TCR_Public/001102.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, November 2, 2000, Vol. 4, No. 215

                                Headlines

AMERICAN AIRCARRIERS: Aviation Maintenance Concern Files for Chapter 11
AMERICAN AIRCARRIERS: Case Summary
BURLINGTON INDUSTRIES: Moody's Places Ratings on Review for Downgrades
CERPLEX GROUP: Sale of U.S. Repair & Parts Business to Net Less than $5MM
CHATTEM, INC.: Adverse FDA Action Causes Moody's to Say Outlook is Negative

DICKINSON THEATRE: Creditor Agrees To New Lease & Waives $1 Million Claim
ELIAS BROTHERS: $25.8MM Sale Proceeds will Leave Creditors Shortchanged
FEDERAL MOGUL: Fitch Lowers Senior Unsecured Debt to BB- & Outlook Negative
FINOVA CAPITAL: Fitch Lowers Senior Debt Rating to B & Watch Continues
FRUIT OF THE LOOM: Positive Earnings & EBITDAR Pave the Way to a Plan

GLOBAL OCEAN: Company Secures Approval of its Disclosure Statement
GLOBESET: Lays Off 300 Workers, Stops Operations & To File for Bankruptcy
GREATE BAY: Intends to Propose Plan for Claridge Hotel and Casino
HARNISCHFEGER INDUSTRIES: Agrees to Modify Stay for Wassau-Insured Claim
IRIDIUM, LLC.: Iridium Satellite Brings a $25 Million Offer to the Table

JITNEY JUNGLE: Bruno's Announces Agreement To Purchase 17 Supermarkets
JITNEY JUNGLE: Winn-Dixie Extends Offer for Grocery, Fuel & Liquor Stores
KENETECH CORPROATION: Merger Pact Offers $1.04 in Cash Per Share
LACLEDE STEEL: Announces Court Approval of 2nd Amended Disclosure Statement
LOEWEN GROUP: Sale of Three Indiana Facilities Fetches $11 Million

METALLURG, INC.: Repurchases $76 Million of Senior Notes for $20 Million
MICROAGE, INC.: The Highest Offer Isn't Always the Best
NATIONAL STEEL: Moodys Downgrades Senior Ratings & Says Negative Outlook
OWENS CORNING: Court Okays Continued Use of Prepetition Business Forms
PARAGON TRADE: Announces Operating Results for Quarter Ending Sept. 24

PREMIER LASER: Inks Deal to Sell EyeSys Corneal Topography Division
RITE AID: Shareholders to Convene for Annual Meeting on December 6, 2000
SAFETY-KLEEN: Proposes Compromise of Reliance National Coverage Dispute
TRI VALLEY: Co-Op Representatives Goes To Court To Discuss Severance Deal

                                *********

AMERICAN AIRCARRIERS: Aviation Maintenance Concern Files for Chapter 11
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American Aircarriers Support, Incorporated (Nasdaq: AIRS) an integrated
aviation maintenance, repair and overhaul service provider announced that
in order to facilitate a refinancing of the Company, it voluntarily filed
for protection during reorganization under Chapter 11 of the Bankruptcy
Code. To ensure that customer and creditor relationships remain intact, it
is in final negations for Debtor-in-possession financing from its current
bank group. The company has signed a contract to retain the services of
Fieldstone Capital, pending court approval, to assist in the reorganization
of the company and the potential sale of one or more AAS divisions.

American Aircarriers Support and four of its subsidiaries made its filing
for Chapter 11 protection in the United States Bankruptcy Court for the
District of Delaware. The company and its subsidiaries will continue to
operate their businesses in the ordinary fashion.

Additionally, the company has recently signed a Memorandum of Understanding
for the sale of its Landing Gear Division to a strategic buyer. The
proceeds of this transaction will be used to reduce debt and return the
company to a more balanced financing structure. Fieldstone Capital is
assisting AAS in this transaction. Closing of this transaction is subject
to completion of due diligence, execution of definitive agreements and the
approval of the bankruptcy court.

"Due to our ongoing liquidity problems we have been forced to seek the
protection of filing for Chapter 11 status while we complete our financial
restructuring," said Karl Brown, chairman and chief executive officer.
"With DIP financing in place, customers and vendors can be assured of
continued operation in ordinary course. We are considering all options at
this point but our goal is to continue to operate American Aircarriers
Support as a successful integrated aviation services company."

American Aircarriers Support, Incorporated founded in 1985, provides
integrated aviation services, including maintenance, repair and overhaul
services and spare parts sales for commercial airlines, cargo operators and
maintenance and repair facilities worldwide. The company offers engine and
aircraft management services, as well as heavy maintenance for complete
aircraft, maintenance, repair and overhaul of flight controls, landing gear
systems and jet engines at its FAA licensed facilities.

Visit http://www.a-a-s.comfor more information about American Aircarriers  
Support.


AMERICAN AIRCARRIERS: Case Summary
----------------------------------
Debtor: American Aircarriers Support
         587 Greenway Industrial Drive
         Fort Mill, SC 29715

Type of Business: The debtor is a leading international aviation service
                    provider offering the sale, lease or exchange of all
                    major aircraft components and the complete overhaul and
                    repair of engines, landing gear, flight control surfaces
                    and aircraft.

Affiliates: AAS Aircraft Services, Inc.
             AAS Landing Gear Services, Inc.
             AAS Complete Controls, Inc.
             AAS-Amjet, Inc.

Chapter 11 Petition Date: October 31, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-04065

Judge: Arthur J. Gonzalez

Debtor's Counsel: Jason W. Staib, Esq.
                   Morris, Nichols, Arsht & Tunnell
                   1201 North Market Street
                   Wilmington, DE 19899-1347
                   (302) 658-9200
                   Email: jstaib@mnat.com

Total Assets: $ 131,464,000
Total Debts : $ 102,566,000


BURLINGTON INDUSTRIES: Moody's Places Ratings on Review for Downgrades
----------------------------------------------------------------------
Moody's Investors Service placed the ratings of Burlington Industries Inc.
on review for a possible downgrade. The affected ratings include:

    * $550 million senior unsecured revolving credit facility due 2001,
         rated B1

    * $105 million senior unsecured credit facility due 2003, rated B1

    * $150 million issue of 7.25% senior unsecured debentures due 2027,
         rated B1

    * $150 million issue of 7.25% senior unsecured notes due 2005, rated B1

    * $100 million senior unsecured shelf registration rated (P)B1

Senior implied rating of B1 Issuer rating of B1

The review is prompted by the weak operating performance in most of the
company's apparel, and certain textile segments, related to softer retail
behavior, liquidation of inventory and restructuring of domestic production
capacity to equate to lower, long-term demand in certain business segments.

Moody's will consider the outcome of the company's discussions with its
banks to amend and extend its existing credit facility due in 2001. Should
the facility become secured, the rating of the senior unsecured notes would
likely be lowered to reflect effective subordination of the notes to the
secured bank debt.

Burlington Industries, Inc., headquartered in Greensboro, North Carolina,
is one of the largest and most diversified soft goods manufacturers in the
world.


CERPLEX GROUP: Sale of U.S. Repair & Parts Business to Net Less than $5MM
-------------------------------------------------------------------------
The Cerplex Group, Inc. (OTC Bulletin Board: CPLXQ) announced that its
wholly owned subsidiary, Cerplex, Inc. ("Cerplex"), has completed a
previously announced agreement to sell 100% of the stock of its UK-based
repair and parts business, Cerplex Ltd., to a joint venture between
Teleplan Holdings Europe BV and A Novo SA. This transaction was approved by
the US Bankruptcy Court for the District of Delaware on Friday, October 27,
2000.

Cerplex Ltd., based in Enfield, England, was the last of the operating
companies owned by Cerplex to be sold. All previously announced
transactions have been approved by the Bankruptcy Court and have closed.
Total proceeds from the transactions have been less than $5 million, all of
which is expected to be used to satisfy administrative expenses of the
bankruptcy and to reduce a portion of the company's indebtedness. None of
the proceeds will be available for distribution to shareholders. The
company has provided additional detail of recent bankruptcy events in its
Form 8-K filings with the SEC.


CHATTEM, INC.: Adverse FDA Action Causes Moody's to Say Outlook is Negative
---------------------------------------------------------------------------
Moody's Investor's Service changed the outlook to negative from stable for
Chattem Inc. The ratings affected by the outlook change are the following:

    * $275 million 8 7/8% senior subordinated notes, due 2008 B2;

    * $32 million 12 3/4% senior subordinated notes, due 2004 B2;

    * $100 million senior secured credit facilities Ba2;

Senior Implied Rating Ba3

The change in outlook is in response to the announcement that an advisory
committee of the FDA has determined phenylpropanolamine (PPA), the active
ingredient in the company's Dexatrim brand, is not safe for use as an
appetite suppressant. The advisory committee concerns relate to PPA as a
possible contributing factor to strokes and its findings will now go to the
FDA for review. Moody's future analysis of Chattem will need to consider
management's strategy regarding this product, together with the
implications of possible product returns from retailers and asset-write
downs. It is unclear at this time whether the company could be the subject
of potential lawsuits, for which it carrys product liability insurance.

Dexatrim with PPA sales are expected to be $20 million for the fiscal year
ended November 30, 2000 and Dexatrim Natural, which does not contain PPA,
is expected to have sales of $10 million. Dexatrim with PPA was also
forecasted to contribute $8 million of the total projected EBITDA of $47-50
million for the fiscal year ended 2001. Utilizing pro-forma net debt of
$207 million (net of $100 million cash on hand from the sale of Ban),
Moody's estimates that Debt-to-EBITA, excluding Dexatrim with PPA, for the
fiscal year ended November 2001 will be approximately 5.4 times (5.1 Debt-
to-EBITDA). This leverage ratio contrasts to 4.5 times (4.3 times EBITDA,
when sales and earnings from Dexatrim with PPA are included. Moody's also
estimates that EBITA net interest coverage will decline to 1.7 times (1.8
EBITDA) versus EBITA net interest coverage of 2.0 times (2.2 times
EBITDA),when including sales of Dexatrim with PPA for the same period.
These calculations exclude the potential impact of any non-recurring
charges.

Chattem plans to cooperate with the FDA regarding the PPA study, and there
is the potential that the company will have to reformulate or discontinue
the Dexatrim with PPA product. However, the timing of any future actions by
the FDA is currently undetermined.

Headquartered in Chattanooga, Tennessee, Chattem, Inc. manufactures and
markets niche branded consumer products.


DICKINSON THEATRE: Creditor Agrees To New Lease & Waives $1 Million Claim
-------------------------------------------------------------------------
Dickinson Theatres Inc., which filed for protection last month, has signed
a new lease with its largest unsecured creditor. Aside from the new lease,
Olath mall also gave up its claim of $1 million for back rent owed to them.
The hearing was held last Oct. 26 in the Bankruptcy Court in Kansas City.
"I'm delighted to report we are expected to sign a modified lease and that
the $1 million claim is out of the case," said Dickinson's attorney, Paul
Hoffmann.  Mr. Hoffman added that with the new lease, Dickinson would be
able to turn things around to pay for its other bills and continue its
business.


ELIAS BROTHERS: $25.8MM Sale Proceeds will Leave Creditors Shortchanged
-----------------------------------------------------------------------
Big Boy owner, Elias Bros. Restaurants Inc.'s sale price of $25.8 million
won't repay creditors' claims in full, Crain's Detroit Business reports.  
Elias' deal with Michigan radio veteran Robert Liggett will leave some
creditors out cold.  According to an affidavit filed by CEO Anthony
Michaels, Elias had a debt of more than $32.5 million.  "Whether somebody
actually bids when the process starts, we don't know," Elias attorney,
Robert Weisberg said.  U.S. Bankruptcy Judge Steven Rhodes will set the
rules for the auction proceedings.  George Dakmak of Fitzgerald & Dakmak,
P.C. states that "You would have to come in with a better plan that would
be more advantageous to creditors."  Mr. Dakmak isn't involved in the Elias
case.


FEDERAL MOGUL: Fitch Lowers Senior Unsecured Debt to BB- & Outlook Negative
---------------------------------------------------------------------------
The rating on Federal Mogul Corp.'s (FMO) senior unsecured debt is lowered
to `BB-' from `BB+' by Fitch.

The Rating Outlook is Negative. The downgrade reflects FMO's continued
lower than expected operating performance, negative free cash flow, and
reduced financial flexibility. The rating continues to be supported by
FMO's good market position in the global original equipment (OE) and
aftermarkets, diversity of its product line, and geographical
diversification.

The rating action is prompted by FMO's impaired operating performance due
to several factors, including the effects of a weak North American
aftermarket, slow heavy-duty truck market, and uncaptured planned
synergies. FMO continues to disclose substantial increases in expected
asbestos settlement payments in 2000, from $260 million estimated in June
to $330 million currently. These payments, combined with previously
announced restructuring actions, aimed mostly at rationalizing its
aftermarket operations, have and will require significant cash outflows in
2000 and 2001.

Additionally, previously planned divestitures have been postponed due to
poor market conditions. These factors will combine to make FMO net free
cash flow negative for the year by over $200 million, eliminating the
realization of flat to slightly improved debt levels that the rating had
previously anticipated.

Credit ratios are also being negatively impacted in foreign currency
translation by the weakness of the euro, as roughly a third of FMO's
business is in Europe while practically all of FMO's debt is denominated in
U.S. dollars. FMO has substantial production operations in the United
Kingdom that export to the European continent, but FMO actively hedges this
currency exposure to mitigate near-term margin pressure. At 6/30/2000,
FMO's financial leverage, as defined by debt/EBITDA, was 3.5 times (x);
including the $575 million of trust preferred securities, leverage was
above 4x. Interest coverage for the latest twelve months was 3.5x. With
declining earnings and debt increases to fund shortfalls in cash flow,
these measures are expected to deteriorate through year-end.

The rating reflects FMO's good profitability measures and market positions,
which support significant cash flows in strong markets. The negative
outlook, however, recognizes FMO's current high financial leverage,
exposure to aftermarket weakness, and that OEM demand will continue to
decline from recent record levels in North America and Europe. The outlook
also reflects the possibility that operating performance will continue to
disappoint versus management's projections as it has in the past several
quarters or asbestos settlement payments may increase from FMO's most
recent estimates.

Federal-Mogul Corp., headquartered in Southfield, MI, is a global producer
and distributor of a broad range of components for automobiles and light
trucks, heavy-duty trucks, farm and construction vehicles and industrial
products. The company's major products and systems focus on engines,
sealing and braking, which it sells to OE producers as well as to
replacement markets.

Fitch is an international rating agency that provides global capital market
investors with the highest quality ratings and research. Dual headquartered
in New York and London with a major office in Chicago, Fitch rates entities
in 75 countries and has some 1,100 employees in more than 40 local offices
worldwide. The agency, which is a combination of Fitch IBCA and Duff &
Phelps Credit Rating Co., provides ratings for Financial Institutions,
Insurance, Corporates, Structured Finance, Sovereigns and Public Finance
markets worldwide.


FINOVA CAPITAL: Fitch Lowers Senior Debt Rating to B & Watch Continues
----------------------------------------------------------------------
Fitch has lowered FINOVA Capital Corp.'s (FINOVA) senior debt to 'B' from
'BB'. Additionally, FINOVA Finance Trust's preferred stock rating is
lowered to 'CCC+' from 'B+'. FINOVA remains on Rating Watch with its status
revised to Negative from Evolving. Approximately $12.0 billion of
securities are affected by this rating action.

The rating actions reflect FINOVA's weakening credit fundamentals,
significantly reduced financial flexibility, and the steady erosion of the
company's franchise value. Nearly six months after FINOVA's decision to
explore strategic alternatives, including an outright sale of the company,
management has yet to report significant progress in this effort. As such,
Fitch is increasingly concerned as to the weakening of FINOVA's franchise
during this extended period as well as the company's ultimate ability to
attract outside equity. In the absence of a favorable conclusion, Fitch
believes FINOVA's financial flexibility will continue to be compromised and
its ability to conduct business increasingly challenged.

Headquartered in Scottsdale, AZ, FINOVA is one of the largest independent
commercial finance companies in the U.S. FINOVA's core customer base is
middle-market companies with funding requirements ranging from $2 million-
$35 million.


FRUIT OF THE LOOM: Positive Earnings & EBITDAR Pave the Way to a Plan
---------------------------------------------------------------------
Fruit of the Loom, Ltd. (OTC Bulletin Board: FTLAQ), one of the world's
leading marketers and manufacturers of basic family apparel, reported
operating results for its third quarter. Dennis Bookshester, Chief
Executive Officer commented, "We have made significant progress in
restructuring the operations of the Company that will permit us to emerge
from bankruptcy. Our third quarter financial results reflect the
operational and cost improvements in the first nine months of 2000 versus
1999."

The Company reported sales of $396.4 million for its third quarter ended
September 30, 2000 compared to $480.5 million for the third quarter of
1999. Lower sales volume was primarily due to the elimination of non-core
businesses (including the Company's Gitano jeanswear division) and low
volume/unprofitable products, along with a weaker back-to-school selling
season and an extremely competitive Activewear market. The net loss for the
third quarter of 2000 was $16.2 million ($.24 per share) compared to a net
loss of $166.4 million ($2.49 per share) for the third quarter of 1999.

For the nine months ended September 30, 2000, the Company reported sales of
$1,217.3 million compared to $1,368.8 million for the corresponding period
in 1999. As was the case in the third quarter, lower sales volume was
primarily due to the elimination of non-core businesses (including the
Company's Gitano jeanswear division) and low volume/unprofitable products,
along with a weaker back-to-school selling season and an extremely
competitive Activewear market. The net loss for the nine months ended
September 30, 2000 was $153.9 million ($2.30 per share) compared to a net
loss of $177.7 million ($2.61 per share) for the corresponding period in
1999.

The Company reported operating earnings from continuing operations in the
third quarter ended September 30, 2000 of $28.7 million compared to an
operating loss from continuing operations of $110.3 million during the
corresponding period of 1999. The operating loss from continuing operations
in the third quarter of 1999 includes $104.1 million of special charges.
The 1999 charges represented provisions for losses on the sale of close-out
and irregular inventory, severance and other asset write-downs and
reserves. Actual production costs incurred in the first nine months of 2000
were substantially improved over those incurred in 1999 and were in line
with expected operating performance.

The Company's earnings before interest, taxes, depreciation, amortization
and restructuring costs ("EBITDAR"), as defined in the Company's debtor-in-
possession credit facility ("DIP"), was $66.1 million for its third quarter
ended September 30, 2000 compared to $23.1 million during the third quarter
of 1999. For the nine months ended September 30, 2000, EBITDAR was $204.1
million compared to $109.9 million during the corresponding period of 1999.
EBITDAR excludes the Company's inventory variances (which are additional
product costs in excess of standard costs) capitalized in 1999, gains and
losses on nonoperating asset sales and the restructuring costs associated
with the bankruptcy. In addition, EBITDAR excludes charges in 2000
aggregating $11.3 million associated with the shutdown of some of the
Company's manufacturing facilities in Mexico and charges in 1999
aggregating $108.6 million associated with the restructuring of the
business.

The borrowing availability under the DIP is in excess of $350 million and
there was no usage of the revolver component of the DIP as of October 27,
2000. Management believes that the size of the DIP and available cash
provide the Company adequate financial flexibility and liquidity to pay its
suppliers and meet customer expectations. Fruit of the Loom filed a
voluntary petition under Chapter 11 of the U.S. Bankruptcy Code on December
29, 1999 and is currently working through its restructuring in bankruptcy
proceedings.

                          Restructuring Update

Dennis Bookshester, Chief Executive Officer commented: "The Company's focus
on improving production processes and implementing cost and quality
controls has resulted in increased manufacturing efficiencies, improved
material utilization, product quality, reduced manufacturing costs and
improved order fill rates. At the same time, we continue to focus on
reducing selling, general and administrative expenses to further improve
our cost competitiveness. Selling, general and administrative expenses for
the nine months ended September 30, 2000 were approximately $80 million
lower than the corresponding period in 1999 and, as a percentage of net
sales, decreased from 19.5% in 1999 to 15.3% in 2000.

Lower manufacturing and operating costs resulted in improved financial
performance in the third quarter of 2000 and the Company's continuing focus
on managing and controlling inventories helped reduce working capital. The
Company continues to evaluate production capacities and may reduce
production capacities in light of potential decreases in future sales
demand. Any further reduction in production capacities may have a material
adverse effect on future results of operations due to the incurrence of
one-time costs.

Our top priorities include continued reduction of manufacturing and
operating costs, maintaining excellent service levels and increasing sales
and market share. I am proud of the contributions made by all of Fruit of
the Loom's employees to improve the Company's performance. "


GLOBAL OCEAN: Company Secures Approval of its Disclosure Statement
------------------------------------------------------------------
Global Ocean Carriers Limited (OTC Bulletin Board: GLOC) announced that the
Court before which its reorganization proceedings are pending has approved
the Disclosure Statement that will accompany Global's revised Plan of
Reorganization and that the Company intends to mail the Disclosure
Statement and the revised Plan next week. The Company also reported that
the Official Committee of Creditors, which includes institutional and
private investors appointed by the U.S. Trustee, had agreed to support
Global's Plan and would recommend that Noteholders vote in its favor.

The Ad Hoc Committee of Noteholders, whose members hold $98 million of the
$126 million of Notes outstanding, have also approved Global's Plan of
Reorganization and would similarly recommend it to all Noteholders.

An objecting creditor will also send its own plan to Noteholders although
this plan has received neither the Official Committee's endorsement nor the
recommendation of the Ad Hoc Committee.

In order to expedite the reorganization process, Global had earlier agreed
to waive its exclusive right to submit a revised plan of reorganization and
to allow the objecting creditor to submit its competing plan and disclosure
statement.

For further information contact Peter Evensen at The Chase Manhattan Bank
at 212-270-0916.


GLOBESET: Lays Off 300 Workers, Stops Operations & To File for Bankruptcy
-------------------------------------------------------------------------
Ted Hughes of LocalBusiness.com in Austin reports that e-commerce software
maker Globeset sending home its 300 workers and shutting down its
operations.  During a closed-door meeting held last Monday, employees were
told that all the workers laid off will be paid till Nov. 1.  Human
resources manager Debbie Rourke relayed a short message to a
LocalBusiness.com reporter coming from CEO Jack Antonini: "No comment."
Also rumor has it that Globeset is planning to file for Chapter 11
protection in short order.  The company's knows investors are Chase
Manhattan, Deutsche Bank and Tandem computers.

Mr. Hughes recalled that the company intended to free up cash by laying off
34 workers in Austin and Dallas three weeks ago.  Those layoffs were
insufficient to turn the tide.  


GREATE BAY: Intends to Propose Plan for Claridge Hotel and Casino
-----------------------------------------------------------------
The Sands Hotel & Casino announces that GB Holdings, Inc., the parent
company of the Sands Hotel & Casino, intends to file a plan of
reorganization and related disclosure statement in the bankruptcy cases
involving the Claridge Hotel and Casino located in Atlantic City, New
Jersey. Alfred J. Luciani, the President and CEO of the Sands said, "We
intend to propose a transaction that will be beneficial to the Sands
stockholders and the Claridge and would permit the combined companies to go
forward as strong competitors. The precise terms of our plan are currently
under consideration, but we are committed to making a proposal before the
November 13 deadline established by the bankruptcy court."

Luciani stated that he anticipated that the regulatory approvals necessary
for the acquisition could be obtained expeditiously. "GB Holdings, which is
currently licensed to own the Sands Hotel & Casino, would not face the type
of opposition based on economic concentration, as would be inherent in an
application by a large, multiple-licensed casino operator in Atlantic
City."


HARNISCHFEGER INDUSTRIES: Agrees to Modify Stay for Wassau-Insured Claim
------------------------------------------------------------------------
The Debtors consent to modification of the automatic stay to permit David
and Jill McDonnell to continue prosecution of their prepetition lawsuit
against Harnischfeger Industries, Inc., (Civil Action No. 99-C-121),
pending before the Circuit Court of Monongahela County, West Virginia.
The lawsuit contends that Mr. McDonnell was injured while operating a
motor vehicle in the course of his employment. The parties predict a 3-4
day trial will occur in approximately 9 months. Modification of the stay
is limited to liquidation of the McDonnell's claims and recovery from
insurance policies underwritten by Wassau Insurance Corporation. The
Plaintiffs agree to withdraw all proofs of claim filed in the Debtors'
chapter 11 cases. (Harnischfeger Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


IRIDIUM, LLC.: Iridium Satellite Brings a $25 Million Offer to the Table
------------------------------------------------------------------------
After searching for a qualified buyer for its assets for the last 17
months, Iridium LLC has finally submitted a purchase offer for bankruptcy
court approval that it deems acceptable, according to a newswire report.
According to filings made with the U.S. Bankruptcy Court in Manhattan, a
Delaware entity known as Iridium Satellite LLC submitted a $25 million
offer for the former satellite telecommunication provider's assets after
months of negotiations. Of the $25 million purchase price, Iridium
Satellite would pay $6.5 million in cash and $18.5 million in senior
unsecured convertible debt securities, which will provide deferred cash as
well as a 5 percent equity stake in Iridium Satellite.

Iridium is still accepting competing bids for the assets. The company's
motion notes that competing bidders must state their intent to Iridium
before the Nov. 8 sale hearing. Competing bids must contain a cash
component of at least $7.5 million, matching Iridium Satellite's offer,
plus the up to $1 million break-up fee the bidder would be entitled to if
Iridium selects a third-party bid. Iridium and eight affiliates on Aug. 23
filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court in
Wilmington, Del. The company had $3.4 billion in assets and $4.2 billion in
debts as of Sept. 30, 1999. (ABI, 31-Oct-00)


JITNEY JUNGLE: Bruno's Announces Agreement To Purchase 17 Supermarkets
----------------------------------------------------------------------
Bruno's Supermarkets, Inc. announced that it has entered into an agreement
to purchase 17 supermarkets from Jitney-Jungle Stores of America, Inc. and
its wholly owned subsidiary, Delchamps, Inc. The supermarkets to be
purchased include 12 in Alabama, four in Florida and one in Mississippi.

In addition, Bruno's will purchase three liquor stores in Florida and two
gas stations -- one in Alabama and one in Mississippi -- from Jitney
Jungle. A list of the stores to be purchased by Bruno's is attached.

Fifteen of the supermarkets to be acquired by Bruno's are currently
operated under the Delchamps name, and two are operated under the Jitney-
Jungle name. Bruno's currently operates stores primarily under the Bruno's,
Food World and Food Fair formats. Following the completion of the
acquisition, Bruno's will convert each of the stores into one of its
formats.

Jitney-Jungle is currently operating as a debtor-in-possession under
Chapter 11 of the United States Bankruptcy Code. The completion of the
acquisition is subject to a number of conditions, including the approval by
the United States Bankruptcy Court for the Eastern District of Louisiana.
James A. Demme, President and Chief Executive Officer of Bruno's, said,
"This acquisition will enable us to strengthen our business and achieve
economies of scale in our core markets. It also gives us the opportunity to
serve several new communities. We look forward to providing new shopping
alternatives to our existing customers and to serving new customers in the
communities where we do not already have stores."

Demme added, "The purchase of these stores is consistent with our long-
term strategic objective to grow our business through select acquisitions
and through continued improvements in our existing stores."

Bruno's has agreed to accept employment applications from all of the
employees at each of the stores to be acquired from Jitney-Jungle. "We look
forward to welcoming these new employees to the Bruno's family," Demme
said.


JITNEY JUNGLE: Winn-Dixie Extends Offer for Grocery, Fuel & Liquor Stores
-------------------------------------------------------------------------
Winn-Dixie Stores, Inc. (NYSE: WIN) announced an agreement with Jitney-
Jungle Stores of America, Inc. and related companies under which Winn-Dixie
plans to purchase 72 grocery stores, 32 fuel centers and 2 liquor stores.
The Jitney-Jungle companies, headquartered in Jackson, Mississippi,
have been operating under Chapter 11 of the Bankruptcy Code, since October
12, 1999.

Fifty-five of the grocery stores are located in Mississippi, eleven in
Alabama, three in Louisiana and three in Florida. Most of the stores will
become part of Winn-Dixie's Louisiana division and will be serviced from
the Hammond Retail support facility, which currently has excess capacity.
Most of the stores will continue to operate under their current Jitney
Jungle, Jitney Premier, Sack & Save, MegaMarket, Delchamps and Pump & Save
banners. Average size of the stores is approximately 34,300 square feet.
Winn-Dixie will interview all of the employees at the stores to be acquired
and plans to hire substantially all of the 5,600 retail employees at these
stores.

Winn-Dixie has agreed to pay approximately $85 million plus inventory for
the stores which currently generate approximately $650 million in annual
sales. When completed, the transaction is projected to generate additional
annualized earnings per share of 12 to 14 cents beginning in the Company's
fourth fiscal quarter. Closing is planned for January of 2001 subject to
receipt of bankruptcy court and governmental approvals.

"This acquisition is a very good strategic fit for Winn-Dixie," said Allen
R. Rowland, Winn-Dixie President and Chief Executive Officer. "These stores
will give us good market share in a new geographic area. Adding excellent
retail store management and employees to our Company is also exciting. The
synergies of the excess capacities of our Hammond, LA retail support center
and our manufacturing operations and Winn-Dixie's buying power should
provide positive results for the Company."

Winn-Dixie Stores, Inc, (NYSE: WIN), is one of the nation's largest
supermarket retailers, with over 1,000 stores in 14 states and the Bahamas.
2000 marks the Company's 75th anniversary. For more information on Winn-
Dixie, visit its official website at http://www.winn-dixie.com.


KENETECH CORPROATION: Merger Pact Offers $1.04 in Cash Per Share
----------------------------------------------------------------
Kenetech Corporation has entered into an agreement and plan of merger with
KC Holding Corporation and KC Merger Corp. Under the terms of the merger
agreement, KC Merger Corp. will commence a cash tender offer for all of
the issued and outstanding shares of common stock of Kenetech at a price of
$1.04 per share. Following the purchase of shares under the tender offer,
KC Merger Corp. will merge with and into Kenetech and Kenetech
will become a wholly-owned subsidiary of KC Holding Corporation. In the
merger, the remaining stockholders of Kenetech will become entitled to
receive the per share consideration paid in the tender offer. KC Holding
Corporation is a subsidiary of ValueAct Capital Partners, L.P., and KC
Merger Corp. is a subsidiary of KC Holding Corporation. Mark D. Lerdal,
Chairman of the Board, Chief Executive Officer and President of Kenetech,
has agreed with KC Holding Corporation and KC Merger Corp. not to tender
any of the shares of Kenetech common stock held by him. Mr. Lerdal has
agreed with KC Holding Corporation to contribute his shares to KC Holding
Corporation in exchange for shares of capital stock in KC Holding
Corporation.

The Board of Directors of Kenetech, based on the recommendation of a
Special Committee consisting of independent members of the Board of
Directors, has approved the tender offer and the merger and recommended
that stockholders accept the offer.

The tender offer is subject to customary terms and conditions, including
the tender of 85% of the outstanding shares of common stock (excluding
those shares held by Mr. Lerdal), determined on a fully diluted basis. It
is anticipated that the transaction will be completed by the end of 2000.

Notwithstanding its recommendation and consistent with the terms of the
merger agreement, the Special Committee of the Board of Directors requested
that the Special Committee's financial advisor, Houlihan Lokey Howard &
Zukin Financial Advisors, Inc., be available to receive unsolicited
inquiries from any other parties interested in the possible acquisition of
Kenetech. If the Special Committee or Kenetech's Board of Directors, after
consultation with its independent legal counsel, determines that taking
such actions is appropriate in light of its fiduciary duties to Kenetech
stockholders under applicable law, Kenetech may provide information to and
engage in discussions and negotiations with other such parties and take
other appropriate actions in connection with any indicated interest.

Kenetech has historically been involved in the development and management
of independent power projects. The company is currently participating with
other parties in developing two electric generating facilities and one
oriented strand-board facility.

ValueAct Capital Partners, L.P., is a San Francisco-based investment
partnership formed to make minority investments, and a select number of
control investments, in small-capitalization public companies.


LACLEDE STEEL: Announces Court Approval of 2nd Amended Disclosure Statement
---------------------------------------------------------------------------
Laclede Steel Co. won court approval of the disclosure statement for its
second amended plan of reorganization following a hearing on last week.
Counsel for the steel products company told Daily Bankruptcy Review that
there were no real objections to the disclosure statement. The creditors
committee supports the plan, as well as the proposed sale of the company's
Laclede Mid-America Inc. unit to Leggett & Platt Inc., counsel added. (ABI,
31-Oct-00)

The Oct. 2 TCR reported on the St. Louis-based steel firm submitting a new
plan to emerge from bankruptcy. Laclede filed for bankruptcy protection
under Chapter 11 in November of 1998. The plan gives its largest creditor,
the Pension Benefit Guaranty Corp., 47% stake after the company
reorganizes.


LOEWEN GROUP: Sale of Three Indiana Facilities Fetches $11 Million
------------------------------------------------------------------
As part of the Company's Disposition Program, Loewen (Indiana), L.P. and
New Crown Cemetery Company, Inc. sought and obtained the Court's authority
to sell the funeral home and cemetery businesses, and related assets used
in the operation of the businesses, clear of liens, claims and
encumbrances, at:

(1) Loewen (Indiana), L.P.
       d/b/a Cresthaven Funeral Home (C) (No. 3058)
       Route 11, Post Office Box 356, Bedford, Indiana 47421

(2) Loewen (Indiana), L.P.
       d/b/a Cresthaven Funeral Home & Cemetery, Inc. (No. 2082)
       Route 11, Post Office Box 356, Bedford, Indiana 47421

(3) New Crown Cemetery Company, Inc.
       d/b/a New Crown Cemetery (No. 5733)
       2101 Churchman Avenue
       Indianapolis, Indiana 46203-3046

The Debtors will assume and assign related unexpired leases and contracts
including 6 trust management agreements plus other contracts for
equipment, supplies and service.

The Debtors contemplate to sell the businesses to the Initial Bidder,
Futura Group, L.L.C., including substantially all personal property at the
locations and used in connection with the businesses for a Purchase Price
of $11,000,000 less the amount paid by the Initial Bidder under the Neweol
Purchase Agreement, subject to higher and better offers.

Pursuant to the Purchase Agreement between the Debtors and the Initial
Bidder, all accounts receivable, transferable permits relating to the
businesses conducted at the Sale Locations will be transferred to the
Initial Bidder. The Initial Bidder also agrees to assume all of the
Selling Debtors' rights and obligations under the Assignment Agreements.

In accordance with the Net Asset Sale Proceeds Procedures, the Debtors
will use the proceeds generated to repay any outstanding balances under
the Replacement DIP Facility and deposit the net proceeds into an account
maintained by LGII at First Union National Bank for investment, pending
ultimate distribution on court order. Funds necessary to pay bona fide
direct costs of a sale may be paid from the account without further order
of the Court. The deposit will not include the portion of the Purchase
Price allocated to Neweol under the Neweol Purchase Agreement with respect
to accounts receivables. The amount of such portion will be determined
prior to closing and will be paid to Neweol.

The Selling Debtors believe that the Purchase Agreement complies fully
with the conditions and guidelines set forth in the Disposition Order and
the proposed sale is in the best interests of their respective estates and
creditors.

The Court's Order of approval provides that the Objections, to the extent
not otherwise resolved, are overruled in their entirety. (Loewen Bankruptcy
News, Issue No. 28; Bankruptcy Creditors' Service, Inc., 609/392-0900)


METALLURG, INC.: Repurchases $76 Million of Senior Notes for $20 Million
------------------------------------------------------------------------
On October 17, 2000, Metallurg, Inc. purchased $76,065,000 in face amount
of its parent company's, Metallurg Holdings, Inc., 12.75% Senior Discount
Notes due 2008 for approximately $20 million in cash. The notes were
purchased on the open market in several separately negotiated transactions.
Consent to the transaction from the company's bank group under its Amended
and Restated Loan Agreement, dated October 29, 1999, previously had been
obtained.


MICROAGE, INC.: The Highest Offer Isn't Always the Best
-------------------------------------------------------
Support Technologies Inc., Dow Jones reports, submitted the highest bid at
an auction held for the call-center operations of MicroAge, Inc.  Even
though the $11.4 million bid was the highest, it still wasn't the best.
MicroAge lawyers favored more the rival's bid from its, ULA LLC, even if it
was a $100,000 less.  Lawyers preferred more ULA's cause it might have less
litigation expenses. The Honorable Judge Charles Case intends to review the
matter again and may allow Support Tech. to increase its bid to cover
litigation risks.


NATIONAL STEEL: Moodys Downgrades Senior Ratings & Says Negative Outlook
------------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of National Steel
Corporation (senior to B2 from Ba3). The downgrade is based on the impact
of weak steel market conditions on current operating performance, projected
weakness in debt protection measurements, and limited prospects for a near-
term recovery in steel prices. The rating also considers the company's
position in the domestic integrated steel sector, a growing proportion of
value-added shipments, cost reduction efforts, and potential support
embodied in the majority ownership position of NKK Corporation. National
Steel has stated that it is in discussions with its banks to amend or
suspend financial covenants in its inventory agreement to enable compliance
through the year 2001. The outlook is negative, based in part on the need
to successfully conclude these discussions.

Ratings downgraded are:

National Steel Corporation---senior secured first mortgage notes to B2 from
Ba3; senior implied rating to B2 from Ba3; senior unsecured industrial
revenue bonds (backed) to B3 from B1; senior unsecured issuer rating to B3
from B1.

The domestic steel market has been characterized by significant pricing
volatility and increasing oversupply in recent years. Reflecting this
volatility, hot rolled coil prices have fallen by approximately $80/ton, or
25%, in the past few months. As a mid-size integrated producer with a
relatively fixed cost structure and exposure of about 50% of sales to spot
market pricing, National Steel has seen operating performance and debt
protection measures erode materially in the past quarter. Both pricing and
volume declined versus the prior and year-earlier quarters. The company's
LTM interest coverage and leverage declined during the quarter, but were in
compliance with covenants at the end of September. However, absent a near-
term recovery in steel pricing, these measures could fall below required
levels in the fourth quarter. In particular, a covenant violation under the
inventory agreement is an event of default that would prohibit further
borrowings under the facility. Thus, the company could require a waiver of
or amendments to covenants to avoid a technical default. Non-compliance
with covenants in the company's first mortgage bonds is not an event of
default, but places restrictions on additional debt. As of September,
National Steel had available liquidity of nearly $250 million, $200 million
of which is represented by the inventory facility.

Steel market conditions are not expected to improve in the near future.
Imports are on a pace to approach the 1998 record, inventories are high
throughout the supply chain, and production capacity has increased
substantially in recent years. Finally, the economy shows signs of slowing,
signaling a potential decline in steel demand from the current high level.
Even assuming that imports slow (as suggested by September data),
production is curtailed (domestic capacity utilization has fallen below
80%) and inventories start to decline, a significant reversal in pricing
seems unlikely to occur before mid-2001. Finally, contracts currently being
negotiated for 2001 are expected to show a price decline of 1-2%. Taking
these factors into account, as well as ongoing negotiations regarding
covenant modifications, the rating outlook is negative. However,
stabilization and reversal of current market trends, successful
negotiations with bank creditors and development of additional sources of
liquidity could stabilize the rating at the current level.

National Steel Corporation, based in Mishawaka, Indiana, had revenues of
$2.8 billion in 1999.


OWENS CORNING: Court Okays Continued Use of Prepetition Business Forms
----------------------------------------------------------------------
Judge Walrath granted the Debtors authority to continue using all of their
Prepetition Business Forms (including, without limitation, letterheads,
purchase orders, invoices and checks) without the requirement that those
forms bear a "Debtor-in-Possession" legend. Parties doing business with
the Debtors will undoubtedly be aware, Owens Corning argues, as a result of
the size and publicity of these cases, of the Debtors' status as chapter
11 debtors-in-possession. (Owens-Corning Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


PARAGON TRADE: Announces Operating Results for Quarter Ending Sept. 24
----------------------------------------------------------------------
Paragon Trade Brands, Inc. (OTC Bulletin Board: PGTR) announced its
results for the quarter ended September 24, 2000. Paragon reported net
sales for the quarter of $135.8 million compared to $125.0 million for the
third quarter of 1999, an increase of 9 percent. Earnings from continuing
operations before interest, taxes, depreciation and amortization and
bankruptcy costs (EBITDA), adjusted for non-recurring items, for the third
quarter totaled $15.6 million compared to $8.5 million for the third
quarter of 1999. Third quarter operating profit, adjusted for non-recurring
items, totaled $9.5 million compared to an operating profit, adjusted for
non-recurring items, of $1.6 million for the third quarter of 1999. Non-
recurring items in 2000 of $2.0 million relate primarily to severance costs
to former senior management. In 1999, the non-recurring item of $1.5
million related to plant closure expenses.

Earnings from continuing operations were $3.8 million in the current year
compared to a loss of $1.6 million in 1999. Earnings from operations of
$3.8 million in conjunction with operating losses and exit costs for the
discontinued feminine care segment totaling $18.9 million resulted in a net
loss of $15.1 million, compared to a net loss of $5.2 million in 1999.

For the nine months ended September 24, 2000, the Company reported net
sales of $389.8 million compared to net sales of $363.5 million for the
same period last year, an increase of 7 percent. EBITDA, adjusted for non-
recurring items, for the nine months ended September 24, 2000, totaled
$40.9 million compared to $19.1 million for the same period last year.
Operating profit adjusted for non-recurring items, for the nine months
totaled $23.4 million compared to an operating loss, adjusted for non-
recurring items, of $5.2 million for the nine months of 1999. Non-recurring
items in 2000 of $5.5 million relate primarily to severance costs to former
senior management. In 1999, non-recurring items of $ 1.5 million related to
plant closure expenses. Loss from continuing operations was $0.4 million in
the current year compared to a loss of $10.7 million in 1999. Net income
through the first nine months of 2000 totaled $96.9 million, predominately
driven by the discharge of debt in the bankruptcy proceedings, compared to
a net loss of $20.8 million for the same period of 1999.

Commenting on the third quarter results, Chairman and Chief Executive
Officer Michael Riordan noted, "Our decision to exit the feminine care
business and focus our energy and resources on our core pant and diaper
products is validated by the strength of our third quarter results.
Although our current quarter results for net income were negatively
impacted by the write-offs related to our exit of the feminine care
business, we believe that the continuing growth in sales and operating
profits will translate into ongoing future earnings growth and an
increasing enterprise value for our stakeholders.

With nine-month EBITDA from continuing operations more than double the
prior year and sales up from the second quarter as well as on a year-to-
year basis, we look forward to continuing this trend into a strong fourth
quarter and anticipate increasing profitability in 2001."

Mr. Riordan added, "We are also pleased to announce that David Nicholson
has joined Paragon as Senior Vice President and Chief Financial Officer.
With more than 23 years of both domestic and international experience and
an outstanding record of achievement in both the public accounting and
corporate financial management sectors, David brings with him the
professional and team building skills that we believe will further enhance
the dramatic turnaround that Paragon has experienced since its emergence
from Chapter 11 earlier this year."

Paragon Trade Brands is the leading manufacturer of store brand infant
disposable diapers in the United States and, through its wholly owned
subsidiary, Paragon Trade Brands (Canada) Inc., is the leading marketer of
store brand infant disposable diapers in Canada. Paragon manufactures a
line of premium and economy diapers and training pants, which are
distributed throughout the United States and Canada, primarily through
grocery and food stores, mass merchandisers, warehouse clubs, toy stores
and drug stores that market the products under their own store brand names.
Through its international joint ventures, Paragon is also a leading
supplier of infant disposable diapers and other absorbent personal care
products in Mexico, Argentina, Brazil and China.


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

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

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

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

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


RITE AID: Shareholders to Convene for Annual Meeting on December 6, 2000
------------------------------------------------------------------------
Rite Aid Corporation is announcing its annual meeting of stockholders for
fiscal year 2000 to be held : December 6, 2000 at 2:00 p.m., local time, at
the Radisson Penn Harris Hotel & Convention Center, 1150 Camp Hill Bypass,
Camp Hill, Pennsylvania.

At the meeting the company will ask its stockholders to:

1. Elect three directors to hold office until the 2003 Annual Meeting of
    Stockholders and until their respective successors are duly elected and
    qualified;

2. Approve, ratify and adopt the Rite Aid Corporation 2000 Omnibus Equity
    Plan;

3. Consider a stockholder proposal requesting the Board of Directors to
    arrange for the prompt sale of Rite Aid Corporation to the highest
    bidder;

4. Consider a stockholder proposal requesting Rite Aid Corporation's
    management to prepare and make public an employment diversity report;

5. Consider a stockholder proposal requesting the elimination of the
    classified structure of the Board of Directors; and

6. Transact any other business which is properly presented.

Only stockholders of record at the close of business on October 11, 2000
will receive notice of, and be eligible to vote at, the annual meeting.


SAFETY-KLEEN: Proposes Compromise of Reliance National Coverage Dispute
-----------------------------------------------------------------------
The Debtors, represented by David S. Kurtz and J. Gregory St. Clair, of the
firm of Skadden, Arps, Slate, Meagher & Flom, have filed a motion
requesting that the Bankruptcy Court authorize and approve a settlement
agreement between Safety-Kleen (Consulting), Inc., f/k/a ViroGroup, and
Reliance National Indemnity Co.. The Movants assert that this settlement,
if approved, would resolve certain insurance coverage disputes related to
claims asserted against ViroGroup by the United States Environmental
Protection Agency.

Prior to commencement of its Chapter 11 cases, the Debtor had obtained a
policy providing general environmental liability and general liability
coverage from Reliance. The EPA has made claims against those policies
based on environmental cleanup and remediation of the Florida Petroleum
Reprocessors Site. ViroGroup was represented in these claims by in-house
counsel and by the firm of Greenberg Traurig, P.A, and employed several
environmental and engineering consultants to assist in its defense.
Subsequently a dispute arose between ViroGroup and Reliance concerning
coverage for ViroGroup's defense costs, including attorney's fees, salary
charges for ViroGroup's regular employees, and fees and expenses of
supervisory personnel retained by ViroGroup.

If the settlement is approved by the Court, the following terms will be
effective:

    (A) Reliance will retain Greenberg Traurig as counsel to defend
        ViroGroup. The fees and expenses previously charged to the Debtor
        by the law firm will be considered a covered expense under the
        policies, and will erode ViroGroup's $250,000 self-insured retention
        under the policies. As of March 31, 2000, these fees and expenses
        totaled $69,078.00. However, the fees charged by Greenberg Traurig
        in pursuit of coverage for ViroGroup will not constitute claims
        expense, and will not be recoverable by ViroGroup.

    (B) Reliance will have the right, under certain conditions and in its
        discretion, to replace Greenberg Traurig as defense counsel for
        ViroGroup upon 30 days' prior notice to ViroGroup. ViroGroup may
        object to a proposed replacement and continue to be represented by
        Greenberg Traurig, but in this event ViroGroup's fees and expenses
        charged it by Greenberg Traurig will no longer be considered a
        claims expense covered by the policies.

    (C) A portion of the direct labor costs and overhead of the ViroGroup
        consultants incurred prior to the settlement agreement will be
        deemed to be a covered claims expense under the policies. As of
        March 31, 2000, these expenses totaled $23,369.21. However, after
        the date of the settlement agreement no further such costs or
        overhead will be a covered claims expense absent the prior written
        approval of Reliance.

    (D) The fees and expenses already paid by ViroGroup on account of the
        Florida Petroleum Reprocessors Site will be deemed a covered claims
        expense. As of March 31, 2000, this amount was $89,400.

    (E) ViroGroup and Reliance will mutually release the other from any and
        all liability with respect to EPA claims made under the
        Comprehensive General Liability policies.

The Debtors have stated that, should the Court not approve this settlement
on the terms stated, the Debtors expect that Reliance would continue to
disclaim coverage for the fees and expenses charged by Greenberg Traurig as
well as those of the consultants and in-house legal personnel employed by
the Debtor. Litigation of this dispute would be costly, and would divert
the attention of the Debtors and their employed professionals from other
critical aspects of the Debtors' rehabilitation efforts. Because many of
the issues in this dispute are fact-driven, there would be no certainty
that the Debtor would prevail, or that the ultimate judicial outcome would
be materially different from the proposed settlement terms.

The Debtors have also requested that the Court permit limited notice of the
terms of the settlement agreement, with notice being given only to the
United States Trustee, the attorneys for the Debtors' prepetition and
postpetition lenders, the attorneys for the Creditors' Committee, the
attorneys for Reliance, and all parties that have filed written requests
for notice. The Debtors assert that this limited notice will provide
timely advice to the major creditor constituencies and those persons most
interested in these cases. (Safety-Kleen Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


TRI VALLEY: Co-Op Representatives Goes To Court To Discuss Severance Deal
-------------------------------------------------------------------------
Representatives of the Tri-Valley Growers Cooperative return to bankruptcy
court to discuss a controversial severance package. The northern California
cooperative applied for bankruptcy last July with a debt of more than $400
million. Growers who belong to Tri-Valley have lost about $140 million.
But, at the same time, a judge has approved a $12 million bonus package for
co-op employees. Among them are Tri-Valley's CEO, who could pocket $750,000
in severance, plus a bonus of up to $600,000. (ABI, 31-Oct-00)

                                *********

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.

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