, Conaway, Stargatt & Taylor
                   P.O. Box 391
                   11th Floor
                   Rodney Square North
                   Wilmington, Delaware 19899
                   (302) 571-6600

Total Assets: $ 100 Million Above
Total Debts : $ 100 Million Above

21 Largest Unsecured Creditors:

Bank of New York
Eladia Burgos
BNY Western Trust Company
  (Indenture Trustee)
700 South Flower Street
Suite 500
Los Angeles, California 90017
(213) 630-6231                        Bond Debt            $ 85,000,000

Enron Capital & Trade
  Resources, Inc.
Randy Petersen
c/o Enron Corp.
1400 Smith
Houston, Texas 77002                  Subordinated
(713) 853-4334                          Notes              $ 15,000,000

Stone & Webster Engineering
Joyce Bean
245 Summer Street
Boston, MA 02210-2266
(617) 589-7180                        Services              $ 4,336,976

Stone & Webster Operating
Joyce Bean
245 Summer Street
Boston, MA 02210-2266
(617) 589-7180                        Services              $ 2,084,538

Paul, Hastings, Janofsky &
  Walker LLP
Euclid A. Irving, Esq.
399 Park Avenue
New York, New York 10022
(212) 318-6000                        Trade                 $ 1,370,302

Southern Cal Edison
Clara Rios
P.O. Box 600
Rosemead, CA 91771-0001
(800) 990-7788                        Utility                 $ 983,560

Borden Chemical
Jayne E. Wieger
P.O. Box 951114
Dallas, Texas
(541) 744-3201                        Trade                   $ 818,432

ECT Merchants Investment
Randy Petersen
c/o Enron Corp.
1400 Smith
Houston, Texas
(713) 853-4334                        Notes                   $ 800,000

Kim Rowell
12021 Shoemaker
Santa Fe Springs, CA 90670
(562) 944-3408                        Trade                   $ 592,720

Enron Power Marketing
Bill Bradford
1400 Smith Street
Houston, TX 77002-7361
(713) 853-3831                        Trade                   $ 537,514

Enron North America
Bill Bradford
1400 Smith Street
Houston, TX 77002-7361
(713) 853-3831                        Trade                   $ 488,533

County of Riverside Treasurer
Paul McDonnel
4080 Lemon Street
4th Floor
Riverside, CA 92502-2205
(909) 955-3900                        Tax                     $ 429,636

FibreForm LLC
Marc Seidner
c/o FibreForm Wood Products,
1999 Avenue of the Stars
Suite 250
Los Angeles, CA 90067
(310) 203-5401                        Trade                   $ 396,815

G.D. Moore
800 South Hutton Road
Farmington, New Mexico 87401
(505) 327-5168                        Trade                   $ 291,149

Western Pneumatics                    Trade                   $ 211,819

Hipp Engineering Ltd.                 Trade                   $ 193,491

West San Bernardino County            Utility                 $ 192,674

Brownco                               Trade                   $ 173,180

Best Temporary Services               Trade                   $ 147,214

Henry Viramontes                      Trade                   $ 137,101

Thomason Mechanical                   Trade                   $ 126,023

CITIZENS COMMUNICATIONS: Moody's Lowers Ratings & Reviewing For Downgrade
Moody's Investors Service has lowered the long-term debt ratings of
Citizens Communications Company to Baa2 from A2. Also downgraded is the
fully guaranteed senior unsecured debt rating and issuer rating of Electric
Lightwave, Inc. ("ELI"), its 86% owned subsidiary, to Baa2 from A2. The
guaranteed preferred stock rating of Citizens Utilities Trust has also been
lowered to "baa3" from "a2". At the same time, Moody's lowered the short-
term rating on Citizens' commercial paper program to P-2 from P-1. All
ratings remain on review for possible further downgrade.

Moody's said that the actions reflect the strain on the company's debt
protection measurements that will result from the approximately $3.65
billion cash acquisition of about 1.1 million access lines from Global
Crossing Inc.'s local phone business. This pending transaction itself
follows the earlier announced acquisitions of nearly 930,000 rural access
lines from U.S. West (now Qwest) and GTE (now Verizon). Citizens expects to
fund these access line purchases with the proceeds of approximately $2.0
billion in public utility asset dispositions, $550 million cash and
investments, $240 million of operating cash flow, $500 million of equity-
like securities and $3.1 billion in commercial paper backed by $6.5 billion
of short-term senior unsecured revolving credit facilities. Moody's review
will focus on a number of issues including Citizens' ability to
successfully raise equity capital for the proposed transaction as well as
management's plans to finance future access line growth.

Pro forma for all announced acquisitions and dispositions, Moody's expects
Citizens' leverage ratio, as measured by total debt to EBITDA, to increase
from around 3.0x to over 4.0x. Of further concern to Moody's is the status
of ELI. ELI is a competitive local exchange carrier ("CLEC") which, like
many other CLECs, has lost a significant amount of its market value in
recent months. Given present market conditions, the monetizable value of
ELI has declined. Moody's believes ELI could continue to require
significant amounts of capital and management's resources.

Offsetting these concerns is the relatively low business risk Moody's
believes is present in the rural local exchange business. Rural local
exchanges are the beneficiaries of regulatory protections resulting from
the 1996 Telecommunications Act and further benefit from demographic
profiles that make major capital investments from competitors unlikely. As
a result, Citizens will have a significant base of stable cash flows from
which it can service its debt or fund further access line growth.

Citizens Communications Company, headquartered in Stamford, Connecticut,
provides telecommunications services to one million customers across the
nation, including Internet, long-distance, wireless, data,
teleconferencing, cable television, advanced calling features and basic
telephone services.

CROWN PAPER: CAC Terminates Offer to Purchase Debtors' Assets
Crown Vantage Inc. and its wholly owned subsidiary Crown Paper Co.,
announces that the letter of intent dated September 11, 2000, between Crown
Acquisition Corporation and Crown Paper has been terminated by CAC. As
previously announced, the letter of intent contemplated the sale to CAC of
substantially all of the assets of Crown Paper. CAC stated that it
terminated the letter of intent because the definitive agreement had not
been executed by September 27, 2000, and alleged that certain conditions
precedent could not be satisfied by Crown Paper. Despite terminating the
letter of intent, CAC has expressed interest in acquiring the St.
Francisville mill.

Bob Olah, CEO of Crown Vantage and Crown Paper, commented, "While we are
disappointed that the CAC transaction will not progress as planned, we feel
that certain requested changes to the letter of intent did not yield fair
market value for the assets being discussed. However, we are encouraged by
the interest shown by other parties, not only in the mills that CAC was to
purchase, but in all of the company's mills. We are currently working with
these parties in the diligence process." Olah continued, "The Crown
management team remains focused on our responsibility to negotiate a deal
or package of deals that delivers maximum value and provides both the
ability to continue serving our customers and the avenue to emerge from

Prior to the termination of the letter of intent, Crown sought and received
an extension of the exclusivity period until December 25, 2000, for
producing a plan of reorganization.

DOW CORNING: No Progress on the Chapter 11 Front, but Earnings are Positive
Dow Corning Corp. reports consolidated net income of $13.6 million for the
third quarter of 2000. This was half of the $27.3 million net income
reported in Q3 of 1999 and included restructuring charges of $36.8 million
before tax ($24.3 million after tax), chiefly related to the work force
reduction program announced in August. Net income for the first three
quarters of 2000 was $77.1 million, up 3 percent from $74.6 million in same
period last year.

Third-quarter 2000 sales were $684 million, representing 5 percent growth
compared with sales of $650 million reported in the same quarter last year.
Sales through the first three quarters were $2.08 billion, up 8 percent
from $1.93 billion through three quarters in 1999.

"While it was a decision that was not taken lightly, the work force
reduction program was necessary to ensure a healthy financial future," said
Gifford Brown, Dow Corning's vice president for planning and finance and
chief financial officer. "We will now begin to reap the rewards of a leaner
cost structure, which will help make us more competitive."

Dow Corning, which develops, manufactures and markets diverse silicon-
based products, currently offers more than 10,000 products to customers
around the world. Dow Corning is a global leader in silicon-based materials
with shares equally owned by The Dow Chemical Company (NYSE: DOW) and
Corning Incorporated (NYSE: GLW). More than half of Dow Corning's sales are
outside the United States.

FARMERS COOPERATIVE: Asset Sale Process Underway
Farmers Cooperative Assn. has asked the U.S. Bankruptcy Court in Kansas
City, KS for authorization to begin liquidating certain assets. The Co-op
has already been granted permission to sell off elevators in Leavenworth
and Tonganoxie - for $15,000 and $7,500 each. The co-op owes up to $20
million, including more than $10 million to a cooperative bank that had
loaned the organization money for operations. The co-op has grown from its
Lawrence roots in 1953 to include 19 locations, from Burlingame to
Rushville, Mo. A creditors committee was also appointed on Monday to
represent the interests of unsecured creditors in the case. Members are Jim
Carpenter, Eudora; Byron Finley, Edgerton; Richard Knabe, Eudora; R. Edwin
Longanecker, Edgerton; Darin Dahl, representing Burlington Northern
Railroad; Ron Osgood, Harrisonville, Mo.; and Joe Weiler, representing the
Jean A. Knipp Trust in Topeka. (New Generation Research, Inc., 24-Oct-00)

GLOBAL TISSUE: Strikes Final Deal for Continued Use of Cash Collateral
The US Bankruptcy Court, District of Delaware, entered an order on October
11, 2000 authorizing Global Tissue LLC final use of cash collateral and
resolving objections with respect thereto.

With the consent of the Agent, Bank of America NA and the Banks, Christiana
Bank og Kreditkasse ASA, OCM Opportunities Fund II LP and Columbia/HCA
Master Retirement Trust (Separate Account II), the debtor is authorized to
reserve, subject to further orders of the Court, existing and/or future
cash collateral in the amount of $444,000.

As compensation for use of cash collateral, the Banks shall have and are
granted a replacement security interest and lien in and to all of the
debtor's assets of the bankruptcy estate. The Committee carve-out has been
increased to $75,000. The general unsecured creditors' reserve has been
increased from $250,000 to $500,000, provided the amount otherwise
distributable to the Banks is increased by at least $250,000 in cash as the
result of the increase in the purchase price specified in the Purchase
Agreement to at least $40.75 million.

The debtor's estate and the Banks shall divide equally the first Net
Proceeds up to $750,000. The debtor's estate shall receive all Net proceeds
in excess of $750,000 up to $1,125,000. Any Net Proceeds in excess of
$1.125 million shall be divided 2/3 to the debtor's estate and 1/3 to the
Banks, provided however, that the maximum Net Proceeds received by the Bank
shall in no circumstance exceed $1 million and the debtor's estate shall be
entitled to all additional Net Proceeds after the Banks have received $1

GOLDEN OCEAN: Frontline's Plan Declared Effective October 10, 2000
The Effective Date of Frontline Ltd's Plan of Reorganization for Golden
Ocean Group Limited, Golden Ocean Tankers Limited and Channel Rose Holdings
Inc. under Chapter 11 of the United States Bankruptcy Code dated as of July
7, 2000, as amended, occurred on October 10, 2000. Co-counsel for Frontline
Ltd. are the law firms Latham & Watkins and Pachulski, Stang, Ziehl, Young
& Jones PC.

GREYHOUND LINES: Closes on $125MM Financing Agreement with Foothill
Greyhound Lines, Inc. announced yesterday that it closed a financial
arrangement with Foothill Capital Corporation, a wholly-owned subsidiary of
Wells Fargo & Company (NYSE: WFC), for a two-year revolving line of credit
of up to $125 million. With the closure of this agreement, Greyhound Lines,
an operating company of Laidlaw, Inc., will be independent of its parent
company with respect to near-term financing needs.

"We are pleased the Laidlaw bondholders consented to the financing and that
our parent can now focus on working towards a consensual resolution of its
long-term capital structure and liquidity issues," said Craig Lentzsch,
president and CEO of Greyhound Lines. "With this facility in place, our
customers can be confident that we will continue to provide the high level
of service they've come to expect. The agreement will provide us with the
working capital needed to fund our seasonal cash flow needs and capital
expenditure requirements, as well as repay a $43 million intercompany
advance due to Laidlaw."

Greyhound Lines, Inc. is the largest North American provider of intercity
bus transportation, serving more than 3,700 destinations with 20,000 daily
departures across the continent. The company also provides package and
courier express service, charter and tour services and food service at
certain terminals.

HARNISCHFEGER INDUSTRIES: Stipulates to Stay Relief on Insured Joy Claim
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)

INSIGHT MIDWEST: Moody's Assigns Ba1 Rating To $500MM 10-Year Senior Notes
Moody's Investors Service assigned a B1 rating to the proposed $500 million
offering of 10-year senior notes to be issued by Insight Midwest, L.P.
(Insight), and confirmed the B1 rating for Insight's existing $200 million
of 9-3/4% senior notes due 2009. Moody's also assigned Ba3 ratings to the
proposed $1.75 billion of combined senior secured (stock only) bank credit
facilities being arranged for Insight's operating subsidiaries, which will
refinance the company's existing $1.225 billion of combined bank credit
facilities and the Ba3 ratings for which will be withdrawn at that time.
The senior implied and senior unsecured issuer ratings for Insight are Ba3
and B1, respectively, and the outlook for all ratings is stable.

The ratings broadly reflect the company's high financial leverage and
moderate debt service coverage levels; ongoing planned capital investment
of a material amount for completion of plant upgrades, headend
consolidation, and equipment deployment and marketing expenditures to
support telephony and other advanced services; execution risks related to
the in-process system rebuilds and upgrades, further system integration,
potential incremental expansion and acquisition activity, and new product
offerings; heightened competitive risk from direct broadcast satellite
(DBS) operators and cable/telco overbuilders; and structural considerations
related to the company's corporate organization and capitalization.

The ratings garner support, however, from the expanded scope and scale of
the consolidated entity proforma for the pending acquisition of the
Illinois cable properties from AT&T; the technologically advanced state of
its cable plant, the rebuild of which will be substantially completed over
the next year; the resultant improvement in subscriber retention and
economic prospects stemming from the provisioning of new and enhanced
services to its customer base; the benefits afforded by its AT&T partial
ownership, which include greater programming discounts and equipment
purchasing power; and greater financial flexibility under the assumption
that the proposed new financings will be successfully completed.

The Ba3 ratings for the bank credit facilities further reflect their
senior-most position in the capital structure, specifically by virtue of
their benefiting from subsidiary upstream guarantees (as well as a
downstream guarantee from Insight), and the high implicit support that
accrues to this class of debt from the solid asset value coverage that
exists even under a distress scenario. It is noteworthy, however, that the
high percentage of bank debt in the company's overall capitalization
(although minimized proforma for the pending financings relative to that of
today), coupled with the absence of a security interest in the assets of
the operating companies, serve to constrain the rating to that on a level
equivalent to the senior implied rating.

The B1-rated senior notes sit at a holding company and, as such, are
structurally subordinated to the bank debt, which is growing in size and is
expected to be largely drawn within the near-to-intermediate term rating
horizon. The bank credit agreement does allow for cash interest payments to
be made on the notes, however, provided there is no event of default.
Moody's notes that the existing and proposed senior debt of Insight is
somewhat weakly positioned in its rating category, particularly relative to
the more typical two-notch distinction between the senior implied rating
and structurally subordinated debt for other credits within the pay
television industry sector. However, the compressed one-notch rating
differential in Insight's case continues to ultimately be justified given
Moody's expectation that Insight's ability to meet demand for enhanced
services will move the company to a free cash flow positive position prior
to the rest of the peer group, and indeed the rating remains predicated on
the company's successfully achieving meaningful cash flow growth and
commensurate credit improvement in fairly short order. Moody's further
believes that Insight has reached the inflection point of its business
strategy, and that the debt overhang related to the Coaxial (Insight
Communications of Central Ohio) operation should not be material to the
Insight credit. With the majority of its fixed capital investment nearly
behind it, Insight should be focused on deploying more success-based
capital moving forward.

In March, Insight Communications (unrated) and AT&T (A1 senior unsecured
with negative outlook) announced the planned expansion of their 50%-50%
Insight partnership. Proforma for the announced transactions, which include
a more than 50% increase in the size of the partnership through the
contribution of various systems in Illinois and Ohio, Insight will serve
approximately 1.4 million subscribers in four states off of 12 headends.
The existing Insight systems in Kentucky and Indiana have been largely
upgraded to the company's 750 Mhz two-way standard, while the systems being
contributed in Ohio and Illinois will require additional capital
investment. The high level of technology advanced cable infrastructure
embedded in the Insight systems puts it in a better position from which to
defend its existing subscriber base from additional losses to DBS and and
other alternative overbuild competition, and also enhances the company's
prospects for improved subscriber economics (ARPU, cash flow and margins)
through the provisioning of its suite of additional services, and on a more
immediate basis than that which exists for most of Insight's comparative
peer group.

Moody's expects that the available bank credit facilities will be
sufficient to cover the debt being contributed by AT&T and Insight
Communications to the expanded partnership; on going capital expenditures
for plant upgrades and headend consolidation; variable-based spending for
cable modems, set-top boxes and telephony equipment; funding of the capital
needs for Coaxial; and a fairly comfortable measure of excess availability
that should represent a sufficiently appropriate liquidity cushion. It is
important to note that leverage is extremely high at Coaxial, and that
liquidity is extraordinarily tight at this now 100%-owned entity. The bank
credit facilities include a carve-out that provides Coaxial with access to
a limited basket ($40mm) of funding. Additionally, Insight will need to
continue to make capital contributions through the next year to Coaxial to
complete plant upgrades at the Ohio subsidiary.

Insight Midwest owns and operates cable television systems serving
approximately 1.3 million subscribers proforma for the pending
transactions. The company maintains its headquarters in New York, New York.

LAROCHE INDUSTRIES: Asks for Extension of 365(d)(4) Deadline to February 28
Laroche Industries, Inc. and Laroche Fortier Inc., seek to extend time to
assume or reject leases of nonresidential real property. A hearing will be
held on October 27, 2000 at 12:00 PM before the Honorable Joseph J. Farnan,
US District Court, Wilmington, DE.

The debtors lease various locations around the country that they use as
manufacturing facilities, office space, distribution facilities, and
warehouse space in addition to other leases, such as rail car leases,
easements, pipeline leases, etc. that could be considered nonresidential
real property leases. The debtors seek a second order extending the time
for the debtors to assume or reject the leases for an additional 120 days,
through and including February 28, 2001.

The leases are among the primary operating assets of the debtors. The
debtors lease their headquarters as well as some of their distribution
facilities and warehouse space. The debtors have over 40 nonresidential
real property leases that have not been assumed or rejected. The debtors
are in the process of ensuring the continued viability of their business
operations in the short term while at the same time analyzing business
plans for their reorganization efforts. The debtors claim that they need
additional time to act intelligently in making a judgment to assume or
reject the leases.

MALLINCKRODT INC: Moody's Maintains Baa2 Long-Term Rating after Tyco Buyout
Moody's Investors Service announced today that it has confirmed the Baa2
long-term debt rating of Mallinckrodt, Inc., following the announcement on
October 17, 2000 that Tyco International Ltd. has completed the purchase of
Mallinckrodt in an equity-financed transaction valued at $3.2 billion, but
has not legally assumed or guaranteed the existing Mallinckrodt debt. This
rating action completes the rating review for upgrade that began June 29,
2000. Tyco's senior debt rating is currently Baa1 with a stable outlook. In
a related action, Moody's has withdrawn the Baa2 rating on Mallinckrodt's
revolving credit agreement, the (P)Baa2 rating on its 415 shelf
registration, and its Prime-2 short-term debt rating.

Mallinckrodt's Baa2 rating recognizes the benefits of the inclusion of
Mallinckrodt's respiratory care, diagnostic imagining and analgesic
pharmaceuticals operations into Tyco's Healthcare and Specialty Products
business segment, and the likelihood of meaningful cost saving
opportunities. Tyco's proven track record of taking out costs and improving
operating margins should enhance Mallinckrodt's financial performance,
which has recently been under pressure because of ongoing cost control
issues affecting the healthcare industry.

Ratings confirmed are:
    a) Baa2 for senior unsecured notes and debentures, industrial revenue

Ratings withdrawn are:

    a) (P)Baa2 for senior unsecured securities issued pursuant to the 415
         shelf registration;

    b) Baa2 for the bank revolving credit facility; and

    c) the Prime-2 short-term rating.

Mallinckrodt's Prime-2 short-term debt rating has been withdrawn because
Tyco has terminated Mallinckrodt's commercial paper program, and repaid all
outstanding commercial paper. Also, Moody's has withdrawn the Baa2 ratings
for Mallinckrodt's $1.0 billion Revolving Credit Agreement and its 415
shelf registration following Tyco's announcement that they, too, have been

Mallinckrodt Inc. is based in St. Louis and is a major producer of
diagnostic imaging agents, medical devices, analgesic pharmaceuticals,
catalysts and laboratory and microelectronic chemicals.

Tyco International Ltd., headquartered in Hamilton, Bermuda, is a
diversified global manufacturing and service company of industrial and
commercial products serving the fire protection, electronic security
service, disposable medical products, packaging materials, flow control,
electrical and electronic components, and underwater telecommunication

MOHEGAN TRIBAL: Moody's Confirms Ba1 & Ba2 Ratings With Negative Outlook
Moody's Investors Service confirmed the debt ratings of Mohegan Tribal
Gaming Authority, and changed the rating outlook to negative from stable.
The rating actions follow the announcement of revised expansion and
financing plans for the Mohegan Sun Casino complex. The following ratings
were confirmed:

    a) Ba1 senior implied rating;

    b) Ba1 rating of the $459 million secured revolving credit facility;

    c) Ba2 rating of the $200 million 8.125% senior unsecured notes due
        2006, and Ba2 senior unsecured issuer rating;

    d) Ba3 rating of the $300 million 8.75% senior subordinated notes due

The confirmation of the ratings reflects Moody's view that the Authority's
financial measures will not be materially impacted by the change in plans.
The ratings had already anticipated that leverage would rise materially
through 2002 due to construction of additional gaming, hotel and convention
facilities, but would be paid down rapidly with free cash flow following
completion. Revision of expansion plans will result in higher construction
costs due to cost overruns as well as additional expansion. The Authority
has decided to expand its slot facilities through conversion of a bingo
hall to a 650-seat smoke-free slot facility at a cost of $20 million in
early 2001. Moody's expects this facility to ramp up quickly, providing
incremental cash flow sufficient to service the planned increases in debt.
As a result, debt service coverage should remain strong during the
construction period. Moody's expects the existing operations will allow 12-
month EBIT to interest coverage to remain well above 2.5 times during the
next two years. Furthermore, Moody's believes the renovations provide a
competitive advantage by further differentiating Mohegan Sun against its
sole competitor today and against potential new development in the upstate
New York and New England area.

The negative outlook reflects Moody's belief that the increase in debt
combined with greater uncertainty due to the project expansion and delayed
hotel opening decreases the financial cushion available to protect
debtholders. Leverage at conclusion of the expansion will be higher than
originally anticipated. Moody's expects that, at the end of this fiscal
year, debt borrowings could be over 4.5 times EBITDA less management fees.
Total borrowings could exceed $1 billion by the end of the project, which
has also been extended by six months to end with the opening of the hotel
in April 2002. The negative outlook reflects concerns about the ultimate
contract price, which has not been guaranteed; increased risks of weather
delays due to the extended construction period; concerns about the
utilization of the conference facilities due to the delays in the hotel
construction and the size of the planned facilities relative to the number
of hotel rooms and the scarcity of lodging alternatives in the immediate
area; and difficulty in attracting sufficient high-quality labor due to the
continued low unemployment within the region. Debtholders are partly
protected from cost overruns by a $40 million construction contingency
account funded by the Tribe. However, variances from the current financial
plan or difficulty in raising additional capital as planned during the next
few months could result in a downward ratings revision.

The confirmed ratings continue to reflect the expectation that expanded
capacity will be quickly absorbed given the capacity constraints on the
current casino relative to demand; the superior demographics of the gaming
market in the Northeastern U.S.; and the strong operating results that
Mohegan Sun has experienced since its opening. The ratings also consider
the Authority's dependence on a single property; the sizable dividend being
paid to the Mohegan Tribe of Indians of Connecticut; and the potential for
longer term competitive threats to Mohegan Sun's currently protected market
position. The ratings also continue to reflect the difficulties that
secured and unsecured debtholders could face in recovering their investment
in a liquidation scenario.

The Authority announced that the facility expansion already underway has
been revised to enlarge the gaming area and enhance the quality of the
hotel and entertainment facilities. The planned cost of the expansion has
been increased to $1.07 billion from $800 million. The cost increases
represent some budget overruns, enhanced facilities, The enlarged facility,
which is scheduled to open in phases during April and October 2001, will
have 6,227 slot machines. This represents a 100% increase over today's
capacity, and a 20% increase over the original plan. Parking spaces will
also be increased to by roughly the same proportions to a total of 15,600
through the addition of a new covered garage. The number of hotel rooms is
unchanged at 1,200, but the average size of the rooms and quality of
furnishings has been upgraded. The new facilities will include a 10,000
seat arena; a 65% increase in gaming area versus today's facility; and
130,000 of retail square footage, down about 50% from the original
renovation plan but still up substantially from today's modest shopping
facilities. The revised plans also include addition of a day-care center,
which Moody's believes will aid employee retention, and a substantial
utility upgrade package. The Authority is looking into alternative
financing for this project, including a potential tax-advantaged financing.
The Mohegan Tribal Gaming Authority is an instrumentality established by
the Mohegan Tribe of Indians of Connecticut, with the exclusive power to
operate the Mohegan Sun casino in Uncasville, Connecticut.

MOLL INDUSTRIES: Commences Tender Offer for 11-3/4% Senior Notes due 2004
Moll Industries, Inc.has commenced a tender offer for all of its
outstanding 11 3/4% senior Notes due 2004. The company purchased $50.0 in
aggregate principal amount of the Notes in a tender offer and consent
solicitation which was settled on August 11, 2000. The company is now
offering to purchase the remaining $50 million aggregate principal amount
of Notes for cash.

Each owner of Notes has the following two options in connection with the

ON NOVEMBER 8, 2000). Holders of Notes that are validly tendered and not
withdrawn prior to the Expiration Date will receive a price of $850 per
$1,000 of Notes that are accepted for purchase, plus accrued and unpaid
interest up to but not including third business day following the

    * DECLINE TO VALIDLY TENDER NOTES. Holders of Notes in this category
will NOT be eligible to receive the Purchase Price. Holders who do not wish
to tender their Notes pursuant to the Offer need take no action.

The company's obligations in respect of the Offer are conditioned upon
the satisfaction of the conditions set forth in the Offer, including, the
condition that the company close the proposed sale of its Cosmetics
Division to subsidiaries of Pechiney, S.A., a company organized under the
laws of France, whereby the company would obtain funds to settle all
payment obligations with respect to Notes accepted for purchase pursuant to
the Offer.

D.F. King & Co., Inc. is acting as information agent for the Offer. The
depositary for the Offer is State Street Bank & Trust Company.

Moll Industries, Inc. is a 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.

NATIONAL BOSTON: Infotopia Agrees To Provide $500,000 DIP Financing
National Boston Medical Inc. and its debtor affiliates seek interim and
final order authorizing the debtors to obtain post petition secured
financing in the original principal amount of $500,000 with interest at the
fixed rate of 8% per annum, the financing due and payable in full within
twenty four months following the disbursement of the proceeds of the loan.

In accordance with the terms and terms and conditions pursuant to certain
proposed loan documents, Infotopia, Inc. has agreed to provide financing to
the debtors in the aggregate sum of $500,000. In accordance with the terms
of the proposed financing, Infotopia shall have the right to convert the
principal amount outstanding under the post-petition loan to equity in
their sole and complete discretion, after confirmation of a plan of
reorganization as submitted by the debtors.

The $500,000 to be provided by Infotopia will allow the debtors to pursue
and otherwise "ramp up" the Bontempi business line.

Infotopia shall also acquire 100% of the stock of National Boston Medical ,
Inc. for the sum of $500,000. The sale will be subject to court approval
and the acquisition price will be due and payable at the time of the
closing. The debtors' two largest creditors are Thompson Kernaghan and Co.
Limited, owed approximately $2.5 million and Oxford Capital, owed
approximately $630,000 will accept stock in consideration of their
respective claims against the estate under a plan of reorganization. The
debtors believe that the proposed financing is in the best interests of the

OWENS CORNING: Obtains Authority to Pay Pre-petition Contractor Liens
Owens Corning and its debtor-affiliates employ a variety of Miscellaneous
Contractors to improve and refurbish their equipment and physical plants,
to install new equipment and to perform maintenance at the Debtors' 100
facilities across the United States. The dollar value of the Miscellaneous
Contractor projects generally ranges from about $10,000 to $500,000, with
the majority of such projects costing less than $100,000.

The underlying services that these Contractors provide, the Debtors
explain, are critical to Owens Corning's on-going operations.

The Debtors assure the Court that they will not pay a Contractor Claim
unless the Contractor has perfected or, in the Debtors' judgment, is
presently capable of perfecting or may be capable of perfecting in the near
future one or more Liens or Interests to secure payment.

Additionally, any Contractor accepting payment pursuant to the Order
granting this Motion must agree to continue providing postpetition goods or
services on ordinary and customary trade terms.

Judge Walrath makes it clear that nothing in this Motion or her Order
granting the Motion shall be construed as an assumption of any executory
contract, nor does her Order confer on a Contractor the right to demand
payment. (Owens-Corning Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

PILGRIM AMERICA: Fitch Downgrades CBO's CDOs & Places On Watch Negative
Fitch has taken rating actions on Pilgrim America CBO I, Ltd., which is a
collateralized debt obligation (CDO) backed entirely by high yield bonds.
Three tranches from this transaction have been downgraded, the class A,
class B, and class C notes. One of the downgraded tranches, the class C
notes, had been placed on Rating Watch Negative on Aug. 21, 2000, and will
be taken off from Rating Watch after the downgrade. These rating actions
are taken after careful review of the performance of this transaction and
after extensive dialogue with the portfolio manager. Increased levels of
defaults, lower than expected recoveries on defaulted assets and
deteriorating credit quality on the remaining assets have increased the
credit risk of these securities to the point the risk is no longer
consistent with the tranches' ratings. Fitch will continue to closely
monitor the developments in this transaction, particularly the defaulted
assets and the 'CCC' rated assets, and may take further action pending
further developments.

The following securities have been downgraded:
Pilgrim America CBO I, Ltd.:

    a) $207,000,000 class A notes from 'AA-' to 'A';

    b) $41,000,000 class B notes from 'A' to 'BBB-';

    c) $41,000,000 class C notes from 'BB' to 'B-'.

PURINA MILLS: Prepares Registration Statement for GSCP's New Shares
Purina Mills Inc. has prepared a prospectus to allow GSCP Recovery, Inc.
and its transferees, as selling stockholders, to sell up to 2,356,168
shares of the company's common stock. GSCP Recovery acquired the common
stock from Purina Mills by operation of the company's plan of
reorganization under the Bankruptcy Code, which became effective on June
29, 2000.

ROCK-TENN COMPANY: Moody's Lowers Long-Term Debt Ratings To Baa3
Moody's Investors Service lowered the long term debt ratings of Rock-Tenn
Company to Baa3 from Baa2. This completes the review begun August 21, 2000.
These rating actions are prompted by what we anticipate will be the
continuing difficult operating environment in the company's core paperboard
business as well as by our concerns that the company's new management team
will face time-consuming challenges in executing the company's strategic
plan; taken together we believe that debt levels will remain elevated and
debt protection measurements weaker than anticipated for the near to
intermediate term.

Ratings Lowered:

     Rock-Tenn Company - $100 million senior notes to Baa3 from Baa2,
                       - shelf registration to (P)Baa3 from (P)Baa2

Moody's notes that business fundamentals in paperboard remain difficult.
Excess capacity and competition from other substrates has kept pricing from
rising significantly, despite rising input prices. We believe that
substantive industry consolidation is not likely to occur in the near-term,
and that as a result the fragmented sector will continue to be negatively
impacted by low pricing. While Rock-Tenn has low-cost mills, this
production advantage is not expected to be sufficient to compensate for the
pricing environment and results from this core business are likely to
remain pressured. We note that the company has expanded into other business
areas, particularly custom packaging and plastics, which have shown strong
growth, but in the near term these are not expected to compensate for the
weakness in paperboard.

The continuing difficult operating environment has led to much slower than
anticipated debt reduction at the company; debt has, in fact, risen over
the last twelve months. The 1997 Waldorf acquisition, which led to a sharp
rise in debt levels at Rock-Tenn, has not generated the returns anticipated
at the time. Debt protection measurements have not recovered to earlier
levels, and Moody's believes that sharp improvement is not likely in the
next 18-24 months. In addition, due to continuing heavy capital spending,
free cash flow remains weak. We are also concerned that the company's new
management team will face time-consuming challenges in executing the
company's strategic plan.

Offsetting these difficulties, Moody's points to a business that is
comparatively stable from a demand perspective, one that should, in time,
grow into the current capacity levels. Rock-Tenn has a history of solid
business relationships which, together with the company's low cost
production and continuing cost cutting programs, should ensure the
continuation of a steady cash flow. The expansion of the company's new
businesses has been rapid and profits from these investments are growing.
Taken together, we anticipate that debt protection measurements will
improve gradually from their current levels, but will not recover to their
pre-1997 levels.

Rock-Tenn's stable rating outlook assumes that the new management team will
be successful in improving the fundamental operating performance of the
company, and that Rock-Tenn will refrain from major debt-financed
acquisitions, and that share repurchases, which are expected to continue at
the levels of the recent past, will remain balanced with debt reduction.

Rock-Tenn Company, headquartered in Norcross, Georgia is a producer and
converter of paperboard and folding cartons.

SAFETY COMPONENTS: Plan Swaps 97% Equity Stake for $97MM of Old Bonds
Safety Components International, Inc. and certain of its United States
subsidiaries, including Safety Components Fabric Technologies, Inc. and
Automotive Safety Components International, Inc., a leading, low cost
supplier of automotive airbag fabric and cushions in the United States,
have emerged from their chapter 11 cases in accordance with their plan of
reorganization approved by the District Court of the State of Delaware on
August 31, 2000.

Under the Plan, all of the 10-1/8% senior notes due 2007 issued by the
company, amounting to almost $97 million, have been converted into 96.8% of
the company's post-bankruptcy equity and the holders of the company's
pre-bankruptcy common stock, excluding Robert Zummo (former Chairman of the
company), have received 3.2% of the company's post-bankruptcy equity and
warrants to acquire an additional 12% of such equity. All trade suppliers
and other creditors will be paid in full pursuant to the terms of the Plan
within 90 days.

In connection with its emergence, Safety Components announced the closing
of a three-year $35 million credit facility with Congress Financial
Corporation (Southern). The Congress facility has allowed the company to
pay off its debtor-in-possession credit facility with Bank of America and
is expected to provide adequate funding for Safety Components' ongoing
global operating needs. In addition to the Congress facility, Safety also
closed a two-year subordinated secured note facility with its pre-
bankruptcy secured lenders for $20.9 million.

Safety Components' Board of Directors, in accordance with the terms of the
Plan, now consists of the following new non-employee directors: Carroll R.
Wetzel, Jr. (Chairman), Andy Goldfarb, W. Allan Hopkins and Ben E. Waide
III. John C. Corey continues as a director and has been promoted to Chief
Executive Officer and President of the company.

Mr. Wetzel, Chairman, stated "We are pleased that the company has emerged
from its chapter 11 case in accordance with its schedule and that the
management team lead by John Corey has done such an excellent job in
turning the company around."

Mr. Corey stated "The company's operations have continued to improve over
the past few months, exceeding our projections. The company's operating
results and the flexible credit arrangements provided by Congress Financial
have placed the company in a solid financial position and we are now able
to return our primary focus to the fulfillment of our goals: increasing
productivity and profitability from the core airbag automotive business;
capitalizing on continuing growth opportunities in the airbag automotive
business and divesting non-core operations. We believe that the broad and
varied business experiences of the incoming members of the Board enhance
our ability to fulfill these goals. We also would like to express our
appreciation to Robert Zummo, the company's founder, and to Joseph
DioGuardi, and Robert Torok, former directors, for their invaluable
assistance on behalf of the company during the chapter 11 cases." Mr.
Corey continued, "We are also very appreciative for all of the support
provided by our customers, suppliers, employees and advisors during the
past few months, which has enabled the company to emerge from Chapter 11 on
a timely basis."

SAFETY KLEEN: Sells Martinez Property, Fetching $2,000,000 for Estate
Safety-Kleen owns a 7,000 square foot office/shop building situated on
approximately 6.28 acres and located at 4501 Pacheco Boulevard in Martinez,
California. As part of their plan to restructure their operations, the
Debtors have begun, among other things, to identify and divest themselves
of underperforming or non-core assets. Toward this end, the Debtors have
determined that the Martinez Property is not essential to their successful
reorganization. The Debtors thus have further determined, in an exercise
of their sound business judgment, to sell the Martinez Property.

The Martinez Property was formerly occupied and used by the Seller as a
transportation terminal and transfer station to repair and dispatch
vehicles, and to store metal bins.

Cushman & Wakefield marketed the Property for 8 months, soliciting a
$1,825,000 offer from Bridge Martinez LLC and a $2,000,000 offer from 680,

By this Motion, the Debtors sought and obtained authority from Judge Walsh
to accept 680's offer and consummate the property sale. Lawrence V. Gelber,
Esq., advises the Court that the Debtors are holding a $100,000 non-
refundable deposit from 680 which they will keep if 680 defaults.
Additionally, the Debtors sought and obtained permission to consummate a
sale to Bridge Martinez in the event the sale to 680 falls through for any

C&W will collect a 6% brokerage commission from the proceeds of the sale.
(Safety-Kleen Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

STROUDS, INC.: Judge Walrath Approves $50MM DIP Facility with CIT Group
On October 12, 2000, at 1:00 PM, a hearing was held before the Honorable
Mary F. Walrath, US Bankruptcy Judge, US Bankruptcy Court, Wilmington, DE
to consider the emergency motion for an order granting interim approval of
DIP Financing Facility between The CIT Group/Business Credit, Inc. as agent
and lender, and Foothill Capital Corporation as Lender and Strouds, Inc.,

As of the Petition Date the debtor was indebted to certain lenders in the
aggregate sum as of September 1, 2000 of not less than $44,722,276.

The court granted the debtor authority to borrow from and incur secured
indebtedness to lenders with respect to certain advances and other terms
of the Postpetition Loan Agreement, on a final basis, pursuant to the terms
of the order. The Lenders have agreed to amend and restate the Existing
Financing Agreement pursuant to the Financing Agreement to continue to make
available to the Company a revolving credit facility in an amount not to
exceed $50 million upon the terms and conditions in the Financing

TESSERACT GROUP: Private & Charter School Operator Files for Chapter 11
The TesseracT Group, Inc., along with its wholly-owned subsidiary Sunrise
Educational Services, Inc., filed voluntary petitions under Chapter 11 of
the Bankruptcy Code on October 6, 2000 in the U.S Bankruptcy Court for the
District of Arizona. TesseracT is a national leader in the operation of
quality education programs through private and charter schools, and Sunrise
owns preschools in Arizona which are part of the overall operations of

Dr. Lucian Spataro, TesseracT's president and chief executive officer,
stated "TesseracT and Sunrise have filed for Chapter 11 protection as part
of an ongoing effort to work out our financial problems with creditors
while working in the best interests of students, employees and other
interested parties. TesseracT's and Sunrise's school facilities remain open
and fully operational."

Dr. Spataro further stated: "Chapter 11 reorganization is designed to allow
a business that is experiencing financial difficulties to restructure its
business affairs." The companies believe that their normal operations will
not be interrupted by the Chapter 11 filings.

Prior to the Chapter 11 filings, TesseracT and Sunrise received a loan
commitment of up to $1.2 million from TAI, LLC, for a line of credit to
finance post-petition operations in the event cash flow of the companies
are not sufficient to fund operations. This post-petition financing is
subject to Court approval. The companies continue to act as debtors-in-

TEXFI INDUSTRIES: Judge Gonzales to Consider $25MM DIP Pact with CIT Group
A final hearing on the motion of Texfi Industries, Inc. authorizing the
debtor to obtain post-petition financing will be held before the Honorable
Arthur J. Gonzalez, US Bankruptcy Court, Southern District of New York, on
Wednesday October 18, 2000 at 10:30 AM. Attorneys for Texfi Industries,
Inc. are Stephen B. Selbst and Barbra R. Funt, McDermott, Will & Emery, New
York, NY. The proposed order provides that the debtor may obtain financing
and other extensions of credit from The CIT Group/Commercial Services, Inc.

As of the Petition Date, the debtor was indebted to the Revolving Lenders
in the approximate aggregate principal amount of $16.85 million and debtor
was indebted to the Revolving Lenders under the Revolving Lender Post-
Petition Financing Agreement in the approximate aggregate principal amount
of $18.29 million, plus interest, fees and expenses.

The Financing Agreement provides for a Revolving Credit Note in the amount
of $25 million. Exhibits to the agreement include a Factoring Agreement and
an Intercreditor Agreement between The CIT Group/Commercial Services, Inc.
and Back Bay Capital Funding, LLC. which sets forth a schedule of
priorities among the parties.

VENCOR, INC.: In Exchange for Certain Waivers, Agrees to Stay Modification
The Debtors consent to and have obtained Judge Walrath's stamp of approval
of an agreement and stipulation with Lee Richardson to permit her to
prosecute her pre-petition claim in the action captioned Lee Richardson v.
Red Lion Hotels. Inc., et al,, Case No. 97-2-20243-4 KNT, in the Superior
Court of Washington for King County, 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)

VIDEO UPDATE: Schedules Auction For Sale of 117-Store Leasehold Interests
Video Update, Inc., together with certain of its direct and indirect
subsidiaries seeks entry of an order authorizing and scheduling an auction
for the sale of the debtors' right, title and interest in and to leasehold
interests in certain non-residential real properties. The debtors seek a
court order authorizing a sale of approximately 117 retail store leases. By
closing less profitable or unprofitable stores, the debtors will
substantially improve postpetition profitability and cash flow, thereby
enhancing their ability to successfully reorganize. In addition, the
proposed lease auction will generate cash which will reduce the debtors'
need for additional liquidity, reduce or eliminate substantial lease
rejection and other lessor claims; and enable the debtors to redistribute
existing inventory, furniture, fixtures and equipment to more profitable
stores. The debtors request authorization from the court to schedule and
conduct an auction of the leases on Tuesday, November 14, 2000 at noon. The
sale of the leases through the auction process will enable the debtors to
realize the highest value for such properties. Keen Realty LLC will conduct
the auction at the offices of Duane, Morris & Heckscher LLP, Philadelphia,

WEB PRODUCT: Internet Start-Up Files Chapter 7 Case in Rochester, New York
According to a report in the Rochester Business Journal, Web Product
Realization Network Inc. has filed a bankruptcy petition seeking to
liquidate. The bankruptcy petition, comes less than a year after the Monroe
Fund LLC invested $500,000 into the Internet start- up, which did business
under the name  The firm's Chapter 7 petition states $1.4
million in debt all of it unsecured -- against $39,767 in assets.  WebPRN
assets consist of cash on hand, money in a checking account and security
deposits held by landlords in Rochester and Palo Alto, where WebPRN has a
four-person office, the bankruptcy filing states.  Its assets also include
the WebPRN service mark with an unknown value.  (New Generation Research,
Inc. 24-Oct-00)


Bond pricing, appearing in each Monday's edition of the TCR, is provided by
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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.

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