TCR_Public/001103.MBX              T R O U B L E D   C O M P A N Y   R E P O R T E R

                 Friday, November 3, 2000, Vol. 4, No. 216

                                Headlines

AHERF: Trustee & Creditors Seek Postponement Of Reorganization Plan
AMERICAN AIRCARRIERS: Nasdaq Halts Trading Pending Receipt of Information
BOO.COM: Case Summary and 20 Largest Unsecured Creditors
COLLEGECLUB.COM: Announces Completion of Acquisition of Student Advantage
COMMODORE APPLIED: Board Okays Acquisition of Dispute Resolution Management

DECORA INDUSTRIES: Announces Delay of $112.7 Million Interest Payment
DRYPERS CORPORATION: Court Approves Fleet-Led $25 Million DIP Financing
FARMERS COOPERATIVE: Computer Malfunction Delays Filing of Schedules
FREEINTERNET.COM: NetZero Announces Asset Acquisition Of Internet Provider
GOLDEN STAR: Bulk Sampling in French Guiana Mines Disappointing

HARNISCHFEGER INDUSTRIES: Assuming Century II Subscription Agreement
HARVARD INDUSTRIES: Shuttering Pottstown, Pa., Casting Plant
INTEGRATED HEALTH: Employs Tucker Alan as Consultant for Vinick & Docherty
J.B. HUNT: Moody's Places Ratings Under Review For Possible Downgrade
LEINER HEALTH: Moody's Lowers Ratings on Senior Notes Due 2007 to Caa1

LEVITZ FURNITURE: Confirmation Hearing Scheduled for December 8
LOEWEN GROUP: Accepts $660,000 Offer for Monument Hill Memorial Park
MEDICAL ARTS: Laboratory in Oklahoma City Files for Bankruptcy Protection
OWENS CORNING: Status Quo Maintained re Credit Suisse & 47 Bank Lenders
PENNZOIL-QUAKER: Moody's Reviews Ratings for Possible Downgrade

PREMIER LASER: Completes Sale of Ophthalmic Laser Division to SurgiLight
RELIANCE GROUP: Moody's Lowers Ratings To Ca & Ba3; Outlook Still Negative
RIDGEVIEW, INC.: Closing Finishing Plant Located in Mebane, N.C.
SAFETY-KLEEN: Proposed EPA Compliance Schedule Draws Fire from Committee
SCOUR, INC.: Listen.com Agrees To Purchase Assets on Undisclosed Terms

TRI VALLEY: Court Delays Decision on Bonus Package Board Didn't Approve
UNIVERSAL BROADBAND: Files for Chapter 11 Protection with 4 Subsidiaries
UNOVA, INC.: Fitch Downgrades Senior Notes to BB-; Ratings Watch Evolving
UPRITE REALTY: Case Summary and 8 Largest Unsecured Creditors

* BOOK REVIEW: Titans of Takeover

                                *********

AHERF: Trustee & Creditor Seeks Postponement Of Reorganization Plan
-------------------------------------------------------------------
According to reports in the Pittsburgh Post-Gazette, Companies and
individuals owed money by the bankrupt Allegheny Health, Education and
Research Foundation will most likely wait longer for a settlement of their
claims. AHERF's court-appointed bankruptcy trustee and its creditors are
expected to seek U.S. Bankruptcy Judge M. Bruce McCullough's permission to
postpone the foundation's reorganization for a few more weeks. The court
was expected to approve AHERF's plan of reorganization at a hearing this
week, but will instead hear a joint request from creditors and the trustee
for more time to work out details of the plan.  (New Generation Research,
Inc. 01-Nov-00)


AMERICAN AIRCARRIERS: Nasdaq Halts Trading Pending Receipt of Information
-------------------------------------------------------------------------
The Nasdaq Stock Market(SM) announced that trading was halted in American
Aircarriers Support, Inc. (Nasdaq: AIRS) for, "additional information
requested" from the company at a last price of 9/16.  Trading will remain
halted until American Aircarriers Support has fully satisfied Nasdaq's
request for additional information. AAS recently filed for Chapter 11 in
the District of Delaware. The company's petition filing posted assets of $
131 million over $ 102 million of liabilities. The filing was assigned to
case no. 00-04065 and is being handled by the Honorable Judge Arthur J.
Gonzales.


BOO.COM: Case Summary and 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Boo.com North America Inc.
         435 Hudson Street, 7th Floor
         New York, NY 10014
         (212) 651-5859

Chapter 11 Petition Date: October 31, 2000

Court: Southern District of New York

Bankruptcy Case No.: 00-15123

Debtor's Counsel: Howard J. Berman, Esq.
                   Greenberg Traurig
                   153 East 53rd Street
                   New York, NY 10022
                   Tel:(212) 801-9223
                   Fax:(212) 223-7161
                   Email: bermanh@gtlaw.com

Total Assets: $    890,005
Total Debts : $ 15,917,311

20 Largest Unsecured Creditors

CDNOW, Inc                   trade debt             $ 230,273

Response Media
  Products, Inc.              trade debt             $ 149,830

Helly Hansen                 trade debt              $ 90,285

Globix Corporation           trade debt              $ 74,553

American Express             trade debt              $ 56,581

FILA                         trade debt              $ 46,129

City of Hope                 trade debt              $ 40,000

MCI WorldCom                 trade debt              $ 39,025

Robinson Lerer &
  Montgomery                  services                $ 38,337

Korn/Ferry Int'l             services                $ 37,332

Hollywood Stock
  Exchange                    trade debt              $ 25,000

Online Partners.com,
  Inc.                        trade debt              $ 20,000

UPS Customhouse
  Brokerage, Inc.             trade debt              $ 16,436

Salon, Inc.                  trade debt              $ 15,000

Alpha Dog
  Productions, Inc.           trade debt              $ 13,908

Productopia, Inc.            trade debt              $ 11,946

Mediapolis, Inc.             trade debt              $ 11,800

Alliance Builders Corp.      trade debt              $ 11,125

Royal Elastics               trade debt              $ 10,720

Frenkel & Co.                workers comp
                               premium audit          $ 10,060


COLLEGECLUB.COM: Announces Completion of Acquisition of Student Advantage
-------------------------------------------------------------------------
Student Advantage, Inc., (Nasdaq: STAD), the leading media and commerce
connection for college students and the businesses and universities that
serve them, announced it has completed the acquisition of CollegeClub.com,
a leading integrated communications and media Internet company.

The purchase price for CollegeClub.com consisted of $7.5 million in cash
and approximately 1.3 million shares of Student Advantage common stock and
the assumption of certain liabilities.

Student Advantage announced Monday it has secured $10 million in equity
financing which includes a minority investment from Excite@Home and an
existing institutional investor.

On August 22, Student Advantage announced that it had signed a definitive
agreement to purchase substantially all of the assets of CollegeClub.com
and certain affiliates that had filed for protection under Chapter 11 of
the federal Bankruptcy Code on August 21. The sale to Student Advantage was
approved on October 19 by the Federal Bankruptcy Court in Southern
California.

CollegeClub.com will retain its name and brand identity and will operate as
a division of Student Advantage, Inc. The assets of eStudentLoan LLC,
another CollegeClub.com, Inc. subsidiary, were acquired July 28 by Student
Advantage. These assets are currently being integrated into Student
Advantage's Scholarship Search and other financial aid offerings to
universities and students.

Student Advantage, Inc. (Nasdaq: STAD) is the leading media and commerce
connection for millions of college students and the businesses and
universities that serve them, and provides each with a valuable range of
products and services. Student Advantage reaches students online and
offline through its award-winning Web site, www.studentadvantage.com, and
Student Advantage(R) Membership Program. In addition, the company provides
sophisticated business-to-business marketing and events and promotion
services, and supplies information services, Internet content and data
management services to colleges and universities.

Student Advantage has proprietary commerce relationships with nearly 50
national retailers and businesses, including AT&T, Amtrak, Staples,
Textbooks.com and Tower Records, and 15,000 local participating locations
in 125 cities throughout the country.


COMMODORE APPLIED: Board Okays Acquisition of Dispute Resolution Management
---------------------------------------------------------------------------
The Board of Directors of Commodore Applied Technologies has unanimously
approved:

    o the acquisition by the company of 81% of the issued and outstanding
      shares of common stock of Dispute Resolution Management, Inc., or DRM,
      in exchange for 15,500,000 shares of Commodore's common stock and
      warrants to purchase an aggregate of an additional 1,000,000 shares of
      Commodore's common stock;

    o the issuance by Commodore of an indeterminable number of shares of its
      common stock upon conversion of its Series E convertible preferred
      stock and Series F convertible preferred stock, and upon exercise of
      warrants that were issued to The Shaar Fund Ltd. in connection with
      two private financings; and

    o the amendment of the company's certificate of incorporation to
      increase the number of authorized shares of its common stock from
      100,000,000 shares to 125,000,000 shares.

The company has described the details of the acquisition of DRM and the
private financings with The Shaar Fund, and the reasons for the proposed
amendment to its certificate of incorporation in a proxy statement sent to
its stockholders.

Holders of record of company common stock on October 2, 2000, the record
date, are entitled to vote at the special meeting of stockholders.
Commodore Environmental Services, Inc. and some of the other stockholders,
who collectively owned a total of approximately 58.1% of its outstanding
common stock as of October 2, 2000, have agreed to vote "FOR" the DRM
acquisition and the issuance of up to 16,500,000 shares of Commodore's
common stock in connection with the DRM acquisition, and "FOR" the
amendment to the company's certificate of incorporation to increase the
number of authorized shares of common stock. Accordingly, approval of both
of these proposals at the special meeting is assured.


DECORA INDUSTRIES: Announces Delay of $112.7 Million Interest Payment
---------------------------------------------------------------------
Decora Industries, Inc. (OTC BB:DECO) announced that the interest payment
on the $112,750,000 Senior Bond Indenture due on November 1, 2000 will not
be made as scheduled.

There is a provision in the indenture for a thirty-day grace period.
Decora's President and Chief Executive Officer, Ronald A. Artzer, stated,
"As had been announced earlier, the Company is working with its advisors,
Jefferies & Company, to restructure the bond indebtedness. We are
negotiating with major bondholders at this time and hope to have a
resolution in the near future."

Decora Industries, Inc. is a leading manufacturer and marketer of self-
adhesive consumer surface-covering products including the prominent brands,
Con-Tact(R) and d-c-fix(R). The Company also manufactures specialty
industrial products utilizing its proprietary pressure-sensitive, self-
adhesive release and protective coating technologies, which include
Decora's proprietary Wearlon(R) release coating system.


DRYPERS CORPORATION: Court Approves Fleet-Led $25 Million DIP Financing
-----------------------------------------------------------------------
Drypers Corporation (OTC Bulletin Board: DYPR) announced that it has
received final approval from the Bankruptcy Court for its debtor-in-
possession (DIP) financing. As previously announced, the DIP agreement
calls for Fleet Capital Corporation to provide a $25.0 million credit
facility to fund the Company's ongoing operating needs under Chapter 11 of
the United States Bankruptcy Code. Additionally, the Bankruptcy Court gave
final approval to the payment plan between the Company and The Procter &
Gamble Company which resolves the outstanding disputes and litigation
between the companies.

"We are pleased that the Court gave final approval to our post-petition
financing and the payment plan with P&G," said Walter V. Klemp, chairman
and chief executive officer of Drypers Corporation. "This brings added
clarity to our operations in and out of bankruptcy and allows us to focus
even more intensely on customer service. Support from our customers and
vendors has been tremendous. Demand for our product is ahead of
expectations right now and our people are working hard to fill orders and
rebuild inventory levels."

Drypers also announced that Terry A. Tognietti, Co-Founder and former
President of North American Operations, has stepped down from its board of
directors. Mr. Klemp said, "We greatly appreciate all that Terry has done
for the Company."

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


FARMERS COOPERATIVE: Computer Malfunction Delays Filing of Schedules
--------------------------------------------------------------------
A computer glitch has delayed the filing of the schedules in the Farmers
Cooperative Assn.'s bankruptcy case. Due to the system crash - up to 700
pages of detailed financial information - won't be filed until later this
week in U.S. Bankruptcy Court in Kansas City, Kan. The new deadline has
been extended to today.  Schedules for the Lawrence-based co-op are
expected to outline an estimated $20 million in debt. (New Generation
Research, Inc., 01-Nov-00)


FREEINTERNET.COM: NetZero Announces Asset Acquisition Of Internet Provider
--------------------------------------------------------------------------
NetZero, Inc. (Nasdaq:NZRO), a leading provider of advertising- and
commerce-supported Internet access, announced that it has completed its
previously announced acquisition of certain assets of Freei Networks, Inc.,
a national provider of free Internet access. Freei Networks, Inc., which is
also known as Freeinternet.com or Freei, filed for protection under Chapter
11 of the United States Bankruptcy Code on October 6, 2000.

Subject to the terms of the agreement, NetZero will pay Freei Networks $5
million in cash in exchange for certain key assets of Freei, including the
domain names Freeinternet.com, Freeinet.com and Freei.net; all proprietary
rights; certain tangible assets; and the transition of Freei users to
NetZero's service. Additional payments may be made under the agreement
depending on the number of Freei users that subscribe to the NetZero
service.

NetZero has reserved an account name and password for existing Freei users.
These users will, in most cases, have the opportunity through a simple
process to elect to transition to the NetZero service, while maintaining
their existing Freei email address. After Wednesday, November 1, the Freei
service will only be available to facilitate the transition of users to
NetZero's service.

Freeinternet.com launched service in December 1998 in the Seattle
metropolitan area and expanded to five major metropolitan areas in May
1999. In October 1999, the company launched service in all 50 states and
currently serves users in cities throughout North America.

The NetZero service will not be available for all Freeinternet.com users.
Users must first check local access numbers for accessibility in their
area. Freei users who are not within a NetZero service area may have their
accounts terminated. In addition, there may be limitations on the volume of
emails and other data in a Freei user's account that will be available
through the NetZero service. MAC users are not supported by the NetZero
service at this time.

NetZero, Inc. is a leading provider of advertising- and commerce-supported
Internet access offering a broad range of interactive marketing, research
and measurement solutions. NetZero offers consumers free access to the
Internet, free e-mail and customizable navigation tools that provide "speed
dial" to key sites on the Internet. Through proprietary technologies,
NetZero offers advertisers unique targeting capabilities through numerous
online advertising and sponsorship channels. The company's CyberTarget
division offers marketers and advertisers mass-scale, online market
research and measurement services.


GOLDEN STAR: Bulk Sampling in French Guiana Mines Disappointing
---------------------------------------------------------------
Golden Star Resources Ltd. and Guyanor Ressources S.A. announced the
results from the bulk sampling program undertaken by Guyanor and its joint
venture partner Rio Tinto Mining and Exploration Limited on the Dachine
Diamond project in French Guiana.

The program was designed to sample a large volume of material from various
zones of the Dachine ultramafic body to yield a parcel of diamonds in order
to confirm the presence of gem quality stones. The partners installed a
plant that processed 547.85 tonnes (dry) of weathered diamond-bearing rock
and produced 15.95 tonnes (dry) of concentrate that was forwarded to the
Nomos laboratory in Brazil for final diamond recovery and evaluation.

Diamonds were found in 18 out of 23 samples processed. Using a cut-off size
of 1 mm, grades varied from 0.06 to 10.48 carats per hundred tonnes. The
largest stones were found in the 1.7 to 2.36 mm size range, with an average
weight of 0.066 carats. However, the majority of the stones occur in the
ranges of 1 to 1.18 mm and 1.18 to 1.70 mm. Stone colors varied from white
to light brown and rarely greenish/yellow.  Stones are translucid to
transparent, but often masked by large quantities of inclusions. The
dominant shapes are irregular, with small quantities of cubic and
octahedral stones. Stones are often intensely reabsorbed.

These results are considered disappointing and no further project work is
planned at this time. Rio Tinto has advised Guyanor that, given the results
obtained, it intends to withdraw from the project and terminate their joint
venture. Guyanor will probably continue evaluating the remaining targets in
the region, notably Vitoria and Palofini, where diamonds were found early
this year.  A new exploration permit has been applied to cover these areas.


HARNISCHFEGER INDUSTRIES: Assuming Century II Subscription Agreement
--------------------------------------------------------------------
The HII and HarnCo Debtors ask Judge Walsh to authorize: (a) the
assumption of Subscription Agreement between Century II, Inc. and HarnCo
dated April 29, 1998 which relates to Century's acquisition of HarnCo's
construction equipment products business and (b) the reduction of personal
injury claims related to the business to $0.00 unless and until (i) a
court of competent jurisdiction establishes that HarnCo or HII is liable
for such Claim and (ii) neither Century nor Terex pays the claimant as an
indemnitor.

In the Debtors' business judgment, the Agreement should be assumed because
it is profitable to HarnCo and HII. Moreover, with the indemnification by
Terex Corporation (the purchaser of the business from Century), for Claims
and other things, HarnCo and HII will be able to operate without fear of
potential liability from property or personal injury Claims if the
Agreement is assumed. As a matter of fact, the Debtors tell Judge Walsh,
HarnCo has neither (a) actively defended against any indemnified matter
nor (b) paid any indemnified claim, and all litigation related to
indemnified matters was handled by, settled or paid by the indemnitor(s)
since the Agreement was consummated. Century, Terex and HarnCo have
performed the Agreement since the Petition Date, the Debtors represent.

With respect to Claims, the Debtors submit that, because they are
indemnified by Terex, if the Agreement is assumed, then the Claims should
be reduced to zero in the claims register, unless: (i) a court of
competent jurisdiction establishes that HarnCo or HII is liable for such
Claim and (ii) neither Century nor Terex pays the claimant. If both (i)
and (ii) occur, then the claimant may have its Claim reconsidered against
the relevant Debtor pursuant to 11 U.S.C. section 502(j). The Debtors
submit that this treatment is appropriate because Terex and Century are
the true parties in interest and HII's and HarnCo's estimated liability
under 11 U.S.C. section 502(c) would be zero. Nevertheless, under the
treatment, any Claimant(s) could still have the Claim(s) reconsidered if
necessary. (Harnischfeger Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


HARVARD INDUSTRIES: Shuttering Pottstown, Pa., Casting Plant
------------------------------------------------------------
Harvard Industries, Inc. (OTC Bulletin Board: HAVA) Harvard Industries,
Inc. will close its Pottstown, Pennsylvania die casting facility in 2001.
The plant operates as Pottstown Precision Casting, a wholly owned
subsidiary of Harvard.

Pottstown Precision worked diligently to restructure this business over the
past three years. Despite the cooperation of its local union, the United
Auto Workers, and substantial investments in management and the physical
plant, the Company was unable to turn the operation into a financially
viable entity. Increasing competition in the aluminum die casting arena
prevented the operation from establishing a profitable business base.
The Company will enter into discussions shortly with its principal
customers and with the United Auto Workers and local union representatives
to negotiate the schedule and effects of the shut-down


INTEGRATED HEALTH: Employs Tucker Alan as Consultant for Vinick & Docherty
--------------------------------------------------------------------------
Integrated Health Services, Inc., and its debtor-affiliates seek the
Court's authority for the employment and retention of Tucker Alan, through
their special counsel Vinick & Docherty, nunc pro tunc to May 25, 2000, for
Tucker Alan to be a Special Professional Consultant to Vinick & Docherty,
regarding certain regulatory compliance matters for the Debtors.

Tucker Alan has been engaged as a professional consultant to the Debtors
regarding regulatory compliance matters since 1998. Since the commencement
of the Debtors' chapter 11 cases, Tucker Alan has performed such services
on behalf of the Debtors or counsel as an Ordinary Course Professional. The
Debtors and their counsel anticipate that, given the extensive services
that may be required, the monthly fees and expenses of Tucker Alan are
likely to exceed the cap of $25,000 per month for Ordinary Course
Professionals.

Accordingly, the Debtors have filed a separate application for the
employment and retention of Tucker Alan although the employment is by
Vinick & Docherty and not by the Debtors directly, because the Debtors
believe it is appropriate to do so under Section 327(e) or Section 327(a)
of the Bankruptcy Code, considering that the Debtors will be paying Tucker
Alan's approved professional fees and expenses from assets of the Debtors'
estates.

The Debtors believe that the employment of Tucker Alan as a special
professional consultant is necessary for the uninterrupted and effective
continuity of IHS' operations, and Tucker Alan is both well qualified and
uniquely able to assist the Debtors' counsel as a special professional
consultant during the pendency of these Chapter 11 cases in a most
efficient and timely manner.

Tucker Alan consultants bring with them a thorough understanding of and
experience with the methodologies and complexities involved in regulatory
compliance matters, are experienced with State and Federal health insurance
programs and their regulations, government contracting matters, health care
insurance, financing, reimbursement and policy, as well as experience in
the area of health care and provider and payor compliance issues, the
Debtors tell Judge Walrath. Tucker Alan, the Debtors note, also has
significant experience working on regulatory compliance matters for
physicians, hospitals, durable medical equipment suppliers, nursing
facilities and other health care providers, both individual providers as
well as for state agencies. Moreover, Tucker Alan has become thoroughly
familiar with the regulatory compliance issues faced by many of the
Debtors' operating entities.

The Debtors tell the Judge that it is their intention that the functions to
be performed by Tucker Alan will not duplicate the functions being
performed by KPMG, or any other professionals retained in the IHS chapter
11 cases. The Debtors believe that Tucker Alan's retention will allow their
counsel to assist them in the design and implementation of changes within
the RoTech division.

Subject to the Court's approval of the employment, Tucker Alan will render
professional services in:

    (1) reviewing documentation relating to regulatory matters at various
         RoTech facilities;

    (2) conducting interviews with personel at a number of RoTech
         locations;

    (3) summarizing findings and developing recommendations;

    (4) assisting with other regulatory compliance matters as appropriate in
         the circumstances;

    (5) assisting the RoTech subsidiary with the implementation of
         recommendations;

    (6) training RoTech personnel on the appropriate use of any revised
         systems; and

    (7) reviewing RoTech's operational effectiveness after any
         implementation of recommendations.

The Debtors propose to pay Tucker Alan its hourly rates in effect from time
to time for their work and submit that such rates are reasonable. The
primary professionals presently designated to assist the Debtors' counsel,
and their current hourly rates for this assignment effective August 1,
2000, are:

         Name                         Position                 Rate
         ----                         --------                 ----
    Menenberg, Todd            Chief Operating Officer         $375
    Sreckovich, Catherine      Vice President                   375
    Bingham, Greg              Vice President                   300
    Viscur, Anne               Principal                        240
    Tomlinson, Martha          Principal                        225
    Withers, Melinda           Principal                        210
    Calvin, Patricia           Manager                          210
    Ange, Erika                Manager                          200
    Neme, Janice               Manager                          180
    Foster, Melodye            Manager/Subcontractor            175
    Gilhooly, Joan             Manager/Subcontractor            175
    Hutchins, Jennifer         Senior Consultant                150
    Starkweather, Nicole       Staff Consultant                 125
    Jordan, John               Staff Consultant                 120
    Marciano, Giovanna         Staff Consultant                 120
    Ottenbreit, David          Staff Consultant                 120
    Reams, Tamyra              Staff Consultant                 120
    Wuenbbling, Monica         Staff Consultant                 120
    June, Rebecca              Associate                         75
    Luehrs, Emily              Associate                         60
    Lai, Bordon                Associate                         60

Because of the sensitive nature of the services performed, and the
privileged nature of Tucker Alan's work product, Vinick & Docherty has
asked Tucker Alan to file only generalized versions of its detailed time
entries with its applications for compensation. The Debtors represent that
Tucker Alan will endeavor to do this in such a manner that it will not
interfere with the Court's ability to understand generally the services
performed.

The Debtors understand that Tucker Alan intends to apply to the Court for
allowance of compensation and reimbursement of expenses in accordance with
applicable provisions of the Bankruptcy Code and the Bankruptcy Rules.
Tucker Alan reserves the right to terminate its further provision of
services to the Debtors in the event Tucker Alan's fees and expenses have
not been approved for payment by the Court or have been approved but not
paid within 120 days of the filing of such an application. Tucker Alan also
reserves the right to and may seek Court approval for additional
compensation at the conclusion of its engagement if the services it renders
are of such quality and importance to the Debtors and their bankruptcy
estates as to merit additional compensation beyond the hourly rates
charged. At that time, Tucker Alan will do so on notice to interested
parties.

The Debtors report that Tucker Alan has received from the Debtors a $25,000
retainer against services to be rendered as an Ordinary Course Professional
after the Filing Date and an additional payment of $25,000 for services
rendered as an Ordinary Course Provider.

Mr. Greg S. Bingham, as an officer and shareholder in Tucker, reveals that
Tucker Alan is currently engaged by the State of New Hampshire to provide
litigation support in a case brought against the State by the New Hampshire
Health Care Association, on behalf of its 65 member nursing facilities two
or three of which are owned by the Debtors. In this capacity, it may be
necessary for Tucker Alan to review Medicaid cost reports or similar
reports maintained by the State and relating to the Debtors. Although the
Debtors have no direct involvement in the litigation, and the scope of
Tucker Alan's retention by Vinick & Doeherty on behalf of the Debtors does
not include consulting with respect to nursing facilities of any kind, Mr.
Bingham tells the Court that, Tucker Alan, in an abundance of caution, has
obtained waivers to continue this engagement for New Hampshire while
serving the Debtors in unrelated matters. Mr. Bingham also assures that, to
the extent that the review of additional documents becomes necessary,
Tucker Alan will immediately apprise the Court.

As Mr. Bingham also discloses that Tucker Alan provides consulting services
on an on-going basis to the Medicaid program for the Commonwealth of
Pennsylvania. Recently, a class of nursing home facilities in Pennsylvania,
including one named facility owned by the Debtors, has brought an action
against the Commonwealth of Pennsylvania Medicaid program. It is not now
clear what services, if any, Tucker Alan will perform for the Commonwealth
of Pennsylvania on this matter. It may he necessary for Tucker Alan to
review Medicaid cost reports or similar reports maintained by the
Commonwealth and relating to the Debtors. Again in an abundance of caution,
Tucker Alan has obtained waivers to continue this engagement for
Pennsylvania while serving the Debtors in unrelated matters. Mr. Bingham
also assures that to the extent that the review of additional documents
becomes necessary, Tucker Alan will immediately apprise the Court.

Other than these, Mr. Bingham represents, Tucker Alan holds no interest
adverse to the Debtors as to the matters for which it is to be employed,
and neither Tucker Alan, nor any officer or shareholder of Tucker Alan, is
engaged by any entity having an adverse interest to the Debtors and their
estates. Mr. Bingham submits that to the best of his knowledge, information
and belief, Tucker Alan is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b).

The Debtors submit that the appointment of Tucker Alan on the terms and
conditions as proposed is in the best interest of the Debtors, their
creditors, and all parties in interest and seek the Court's authorization
for the employment and retention of Tucker Alan accordingly. (Integrated
Health Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


J.B. HUNT: Moody's Places Ratings Under Review For Possible Downgrade
---------------------------------------------------------------------
Moody's Investors Service placed the Baa2 senior unsecured and Prime-2
short-term ratings of J.B. Hunt Transport Services, Inc. (JB Hunt) under
review for possible downgrade. The review is prompted by indications of a
slowing environment for freight shipments and weak operating performance in
JB Hunt's core Truck Load segment. Debt protection measures could become
strained with lower freight volumes given JB Hunt's relatively high level
of overall indebtedness. The outlook for the ratings had been negative.

Ratings under review for possible downgrade are:

J.B. Hunt Transport Services, Inc.:Senior Notes and Medium Term Notes at
Baa2; Commercial Paper at Prime-2.

Moody's review will focus on expectations for operating cash flow,
performance of the Truck Load segment in a slowing economy, margin
stability in JB Hunt's growing Dedicated Contract Service segment, and the
company's capital spending plans going forward. Moody's notes that JB
Hunt's consolidated operating ratio remains weak despite a relatively
strong yield environment, and will review programs for flexibility in the
cost structure.

Moody's will also assess the ability of the company to absorb higher diesel
fuel prices, although surcharges recover a substantial portion of price
increases, as well as the impact on JB Hunt from any potential legislative
changes which could impact driver productivity including revisions to the
Department of Transportation's Hours of Service rules and new ergonomics
rules proposed by Occupational Safety and Health Administration.

J.B Hunt Transport Services, Inc., based in Lowell Arkansas, offers
transportation services through truck load, intermodal and dedicated
contract carriage.


LEINER HEALTH: Moody's Lowers Ratings on Senior Notes Due 2007 to Caa1
----------------------------------------------------------------------
Moody's Investors Service lowered the rating of Leiner Health Products,
Inc.'s (Leiner) $85 million senior subordinated notes, due 2007, to Caa1
from B3. The senior implied rating is B2, the senior unsecured issuer
rating is B3, and the rating outlook is negative.

The rating action and negative outlook reflect the lower earnings outlook
for the company caused by an overall slowdown in the U.S. vitamin and
nutritional supplement mass market in 1999 and 2000, the company's 21%
sales decrease (net of acquisitions) in the first quarter ended 6/30/00
compared with the prior year, negative operating income of $(6) million for
the first quarter (excluding a one-time settlement), pricing and margin
pressure in vitamins C and E (which comprised about 31% of Leiner's sales
for FYE 3/31/00), and more significant recent price competitiveness in
vitamin E. Moody's believes that lower earnings may result in the need to
amend certain financial covenants of the company's credit facility
agreement in the near term.

In addition, Moody's is concerned about the Warning Letter received by the
company from the U.S. Food and Drug Administration (FDA) on September 22,
2000, regarding deviation from good manufacturing practices (cGMPs). We
understand that the Warning Letter was primarily focused on the over-the-
counter (OTC) pharmaceutical operations in the Carson, CA repackaging and
distribution facility. Our concerns are mitigated by the fact that the
company has advised that record keeping and customer complaint follow-up
procedures are being improved to the satisfaction of the FDA, no product
recalls are expected, and costs to implement the corrective action plans
are nominal. Total fiscal 2000 OTC sales were about $99 million or 15% of
total sales, and currently comprise approximately 25% of sales. The OTC
products packaged at Carson constitute about 15% of the company's total OTC
sales. Most of the manufacturing and packaging of its OTC products is done
at its new Fort Mill, SC facility, which has been operating about nine
months with no FDA citations.

The rating downgrade also reflects high leverage, a weak balance sheet with
negative tangible book equity, thin interest coverage, and gross margins of
about 20% to 28% from sales to mass market retailers (as compared with
higher margins of companies that sell more branded products or sell
directly to consumers). The ratings also take into account customer
concentration (with Wal-Mart accounting for 31% of fiscal 2000 sales and
its top ten customers comprising 68% of sales), and the contractual
subordination of the subordinated notes to a substantial amount of senior
secured debt. The ratings further recognize the company's leading market
positions in the vitamin, mineral and nutritional supplement U.S. mass
market, its long-term relationships with its customers, experienced
management, its current backlog orders of about $20 million, and the
potential future benefit that may be derived from receipt of its share of
any additional settlements with raw material suppliers in the pending
antitrust actions related to vitamin prices.

A sustained more favorable earnings trend may result in a stable rating
outlook.

Leiner is a leading manufacturer of vitamins, minerals and nutritional
supplements (vitamin products accounted for 80% of fiscal 2000 sales), with
an approximate 17% of the mass market vitamin sales in the U.S., and over
50% of the mass market private label segment. The company is privately
owned and majority controlled by Charles F. Baird. Management estimates
that vitamin sales to the mass market grew by about 7% in fiscal 2000
compared with 16% for 1999. The company has grown rapidly from
acquisitions, including Granutec, Inc. and Stanley Pharmaceuticals Ltd. in
December 1999 (which had sales totalling about $98 million, and were
financed with $20 million in equity from the parent and borrowings under
the revolving credit facility ). About 80% of the company's vitamin
products are sold under its customers' store names (private label) and 20%
under its Your Life (R) brand. Its customers include substantially all
major mass market retailers in the U.S., including the largest mass
marketers, warehouse club stores, supermarkets and drug store chains. In
fiscal 2000, Wal-Mart and Costco represented 31% and 9% of total company
sales, and the company's ten largest customers accounted for about 68% of
sales. Moody's notes that these large customers have significant
negotiating leverage. Sales are seasonal because vitamin usage increases in
the cold and flu season.

Leiner competes in the U.S. with companies that have other distribution
channels such as health food stores and direct to consumer sales, and with
other major private label and brand manufacturers with higher margins.
Currently significant pricing and margin pressure in the vitamin E market
is adversely affecting the company. The prices of the vitamin E raw
material have declined following the U.S. government's large criminal fine
against the major vitamin suppliers. Leiner is currently in discussions
with its suppliers and believes that its vitamin E raw material prices will
improve in the third quarter.

Moody's understands that borrowing availability under Leiner's $125 million
senior secured revolving credit facility is currently under $20 million.
The slowing growth of nutritional supplements and vitamins in the U.S. may
be due to negative publicity about their safety and effectiveness, and
consumer confusion from the availability of so many products, Moody's said.
The 1994 Dietary Supplement Health and Education Act created a new product
category for supplements that is neither food nor drugs and requires
limited government oversight. OTC pharmaceutical products are more
regulated by the FDA than vitamin products. The company is also subject to
other U.S. and Canadian government regulation, including compliance of its
facilities with cGMP regulations.

The company is highly leveraged with FYE 3/31/00 Debt/EBITDA of 5.9 times,
Debt/EBITA of 7.2 times, and Debt/ Book Capitalization of 98%. Leverage is
higher when operating leases are included as debt (FYE 3/31/00 operating
leases of $12.9MM x 8 = $103MM), and the company has negative tangible book
equity. Operating income was nominally positive for the first quarter ended
6/30/99, which reflects the seasonal nature of the business. However, for
the first quarter ended 6/30/00 the overall slowdown in earnings is
demonstrated by a lower gross profit despite higher sales, and negative
operating income of $(6.2MM) (net of a one-time settlement) and EBITA of
$(2.6MM) (compared with interest of $8.8MM and capital expenditures of
$4.1MM).

Leiner Health Products Inc., headquartered in Carson, CA, is primarily a
leading manufacturer of vitamins, minerals and nutritional supplements to
the U.S. mass market, and also manufactures OTC pharmaceutical products.


LEVITZ FURNITURE: Confirmation Hearing Scheduled for December 8
---------------------------------------------------------------
Levitz Furniture Corporation has filed an amended plan of reorganization
and disclosure statement with the Bankruptcy Court, important steps in
Levitz's emergence from its Chapter 11 proceeding. As previously announced
in August of this year, the amended plan of reorganization contemplates the
formation of a holding company, Levitz Home Furnishings, Inc., which would
own and separately operate Levitz and, subject to satisfaction of certain
conditions, Seaman Furniture Company. The plan is supported by Levitz's
Creditors Committee and two of its largest creditors, Resurgence Asset
Management L.L.C. and Cerberus Capital Management, L.P.

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

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

Levitz Furniture Corporation currently operates 58 stores in 11 states on
the East Coast, West coast, and in the Midwest.


LOEWEN GROUP: Accepts $660,000 Offer for Monument Hill Memorial Park
--------------------------------------------------------------------
As part of the Debtors' Disposition Program, Monument Hill Memorial Park,
Inc., a debtor-affiliated of The Loewen Group, Inc., sought and obtained
the Court's authority to sell the cemetery business and related assets at
Monument Hill Memorial Park (No. 5592), 35036 County Road 22, Woodland,
California 95695 clear of liens, claims and encumbrances, to Yeatman &
Associates Inc. for $660,000 less the amount paid under the Neweol Purchase
Agreement, and to assume and assign a Trust Management Agreement with
American Funeral & Cemetery Trust Services in connection with the business.

All accounts receivable, transferable permits relating to the businesses
conducted at the Sale Locations will be transferred to Yeatman &
Associates with the exception of accounts receivable owed by an Affiliate
of Loewen. The Acquiror also agrees to assume all of the Selling Debtors'
rights and obligations under the Assignment Agreements.

Yeatman & Associates was the Successful Bidder with a higher and better
offer than the Initial Bid of $475,000.

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.

Monument Hill believes 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 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)


MEDICAL ARTS: Laboratory in Oklahoma City Files for Bankruptcy Protection
-------------------------------------------------------------------------
The Medical Arts Laboratory of Oklahoma City and its related companies,
which perform nearly half of all medical laboratory work in Oklahoma, have
filed for Chapter 11 bankruptcy protection. The Medical Arts Laboratory's
parent company is the Southern Medical Arts Cos., which also owns the
Southern Medical Arts Laboratory. All are based in Oklahoma City and all
filed for Chapter 11 protection. The companies employ about 600. The
companies, which provide clinical laboratory testing, owe about $20
million, said Kiran A. Phansalkar, an attorney at Conner & Winters who is
representing the companies.(New Generation Research, Inc., 01-Nov-00)


OWENS CORNING: Status Quo Maintained re Credit Suisse & 47 Bank Lenders
-----------------------------------------------------------------------
Owens Corning, European Owens-Corning Fiberglas S.A., N.V. Owens-Corning
S.A., Owens-Corning Canada Inc., Owens-Corning UK Holdings Ltd., Sierra
Corp., Falcon Foam Corporation, IPM Inc., Owens-Corning Fiberglas Sweden
Inc., Owens-Corning Fiberglas Technology, Inc., Soltech, Inc., Owens-
Corning Fiberglas (U.K.) Ltd., Owens-Corning Building Products (U.K.) Ltd.,
Owens Corning Polyfoam UK Ltd., Owens-Corning Isolation France S.A., and
Vytec Corporation, are Borrowers and Guarantors under a $1,800,000,000
Credit Agreement dated June 26, 1997.

Credit Suisse First Boston is a Lender and serves as Agent for a consortium
of Lenders consisting of Arab Bank PLC, Bank of America Illinois, The Bank
of New York, The Bank of Nova Scotia, The Bank of Tokyo-Mitsubishi, Ltd.
Chicago Branch, Banque Nationale De Paris, Barclays Bank PLC, California
Bank & Trust, The Chase Manhattan Bank, CIBC, Inc., Citicorp, Credit
Industriel Et Commercial, Credit Agricole Indosuez, Credit Communal DE
Belgique S.A., Credit Lyonnais Chicago Branch, Dai-Ichi Kangyo Bank, Ltd.
Chicago Branch, Dresdner Kleinwort Benson, First Chicago/Bank One, Fleet
National Bank, Fortis, The Fuji Bank, Limited, GE Capital Commercial
Finance, The Industrial Bank Of Japan, Limited, Key Bank, Kredietbank N.V.,
Grand Cayman Branch, The Long-Term Credit Bank of Japan, Ltd., Mellon Bank,
N.A., Mercantile Bank N.A., The Mitsubishi Trust And Banking Corporation,
Chicago Branch, The Mitsui Trust And Banking Company, Limited, New York
Branch, Morgan Guaranty Trust Company Of New York, Natexis Banque, The
Northern Trust Company, PNC Bank, National Association, Royal Bank Of
Canada, The Sakura Bank, Limited New York Branch, San Paolo-IMI Bank, The
Sanwa Bank, SG Cowen Securities Corporation, Standard Chartered Bank, The
Sumitomo Bank, Ltd., The Sumitomo Trust & Banking Co., Ltd., SunTrust Bank,
Atlanta, The Toronto Dominion (Texas), Inc., Wachovia Bank Of Georgia,
Wells Fargo Bank (Texas), National Association, Westdeutsche Landesbank
Girozentrale New York Branch, National City Bank, and FBTC Leasing Corp.

At the Petition Date, the Company owes approximately $1,315,000,000 to the
Lenders under the Credit Agreement. Importantly, Steven J. Strobel, OWC's
Vice President and Treasurer says, no Owens Corning subsidiary has
outstanding borrowings pursuant to the Credit Agreement.

Section 11.01(e)(i) of the Credit Agreement provide that the filing of
these chapter 11 cases constitutes an event of default. Section 13.06 of
the Credit Agreement allows each Lender to exercise set-off rights to
collect amounts owed under the Credit Agreement in the event of a default.
Section 5.07 of the Credit Agreement allows the Lenders to demand immediate
repayment of the $1.315 billion balance from the non-debtor borrowers and
guarantors and each non-debtor faces the risk of an involuntary insolvency
proceeding being brought against it by the Lenders.

Allowing the Lenders to grab money from bank accounts, send demand letters
and commence involuntary insolvency proceedings will be disruptive to say
the least, will have an adverse affect on Owens Corning's global supply and
distribution network, and will impair the enterprise value of the Company
as a whole. Additionally, unless stayed, this technical default under the
Credit Agreement will cause cross defaults under other credit agreements.

Against this backdrop, Owens Corning commenced an Adversary Proceeding
against the Lenders and obtained a Temporary Restraining Order that:

    (A) enjoins the Lenders from calling, canceling, or revoking credit
        facilities of the Debtors' foreign subsidiaries, foreign joint
        ventures, and other non-debtor affiliates or subsidiaries solely
        as a result of the Debtors seeking relief under Chapter 11; and

    (B) enjoins the Lenders from setting off funds deposited by the Debtors'
        non-debtor subsidiaries in bank accounts at the Lenders'
        institutions.

The Debtors stress to Judge Warath that they need only a short amount of
breathing room in order to contact each of the Lenders and explain the
situation. A Temporary Restraining Order, the Debtors argue, will provide
that time and avoid chaos.

Expressing her general reluctance to issue injunctions, Judge Walrath
granted the Debtors' Motion for a Temporary Restraining Order.  The Debtors
and Credit Suisse have entered into week-to-week Stipulations since Owens
Corning's Petition Date to maintain the status quo.  


PENNZOIL-QUAKER: Moody's Reviews Ratings for Possible Downgrade
---------------------------------------------------------------
Moody's Investors Service put the Baa2 long term rating and the Prime-2
short term rating of Pennzoil-Quaker State Company under review for
possible downgrade, following the release of the company's third quarter
results. Since completion of the merger between Quaker State and the
automotive consumer products and refining activities of the former Pennzoil
Company, synergy-related cost reductions were expected to boost operating
income. While the company has had success in reducing its costs, its
overall performance has been affected by declining profitability of the
refining activity inherited from Pennzoil. In its review, Moody's will
focus on the levels of profitability that can be expected over the medium
term (as a result of new cost reduction initiatives engaged by the
company), and the proceeds that could be derived from possible asset sales.

The A3 and Prime-2 ratings of the senior guaranteed notes of Excel
Paralubes Funding Corporation, a funding conduit guaranteed by Excel
Paralubes, are not currently under review, reflecting the satisfactory
operating and financial performance of its parent/guarantor. Excel
Paralubes manufactures lube base stocks, a portion of which are sold to
Pennzoil-Quaker State Company. Pennzoil-Quaker State Company owns 50% of
Excel Paralubes through a wholly-owned subsidiary, Atlas Processing
Company.

Ratings placed under review:

    Baa2 for $12 million Atlas Project exempt facility revenue bonds due
     2028
    (P)Baa2 for senior shelf
    (P)Baa3 for subordinated shelf
    (P)"baa3" for preferred stock shelf
    Prime-2 for commercial paper program

Based in Houston, Texas Pennzoil-Quaker State Company is a global
automotive consumer products company.


PREMIER LASER: Completes Sale of Ophthalmic Laser Division to SurgiLight
------------------------------------------------------------------------
On October 20, 2000 Premier Laser Systems, Inc. and SurgiLight, Inc.
completed the sale of Premier's ophthalmic laser division to SurgiLight
under the Purchase and Sale Agreement between the companies, dated
September 23, 2000.


RELIANCE GROUP: Moody's Lowers Ratings To Ca & Ba3; Outlook Still Negative
--------------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings on the senior and
subordinated debt issues of Reliance Group Holdings, Inc. The senior debt
obligations have been downgraded to Ca, while the rating on the
subordinated debt instruments has been moved to C. The financial strength
ratings of the company's principal operating subsidiaries were downgraded
to Caa1 (Very Poor) from Ba3 (Questionable). The outlook for the senior
debt and insurance financial strength ratings remains negative.

Moody's rating action follows on the heels of last week's announcement that
Reliance's loss reserves will be increased by an additional $332 million
when the third quarter results are announced. This increase will leave
policyholder surplus as consisting almost exclusively of the debt
obligations of the parent holding company. Moody's rating action in July,
2000 (which lowered the senior and subordinated debt ratings to Caa2 and Ca
respectively) contemplated the "present elements of danger with respect to
principal and interest" manifest in Reliance's debt securities. The current
rating action stems from the perceived increase in severity should these
securities default (unrated bank debt of $237.5 million matures on November
10th, $292 million in senior notes mature November 15th, and $172 million
of senior subordinated debentures comes due in 2003 unless accelerated as a
result of an event of default).

According to Moody's, the parent company debt (which constitutes the bulk
of the surplus supporting policyholder claims) support myriad risks. Among
these risks are 1) the possibility of further loss reserve deterioration on
the company's nearly $3.5 billion in reserves, 2) credit risk inherent in
the company's roughly $6.7 billion in reinsurance recoverables, 3) market
risk in the company substantial equity position, and 4) operating risk
stemming from the greater than $850 million unearned premium reserve on the
company's books at the end of the second quarter of 2000. Moody's noted
that even modest adverse deviations in any one, or a combination of these
balance sheet items would have a leveraged affect on the company's surplus,
and hence funds available to repay creditors.

The following ratings were downgraded:

    Reliance Group Holdings, Inc.         Senior debt to Ca from Caa2;
    
    Reliance Group Holdings, Inc.         Subordinated debt to C from Ca;
    
    Reliance Insurance Company            Insurance financial strength to
                                            Caa1 from Ba3;

    Reliance Insurance                    Insurance financial strength to
      Company of Illinois                   Caa1 from Ba3;

    Reliance National Insurance           Insurance financial strength to
      Co. of New York                       Caa1 from Ba3;

    Reliance National                     Insurance financial strength to
      Indemnity Co.                         Caa1 from Ba3;

    Reliance National                     Insurance financial strength to
      Insurance Co.                         Caa1 from Ba3;

    United Pacific Insurance Co.          Insurance financial strength to
                                            Caa1 from Ba3;

    United Pacific Insurance              Insurance financial strength to
      Co. of New York                       Caa1 from Ba3.

Reliance Group Holdings, Inc. is a New York-based publicly traded holding
company for several property/casualty insurance subsidiaries. For the
quarter ended June 30, 2000 Reliance reported consolidated debt of $735
million and shareholder's equity stood at $455 million.


RIDGEVIEW, INC.: Closing Finishing Plant Located in Mebane, N.C.
----------------------------------------------------------------
Ridgeview, Inc. (Nasdaq: RIDG) announced that it plans to close its
finishing facility located in Mebane, North Carolina. Ridgeview has been
finishing and shipping sports specific socks in Mebane since acquiring Tri-
Star Hosiery in July of 1998. The Company intends to relocate current
Mebane operations to its manufacturing facilities in Newton, North Carolina
and Fort Payne, Alabama

Approximately 65 hourly and salaried employees at the Mebane facility will
be affected by the Company's decision. The production phase out will begin
immediately and is expected to be completed by the end of the year.
Ridgeview is operating according to plan since its Chapter Eleven filing on
August 2nd and expects to exit that process in February 2001.

Hugh Gaither, President and Chief Executive Officer of Ridgeview said "The
consolidation is simply a matter of reducing costs and improving
profitability for Ridgeview. It is another step in an operational
restructuring which creates a new more efficient Ridgeview sock operation."

As previously reported in TCR's Oct. 25, General Electric Capital Business  
Asset Funding Corporation sought the company to assume or reject certain
leases on its Knitting Machines. The debtor, since its petition date last
Aug. 2 hasn't made any lease payments yet. The Chapter 11 filing posted
that the company had debts amounting to $ 39,367,417.


SAFETY-KLEEN: Proposed EPA Compliance Schedule Draws Fire from Committee
------------------------------------------------------------------------
Safety-Kleen Corp. and twenty-seven of its direct and indirect subsidiaries
present a motion seeking judicial review and approval of a Consent
Agreement among the Debtors and the United States Environmental Protection
Agency. The purpose of this agreement is to resolve and settle current
violations by the Debtors of the Solid Waste Disposal Act, as amended by
the Resource Conservation Recovery Act and the Hazardous and Solid Waste
Amendments, and under the Toxic Substances Control Act. The parties intend
that approval of the agreement will permit the establishment of an orderly
and regulated process by which the Debtors, under EPA supervision, will be
able to re-establish compliance with the statutes cited and their related
regulations.

The Debtors, as owners and operators of hazardous waste management
facilities and commercial storage facilities for polychlorinated biphenyls,
or PCBs, are subject to requirements of certain financial assurance
requirements which may be met in several ways, including corporate
guaranties, letters of credit, surety bonds, and insurance products. To
meet this requirement, the Debtors had obtained surety bonds issued by
Frontier Insurance Company as financial assurance for performance of proper
closure, post-closure, and corrective action costs. Of the total assurance
requirements of approximately $500 million dollars, about half were
satisfied by the Frontier bonds.

On June 6, 2000, the United States Treasury issued a public notice that
Frontier no longer qualified as an acceptable surety on federal bonds. As
a consequence, the Debtors could no longer meet the financial assurances
required for their hazardous waste management facilities and commercial
storage facilities for PCBs. After issuance of this notice, the Debtors
entered into discussions with EPA regarding compliance with the financial
assurance requirements. During these discussions, the Debtors informed EPA
of their March 6, 2000 announcement regarding the lack of certified
financial statements for fiscal years 1997, 1998, and 1999, and the
difficulties that certain alleged accounting irregularities would cause in
attempting to obtain Compliant Financial Assurances. The Debtors and EPA
jointly contacted the States where the affected facilities were located and
appraised the States of these issues.

The States of Arkansas, Georgia, Illinois, Minnesota, Massachusetts,
Nevada, South Dakota, Tennessee, Vermont, and Wisconsin are states having
an authorized hazardous waste program, and which have referred any actions
these States might have regarding the Debtors' noncompliance to EPA for EPA
to pursue and resolve, and are Participating States. The States of
Arizona, Kansas, Louisiana, Maryland, Missouri, New York, Oklahoma,
Pennsylvania, Texas, and Virginia also have authorized hazardous waste
programs, and have notified EPA that they intend to enter into parallel
agreements with the Debtors or take action parallel to the EPA with respect
to covered facilities in their states, and are Parallel States. With
regard to these two groups of states, the Debtors have requested that the
Court authorize entry into parallel agreements, or agreements with these
States through the EPA, without the necessity of further judicial review
and approval.

Other states, including Maine, Utah, South Carolina, Ohio, Kentucky, Idaho,
North Dakota, and Indiana, have indicated an interest in negotiating
agreements similar to that described in the Debtors' Motion. The Debtors
have therefore requested that the Court authorize the Debtors' entry into
such agreements without further the necessity of further court review or
approval.

The main component of the Consent Agreement is a compliance schedule for
the Debtors to obtain the required financial assurances. Under the Consent
Agreement, the Debtors must use their "best efforts" to obtain Compliant
Financial Assurances as expeditiously as possible, but no later than
December 15, 2000. The EPA and the Debtors recognize that the Debtors may
not be able to obtain Compliant Financial Assurances without the consent
and cooperation of certain third parties, including the Debtors' secured
lends and the Bankruptcy Court. While the Debtors must use their best
efforts to obtain the necessary consents and cooperation, the Debtors will
not be deemed to have failed to use their best efforts under the Consent
Agreement if the consent and cooperation of such third parties is required
to obtain Compliant Financial Assurances, and cannot be obtained. If the
Debtors have not obtained Compliant Financial Assurances by the deadline of
December 15, 2000, EPA can extend the deadline to February 28, 2001.
Thereafter the Debtors may request further extensions of time from EPA.

If the Debtors are unable to secure Compliant Financial Assurances for
those facilities included in the Consent Agreement by the Compliant
Financial Assurances deadline, the Consent Agreement requires that the
Debtors cease accepting hazardous waste, PCBs, PCB waste, and PCB items at
the Covered Facilities. The Debtors must then initiate closure and post-
closure measures in accordance with their permits, applicable federal
authority, or authorized state requirements. EPA (in the case of a
hazardous waste management facility, in consultation with the affected
State) may determine in its discretion and in accordance with applicable
law to modify these requirements.

If the Debtors are unable to secure Compliant Financial Assurances for
Covered Facilities by the Compliant Financial Assurances deadline, the
Consent Agreement further requires that the Debtors implement any
corrective action required at the covered facility in accordance with
applicable law and permit requirements. In the event that the Debtors are
unable to secure the necessary Compliant Financial Assurances, the Debtors
are required to meet with EPA and any State represented by EPA, if
appropriate, prior to the expiration of any deadline for Compliant
Financial Assurances for Covered Facilities to discuss any applicable
corrective action requirements. EPA, in consultation with the affected
States, may in its discretion, and in accordance with applicable law,
modify the corrective action requirements.

Until such time as the Debtors have obtained Compliant Financial Assurances
for Covered Facilities, the Debtors may not seek to withdraw an existing
irrevocable letter of credit in the amount of $28.5 million dollars from
Toronto Dominion Bank for the benefit of Frontier. In addition, until such
time as the Debtors have obtained Compliant Financial Assurance, the
Debtors must continue to pay all required premiums and take all steps
necessary to keep current the existing Frontier surety bonds.

Under the terms of the Consent Agreement, the Debtors have agreed to a
Compliance Schedule by which EPA and those States represented by EPA may
monitor the Debtors' efforts to obtain Compliant Financial Assurances. The
Compliance Schedule requires that the Debtors retain, by August 5, 2000, a
certified public accounting firm to audit the Debtors' financial records
for the fiscal years of 1997, 1998, and 1999. The Debtors have satisfied
this requirement by retaining the firm of Arthur Andersen for such purpose.
According to the Compliance Schedule, the Debtors must submit to EPA and
those states represented by EPA revised, audited financial statements for
the fiscal years 1997, 1998, and 1999, on or before November 30, 2000, and
audited financial statements for fiscal year 2000 on or before January 5,
2001. The Compliance Schedule further requires that the Debtors share with
EPA and those states represented by EPA any business plan or plan of
reorganization, among other items, distributed to the Debtors' secured
lenders. In that connection, the Debtors and EPA have agreed that certain
data, factual information, and documents will be treated as confidential.

In addition to meeting the Compliance Schedule, and until such time as the
Debtors have obtained Compliant Financial Assurances, the Consent Agreement
requires that the Debtors make several reports to the EPA and those states
represented by the EPA. In this regard, the Debtors must submit certain
financial reports otherwise required by the Debtors' debtor-in-possession
financing, detailed environmental reports, and periodic reports as to the
status of the Debtors' efforts to obtain Compliant Financial Assurances.
In addition, the Debtors must retain an independent auditor to conduct an
environmental management systems analysis and hire an independent auditor
to conduct comprehensive environmental audits at certain facilities.

Until such time as the Debtors obtain Compliant Financial Assurances, the
Debtors must ensure that the amount of waste stored or awaiting treatment
at a Covered Facility does not exceed the normal historical amounts of such
waste during the year prior to the commencement of the Chapter 11
proceedings.

If the Debtors determine to shut down the operations of one or more of the
Covered Facilities prior to expiration of the Compliant Financial
Assurances deadline, the Debtors must notify EPA and the implicated
Participating State or States at least 10 days prior to the cessation of
operations.

The Consent Agreement prohibits the Debtors from transferring any Covered
Facility without the written approval of EPA and any applicable
Participating State that the transferee satisfies the applicable financial
assurance requirements.

Under the terms of the Consent Agreement, and subject to certain exceptions
stated in paragraph 100 of the Agreement, the Debtors agree that all claims
or rights to injunctive relief of EPA or any Participating States against
the Debtor for environmental cleanup, closure, post-closure, or response
cost liabilities at any facilities operated by the Debtor shall not be
discharged or impaired by any plan of reorganization, shall survive the
conclusion of the bankruptcy cases, and may then be determined in the
manner and by the administrative or judicial tribunals in which such claims
or rights to adjudicative relief would have been resolved or adjudicated if
the bankruptcy cases had not been commenced. This provision applies to all
environmental cleanup or response costs liabilities of the Debtors to EPA
and any Participating States, and is not limited to liabilities related to
Covered Facilities or facilities located in Participating States or
Parallel States.

The Debtors further agree that any bar date for filing claims in the
bankruptcy cases shall not apply to the claims described in the above
paragraph. However, the provisions of Paragraph 100 do not apply to (i)
any environmental cleanup or response liability for a money judgment that
EPA or a Participating State obtained prior to confirmation of a plan of
reorganization, or (ii) any environmental cleanup or response cost
liability that EPA or a Participating State seeks by filing an action in a
court or administrative forum prior to confirmation of an plan of
reorganization if such environmental cleanup or response cost liability
would prevent the Debtors from reorganizing. Since claims for these are
excluded from the general bar date for filing claims, the Debtors are
required to establish a special bar date for these claims, and send out a
special bar date notice that specifically identifies all such claims by
case name and docket number. The EPA and affected States may contest any
such attempt to include these claims, and the Bankruptcy Court is to have
exclusive jurisdiction to determine the issue.

The Consent Agreement precludes the Debtors from filing or supporting a
motion, adversary proceeding, or other request that seeks to delay or avoid
the Debtors' compliance with the closure, post-closure, and corrective
action requirements set out in the Consent Agreement should such actions
commence. In addition, under the terms of the Consent Agreement the
Debtors may not file or support any motion, adversary proceeding, or other
request that seeks to delay or avoid the Debtors' compliance with
environmental statutes.

The terms of the Consent Agreement prohibit the Debtors from abandoning any
Covered Facility if the Covered Facility is not covered by Compliant
Financial Assurances.

Except as described below, the Consent Agreement's terms do not create
joint and several liability among any or all of the Debtors where such
liability would not exist in the absence of the Consent Agreement, or
impose any liability upon, or create any obligations in, any Debtor for, or
in connection with, environmental or other matters at any Covered Facility
owned and/or operated by another Debtor where such liability or obligation
would not exist in the absence of the Consent Agreement. However, the
Consent Agreement does not abrogate any joint and several liability of the
Debtors that may exist in the absence of the Consent Agreement.

Under the Consent Agreement, Safety-Kleen Services, Inc., is liable for
certain obligations specified in the Consent Agreement. Any administrative
expense liability of Safety-Kleen Services created under the Consent
Agreement for closure, post-closure, and corrective action at the Covered
Facilities in the event that the Complaint Financial Assurance is not
obtained by the deadline in the Consent Agreement shall be subordinated to
the extent necessary to permit a pro rata payment of such liabilities with
the allowed claims of general unsecured creditors. However, this provision
does not adversely affect or subordinate any right of the United States and
the Participating States against Safety-Kleen Services that would exist in
the absence of the Consent Agreement. In addition, the Debtor owner(s)
and/or operator(s) for a Covered Facility and the Debtor(s) listed on the
applicable permit(s) for a Covered Facility shall be liable for all
obligations under the Consent Agreement relating in any way to the Covered
Facility. Any change in ownership or corporate status of the Debtors,
including any transfer of assets of real or personal property, shall not
alter the Debtors' responsibilities under the Consent Agreement, except
that the liability of Safety-Kleen Services for closure, post-closure, and
corrective action created by the Consent Agreement will be terminated upon
a transfer meeting certain requirements specified in the Consent Agreement.
The Consent Agreement calls for payment of a civil penalty by Safety-Kleen
Services of $184,692, to be paid as an allowed administrative expense as of
the Effective Date of any plan of reorganization in the same manner as
other allowed administrative claims are paid. This administrative claim
may not be subordinated for any reason to any other allowed administrative
claim.

The Consent Agreement provides for certain stipulated penalties in the
event that the Debtors do not comply with the terms of the Consent
Agreement.

The State of South Carolina has indicated it will not be a Participating
State or Parallel State for facilities owned and/or operated by Safety-
Kleen (Pinewood), Inc., and the above terms do not apply to environmental
cleanup or response cost liabilities of the Debtors, if any, to the State
of South Carolina for the Pinewood facilities. Further, nothing in the
Consent Agreement abrogates any rights by and between the State of South
Carolina and the Debtors outside of the Consent Agreement, or expresses any
view by the EPA on the litigation between the Debtor and the State of South
Carolina.

The Debtors assert that the alternative to approval of the terms of the
Consent Agreement is the adoption of a scorched earth litigation strategy,
national in scope, to combat any efforts by EPA and the affected States to
close down the Debtors' facilities for lack of Compliant Financial
Assurances. The Debtors' counsel believe that it is far from certain that
the Debtors could uniformly prevail in such litigation, and that while such
a regulatory battle was being fought, the Debtors' customers, faced with
the inevitable uncertainty that such litigation provokes, would leave in
droves, rendering the litigation an academic exercise. The Debtors
therefore believe that consensual resolution of the lack of Compliant
Financial Assurances is the Debtors' best and only alternative to solve
their regulatory difficulties and preserve their customer relationships.
The Debtors' businesses are heavily regulated, and the Debtors state they
have no wish to maintain an adversarial relationship with the agencies
charged with administering the applicable regulations. Moreover,
environmental compliance is a hallmark of the Debtors' ability to attract
and maintain customers. The Consent Agreement permits the Debtors time to
stabilize their financial conditions, and re-establish customers'
confidence in the Debtors' ability to dispose of those customers' wastes in
an environmentally responsible manner. Since the Debtors assert they have
intended to comply with environmental regulations and statutes from the
beginning of the bankruptcy case, the terms of the Consent Agreement are
described by the Debtors as not imposing many requirements additional to
those which the Debtors must perform as a heavily regulated waste disposal
concern. Further, the Debtors assert that in a business involving the
disposal of hazardous waste, inadvertent violations of the environmental
statutes are extremely difficult to avoid, and that the payment of a civil
penalty is commonplace throughout the industry.

Attorney Luc A. Despins, of the firm of Milbank, Tweed, Hadley & McCloy,
representing the Creditors' Committee, has commenced certain discovery
requests directed at the Debtors, the EPA, and Laidlaw in connection with
the matters alleged in the Consent Agreement.

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)


SCOUR, INC.: Listen.com Agrees To Purchase Assets on Undisclosed Terms
----------------------------------------------------------------------
Listen.com and Scour, Inc., a leading Internet search destination for
digital entertainment, announced that Listen.com has entered into an
agreement for the purchase of Scour's assets. Listen.com integrates and
distributes online music products and services across a network of sites.
With the full support of the management of both companies, Scour and
Listen.com's boards of directors approved the asset sale. The agreement was
filed in U.S. Bankruptcy Court for the Central District of California in
Los Angeles for court approval.

"The board and Scour management support the Listen.com acquisition, and we
believe it is in the best interest of all of the company's constituents,"
said Dan Rodrigues, president of Scour.

Rob Reid, Listen.com's founder and chief executive officer, said: "We are
committed to providing the best solutions for the delivery of legal digital
media. By incorporating certain Scour assets into our service, Listen.com
will soon be able to provide the most complete digital media search
capabilities to our syndication partners and consumers."

"And, we believe that Listen.com can develop Scour's assets into a powerful
means to distribute multimedia content in a way that respects rights
holders," added Reid.

Listen.com will comment further on its plans for Scour's assets after the
court's review is complete.

The sale offer will give Listen.com control of Scour's assets but will not
make the company responsible for Scour's legal liabilities, Reid noted.
In July, the Motion Picture Association of America (MPAA), the Recording
Industry Association of America (RIAA) and the National Music Publishers
Association (NMPA) sued Scour over allegations of copyright infringement.
Scour filed its voluntary Chapter 11 petition in the U.S. Bankruptcy Court
for the Central District of California in Los Angeles on October 12, 2000.
The filing automatically stays all pending litigation against the company.

Scour is a privately held corporation based in Los Angeles, CA. Scour
develops and markets Scour.com, the Internet's leading entertainment search
site; Scour Exchange, the second largest peer-to-peer file-sharing
application; and myCaster, an online radio community. Scour was founded in
1997 by five UCLA computer science students and is backed by Michael Ovitz
and The Yucaipa Companies.

Listen.com integrates and distributes online music products and services
across a network of portals and entertainment sites. Distribution partners
use Listen Syndication Services to program their music sections. Partners
include About.com, AltaVista, Excite@Home, GO.com, Lycos, NBCi.com,
RealNetworks, shockwave.com, Road Runner, Yahoo! and ZDNet. Listen.com's
products include its hand-built directory to online music, with links to
legal music from more than 160,000 artists. The company also offers Listen
Radio, an online radio product developed from the company's Wired Planet
acquisition, and re-syndicated content from partners, including Muze, Music
Today and Like.com.

Rob Reid, a former venture capitalist and author, founded Listen.com in
December 1998. Financial backers in the San Francisco company include all
five major music labels (BMG Entertainment, EMI Recorded Music, Sony Music,
Universal Music Group, Warner Music Group) the Barksdale Group, August
Capital, Attractor Ventures, Hambrecht & Quist, Index Ventures, Austin
Ventures, Trans Cosmos, Altos Ventures, Imagine Media founder and CEO,
Chris Anderson, CNET founder and chairman Halsey Minor, Gateway Computers
founder and chairman Ted Waitt and Maverick Records' principals. Upside
Magazine recently named Listen.com as one of the top-100 private companies.
Listen.com and the Listen.com logo are service marks of Listen.com, Inc.


TRI VALLEY: Court Delays Decision on Bonus Package Board Didn't Approve
-----------------------------------------------------------------------
A multimillion-dollar bonus package for Tri Valley Growers' executives was
delayed by the U.S. Bankruptcy Court when it was revealed that the food
processor's board of directors was unaware of the plan. "The board was
unaware of it," said Weintraub, the co-op's lead attorney since it filed
for Chapter 11 bankruptcy July 10. The bonus plan, an incentive to retain
key executives of the troubled firm, could pay Chief Executive Officer Jeff
Shaw and five executives -- group Vice Presidents Thomas Osetek and Fred
Baker, and Vice Presidents John Boyle (sales), Chris Mings (marketing) and
Richard Claiborne (finance) -- more than $3.6 million. In an unrelated
matter, the co-op also asked the court to delay Tri Valley's request to
sell approximately $1.1 million of air emission credits and $1.9 million
worth of land adjacent to its Stockton tomato cannery. Bankruptcy Court
Judge Edward D. Jellen approved the delay and set a November 9 hearing to
consider the sale. (New Generation Research, Inc., 01-Nov-00)


UNIVERSAL BROADBAND: Files for Chapter 11 Protection with 4 Subsidiaries
------------------------------------------------------------------------
Universal Broadband Networks Inc. (Nasdaq:UBNT), and four of its wholly
owned subsidiaries, Wednesday announced that they have filed voluntary
petitions under Chapter 11 of the United States Bankruptcy Code.

The filings took place in the United States Bankruptcy Court for the
Central District of California, Santa Ana Division, Case Nos. SA 00-18281
JB , SA 00-18282 JB, SA 00-18283 JB, SA 00-18284 JB, SA 00-18286 JB. The
companies are represented in the reorganization proceedings by the law firm
of Albert, Weiland & Golden, LLP of Costa Mesa, Calif., 714/966-1000.

Michael A. Sternberg, CEO and president of UBNetworks stated:
"Unfortunately, Chapter 11 is the only alternative at the present time.
Depressed market conditions in the telecommunications equipment and
services industries have prevented us from completing essential vendor
financing arrangements. We believe that such vendor financing would have
enabled the companies to restructure existing debt and raise additional
capital, which would have allowed our business plan to be executed.

"The burden of current indebtedness has compelled the companies to seek
protection under the Bankruptcy Code. The Chapter 11 petitions will
insulate the companies from the collection efforts of creditors, allowing
management time to pursue the reorganization of the companies while
maximizing value for creditors."


UNOVA, INC.: Fitch Downgrades Senior Notes to BB-; Ratings Watch Evolving
-------------------------------------------------------------------------
Fitch has downgraded UNOVA, Inc.'s (NYSE: UNA) senior notes to 'BB-' from
'BBB'. At the same time, the rating remains on Rating Watch Evolving, where
they were placed on June 22, 2000 following the company's announcement that
it had retained an investment bank to explore strategic alternatives. Debt
securities affected by this action include $100 million, 6.875% senior
notes due 2005 and $100 million, 7.00% senior notes due 2008.

The downgrade reflects the severe deterioration in bondholder protection
measures due to a dramatic decline in the company's operating performance
with no visible signs of improvement in the intermediate term. In
particular, during the third quarter, EBITDA/interest deteriorated to 0.4
times (x). For the 12 months ended Sept. 30, 2000, EBITDA/interest has
declined to 2.3x compared to 3.8x at year-end and is expected to barely
exceed one time for the full year. In addition, debt/EBITDA (including $90
million and $100 million, respectively, outstanding under an accounts
receivable facility) has increased to 6.4x from 3.4x at Dec. 31, 1999, with
debt/EBITDA expected to approximate 10x at year-end due to continued
operating losses.

The decline is mainly attributable to the company's Automated Data Systems
(ADS) segment, which posted an operating loss of nearly $40 million for the
nine months ended 2000 on an 11% year-over-year sales decline. The
deterioration in the ADS segment's operating performance is a result of
lost market share due to order fulfillment difficulties during 1999, which
the company has been unable to regain, a decline in the direct store
delivery market and disruptions related to the reorganization of the sales
force. Fitch expects weak sales combined with higher operating costs to
result in a continued operating loss during the fourth quarter and through
the first half of 2001.

Difficulties at UNA's Industrial Automation Systems (IAS) segment have also
contributed to the company's weakened financial profile. In particular,
costs associated with the installation of manufacturing systems as well as
under absorption of overhead costs due to a reduction in orders will reduce
profitability from previous expectations for the fourth quarter. In
addition, the segment has experienced a 17% decline in order backlog from
the beginning of 2000 with a projected cyclical downturn anticipated in its
end markets in 2001.

UNA is in the process of negotiating to amend or replace its existing bank
credit agreement due to anticipated covenant violations during the fourth
quarter. In the event bank creditors obtain a priority claim over
bondholders, a further one-notch downgrade of the notes is likely to occur.
As previously noted, UNA has retained an investment bank to explore all
strategic possibilities to aid in the creation of shareholder value, which
include, amongst other possibilities, the sale of all or a portion of the
company. The Evolving Watch status reflects the uncertainty surrounding the
strategic course of action UNA may undertake following this review.


UPRITE REALTY: Case Summary and 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Uprite Realty Corp.
         558 West 184th Street, 1A
         New York, NY 10033

Chapter 11 Petition Date: October 31, 2000

Court: Southern District of New York

Bankruptcy Case No.: 00-42453

Judge: Jeffry H. Gallet

Debtor's Counsel: Maria M. Malave, Esq.
                   558 West 184th Street
                   New York, NY 10033
                   (212) 923-2192

Total Assets: $ 2,133,000
Total Debts : $ 1,887,100

8 Largest Unsecured Creditors:

Ysolina Mora              Loan To Corporation      $ 125,000

Carment M. Echevarria     Loan To Corporation      $ 106,000

JAT Construction          Construction              $ 85,000

Norma Diaz                Loan To Corporation       $ 45,000

I. Fermin                 Loan To Corporation       $ 36,000

Con-Edison                Electrical Bills           $ 9,000

Maria M. Malave           Legal Fees                 $ 7,000

Environmental Control
Board                                                $ 1,000


* BOOK REVIEW: Titans of Takeover
---------------------------------
Author: Robert Slater
Publisher: Beard Books
Softcover: 252 Pages
List Price: $ 34.95
Order a copy today from Amazon.com at
http://www.amazon.com/exec/obidos/ASIN/1893122506/internetbankrupt

Review by Susan Pannell

Once upon a time and for a very long time corporate behemoths decided for
themselves when and if they would merge.  No doubt such decisions were
reached the civilized way, in a proper men's club with plenty of good
brandy and better cigars.  Like giants, they strode Wall Street, fearing no
one save the odd trust-busting politico, mutton-chopped at the turn of the
twentieth century, perhaps mustachioed in the 1960s when the word was no
longer trust but monopoly.

Then came the decade of the 1980s.  Enter the corporate raiders, men with
cash on hand, shrewd business sense, and not a shred of reverence for the
Way Things Have Always Been Done.  These businesspeople--T. Boone Pickens,
Carl Icahn, Saul Steinberg, Ted Turner--saw what other missed: that many of
the corporate giants were anomalies, possessed of assets well worth
possessing yet with stock market performances so unimpressive that they
could be had for bargain prices.  When the corporate raiders needed expert
help, enter the investment bankers (Joseph Perella and Bruce Wasserstein)
and the M&A attorneys (Joseph Flom and martin Lipton).  And when the merger
went through, enter the arbitragers who took advantage of stock run-ups,
people like Ivan "Greed is Good" Boesky.

The takeover frenzy of the 1980s looked like a game of Monopoly come to
life, where billion-dollar companies seemed to change ownership as quickly
as Boardwalk or Park Place on a sweet roll of the dice.  By mid-decade,
every industry had been affected; in 1985, 3,000 transactions took place,
worth a record-breaking $200 billion.  The Players caught the fancy of the
media and began showing up in the news until their faces were almost as
familiar to the public as the postman's.  As a result, Jane and John Q.
Citizens interest in Wall Street began its climb from near zero to the peak
where for different reasons) it is today.

What caused this avalanche of activity? Three words: President Ronald
Reagan.  Perhaps his most firmly held conviction was that Big Business was
being shackled by the antitrust laws, deprived a fair fight against foreign
competitors that had no equivalent of the Clayton Act in their homelands.   
Reagan took office on January 20, 1981, and it wasn't long after that that
his Attorney General, William French Smith, trotted before the D.C. Bar to
opine that, "Bigness does not necessarily mean badness.  Efficient firms
should not be hobbled under the guise of antitrust enforcement." (This new
approach may have been a necessary corrective to the over-zealousness of
earlier years, exemplified by the Supreme Court's 1966 decision upholding
an enforcement action against the merger of two supermarket chains because
the Court felt their combined share of 8% (yes, that's "eight percent") of
the Los Angeles market was potentially anticompetitive.)

Raiders, investment bankers, lawyers, and arbitragers, plus the fun couple
Bill Agee and Mary Cunningham--remember them?--are the personalities
profiled in Robert Slater's book, originally published in 1987.  Slater is
a wonderful writer, and he's given us a book no less readable for being
absolutely stuffed with facts, many of them based on exclusive behind-the-
scenes interviews.

Robert Slater holds degrees from the University of Pennsylvania and the
London School of Economics, and has authored several business books, which
have been on the bestseller lists of Business Week and The Wall street
Journal.  He has been a journalist for UPI, Newsweek, and Time.


                                *********


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

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

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

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


                               *********

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

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

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

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

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

                     * * * End of Transmission * * *