TCR_Public/001106.MBX              T R O U B L E D   C O M P A N Y   R E P O R T E R

                 Monday, November 6, 2000, Vol. 4, No. 217


AMERICAN FIRE: Needs $700K Over Next 12 Months to Execute Business Plan
AMERISERVE: Reorganization Plan Allows Claims Amounting To $2.68 Billion
BORDEN CHEMICALS: Moody's Cuts $200MM Senior Notes to B2; Outlook Negative
CASH TECHNOLOGIES: Turns to the Equity Market for New Funding
COMPLETE WELLNESS: Nasdaq Delists Shares and Warrants

CROWN CRAFTS: Will Appeal NYSE's Move to Delist Shares
CROWN VANTAGE: Inks Agreement with KPS Special for Purchase of Assets
DAY RUNNER: Optimistic About Signing Amended Credit Agreement With Lenders
DRKOOP.COM: Acquires Assets of Online Lifestyle Web
FMC CORPORATION: Spin-Off Transaction Prompts Moody's to Revise Outlook

GARDEN BOTANIKA: Comparable Store Sales for October Decline by 6%
HARNISCHFEGER INDUSTRIES: Harnco Will Assumes Some Comdisco Contracts
HOMESEEKERS.COM: Significant Losses Causes Auditors to Express Concern
HUNTSMAN CORPORATION: Moody's Reviewing Ratings for Possible Downgrade
I360, INC: Infocast to the Rescue, Everybody Hopes

INTEGRATED HEALTH: Movesto Reject Louisiana Facility Management Agreement
LOEWEN GROUP: Selling Two Texas Funeral Homes for $300,000
LTC: Fitch Downgrades Mortgage Certificates Class E to B & Class F to CCC
MASTER GRAPHICS: Announces Reorganization Plan To Emerge From Chapter 11
MONEY'S FINANCIAL: Case Summary and 18 Largest Unsecured Creditors

NETWORK CONNECTION: KPMG Questions Company's Continued Viability
NON-INVASIVE: Continued Operations in 2001 Will Require Additional Capital
NUMED HOME: Healthcare Concern Seeks Chapter 11 Protection in Florida
PLAY-BY-PLAY: Crutchfield Capital Assists Company in Debt Restructuring
RELIANCE GROUP: Danger Signals Prompt Moody's to Junk Insurer's Ratings

SAFETY-KLEEN: Stickney/Tyler Administrative Group Seeks Relief From Stay
SOLV-EX CORPORATION: Chairman Rendall Resigns; Bankruptcy Filing Likely
SOTHEBY'S HOLDINGS: Fitch Concerned by Magnitude of Antitrust Settlements
T&W FINANCIAL: Files For Chapter 11 in Washington; Intends to Liquidation
UNITED COMPANIES: Court Confirms Fourth Amended Plan of Reorganization

USA TECHNOLOGIES: Believes Financial Situation Has Turned Around
YANACOCHA: S&P Assigns BBB- Rating to Trust Certificate Series 1997 A

* Bond pricing for the week of November 6, 2000


AMERICAN FIRE: Needs $700K Over Next 12 Months to Execute Business Plan
With (i) losses averaging a quarter-million a quarter, (ii) a balance sheet
showing liabilities in excess of assets, and (ii) a business plan
projecting significant capital expenses in pursuing its plans to increase
sales volume, the expansion of its product line and to obtain additional
financing through stock offerings or other feasible financing alternatives,
American Fire Retardant Corporation says there is doubt about its ability
to continue as a going concern. The El Cajon, California-based Company made
this statement in a recent regulatory filing with the Securities and
Exchange Commission:

      "In order for the Company to continue its operations at its existing
levels, the Company will require $700,000 of additional funds over the next
twelve months. While the Company can generate funds necessary to maintain
its operations, without additional funds there will be a reduction in the
number of new projects that the Company could take on which may have an
effect on the Company's ability to maintain its operations. Therefore, the
Company is dependent on funds raised through equity or debt offerings.
Additional financing may not be available on terms favorable to the
Company, or at all. If adequate funds are not available or are not
available on acceptable terms, the Company may not be able to execute its
business plan or take advantage of business opportunities. The ability of
the Company to obtain such additional financing and to achieve its
operating goals is uncertain. In the event that the Company does not obtain
additional capital or is not able to increase cash flow through the
increase of sales, there is a substantial doubt of its being able to
continue as a going concern."

American Fire is a fire protection company that specializes in fire
prevention and fire containment. The Company is in the business of
developing, manufacturing and marketing a line of interior and exterior
fire retardant chemicals and provides fire resistive finishing services
through the Company's "Textile Processing Center" for commercial users. The
Company also designs new technology for future fire resistive applications
that are being mandated by local, state and governmental agencies and is
active in the construction industry as sub-contractors for fire stop and
fire film installations.

AMERISERVE: Reorganization Plan Allows Claims Amounting To $2.68 Billion
According to a recent SEC filing, Ameriserve Food Distribution Inc.'s
reorganization plan allowed claims against it amounting to $2.68 billion,
Dow Jones reports.  But, following the proposed settlement, unsecured
creditors will see only 15% of that amount, or $398.6 million.

Dow Jones added that Tricon, whose KFC, Pizza Hut and Taco Bell restaurants
in the U.S. depend on AmeriServe for food and supplies, is the
distributor's primary customer.  The fast-food giant has been a source of
more than $100 million in debtor-in-possession financing for AmeriServe
since its Chapter 11 filing on Jan. 31.  

BORDEN CHEMICALS: Moody's Cuts $200MM Senior Notes to B2; Outlook Negative
Moody's lowered the rating of Borden Chemicals and Plastics Operating
L.P.'s $200 million senior notes, due 2005, to B2 from B1. The senior
implied and the senior unsecured issuer rating is B2. The rating outlook is

The rating action and negative outlook reflect our expectation that the the
company will have lower future earnings prospects than was previously
anticipated; the highly cyclical nature of the partnership's remaining
chemical commodity product, polyvinyl chloride (PVC) resins; recent
significant declines in PVC resin volumes (16% decline in third quarter
from second quarter) and prices (5% decline in third quarter) and higher
natural gas cost (25% increase in third quarter), which we anticipate will
continue through at least the first quarter of 2001; the anticipated
pressure on PVC margins that will be caused by slowing construction, which
is the key PVC end market use; and the cyclical nature of its principal raw
materials (natural gas, ethylene, chlorine and VCM).

The ratings also reflect the lack of integration to ethylene and chlorine
resulting in less stable margins than integrated producers; lack of
diversification of products; past large distributions to limited partners
following the last cyclical upturn; and losses incurred in 1998 and 1999
resulting from the downcycle that began in 1997 in the partnership's three
key products (PVC, nitrogen fertilizers, and methanol). The ratings also
recognize experienced management, current efforts to control cash costs,
management's continuing consideration of strategic alternatives, and its
considerable efforts over the past two years to explore strategic options
that resulted in the exit from the nitrogen fertilizers, formaldehyde, and
methanol business segments.

The B2 rating on the senior notes reflects their effective subordination to
the $100 million secured credit facility, maturing 2004, to the extent of
the value of the collateral. Given the limitations of the collateral
package, we believe that there is still considerable value in the
unencumbered assets to support bondholders' recovery in a distressed
scenario. The credit facility is secured by a first priority security
interest in accounts receivable, inventory, and certain equipment and real
property (subject to a $17 million cap on all collateral except accounts
receivable and inventory), and is subject to a borrowing base that is
comprised of 85% of eligible accounts receivable, 50% to 65% of eligible
inventory, plus the lesser of $17 million and 5% of consolidated net
tangible assets. As of 9/30/00, $50 million was available and $50 million
was outstanding under the company's $100 million credit facility. When the
methanol assets are removed from the borrowing base, including about $20
million of receivables plus other assets, we expect that the borrowing base
availability may be reduced to somewhat less than $100 million.

The negative rating outlook could be changed to stable if the company has
sustained earnings improvement.

The partnership is owned 98% by public unitholders and 2% by BCP
Management, Inc., a wholly owned subsidiary of Borden, Inc. Moody's
believes that the past financial policy of distributing significant amounts
of cash to limited partners during the upcycle is not compatible with the
partnership's cyclical commodity business and high leverage. A downcycle
began in 1997 in the partnership's three key products (PVC, nitrogen
fertilizers, and methanol) that resulted in significant losses in 1998.
Losses continued for nitrogen fertilizers and methanol in 1999 and 2000.
Although PVC prices and margins sharply declined in 1998 due to lower Asian
demand and resulting domestic overcapacity, the partnership benefited from
increased PVC demand during 1999 and 2000, and capacity was lower than
previously, resulting in price and margin improvement through the second
quarter of 2000. U.S. PVC demand growth slowed in the third quarter of 2000
due to the slowing U.S. construction industry and an inventory correction
in the vinyl supply chain. Also, higher raw material and energy costs in
2000 are limiting margins.

In December 1998 the partnership began exploring a broad range of strategic
alternatives including joint ventures, mergers, alliances, or the sale of
some or all of the businesses. In January 2000 the partnership announced
its strategic decision to exit its natural gas-based businesses (nitrogen
fertilizers and methanol) that it deemed to have poor long-term prospects,
and to focus on its PVC business (PVC resins and feedstocks, VCM, and
acetylene). In July 2000 the company sold its formaldehyde and certain
other assets to Borden Chemical, Inc., a subsidiary of Borden, Inc., for
$48.5 million, in July it closed its nitrogen fertilizer production
facilities (ammonia and urea), and it plans to exit the methanol business
by year-end or early 2001. These actions will resolve the on-going drain on
its cash flow from the products being exited. However, the company is still
significantly exposed to natural gas.

The overall industry outlook for prices and margins of PVC for the
intermediate term is positive because of a relative supply/demand balance,
as long as the economy and the construction industry continues to grow
enough to absorb incremental new capacity, Moody's noted. However, if PVC
demand were to slow down significantly in the 2001 spring and summer
season, conditions would become difficult for the PVC industry, including
the company. Announced new capacity includes only Shintech (approximately
600 million pounds as early as in the fourth quarter of 2000 and 600
million pounds in 2001).

For the three months ended 9/30/00, operating income from continuing
operations (EBIT) declined significantly to $( .8) million and EBITDA was
$7.6 million. For the third quarter interest coverage was thin with EBITDA/
Interest of 1.2 times, and EBITDA-Capex/ Interest of .9 times. Debt/ Book
Capitalization is 68%. Capital expenditures for the fourth quarter are
expected to be approximately $8 million.

Borden Chemicals and Plastics Operating L.P, headquartered in Geismer,
Louisiana, is a producer of PVC resins and feedstocks (VCM and acetylene).

CASH TECHNOLOGIES: Turns to the Equity Market for New Funding
"We have a history of incurring losses which resulted in our independent
accountants' issuing a going concern opinion," Los Angeles-based CASH
TECHNOLOGIES, INC., tells prospective shareholders in a Final Prospectus
filed with the Securities and Exchange Commission last week.  "We have
incurred losses since our inception. For the years ended May 31, 2000,
1999, and 1998, we sustained net losses of $6,639,901, $5,711,964, and
$2,727,145, respectively. For the three months ended August 31, 2000, we
had net losses of $1,047,644. At May 31, 2000 we had a stockholders' equity
of $3,409,725 and an accumulated deficit of $18,472,501.  At August 31,
2000 we had a stockholders equity deficiency of ($4,388,429) and an
accumulated deficit of $19,542,589. In its report accompanying our audited
financial statements for the fiscal year ended May 31, 2000, our
independent auditors included an explanatory paragraph wherein they
expressed substantial doubt about our ability to continue as a going
concern. This concern was due primarily to our lack of revenue and income,
substantial debt service requirements and working capital needs."

COMPLETE WELLNESS: Nasdaq Delists Shares and Warrants
Complete Wellness Centers, Inc. (Nasdaq: CMWL) announced last week that The
NASDAQ delisted its shares from the Small Cap Market.  The Company had
sought additional time to effect its plan to regain compliance with the
NASDAQ's listing requirements.

The NASDAQ Review Panel was unwilling, the Company said in a statement from
its Winter Park, Fla., offices, to grant the Company additional time to
remedy the $1.00 minimum bid price deficiency based on the fact that it was
tied to the consummation of the proposed merger with Cyfit. The Panel also
believed that the Company's plan to regain compliance with the $2,000,000
net tangible assets requirement by means of consummating the proposed
merger with Cyfit is not yet definitive in nature and will require
significant time to implement. The NASDAQ letter stated that the review
panel is of the opinion that the previously announced proposed merger with
Cyfit will result in a change of control, a change in financial structure,
and possibly a change in business, thereby requiring the post-merger entity
to immediately satisfy the initial inclusion requirements upon consummation
of the merger.

The Company's securities may be immediately eligible to trade on the OTC
Bulletin Board. An exemption has been granted to permit a broker-dealer to
publish in, or submit for publication in, a quotation medium, quotations
for the Company's securities. The Company's securities can be found under
the symbols CMWL and CMWLW or CMWL.OB and CMWLW.OB.

Complete Wellness Centers, Inc. is a nationwide organization that endeavors
to provide member healthcare practices with administrative, developmental,
financial and practice management consulting assistance, as well as to
provide consumers access to traditional and alternative health information,
products and services.  Additional information about the Company is
available at  

CROWN CRAFTS: Will Appeal NYSE's Move to Delist Shares
Crown Crafts, Inc. (NYSE: CRW) announced that it will appeal the decision
by the New York Stock Exchange to de-list the Company's stock from trading
on the NYSE. Trading will continue on the NYSE until the appeal is complete
or the Company moves the listing to another exchange.

The NYSE's action is being taken in view of the fact that the Company is
below the criteria for continued listing relating to global market
capitalization less than $50 million and total stockholders' equity less
than $50 million; and average global market capitalization over a
consecutive 30 trading-day period less than $15 million.

Crown Crafts CEO Michael Bernstein commented, "We have made substantial
progress towards the plan which we originally submitted to the NYSE in
June, including extension of our loans, restructuring and cost reductions,
and plans to reduce debt and increase the Company's equity. We need more
time to demonstrate the results of the actions already taken and underway.
In addition, we are being penalized by the fact that all textile stocks are
trading at huge discounts to book value and price-earning multiples in the
low single digits. With our new business model based on marketing and
distribution, Crown Crafts is now positioned to be profitable in two
attractive segments of home fashions: infant products (including bedding,
bath and bibs); and luxury adult bedding with the Calvin Klein and Royal
Sateen labels."

Crown Crafts, Inc., headquartered in Atlanta, Georgia, designs,
manufactures and markets a broad line of home textile furnishings and
accessories. The Company's three major product groups are bedroom products,
throws and decorative home accessories, and infant and juvenile products.

CROWN VANTAGE: Inks Agreement with KPS Special for Purchase of Assets
Crown Vantage Inc. (OTC Bulletin Board: CVANQ) and its wholly owned
subsidiary Crown Paper Co. announced that Crown Paper has signed a Letter
of Intent with KPS Special Situations Fund, LLC, for the sale to KPS or its
designee of substantially all of the specialty, packaging, text and cover
papers business of Crown Paper.

The consideration for the acquisition of the assets to be purchased is
$17.5 million in cash and a $7.5 million note payable in seven years, with
interest payable in cash or additional notes at the option of the
Purchaser. In addition, if the Purchaser subsequently sells certain assets
above a threshold level, under certain specific conditions, Crown Paper
will be entitled to share in the proceeds of any such sale. The Purchaser
has also agreed to assume certain liabilities of Crown Paper arising after
the filing of the Chapter 11 case.

Bob Olah, CEO of Crown Vantage and Crown Paper, said: "The sale of
substantially all of the Company's specialty papers business to one buyer
will enable that business to thrive in a way that would not have been
possible under the previous combined offer that we had received for St.
Francisville and two of the domestic specialty mills. At the same time,
this sale will enable Crown to focus on reorganizing around St.
Francisville, its principal asset. The agreement with KPS should hasten our
exit from Chapter 11 and enable us to emerge a stronger company in a
position to deliver superior products and services to our customers."
"The specialty business has a very loyal customer base, a broad family of
high quality and unique products, and a talented group of employees," said
David Shapiro, a managing principal of KPS. "We look forward to creating a
vibrant and successful specialty paper company through a combination of
cost reduction, focused capital investment and new product introductions."

The acquisition, which would occur as a sale of assets under Section 363 of
the Bankruptcy Code, is subject to, among other things, the negotiation and
execution of a definitive asset purchase agreement, due diligence and
financing. The sale is also subject to the receipt of higher or better
offers and to Bankruptcy Court approval. The Official Committee of
Unsecured Creditors has approved the signing of the Letter of Intent.

Crown Vantage is a leading manufacturer of value-added papers for printing,
publishing and specialty packaging. The Company's diverse products are
tailored for the special needs of target markets. End users include
specialty magazines and catalogs, financial printing and corporate
communications, packaging and product labels, coffee filters and disposable
medical garments-and hundreds more. For more information, visit

DAY RUNNER: Optimistic About Signing Amended Credit Agreement With Lenders
Day Runner, Inc. (OTC Bulletin Board: DAYR) announced that it is
negotiating with its lenders to restructure its existing debt and provide
long-term financing to the Company and expects to sign a definitive credit
agreement with its lenders later this month. The waiver agreement between
the Company and its lenders for the existing credit agreement expired
October 31, 2000. The Company anticipates that the new definitive credit
agreement will include a waiver for any defaults that occur between
November 1, 2000 and the date the new credit agreement is signed.

Day Runner, Inc. is a leading developer, manufacturer and marketer of
loose-leaf paper-based organizers for the North American and United Kingdom
retail markets and a leader in a number of key European markets. The
Company also develops, manufactures and markets a number of related
organizing products, including telephone/address books, business
accessories, organizing tools for students, wall boards, laminated wall
planners, and the Home Manager(TM) on-the-refrigerator organizer.

DRKOOP.COM: Acquires Assets of Online Lifestyle Web
--------------------------------------------------------------, Inc. (Nasdaq: KOOP), a leading Internet Health Network and
provider of Internet-enabled application services for the healthcare
industry, announced the acquisition of the assets of, a leading
online lifestyle community for 14- to 24-year-olds. acquired all assets from Sherwood Partners, Inc., a
corporate restructuring and business advisory firm, for 1.58 million shares
of common stock and $150-thousand cash. The acquisition boosts the registered user base to more than two million. While both sites
will continue operating independently, there will be some basic content
integration. plans to leverage its existing infrastructure to
operate with minimal additional expense. Dr. Drew Pinsky,
founder for whom was named, will work closely with and take a
seat on the Medical Advisory Board.

"Some will say this was a risky business-to-consumer move in a battered
segment of the industry," said Ed Cespedes, president of
"They're wrong. It opens the door to additional licensing revenues and
provides solutions for our healthcare provider partners in their efforts to
reach teens and young adults. We will continue to seek out undervalued
properties such as for potential acquisitions."

"We are now able to deliver pertinent health messages to adolescents and
young adults," said Dr. C. Everett Koop, former U.S. Surgeon General and
chairman of "This is an audience which tends to fall through
the cracks of traditional medical messaging."

Dr. Drew agreed, saying, "This move joins the two most trusted voices for
health information on the Internet. Each site is strong in its individual
market, but together we will be unbeatable. I am looking forward to working
with the management team at to create strategic opportunities
and reach more young people by extending my message into different business

Hospitals and other healthcare providers are particularly interested in the
type of content offered by, which will be licensed as part of
the successful Community Partner Program. Siemens, through its
acquisition of Shared Medical Systems, is one of the company's largest
licensing partners.

"Teens and young adults have traditionally been a particularly difficult
market to reach for healthcare information," said Jon Zimmerman, General
Manager, of the Healthcare Data Exchange of Siemens. "It is absolutely
critical that such information be private, credible, direct and in a
language they understand. To deliver valuable service with expert and
trusted content, it is imperative for our customers that we supply the
advice and counsel of a known expert. We are very excited that
now has the services of Dr. Drew, who commands a great level of respect and
loyalty among the valuable young adult demographic," he added.
Dr. Drew's nationally syndicated radio program "Loveline" is currently in
its 18th year of production, and the television version aired for four
years on MTV. In addition to his broadcast work, Dr. Drew is the medical
director for the Department of Chemical Dependency Services and the former
chief of service in the Department of Medicine at Las Encinas Hospital in
Pasadena, CA. He continues to run a private clinical practice and has been
named clinical assistant professor of Pediatrics at Los Angeles Children's
Hospital. is a leading Internet Health Network providing measurable value
to individuals worldwide. Its mission is to empower consumers with the
information and resources they need to become active participants in the
management of their own health. The Network is built from
relationships with other Web sites, healthcare portals and traditional
media outlets, and integrates dynamic, medically reviewed content,
interactive communities and consumer-focused tools into a complete source
of trusted healthcare information. Its strategic alliance with Shared
Medical Systems (SMS) makes a leader in promoting secure online
interaction between patients, their physicians and local healthcare
organizations. With more than two million registered users worldwide, has strategic relationships with numerous online organizations.
The company's content is also featured on web sites representing more than
420 healthcare facilities nationwide.

Dr. Drew and his childhood friend and fellow Amherst grad, Curtis Giesen,
launched, a lifestyle online community for 14- to 24-year-olds.
The Internet is the logical medium for Dr. Drew to communicate with young
adults. The site is rich with content and features Webcasts, chat rooms,
forums, exclusive celebrity interviews, home pages, user polls, instant
messaging, buddy lists, and movie, album and book reviews, as well as great
information on relationships, sex, and health issues. He serves as the
site's president and editor in chief.

FMC CORPORATION: Spin-Off Transaction Prompts Moody's to Revise Outlook
Moody's Investors Service changed the outlook of the debt ratings of FMC
Corporation from stable to negative. The change in outlook follows FMC's
announcement that it plans to spin-off its equipment manufacturing
operations, which in 1999 represented about 48% of FMC's revenues and 33%
of its total assets. Moody's said that the change in outlook reflects
uncertainty over the timing and proceeds from the partial IPO, as well as
uncertainty over the final allocation of debt between the two entities.
Prior to the spin-off, overall debt levels are expected to decline from the
$1.4 billion level at June 30, 2000, through a combination of operating
cash flows, allocation of debt to the divested assets, and proceeds from
the partial IPO. Therefore, we anticipate that if the transaction proceeds
as currently planned, the existing ratings on FMC would most likely be

The planned divestiture would be accomplished by an initial public offering
of up to 20% of the machinery business, followed by a spin-off of the
remaining shares. The transaction requires final board approval, a
favorable tax ruling and is subject to market conditions. The IPO is
expected by the second quarter of 2001 and completion of the spin-off is
expected by the end of 2001. The change in outlook affects:

    a) FMC's senior unsecured notes and shelf registration - currently rated

    b) subordinated debentures - currently rated Baa3, and

    c) commercial paper - currently rated Prime-2.

The surviving FMC Corporation will comprise FMC's specialty and industrial
chemicals businesses. Products consist of biopolymers, soda ash, hydrogen
peroxide, phosphate, insecticides and herbicides, and serve a variety of
markets. In 1999, these assets generated combined sales of $2 billion and
operating income of $280 million.

The businesses that will be spun-off comprise FMC's Energy Systems and Food
and Transportation Systems businesses. The largest business is the $1.1
billion Energy Services business, which focuses on deepwater, offshore
development of oil and gas fields. Other manufacturing segments include
food handling systems and airport equipment. In 1999, these assets
generated sales of $2 billion and operating profit of $160 million.

Headquartered in Chicago, Illinois, FMC Corporation is currently a
diversified company that manufactures both machinery and chemicals. FMC
reported $4.1 billion in sales for fiscal 1999.

GARDEN BOTANIKA: Comparable Store Sales for October Decline by 6%
Garden Botanika, Inc. (OTCBB:GBOTQ.OB) reported comparable store sales for
October (the four-week fiscal period ended October 28, 2000).

Comparable store sales decreased 6% from sales in October of 1999 for the
108 stores open at least one complete fiscal year. Total sales declined to
$3.1 million from $3.8 million in the prior year, primarily due to a
decrease in the number of stores from 148 to 109. For the month, combined
mail order and Internet sales were $174,000 and commercial sales were
$304,000. Included in commercial sales were sales at wholesale of $172,000
to women's specialty retailer Paul Harris Stores Inc., which intends to
offer Garden Botanika products for sale at twelve of its stores through the
holiday season. The Company also recognized $177,000 in revenue from sales
of annual memberships in the Company's discount shopping "Garden Club"
program, which membership sales are amortized over the course of a year.
Last month, comparable store sales decreased 8% from sales in September of

For the thirty-nine weeks ended October 28, 2000, sales decreased to $30.7
million from $44.1 million in the comparable prior period. Included in
total sales are mail order and Internet sales of $1.7 million, commercial
sales of $1.5 million and the recognition of $1.7 million in revenue from
sales of annual memberships in the Garden Club program.

Garden Botanika markets botanically based cosmetic and personal care
products through its 109 stores across the U.S., through its own catalog
and on the Internet. The Company's headquarters are located at 8624-154th
Avenue NE, Redmond, Washington 98052, and its Web site address is

HARNISCHFEGER INDUSTRIES: Harnco Will Assumes Some Comdisco Contracts
In the course of reviewing and analyzing executory contracts for
assumption or rejection, Harnischfeger Industries, Inc., tells the U.S.
Bankruptcy Court in Wilmington, the HarnCo Debtors have identified four
Comdisco Equipment Schedules for the lease of computer equipment and a
Software License Agreement that they believe it would be in the best
interest of their estates to assume. Accordingly, the Debtors seek the
Court's authority, pursuant to section 365(a) of the Bankruptcy Code, for
the assumption of the Comdisco Agreement Schedules that Harno has entered
into with Comdisco, Inc. and for expunging Claims Nos. 10589 and 10590
filed by Comdisco.

Pursuant to a Master Lease Agreement entered as of May, 1984, HarnCo may
lease tangible personal property from Comdisco by execution of Equipment
Schedules. Each Equipment Schedule lists the property to be covered,
incorporates the terms and conditions of the Master Lease and any
additional terms and conditions upon which HarnCo and Comdisco agree, and
constitute a lease separate from the Master Lease or any of the Equipment
Schedules. HarnCo has entered into numerous Equipment Schedules pursuant
to the Master Lease. The Debtors specify that, by this motion, HarnCo
makes no representation as to its ability or intent to assume or reject
the Equipment Schedules other than those four identified in the motion:

    (1) Equipment Schedule No. 7 dated June 11, 1997;

    (2) Equipment Schedule No. 11 dated August 19,1998;

    (3) Equipment Schedule No. 12 dated February 19,1999; and

    (4) Equipment Schedule No. 13 dated March 23, 1999.

Pursuant to the Software License Agreement between Comdisco and HarnCo
dated January 31, 1997, Comdisco agreed to license to HarnCo: ComPAS,
ComPAS User's reference, tutorial, quick reference guide, and Sample
Plans. The Software License Agreement also provides that Comdisco will
provide certain support services including but not limited to software
updates, on-site support, and telephonic support.

Upon assumption, HarnCo will pay Comdisco the Cure Amount of $27,883
within thirty days after the motion is granted.

The Debtors believe it is sound business judgment to assume the Schedules
and the Software License Agreement, considering that any agreements with a
new lessor of the equipment or licensor of the software would entail
start-up costs and other related sunk costs which would undoubtedly exceed
the Cure Amount. Moreover, it is critical for HarnCo to have undisrupted
use of the equipment and software, and to maintain a good working
relationship with Comdisco because of Comdisco's expertise and inventory
of equipment available for lease.

The Debtors tell Judge Walsh that they have paid, as post-petition
administrative expenses, many of the debts covered in the claims filed by
Comdisco, Claim No. 10589 in the amount of $156,165 and Claim No. 10590 in
the amount of $676,758. Therefore, the Debtors submit that, upon payment
of the Cure Amount, these two claims will be unenforceable against the
Debtors and should be disallowed and expunged for all purposes.
(Harnischfeger Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

HOMESEEKERS.COM: Significant Losses Causes Auditors to Express Concern
Ernst & Young LLP sees that, Incorporated, has sustained
significant operating losses, its balance sheet reflects an accumulated
deficit and there is uncertainty as to the Company's ability to secure
additional financing. These facts, E&Y says, raise substantial doubt about
the Company's ability to continue as a going concern. At June 30, 2000, the
Company's balance sheet shows $4.1 million in current assets and $8.8
million in current liabilities.  Sales of stock have kept money coming in
the door, but those funds last only so long when quarterly losses top $25
million as they did in the quarter ending June 30, 2000.

HUNTSMAN CORPORATION: Moody's Reviewing Ratings for Possible Downgrade
Moody's Investors Service placed the ratings of Huntsman Corporation and
Huntsman Polymers Corporation on review for possible downgrade.

The rating action is prompted by our expectation that the companies'
earnings will be materially impacted in the near-term by rising raw
material and natural gas prices. Moody's review will focus on the effect of
rising costs on margins, earnings, cash flow and creditor protection in the
near to intermediate terms. In connection with lower anticipated earnings,
Moody's anticipates that the company will enter into discussions with its
lenders concerning an amendment to its credit facility.

In addition, the review will evaluate the effect of Huntsman Corporation's
November 2, 2000 announcement that its subsidiary, Huntsman Specialty
Chemicals Corporation, has reached an agreement to purchase Imperial
Chemical Industries' (ICI) 30% share of Huntsman ICI Holdings (Holdings)
for $365 million plus interest, which the company expects will be completed
by mid-2001.

Ratings placed under review for possible downgrade:

    * Huntsman Corporation

       -- Senior Implied, Ba3, Stable Outlook

       -- Senior Unsecured Issuer Rating, B1

       -- $1.4 billion senior secured credit facility, maturing 2002 - 2005,

       -- $125 million senior subordinated notes, due 2007, B2

       -- $275 million senior subordinated notes, due 2007, B2

       -- $200 million senior subordinated notes, due 2007, B2

    * Huntsman Polymers Corporation, a wholly owned subsidiary of Huntsman

       -- $175 million senior notes, due 2004, B1

Huntsman Corporation, based in Salt Lake City, Utah, is a leading producer
of commodity and specialty chemicals and polymers.

I360, INC: Infocast to the Rescue, Everybody Hopes
i360 inc. has incurred millions of dollars of losses and has a working
capital deficiency.  Management's plan with respect to this matter is to
raise sufficient additional financial resources to enable the Company to
increase the volume of its customers to a level that will generate net
income and positive operating cash flows. In this regard, management has
negotiated an agreement to be acquired by Toronto-based Infocast
Corporation. Management believes that if the transaction is completed
Infocast will have the financial resources necessary to enable it to meet
its financial obligations. Should the transaction not occur, the Company
intends to seek alternative investments to generate operating capital.
However, the Company is not currently in discussions with potential
financial resources other than Infocast. These conditions, Ernst & Young
LLP says, raise substantial doubt about the Company's ability to continue
as a going concern. i360 inc. is an internet solutions company. The Company
was founded on July 14, 1999.

INTEGRATED HEALTH: Movesto Reject Louisiana Facility Management Agreement
Integrated Health Services at Franklin, Inc. is the Manager of Franklin
Nursing Home, located at 1904 China Berry Street, Franklin, Louisiana
70538, pursuant to a Management Agreement with Pinnacle Health Facilities
of Louisiana, L.L.C. Pinnacle, as the Tenant, is the "provider" of services
at the Facilities, with ownership of all licenses permits and contracts
including Medicare and Medicaid provider numbers, provider agreements with
the HCFA and the Facilities' Medicare and Medicaid certifications.

Pursuant to the Management Agreement, which is for a term of thirty months
commencing September 1, 1998, Pinnacle is to pay IHS Franklin a monthly
Base Management Fee equal to 6% of the Facilities' Adjusted Gross Revenues,
and a quarterly Incentive Management Fee equal to 40% of the Facilities'
Adjusted EBITDA. In addition, Pinnacle gives IHS Franklin a security
interest in certain assets in connection with the Facilities including, (i)
Tenant's interest in any real property; (ii) all of Tenant's present and/or
future interest in any real property leased by Tenant (other than the
Facilities); (iii) all present and/or future (a) accounts receivable, (b)
equipment, furniture and fixtures; (c) contract rights, and (d) inventory,
supplies, goods, merchandise, work in progress, finished goods and other
personal property, (iv) all licenses, permits and other intangible assets,
and (v) any and all proceeds of any of the foregoing.

The Facilities consistently operate at a loss and the Debtors believe that
a turnaround is unlikely. Accordingly, it is unlikely that IHS Franklin as
the Manager will earn the Incentive Management Fee. Moreover, Pinnacle owes
IHS Franklin Base Management Fees in excess of $675,000.

Therefore, the Debtors have determined it is in the best interest of their
estates and creditors to reject the Agreement and end their managerial
relationship with Pinnacle. The parties have agreed that Pinnacle as the
Tenant will take over the management of the Facilities as of November 2,

By this motion, the Debtors ask the Court to authorize IHS Franklin to
reject the Management Agreement by and between IHS Franklin and Pinnacle
Health Facilties of Louisiana L.L.C. with a Rejection Claim Deadline set at
thirty days from the date of the Court's approval of the motion.
(Integrated Health Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

LOEWEN GROUP: Selling Two Texas Funeral Homes for $300,000
As part of the Disposition Program, Loewen (Texas), Inc. and Pitts
Kreidler-Ashcraft Funeral Directors, Inc., sought and obtained Bankruptcy
Court authority to sell respectively, Virgil Wilson Funeral Home (No. 2963)
and Garza-Elizondo Funeral Home (No. 2798), both in Texas, and related
assets, clear of liens, claims and encumbrances, and to assume and assign
related unexpired leases and contracts such as equipment, supplies and
service contracts.

The Debtors contemplate to sell the businesses to the Initial Bidder
(Grupo Deco Texas Partners L.P. and Grupo Deco Texas, Inc.) including
substantially all personal property located there and used in connection
with the businesses for a Purchase Price of $300,000 less the amount paid
by the Initial Bidder under the Neweol Purchase Agreement, subject to
higher and better offers. Pursuant to the Asset Purchase Agreement, all
accounts receivable, transferable permits relating to the businesses
conducted at the Sale Locations will be transferred to the Initial Bidder.
The Initial Bidder also agrees to assume all of the Selling Debtors'
rights and obligations under the Assignment Agreements.

The Initial Bidder paid the Selling Debtors a deposit of $15,000 upon the
execution of the Purchase Agreement and agrees to pay the remainder of the
Purchase Price at the closing. The Initial Bidder is entitled to Expenses
in the amount of $6,000 if the Selling Debtors fail to consummate the
transaction for a better and higher offer or materially breach obligations
under the Purchase Agreement and the Initial Bidder does not materially
breach its obligations.

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

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

The Court Order affirms that there are no cure amounts for the Assignment
Agreements under section 365(b) of the Bankruptcy Code and the Purchaser
is entitled to the protections afforded under section 363(m) of the
Bankruptcy Code as a good-faith purchaser. The Court Order also provides
that any transfers in the sale as authorized by the Court are exempt from
any taxes under section 1146(c) of the Bankruptcy Code.

Judge Walsh, however, makes it clear that the Purchaser is not relieved of
the obligations, if any, that it would have under Texas law outside
bankruptcy with respect to prepaid funeral contracts being acquired from
the Selling Debtors, and nothing in the Bankruptcy Court's order will be
deemed an adjudication of the extent, validity or priority of any liens,
claims, encumbrances or other interests in or against the Sale Locations.

Judge Walsh affirms in the Order that objections, to the extent that they
are unresolved, are overruled. (Loewen Bankruptcy News, Issue No. 28;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

LTC: Fitch Downgrades Mortgage Certificates Class E to B & Class F to CCC
LTC's commercial mortgage pass-through certificates, series 1996-1, $11.8
million class E and $4.5 million class F certificates are downgraded from
`BB-' and `B-' to `B' and `CCC', respectively by Fitch. Also, the $7.6
million class C and the $5.1 million class D certificates, rated `A' and
`BBB', respectively, are placed on Rating Watch Negative. Fitch affirms the
$48.7 million classes A, R, and LR certificates at `AAA' and the $8.7
million class B certificates at `AA'. These rating actions follow Fitch's
annual review of the transaction, which closed in March 1996.

The certificates are collateralized by 29 loans secured by 46 health care
properties. As of October 2000, the collateral balance had declined 18%,
since closing, to $92.0 million. The pool is diversified among 15 states,
with the largest concentrations in Georgia (20% by principal balance),
Arizona (15%), and Florida (13%).

The downgrades and Rating Watch classifications reflect a continued
deterioration in the collateral's operating performance, questions
concerning the outlook of the collateral, and concerns about operator

Fitch reviewed year-end 1999 operating performance for 26 of the 29 loans
(or 95% by principal balance). Based on the reported net operating income,
adjusted for a 5% management fee, and actual debt service, the comparable
weighted-average debt service coverage ratio (DSCR) declined 8% to 1.32x
from 1.43x in 1998. Eight loans, representing 33% of the principal balance,
had a DSCR below 1.0x. The decline in performance was mainly attributed to
shifts in patient mix from Medicare and Private-Pay to Medicaid,
reimbursement changes under the Prospective Payment System, or mid-year
changes of the operators of several of the properties. It should be noted,
however, that, to date, there have been no reported delinquencies and no
realized losses.

In addition to the deterioration in performance, Fitch continues to be
concerned with the operator composition of the pool. Sun Healthcare (Sun),
which filed for bankruptcy in October 1999, operates five facilities,
accounting for 22% of the pool balance. Sun is not expected to announce its
intentions regarding the affirmation or disaffirmation of leases until
January 2001. While only one of Fitch's loans of concern was operated by
Sun, it should be noted that if Sun decides to disaffirm any of its leases,
it may lead to temporary underperformance of the underlying facility.
Integrated Health Services (IHS), which filed for bankruptcy in February
2000, operates five facilities, accounting for 16% of the pool balance.
Like Sun, IHS is expected to announce its intentions regarding its leases
in early 2001. IHS operates facilities securing two loans Fitch deemed to
be of concern.

Fitch assumed 10 loans, representing 37% of the principal balance, would
default. Three of these loans (17% of the principal balance) experienced
significant year-to-year declines in their DSCRs. The servicer attributed
these declines to a mid- year change in the operators of the underlying
properties. While new operators are in place, Fitch is unclear as to the
new operators' ability to improve performance. This uncertainty led to the
placement of classes C and D on Rating Watch Negative. The downgrading of
classes E & F reflected the hypothetical default of those loans (seven
loans, or 20% by principal balance) that have had a history of
underperformance. Fitch will continue to monitor the performance of this
transaction as surveillance is ongoing.

MASTER GRAPHICS: Announces Reorganization Plan To Emerge From Chapter 11
Master Graphics, Inc. (OTC Bulletin Board: MAGR) announced the principal
terms of a comprehensive business plan for the restructuring of its
operating subsidiary, Premier Graphics, Inc.

Pursuant to the new business plan, Premier Graphics' operations will be
restructured around a core group of eleven of its divisions. Proceeds from
the sale or other disposition of the Company's remaining non-core divisions
will be used to reduce the Company's secured indebtedness and for working
capital purposes.

"This business plan forms the basis of our Chapter 11 plan of
reorganization that will be filed and announced by year end as planned,"
said Michael Bemis, Master Graphics' chairman and chief executive officer.
"The reorganized Master Graphics will continue its operations through those
divisions that have the best prospect of continued success, with a
streamlined capital structure and significantly reduced debt," Bemis

Under the plan, the core divisions and the locations of their facilities
are as follows: Argus Press in Niles, Illinois; B&M Printing in Memphis,
Tennessee; Golden Rule Printing in Huntsville, Alabama; Harperprints in
Henderson, North Carolina; Jones Printing in Chattanooga, Tennessee;
Lithograph Printing in Memphis, Tennessee; McQuiddy Printing in Nashville,
Tennessee; Sutherland Printing in Montezuma, Iowa; Thomasson Printing in
Atlanta, Georgia; White Arts/TPC in Indianapolis, Indiana; and Woods
Lithographics in Phoenix, Arizona.

"We expect to complete our reorganization plan and exit Chapter 11 early in
the first quarter of 2001, keeping our stay in Chapter 11 to approximately
6 months," Mr. Bemis further stated. "This fast-track reorganization plan
brings to Master Graphics's customers, vendors, and employees the certainty
and stability necessary to move forward in the competitive, general
commercial printing industry."

The Company also filed today a motion seeking a forty-five day extension of
the exclusive period in which only a debtor can file a plan of
reorganization. This brief extension is consistent with Master Graphics'
planned fast-track emergence and will afford the Company the opportunity to
convert its business plan into a plan of reorganization filed with the
Bankruptcy Court within a short period of time.

As previously reported, Master Graphics commenced Chapter 11 reorganization
proceedings in Delaware on July 7, 2000. The Company provides high-quality,
general commercial printing products to numerous customers throughout the
United States. These products are produced through several operating
divisions of Premier Graphics.

MONEY'S FINANCIAL: Case Summary and 18 Largest Unsecured Creditors
Debtor: Money's Financial LLC
         6 Executive Campus, Cherry Hill
         New Jersey 08002

Affiliates: Money's (US) Partnership
             Money's Foods U.S. Inc.
             North American Spawn Inc.

Chapter 11 Petition Date: November 2, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-04096

Debtor's Counsel: Brendan L. Shannon, Esq.
                   Young Conaway Stargatt & Taylor, LLP
                   110 North Market Street
                   P.O. Box 391
                   Wilmington, Delaware 19899-0391
                   (302) 571-6600

Total Assets: $ 10 Million Above
Total Debts:  $ 10 Million Above

18 Largest Unsecured Creditors

The Bank of Nova Scotia
  Global Risk Management
  Special Accounts
Jameel Sethi
Scotia Plaza, 29th Floor
40 King Street West
Toronto, Ontario
M5H 1H1
Canada                                Bank Loan
(416) 933-1359                         & Guaranty            $ 57,784,809

Vlasic Foods International, Inc.
Cary Metz
Six Executive Campus
Cherry Hill, NJ 08002-4112
(856) 969-7413                        Contract               $ 43,000,000

The Manufacturers Life
  Insurance Company
Bill Ecuwes
200 Bloor Street East
Toronto, Ontario
M4W 1E5
(416) 92605455                        Guaranty                $ 7,825,000

Citicorp North America Inc.
Victor Roskey
c/o Citibank Canada
Canterra Tower, Ste 4210
400 Third Ave., S.W.
Calgary, Alberta
T2P 4H2
(403) 261-5118                        Guaranty                $ 7,425,000

RoyNat Capital Inc.
Earle Lande
40 King Street West, 26th Fl
Toronto, Ontario
M5H 1H1
Canada                                Guaranty                $ 5,750,000

Sun Gro Harticulture, Inc.
Marilyn Stafford
P.O. Box 99165
Chicago, IL 60693
(800) 451-9379                        Trade Debt                $ 342,023

Creech Services, Inc.
Tom Creech
4100 Heraldy Ct
Lexington, KY 40513
(800) 227-5125                        Trade Debt                $ 287,436

Linda Russell
P.O. Box 640160
Pittsburgh, PA 15264
(253) 924-5186                        Trade Debt                $ 266,447

Ivex Packaging Group                  Trade Debt                $ 147,863

Grelton Elevator, Inc.                Trade Debt                $ 131,163

Julius Kolesar, Inc.                  Trade Debt                $ 117,533

Conagra Co.                           Trade Debt                $ 112,764

Compost Products, Inc.                Trade Debt                $ 110,022

Sylvan America                        Trade Debt                $ 108,345

Sutter Enterprises, Inc.              Trade Debt                $ 104,876

Compost Supply, Inc.                  Trade Debt                $ 101,580

Albest Service Group                  Trade Debt                $ 100,469

Purdy Bros. Trucking Co.              Trade Debt                 $ 96,564

NETWORK CONNECTION: KPMG Questions Company's Continued Viability
KPMG LLP continues to express doubt about the ability of The Network
Connection, Inc., and its subsidiary to continue as a going concern. KPMG
notes that the Company has incurred net losses from operations and its
balance sheet reflects a working capital deficiency and an accumulated
deficit. The Network Conntection, Inc., is based in Philadelphia,

Irwin L. Gross, 56, serves as Chairman of the Board of Directors and Chief
Executive Officer. Robert Pringle, 39, serves as Director, President and
Chief Operating.

NON-INVASIVE: Continued Operations in 2001 Will Require Additional Capital
Financial reports prepared by Gerson, Preston & Company, P.A., independent
auditors for Non-Invasive Monitoring Systems, Inc., based on Miami,
Florida, for the two years ended July 31, 2000, contain an explanatory
paragraph raising substantial doubt of the Company's ability to continue as
a going concern.  As previously reported in the Troubled Company Reporter,
revenues generated from the Company's LifeShirt and SMC Agreements were
insufficient to fund operations during fiscal 2000, and the Company has
burned-up $10 million of equity investments.

"If revenues generated from the LifeShirt and SMC Agreements or other sales
do not reach levels sufficient to fund working capital requirements during
fiscal 2001, the Company will require further financing to continue
operations during fiscal 2001 and in any event may require additional
capital to fund research and development efforts beyond presently
contemplated levels. Failure to secure necessary financing might result in
the further reduction and curtailment of operations," Non-Invasive said in
a regulatory filing with the SEC last week.

NUMED HOME: Healthcare Concern Seeks Chapter 11 Protection in Florida
NuMED Home Health Care, Inc., a Nevada corporation announced that it and
its eight wholly owned subsidiaries filed voluntary Petitions for relief
under Chapter 11 of the United States Bankruptcy Code. The filings were
made in the U.S. Bankruptcy Court for the Middle District of Florida,
located in Tampa. NuMED and its subsidiaries are continuing operations as
debtors in possession while they seek approval of a plan or plans of

"Due to our ongoing liquidity problems, we have found it necessary to seek
the protection of filing for Chapter 11 status while we explore various
restructuring opportunities and strategic alternatives, including a serious
pursuit of a possible sale of the businesses of the Companies," said Susan
J. Carmichael, chief executive officer and president. In this regard the
Company also announced that it has signed a letter of intent to pursue a
sale of substantially all of the assets of the Companies or the stock of
its subsidiaries (to a local investor) and to secure debtor-in-possession
financing from such investor pending the negotiation and consummation of
the possible sale, all of which would be subject to bankruptcy court

"Chapter 11 should progress behind the scenes in the corporate offices and
will allow our home health services and contract staffing activities to
continue uninterrupted in the manner expected by those patients and health
care providers who utilize our services. We appreciate the support of our
employees, vendors, clients and the public as we work through this
challenging time," Carmichael added.

The Company's subsidiaries include Whole Person Home Health Care of
Florida, Inc., a Florida Corporation, d/b/a Total Professional Health Care;
Silver Moves, Inc., a Florida corporation, d/b/a Florida Nursing Services;
Countryside Health Services, Inc., a Florida corporation; Whole Person Home
Health Care, Inc., a Pennsylvania corporation; Pennsylvania Medical
Concepts, Inc., a Pennsylvania corporation; Whole Person Home Health Care
of Ohio, Inc., an Ohio corporation; Parke Home Health Care, Inc., an Ohio
corporation; and NuMED Rehabilitation, Inc., a Florida corporation.

Additionally, the Company announced that two of its directors, Richard
Osborne and Michael Gorman, have resigned from the board, effective as of
October 25, 2000.

NuMED is in the business of providing health care management services to
home health care providers, primarily through the operation of its
subsidiaries. The subsidiaries are in the business of providing home health
care related services to private patients, commercially insured patients
and Medicare and Medicaid patients located in the vicinity of the
respective offices of the subsidiaries. In addition, the subsidiaries
provide temporary staffing of nursing personnel and contract staffing of
physical, occupational, language and speech therapists to health care
facilities in Florida, Ohio and Pennsylvania.

PLAY-BY-PLAY: Crutchfield Capital Assists Company in Debt Restructuring
Stuffed toy maker, Play-By-Play Toys & Novelties, Inc., is attempting to
refinance and restructure its subordinated debentures, which mature on
December 31, 2000, as well as attempting to negotiate certain extensions
and concessions from a licensor with whom the Company has a highly
significant relationship relative to three significant entertainment
character licensing agreements that expire on December 31, 2000. At July
31, 2000, the Company was not in compliance with certain financial
covenants of the Company's senior credit facility.

CFO Joe M. Guerra says that the Company is in negotiations with the senior
lender to waive such non-compliance and to amend the financial covenant for
future periods. Due to the timing of these very significant events, Mr.
Guerra adds, it will be impossible to timely file its Annual Report on Form
10-K for the fiscal year ended July 31, 2000, with the SEC.

Reuters reports that the Company has retained Crutchfield Capital Corp. to
help pave the way towards financial stability.

RELIANCE GROUP: Danger Signals Prompt Moody's to Junk Insurer's Ratings
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:

    a) Reliance Group Holdings, Inc. -- Senior debt to Ca from Caa2;

    b) Reliance Group Holdings, Inc. -- Subordinated debt to C from Ca;

    c) Reliance Insurance Company -- Insurance financial strength to Caa1
         from Ba3;

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

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

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

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

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

    i) United Pacific Insurance Co. of New York -- Insurance financial
         strength to 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.

SAFETY-KLEEN: Stickney/Tyler Administrative Group Seeks Relief From Stay
The Stickney/Tyler Administrative Group and its individual Directors,
through Duane D. Werb and Brian A. Sullivan of the firm of Werb and
Sullivan, filed a motion seeking relief from the bankruptcy stay to permit
an action styled Stickney/Tyler Administrative Group et al. v. Earl Scheib
of Ohio, Inc. et al., pending in the United States District Court for the
Northern District of Ohio to proceed to judgment against Safety-Kleen Corp.

In 1998 the Movants state that they had commenced suit against SK and
others under the Comprehensive Environmental Response, Compensation and
Liability Act to recover costs that the Movants incurred, and continue to
incur, in cleaning up contaminated property in Toledo, Ohio. While the
Debtor is said to have stated it was fully indemnified by McKesson HBOC,
Inc., the Debtor's predecessor-in-interest, for any liability and the costs
of defense of this suit, no indemnification agreement had been produced
prior to the commencement of the Chapter 11 proceeding, and the litigation
was in mediation at the time the bankruptcy petition was filed. The
Movants have requested that the Bankruptcy Court terminate the stay to
permit the Ohio litigation to proceed to judgment, alleging that the Debtor
will not be prejudiced if it is indeed fully indemnified. If the stay is
not modified, the Movants allege that they will be effectively denied an
opportunity to litigate their claim. Further, if the stay is not modified,
the Movants will be required to litigate the Debtor's liability in the
Bankruptcy Court and as part of the Ohio suit, raising the possibility of
inconsistent outcomes. (Safety-Kleen Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

SOLV-EX CORPORATION: Chairman Rendall Resigns; Bankruptcy Filing Likely
Solv-Ex Corporation (OTC: SVXC) reported that John S. Rendall resigned as
the Chairman of the Board of Directors and Chief Executive Officer of the
Company effective November 1, 2000. The Company also reported that Herbert
M. Campbell, II had previously resigned as a director.

Frank Ciotti, Chief Financial Officer of the Company, was then elected to
the position of Chief Executive Officer of the Company. Following the Board
of Directors' meeting held on November 1, 2000, all remaining outside
directors of the Company also resigned, leaving Mr. Ciotti as the remaining
sole director of the Company.

Mr. Ciotti stated, "Due to cash flow problems, the Company has suspended
all research and development activities. The Company is in the process of
evaluating its alternatives, which most likely will require the filing for
protection under the bankruptcy laws in order to attempt a restructuring of
the Company." Mr. Ciotti further stated that the Company has entered into
an agreement with two of its secured debenture holders, Altamira Management
Ltd and ABN Amro Bank (Switzerland) (together the "Debenture Holders"),
which extends the due date on their outstanding debt until December 29,
2000. If these obligations are not paid by December 29, 2000, the Debenture
Holders have the right to request the appointment of a receiver and proceed
with the liquidation of their collateral, which includes the Company's
buildings and equipment in Albuquerque, New Mexico.

The Company received a letter from the Securities and Exchange Commission
dated October 18, 2000 requesting the filing of delinquent Forms 10-K and
10-Q dating back to June 30, 1997, which precedes the date of the Company's
filing for bankruptcy protection under Chapter 11 in August 1997. The SEC
stated that failure to file the delinquent reports may result in
appropriate enforcement action at any time. The Company does not have the
financial or personnel resources to comply with the SEC request.
Solv-Ex Corporation is a research and development company headquartered in
Albuquerque, New Mexico.

SOTHEBY'S HOLDINGS: Fitch Concerned by Magnitude of Antitrust Settlements
Sotheby's Holdings, Inc.'s 'BBB-' rated $100 million 6.875% senior notes
and Sotheby's Inc.'s 'BBB' rated bank credit facility and 'F2' rated
commercial paper program remain on Rating Watch Negative by Fitch, where
they were initially placed on March 10, 2000. While settlement agreements
related to civil antitrust and shareholder claims as well as the Department
of Justice (DOJ) have been reached, the terms have not been approved by the
presiding judges and thus are subject to change. To the extent that the
terms as currently outlined are not materially altered, Fitch expects to
affirm the ratings at the current levels, however the outlook will be

As currently structured, in settling the civil antitrust claims Sotheby's
will pay $256 million comprised of $206 million in cash and $50 million in
coupons to credit against future commission revenue. Sotheby's former
chairman, Alfred Taubman, has agreed to pay $156 million to Sotheby's to
fund a majority of the settlement while the company is responsible for the
remaining $50 million. The shareholder litigation settlement of $70 million
will be paid through $30 million in cash funded by Alfred Taubman and $40
million of newly issued class A common shares. In addition, Sotheby's has
agreed in principal to a settlement with the DOJ for $45 million to be paid
in increasing installments over 5 years.

Sotheby's will be able to fund its portion of these settlements from cash
on hand and internally generated cash flow. In the coming year, the company
is expected to focus its Internet business on revenue growth and will
balance its spending accordingly. Internet cost balancing efforts as well
as strong revenue generation from the company's live auction, luxury real
estate and art finance activities, should result in substantially improved
credit protection measures to levels commensurate with an investment grade
rating. However, Fitch recognizes the challenges facing the company and
notes that a shortfall in expected earnings in 2001 or additional non-
seasonal borrowing, whether to fund operating losses in the Internet
business or other initiatives, could lead to a rating review for a possible

T&W FINANCIAL: Files For Chapter 11 in Washington; Intends to Liquidation
T & W Financial Corp. (Nasdaq:TWFCQ) announced that the Company and its
operating subsidiary T & W Financial Services Company L.L.C. had filed
their respective voluntary petitions under Chapter 11 of the United States
Bankruptcy Code on October 31, 2000.

The cases are pending in the United States Bankruptcy Court for the Western
District of Washington at Seattle. The Honorable Samuel J. Steiner is
assigned to these cases and has consolidated them for administrative
purposes only under Case No. 00-39007. The Bankruptcy Court is expected to
assign a new case number by November 3, 2000. The Company intends to
immediately propose a plan of liquidation.

The Company announced that Michael A. Price has resigned as a board member.
The Company announced that, effective after the bankruptcy filing, Thomas
W. Price has resigned as President; Alan M. Jacobs of AMJ Advisors LLC,
Bankruptcy Court-authorized business advisor to the Company, was appointed
President; and Kenneth W. McCarthy, Jr. was appointed Secretary.

UNITED COMPANIES: Court Confirms Fourth Amended Plan of Reorganization
United Companies Financial Corporation (OTC:UCFNQ) announced that, in
connection with the chapter 11 cases of United Companies and certain of its
subsidiaries, which cases are pending in the U.S. Bankruptcy Court for the
District of Delaware in Wilmington, the Bankruptcy Court entered an order
confirming the Debtors' Fourth Amended Plan of Reorganization. The
Bankruptcy Court preliminarily approved the Plan on Friday, October 27,
2000, subject to entry of the confirmation order. The terms of the
liquidating Plan, which are the result of extended negotiations among the
Debtors, the Unsecured Creditors' Committee, holders of Bank Claims,
holders of Senior Note Claims, holders of Subordinated Debenture Claims,
and the Equity Committee, provides for bank loan claims totaling $857.9
million to receive a recovery estimated at 83.7%, senior note claims
totaling $238.9 million to receive a recovery estimated at 48.4%, and
general unsecured claims estimated at $30.0 million to receive a recovery
of 40%. Holders of the Debtors' subordinated debenture claims totaling $158
million will receive a cash payment of $2.5 million. The Plan also provides
for the establishment of a litigation trust. Any proceeds recovered by the
litigation trust will be allocated generally 30% to equity holders, 30% to
subordinated debenture holders, with the remaining 40% allocated among bank
claim holders, senior note holders, and general unsecured claim holders.

The Plan is based upon the previously approved sale of the Company's whole
loan portfolio and REO properties, assets related to its mortgage servicing
operations and its interest only and residual interests as of December 31,
1999, to EMC Mortgage Corporation and EMC Mortgage Acquisition Corp.,
subsidiaries of The Bear Stearns Companies, Inc. The sale of the whole loan
portfolio has already closed and the sale of the residual properties will
close shortly. United Companies anticipates that the Plan will become
effective in November.

"This has been a long and difficult case, with complicated issues and
competing interests. We believe that the result, which is supported by the
Unsecured Creditors' Committee, holders of Bank Claims, holders of Senior
Note Claims, holders of Subordinated Debenture Claims, and the Equity
Committee, and the Bankruptcy Court approval process, has allowed the
Company to maximize its value and substantially complete its reorganization
efforts. We look forward to working with the EMC organization to ensure an
orderly transfer of servicing for our loans," said Lawrence Ramaekers,
Chief Executive Officer of United Companies.

United Companies Financial Corporation is a specialty finance company that
historically provided consumer loan products nationwide and currently
provides loan services through its lending subsidiary, UC Lending(R). The
Company filed for chapter 11 on March 1, 1999.

USA TECHNOLOGIES: Believes Financial Situation Has Turned Around
In its June 30, 2000, audit report, Ernst & Young, LLP, included an
explanatory paragraph indicating that as of June 30, 2000, there is
substantial doubt about the ability of USA TECHNOLOGIES, INC., to continue
as a going concern. "We believe we have strengthened our financial position
since that time by receiving signed subscription agreements
for $1,150,000 in a private placement of securities in September 2000 and
by entering into the investment agreement with Swartz," the Company states
in a regulatory filing with the SEC this week. "However, it is possible
that in the future our capital expenditures and operating losses will limit
our ability to pay our liabilities in the normal course of business and
that we may not be able to continue as a going concern," USA cautions as it
proposes to raise $8 million of equity capital. George R. Jensen, Jr.,
serves as Chief Executive Officer for USA Technologies, Inc., based in
Wayne, Pennsylvania. Douglas M. Lurio, Esq., at Lurio & Associates, P.C.,
represents the Company in its proposed stock sale.

YANACOCHA: S&P Assigns BBB- Rating to Trust Certificate Series 1997 A
Standard & Poor's today placed its triple-'B'-minus rating on Yanacocha
Receivables Master Trust's trust certificates series 1997 A on CreditWatch
with negative implications.

The CreditWatch placement follows the Nov. 1, 2000, lowering of the long-
term local currency sovereign credit rating of the Republic of Peru to
double-'B'-plus from triple-'B'-minus, and the long-term foreign currency
sovereign credit rating to double-'B'-minus from double-'B'. The
CreditWatch placement reflects the concern that the political crisis
unfolding in Peru could increase the risk of direct sovereign interference
and negatively affect the ability of Yanacocha to operate in a potentially
volatile political and economic environment.

The risk of direct sovereign interference is mitigated somewhat by the
structural enhancements in place, including an off-shore collection account
and a three-month debt service reserve account. In addition, in order to
maintain a rating on the structured notes higher than that of the local
currency rating of the sovereign, a more extensive review of the ability of
Minera Yanacocha to operate the mine throughout the occurrence of an
extreme political and economic crisis is required. The purpose of the
review would be to provide Standard & Poor's with additional assurances of
the company's ability to withstand a default by the sovereign on both its
local and foreign currency debt, although Standard & Poor's does not
currently expect such a scenario. To date, the performance of the mine has
been very strong. As of June 2000, the debt service coverage was 15.4 times
(x), and the reserve coverage was 25.2x. These figures are up from 8.6x and
4.9x, respectively, in June 1999. Standard & Poor's will continue to
monitor the situation to determine if the recent political turmoil will
negatively affect the ability of the company to fulfill its obligations
under the notes.

Minera Yanacocha S.R.L., a Peruvian gold mining company operating in Peru
since 1992, is one of the world's lowest-cost mines, and Peru's largest
gold producer. The mine continues to benefit from being owned and operated
by wholly owned subsidiaries of Newmont Mining Corp. (triple-'B'/Stable).
Newmont Mining is the world's second-largest gold producer, and the largest
gold producer in North America. Compania de Minas Buenaventura S.A. and
International Finance Corp. each hold ownership interests of 44% and 5%,
respectively, Standard & Poor's said.---CreditWire

* Bond pricing for the week of November 6, 2000
Data is supplied by DLS Capital Partners, Inc. Following are indicated
prices for selected issues:

AMC Ent 9 1/2 '11                          48 - 50
Amresco 9 7/8 '05                          52 - 55
Advantica 11 1/2 '08                       46 - 48
Asia Pulp & Paper 11 3/4 '05               41 - 43
Carmike Cinema 9 3/8 '09                   24 - 26 (f)
Conseco 9 '06                              65 - 67
Fruit of the Loom 6 1/2 '03                50 - 53 (f)
Federal Mogel 7 1/2 '04                    29 - 31
Genesis Health 9 3/4 '05                    9 - 12 (f)
Globalstar 11 1/4 '04                      17 - 19
Loewen 7.20 '03                            28 - 42 (f)
Oakwood Home 7 7/8 '04                     33 - 36
Owens Corning 7 1/2 '05                    27 - 29 (f)
Paging Network 10 1/8 '07                  20 - 22 (f)
Pillowtex 10 '06                           10 - 15
Revlon 8 5/8 '08                           56 - 58
Saks 7 '04                                 61 - 63
Trump Atlantic 11 1/4 '06                  68 - 69
TWA 11 3/8 '06                             34 - 36


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

Each Friday's edition of the TCR includes a review about a book of interest
to troubled company professionals. All titles available from --
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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
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DC. Debra Brennan, Yvonne L. Metzler, Ronald Ladia, Zenar Andal, and Grace
Samson, Editors.

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

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                     * * * End of Transmission * * *