TCR_Public/001109.MBX              T R O U B L E D   C O M P A N Y   R E P O R T E R

                Thursday, November 9, 2000, Vol. 4, No. 220


ADVANTICA RESTAURANT: Obtains Waivers from Secured Lenders Through Jan. 8
AGNEW GROUP: Payless Responds to $4 Million Suit Filed By Shoe Seller
BUDGET GROUP: Moody's Downgrades Ratings by Two Notches, Junking Some
CONTIFINANCIAL CORP.: Looks for Extension of Solicitation Period to Jan. 31
CRIIMI MAE: Sale of Subordinated CBM Securities Raises $189 Million

CROWN CORK: Moody's Lowers Senior Unsecured Rating to Ba2 & Eyes Downgrade
EDWARDS THEATERS: Asks Court to Establish January 31, 2000 Claims Bar Date
FURNITURE.COM: Online Retailer Cease Operations, Lays-Off 86% Of Workforce
GLOBAL OCEAN: Ad Hoc Noteholders' Committee Objects to Disclosure Statement
HARNISCHFEGER INDUSTRIES: Joy & Harnco to Dispose Of Canadian Shares

HERITAGE HOTEL: Hearing On Chapter 7 Conversion Scheduled for Nov. 22
INDESCO INTERNATIONAL: Moody's Cuts Senior Subordinated Note Rating to Caa2
INTEGRATED HEALTH: Stipulates to Relief From Stay for Personal Injury Claim
JAGNOTES.COM: Announces Restructuring of Financing Arrangements
KANAK HOSPITALITY: "Drug Blight" Hotel Owner Reflects On Bankruptcy Filing

LACLEDE STEEL: Wins Approval of Disclosure Statement; Confirmation Nov. 20
LANGSTON CORP: Georgia-Pacific Offers $1.3 Million for Certain Equipment
LOEWEN GROUP: Objects to Claims Filed by Former Directors and Officers
LOGOATHLETIC OF NEVADA: Case Summary and 17 Largest Unsecured Creditors
MODATECH SYSTEMS: Bankruptcy Annulled & Plan of Arrangement Sanctioned

MONARCH DENTAL: Announces Talks With Third Party On Strategic Transaction
MOTHERNATURE.COM: Announces Boards' Approval of Liquidation Plan
NUMED HOME: Former Owner Jugal Taneja Grins On Recent Bankruptcy Filing
NUTRAMAX PRODUCTS: Bankruptcy Court Confirms Company's Reorganization Plan
PARACELSUS HEALTHCARE: Committee Taps Wachtell Lipton as Lead Counsel

PICUS, INC: Case Summary and 20 Largest Unsecured Creditors
PRIME RETAIL: Faces Shareholder Class Action Lawsuit in Maryland
SILVER CINEMAS: Bankruptcy Filing Sends Ripples Enhancing Growth Of Losses
TALON AUTOMOTIVE: Moody's Junks Auto Supplier's Debt Ratings
TELEQUEST: Essar Group Announces Intent To Purchase Telemarketing Firm

UNIDIGITAL INC: Aloni Seeks Assumption or Rejection of Employment Agreement
USEC INC: Moody's Places Credit Ratings Under Review for Further Downgrade
VIDEO UPDATE: Selects KPMG LLP as Financial Advisor in Chapter 11 Cases
VIDEO UPDATE: Employs Johnson, West & Co. as Accountants
WASTE MANAGEMENT: Appoints Brian D. Thelen as Internal Audit Vice President

WEINER'S STORES: Delays Announcement of Third Quarter Results


ADVANTICA RESTAURANT: Obtains Waivers from Secured Lenders Through Jan. 8
As a result of "refranchising" 85 Denny's units, Advantica Restaurant
Group's (Spartanburg, SC) sales from continuing operations (Denny's)
decreased 3.6% to $302.6 million in the third quarter ended September 27,
2000. The Company did show some signs of life, F&D Reports' Analysts
observe, as comparable-store sales increased 1.4% and net losses shrunk
83.8% to $7.3 million. Also, EBITDA from continuing operations grew 15.3%
to $52.0 million. The Company's discontinued operations (Carrows and
Coco's) posted combined sales and EBITDA declines of 7.2% to $90.9 million
and 40.8% to $7.1 million, respectively. The two chains, which the Company
is currently trying to sell, posted respective comp-store sales declines of
4.7% and 5.1%. These poor results could effect the sale price, if any, of
the two chains. Additionally, Advantica's FRD Acquisition unit, the parent
company of Carrows and Coco's, entered into an amendment with lenders under
its senior secured credit facility to provide for a waiver of compliance
with certain third quarter financial covenants until January 8, 2001. As
highlighted in several past issues of publications distributed by F&D
Reports, the price of the Company's Notes has been dropping.

AGNEW GROUP: Payless Responds to $4 Million Suit Filed By Shoe Seller
Payless ShoeSource Inc., The Financial Post reports, is faced with a $4
million suit filed by Agnew Group Inc.  The suit alleges Payless to have
dealings with Agnew landlords pertaining to the leases. Payless denies not
talking to the landlords but stated in a court document that the talks
"certainly not designed to advance the failed lease-negotiation process or
prejudice Agnew."  Payless agreed to pay $4 million for 66 of Agnew's 223
store leases by Aug. 12.  Agnew suspected Payless for changing the offer,
to pay only $ 1.6 million for fewer leases and then reduced it lower to
$1.1 million.  Agnew rejected the offer, and sought bankruptcy protection
on Aug. 18.  Agnew reiterated that Payless had no intention of pursuing the
deal, which used the leasing information it got from the landlords.

Ray Slattery, Esq., serves as counsel to Agnew.  Agnew CFO Brian Lindy
relates, if only the deal had gone through, things would've been different.
The Canadian shoe seller could've paid its $13.3 million debt to its
unsecured creditors.

BUDGET GROUP: Moody's Downgrades Ratings by Two Notches, Junking Some
Moody's Investors Service lowered by two notches all ratings of Budget
Group, Inc. The ratings downgraded include the $550.0 million Senior
Secured Revolving Credit Facility expiring in 2003 to B2 from Ba3, the
$400.0 million Senior Unsecured Notes due 2006 to Caa1 from B2, the $300.0
million Convertible Trust Preferred Securities due 2028 issued by Budget
Group Capital Trust to "ca" from "b3", and the rating of the parallel
junior subordinated HIGH TIDES debentures issued by Budget to the Trust to
Caa2 from B3. The Senior Implied Rating was lowered to B2 from Ba3 and the
Issuer Rating to Caa1 from B2. The ratings will remain on review for
possible further downgrade.

The rating downgrades were precipitated by the company's weak operating
performance in the 3rd quarter compared to prior period and expectations,
continuing the track record of disappointing results over the last couple
years. Budget's income from continuing operations in the 3rd quarter
dropped by 62% to $11.3 million from $29.8 million the year previous
resulting in a loss of $8.8 million in the first nine months compared with
income of $26.2 million for the period in 1999. The poor quarterly numbers,
largely attributed to the precipitously weakening results at its
international car rental business, significantly offset the relatively flat
results experienced in both the domestic car rental and truck rental

Of particular concern to Moody's are the negative implications to the
Company's liquidity position. Based on the third quarter numbers, the
Company is in technical violation of the interest and debt coverage
covenants in its $550 million secured working capital bank facility. While
there are currently no loan drawings under the facility, $465 million of
letters of credit have been issued under the facility, primarily to support
the asset backed fleet financing instruments, and to back insurance
provisions. The Company is in talks with the banks and while we believe
that the violations will be cured by waiver or amendment before expiry of
the 50 day cure period, there is no certainty. We further believe that the
situation is made more difficult by the deteriorating borrowing base
underlying the facility as the borrowing base calculation includes partial
consideration of the Company's equity as a component. Moody's notes that
the level of intangible assets on the balance sheet (approximately $843
million) is in excess of the sum of the mandatory redeemable preferred
securities and stockholders' equity (approximately $790 million),
indicating negative tangible equity. Should the Company be unable to reach
agreement with the Banks to cure the violations by modification of the
credit agreement, Budget's financial flexibility would be severely
jeopardized and options limited. In addition, we note that the Company will
have over $1 billion issued under the medium-term note (MTN) programs,
supported by the letters of credit issued under the $550 million secured
bank facility, begin to amortize in March of 2001. The Company believes
that it will have new fleet financing in place by early March.

The rating will remain under review for possible further downgrade. The
review will focus on resolution of the bank agreement default and if
achieved, the terms therein. We expect performance for the fourth quarter
2000 and early 2001 to be both seasonally and structurally weak as the
economy weakens and pricing pressure likely intensifies, accentuating the
weakened financial posture of the Company. In addition, we intend to review
with management its business plan given the likely more difficult business
and financial environment.

The impact of the poor results is reflected in the Company's debt
protection statistics. Specifically, non-vehicle debt to LTM adjusted
EBITDA (non-fleet) is now at a 5.57x level (covenant of 4.25x) while after
fleet costs LTM adjusted EBITDA interest coverage is 2.41x, significantly
under the 3.25x minimum required under the credit agreement. The level of
total debt to book capital largely stayed flat at the relatively high, but
reasonably typical for the industry, 82.2% level. We do not see any
slackening of pressure on the Company in the near term. The Company is
entering the seasonally difficult fourth and first quarters at a time when
the industry's business environment has turned and become unfavorable due
to pricing, and possible demand, softness.

Supporting the ratings are the Company's well established market position
and public brand awareness of the Budget and Ryder names in the car and
truck rental business, the revenue diversification provided by the
company's rental mix, its improved results reported by the domestic car
rental segment, the early indications of a performance turnaround of the
trucking segment, the completion of the non-core asset divestiture program
with the sale of VPSI (commuter van pooling company) and 80.1% of Cruise
America (RV rental and sales company), the long standing relationship with
Ford (about 70% of fleet) including the vehicle supply and repurchase
agreements, and the now lower capital expenditure (non-fleet) requirements.
The Company has indicated that the VPSI and Cruise America sales generated
a total proceeds of $54.2 million proceeds in cash and notes receivable.
Together with the earlier sale of real estate and two car dealerships,
proceeds from the sale of non-core operations has totaled about $150
million, and as cited in our previous rating action in May, an important
element in the Company's liquidity positioning for 2000. Similarly, non-
fleet capital expenditures, which were $88 million in 1998 and $107 million
in 1999, are expected to be around $40 million to $45 million for full year
2000 and cut back further in 2001.

The B2 rating on the bank facility recognizes the benefits and limitations
of the security provided primarily by the capital stock of the Company's
material subsidiaries, cash, accounts receivable, and certain vehicles. The
bank facility also enjoys the guarantees of operating subsidiaries and is
effectively senior to a significant amount of additional debt. The Caa1
rating on the senior unsecured notes reflects the absence of guarantees by
the operating subsidiaries and the significant amount of secured debt
effectively senior to it. All of the Company's operations are conducted
through its subsidiaries, and as such, claims of creditors of such
subsidiaries and claims of preferred stockholders of such subsidiaries
generally have priority over the claims of the Notes. The "ca" rating on
the Trust Preferred considers that the underlying or parallel security is a
convertible junior subordinated issue and is junior to a large amount of
debt. The Trust Preferred security is issued through a company subsidiary
and is guaranteed on a subordinated basis by the holding company.  Moody's
observes that Budget Group's common equity trades significantly below the
conversion price of both the convertible subordinated and the Trust

Budget's results for the quarter and for the year-to-date have been
particularly hampered by unexpectedly poor performance of its international
car rental business, particularly in its European corporate operations.
Despite volume increases of 24.2%, rental revenue grew by only 8.7%
reflecting the predominant growth in the low margin tour business. In
addition, start-up costs in UK, France, Spain, and particularly Germany,
and the surprising large bad debt expense, in part associated with
information system change, far outpaced the revenue growth. The
international car rental business reported an operating loss of $17.3
million and $46.6 million, respectively, in the three and nine months of
this year compared to an operating income of $7.0 million and $9.4 million
for the year-earlier periods. We expect that the international business
will continue to be an earnings drain on Budget well into the 4th quarter
and 2001. Although Budget is taking actions to stem losses through
headcount and fleet reduction and are limiting capital expenditures and
halting distribution expansion, it is uncertain how quickly and whether
management will be able to turn this segment around. The Company has
indicated that it is exploring restructuring options for the European
operation, including sale and/or franchising to reduce this major capital

The performance of the truck rental segment, while showing progress on
utilization and fleet size reduction, continues to be weak. The segment
reported revenue of $218.3 million and operating income of $37.4 million
for the quarter compared with $228.6 million in revenue and $39.4 million
in operating income for the third quarter 1999. The Company's efforts to
bring fleet size in line with demand has resulted in a 3.6% reduction in
average fleet in the quarter, to 47,411, compared to prior year third
quarter, and an increase in utilization of 160 basis points to 55.6%.
Significantly, this represented the first quarter that the Company has
experienced a decrease in the truck fleet size since the strategic decision
in early 2000 to rationalize the operation and increase average fleet age.
Unfortunately, the daily dollar average (DDA) rate and number of
transactions both declined in the 3rd quarter as the Company enters the
more difficult environment of the fourth and first quarters. As Moody's has
indicated previously, we believe that key to this segment improvement is
accelerated integration of the Ryder and Budget operations, further
cost/overhead sharing with the car rental operation, and focused fleet

The domestic car rental business is the strongest among the three segments.
Overall revenue for the segment increased by 5.4% in the 3rd quarter to
$431.1 million and by 10.3% to $1.21 billion for the first nine months of
2000, while operating income stayed essentially flat in the 3rd quarter at
$83.9 million but increased by 27% to $230.4 million for the nine months.
The number of rental days during the quarter increased by 5.8% while
average fleet increased 6.3%, to 126,622, reducing utilization by 40 bps to
the still strong 84.8% level. Moreover, the DDA experienced a 1.0% decrease
reflecting the softening industry pricing environment which is expected to
accelerate in the fourth quarter. Moody's notes that Budget has
successfully consolidated and converted its Premiere Car Rental operation
(insurance vehicle replacement) into Budget Rent a Car.

The Company's estimated outlook for full year 2001 calls for growth in
domestic car rental days by 4% to 5%, and increased revenue per day of 1%
to 2%, which in our opinion is likely optimistic. In the daily U.S. car
rental industry (excluding the insurance/repair replacement segment),
Budget has the third largest market share at around 13% behind Hertz and
Avis. This, combined with Budget's car rental revenue 50/50 split between
business and leisure, precludes Company from taking lead on improving

Budget Group, Inc., with corporate headquarters in Daytona Beach, Florida,
and operational headquarters in Lisle, Illinois, is engaged in the business
of daily rental of cars through both owned and franchised operations under
the Budget Rent a Car name with a network of over 3,200 corporate
(primarily United States and Western Europe) and franchise locations in
more than 110 countries, and consumer and light commercial truck rentals
under the Budget and Ryder names through a network of 3,900 Company-owned,
dealer and franchised locations. Revenues in 1999 totaled $2.35 billion,
69% car rental, 31% truck rental with average fleet of 112,000 domestic
cars, 45,000 trucks and 21,000 international cars.

CONTIFINANCIAL CORP.: Looks for Extension of Solicitation Period to Jan. 31
Contifinancial Corporation, et al. seeks to extend the debtors' exclusive
period in which to solicit acceptances of a plan of reorganization from
November 13, 2000 through and including January 31, 2001.

On September 13, 2000, the debtors filed a plan, and a disclosure statement
in connection thereto. The debtor claims that its personnel and
professionals have been consumed during the first 120 days of these cases
with a myriad of issues that have been complex and time intensive
including, obtaining approval of the sale of the debtors ' servicing
business; obtaining approval of the sale of the debtors' origination
business; preparing various motions in connection with the administration
of these chapter 11 cases, including motions relating to the disposition of
various leases of the debtors; mediating and negotiating certain inter-
creditor disputes; preparing the debtors' schedules and statements of
financial affairs; responding to a multitude of inquiries and information
requests made by the U.S. Trustee, and the unofficial committees, as well
as the debtors' creditors, landlords, and other parties in interest;
obtaining the establishment of September 14, 2000 as the bar date;
beginning to analyze the claims filed in these cases; and negotiating and
filing the plan.

The debtors are endeavoring to reconcile more than 1,000 claims filed in
response to the Bar Date in order to properly estimate claims for voting
and distribution purposes. The plan will be amended to resolve issues
regarding distributions to creditors of the estates.

The debtors believe that, if the Unofficial Committees support this
anticipated amendment, the debtors maybe able to proceed on approval of the
Disclosure statement on November 8. If support is withheld, an adjournment
of the Disclosure statement hearing and possibly the confirmation hearing
may be necessary to resolve issues on a consensual basis.

The debtor is represented by Richard S. Miller, Esq., of Dewey Ballantine
LLP and Albert Togut, Esq., and Scott Ratner, Esq., of Togut, Segal & Segal

CRIIMI MAE: Sale of Subordinated CBM Securities Raises $189 Million
CRIIMI MAE Inc. (NYSE: CMM) sold the subordinated commercial mortgage-
backed securities (CMBS) from four transactions, raising proceeds of
approximately $189 million and completing all of the CMBS sales
contemplated by the Company's plan of reorganization.

The announcement comes seven days before the scheduled November 15, 2000
confirmation hearing in bankruptcy court on CRIIMI MAE's Third Amended
Joint Plan of Reorganization. On November 3, 2000, the Company filed an
affidavit with the bankruptcy court certifying that all impaired classes of
creditors and equity holders which voted on the plan had voted
overwhelmingly to accept CRIIMI MAE's reorganization plan. The
reorganization plan contemplates paying all allowed claims of the Company's

CRIIMI MAE used approximately $155 million of the proceeds to pay off
secured financing provided by Salomon Smith Barney Inc. (formerly Citicorp
Securities, Inc.) and to pay down secured financing provided by German
American Capital Corporation. The Company used $4 million of the CMBS sales
proceeds to satisfy all remaining claims of Citicorp and its affiliates.

CRIIMI MAE will use the net proceeds of approximately $30 million to help
fund the Company's emergence from Chapter 11.

The CMBS sale included all of CRIIMI MAE's ownership interests in the
following CMBS transactions: Mortgage Capital Funding, Inc. Series 1998-
MC1, Mortgage Capital Funding, Inc. Series 1998-MC2, CRIIMI MAE CMBS Corp.
Series 1998-1 and DLJ Mortgage Acceptance Corp. Series 1997-CF2. CRIIMI MAE
sold the CMBS to ORIX Real Estate Capital Markets, LLC in accord with a
consent order entered by Bankruptcy Judge Duncan W. Keir.

The CMBS sale announced brings the total amount CRIIMI MAE has raised this
year through CMBS sales towards its recapitalization financing to $419

CROWN CORK: Moody's Lowers Senior Unsecured Rating to Ba2 & Eyes Downgrade
Moody's Investors Service downgraded the senior unsecured rating of Crown
Cork & Seal to Ba2 and its short term rating to Not Prime. The rating
action is driven by the greater uncertainty regarding the course of
asbestos litigation, and the limited financial flexibility of the company.
The long term ratings remain under review for possible downgrade. In its
ongoing review, Moody's will focus on the extent to which the company can
improve its ability to reduce its financial leverage, and which benefits
can be expected from the exploration by the company of such strategic
options as asset sales and joint ventures.

Ratings downgraded:

    A) Crown Cork & Seal Company, Inc.:

       -- Rating of the company for short-term obligations, to Not Prime
          from Prime-3

Ratings downgraded and under review for possible downgrade:

    A) Crown Cork & Seal Company, Inc.:

       -- Senior unsecured debt, to Ba2 from Baa3

    B) Crown Cork & Seal Finance PLC:

       -- Backed senior unsecured debt, to Ba2 from Baa3

       -- Backed shelf registration in relation to senior unsecured debt, to
          (P)Ba2 from (P)Baa3

    C) Crown Cork & Seal Finance S.A.:

       -- Backed senior unsecured debt, to Ba2 from Baa3

       -- Backed shelf registration in relation to senior unsecured debt, to
          (P)Ba2 from (P)Baa3

Since the late seventies, Crown Cork & Seal has been settling claims
alleging harm from asbestos exposure in the US. Exposure to asbestos fibers
can lead to injury such as lung-scarring and certain types of cancer. These
filings are related to a company which CCK owned for a limited time in the
early sixties. The reason why CCK -- as well as most companies against
which claims have been filed -- chose to settle rather than go to court is
because of the very high potential cost of a jury decision. In the
aggregate, asbestos-settlement payments have been limited, because the
subsidiary that the company owned was small. In 1999, total payments were
$70 million, which is moderate relative to the company's operating income
that year of $802 million. For several years, aggregate payments were
expected to taper off as the pool of potential plaintiffs that would have
been exposed to asbestos fibers on the workplace up to the early sixties
would dwindle.

However, several factors have changed the dynamics of asbestos litigation.
The pool of plaintiffs has expanded over time to include individuals with
less demonstrable injuries. In cases where claims have gone to trial,
courts have expanded the criteria that allow plaintiffs to recover damages,
leading to increased settlement payments for many companies affected by
litigation. Faced with legal opponents that are shy of going to court,
trial attorney law firms have become ever more aggressive in systematically
looking for additional potential plaintiffs and pushing for increased
settlement payments. Moody's is concerned that the recent Chapter XI filing
of Owens-Corning might veer these law firms towards companies that would be
more apt to pay their settlements within a shorter period of time than a
company in bankruptcy. While CCK's asbestos exposure is likely to remain
small relative to many other companies, Moody's believes that there is a
substantial risk that its payments could significantly increase over the
medium term.

Such an increase could further diminish free cash flow that is already thin
relative to CCK's debt. The increased bargaining power of CCK's clients and
need for these companies to reduce their supply costs have brought pressure
on CCK's margins and cash flows. The company has had to maintain a
sustained effort in reducing its manufacturing costs. These efforts have
led to improvements in operating margins. However, Moody's believes that
the continuation of these efforts could require increased capital
expenditures over the medium term. Further more, higher raw material costs
combined with little pricing flexibility are likely to continue to
constrain cash flows in the near to medium term.

Crown Cork & Seal Company, Inc., based in Philadelphia, Pennsylvania, is
the leading worldwide manufacturer of packaging products to consumer
marketing companies.

EDWARDS THEATERS: Asks Court to Establish January 31, 2000 Claims Bar Date
Edwards Theatres Circuit and its debtor affiliates, request that the court
establish January 31, 2001 at 4:00 PM as the last date and time by which
proofs of claim based on propitiation debts or liabilities against all
debtors must be filed by creditors. A hearing will be held on November 13,
2000 at 9:45 AM, US Bankruptcy Court, Central District of California, Santa
Ana Division.

FARMERS COOPERATIVE: Bankruptcy Boils Down To Poor Management Skills
Management for the financially drained co-op ought to improve its skills in
picking the right decisions, The Associated Press reports.  Farmers
Cooperative Association, which filed for Chapter 11 in September, blames
poor decision making for the co-op's present state. "That's largely what's
behind the FCA problem. Any time you make any kind of management decision
that proves bad in the long-term, the result's going to be turmoil." Roger
McGowen, who works as an agriculture law specialist for a Kansas State
University relates.  "You've got a combination up there of some management
decisions made four to six years ago, when they took a very aggressive
stance to acquire some businesses with some definite financial trouble.
They spread themselves too thin," McGowen added.

Farmers Cooperative filed its bankruptcy petition in the District of
Kansas. The co-op represented by John Cruciani of Lentz & Clark, listed
assets and debts totaling more than $ 10 million each.

FURNITURE.COM: Online Retailer Cease Operations, Lays-Off 86% Of Workforce
Brian Cook of reports on the recent shutdown of Inc., based in Framingham, Ma.  Faced with the inability to
secure funding, the online retailer had no choice but to stop operations
and send its 76 employees home.  The company left 12 of its workers in
place to maintain day-to-day operations.  CMGI, which has provided funding
for the troubled retailer, owns 17% stake in the company.
announced it is in talks on selling company assets.

The online retailer sold furnishings for every room, as well as outdoor
furniture, mattresses, and accessories. It offered products from over 200
manufacturers (but none of the major furniture makers). Its Web site
offered advice from design consultants, news, and a floor-plan developing
feature. had no inventory or warehouses; its products were
delivered directly from manufacturers.

GLOBAL OCEAN: Ad Hoc Noteholders' Committee Objects to Disclosure Statement
The informal committee of holders of the debtors' 10 1/4% Senior Notes due
2007 objects to the Reorganization plan proposed by Arabella Holdings, Inc.
with respect to Global Ocean Carriers Limited, et al. and subsidiaries. The
Committee finds the Arabella plan inequitable and unconfirmable. The
Arabella Plan provides small Noteholders a greater recovery than large
Noteholders and grants Arabella and/or its principal ownership of the
Reorganized Debtors, control of their board of directors, and control of
their sole assets and source of income. The committee is not aware of any
case in which a court permitted a plan proponent to divide holders of notes
with identical terms into separate classes based on the amount of notes the
claimants held.

The Committee states, "It is clear that Arabella has gerrymandered the
classes to increase the likelihood that Arabella will be able to cram down
its ;plan against Class 7, who comprise the majority of Noteholders in
number and the vast majority of Noteholders in terms of the amount of their
Class 6 is therefore an impermissible convenience class, and Arabella's
plan is unconfirmable on its face." The Committee states that the plan
provides for unequal treatment for identical claims.

The Ad Hoc Committee believes that creditors in Classes 6 and 7 are
improperly classified and deserve a greater and more certain return than
what Arabella offers. The Committee also state that if the plan is
confirmed Arabella will have transformed its $150,000 of holdings into
control of the Reorganized Debtors and their property. "The Disclosure
Statement also should set forth clearly that all recoveries therein are
speculative, that there is no assurance that there is any market to sell
the Vessels, and that Noteholders could end up with pennies on the dollar
at a future uncertain date."

HARNISCHFEGER INDUSTRIES: Joy & Harnco to Dispose Of Canadian Shares
The ownership structure of the Canadian subsidiaries of Joy Technologies
Inc. and Harnischfeger Corporation has become very complex and cumbersome
as a result of various restructuring transactions over the past few years.
Joy and Harnco now wish to simplify this ownership structure and attain
certain tax benefits. To achieve this, they have devised a series of
restructuring transactions. Joy and Harnco see that although most of these
transactions will take place in Canada, certain components of the overall
restructuring may involve them in such a way that the authorization of the
Bankruptcy Court is called for. Accordingly, Joy and Harnco ask the Court
to authorize each of them to dispose of certain shares in their Canadian
subsidiaries under sections 105(a) and 363 of the Bankruptcy Code.

The Canadian subsidiaries are held by Joy and Harnco, directly or
indirectly, as follows:

    - the common shares of 3254496 Canada Inc. (325 Canada), its only
       outstanding class of shares, are owned 98% by Harnco and 2% by
       Harnischfeger Corporation of Canada Ltd. (Harcan);

    - Harnischfeger Holdings of Canada Ltd. (Holdings) has several classes
       of shares outstanding, each with its own voting, dividend and
       liquidation rights:

         * the common shares, representing 60% of the voting rights, are
            owned 50% by Harnco and 50% by Joy;

         * the voting H shares, representing 10% of the voting rights, are
            owned by Harnco, as are the non-voting H shares;

         * the voting J shares, representing 10% of the voting rights, are
            owned by Joy, as are the non-voting J shares;

         * the N shares, representing 10% of the voting rights, are owned
            by 325 Canada;

         * the preferred shares, representing 10% of the voting rights, are
            owned by Joy Technologies Canada Inc. (Joycan);

    - Joycan has three classes of shares outstanding, each with its own
       voting, dividend and liquidation rights:

         * the common shares and H shares, representing 80% and 10% of the
            the voting rights, respectively, are owned by Holdings;

         * the preferred shares, representing 10% of the voting rights, are
            owned by Joy;

    - Harcan has two classes of shares outstanding, each with its own
       voting, dividend and liquidation rights:

         * the common shares, representing 90% of the voting rights, are
            owned by Joycan;

         * the preferred shares, representing 10% of the voting rights, are
            owned by Harnco.

In an effort to simplify this structure, as well as to attain certain
considerable tax benefits, the Moving Debtors seek authority to:

    (a) contribute their preferred shares in Harcan and Joycan,
         respectively, to Holdings in exchange for additional common shares
         of Holdings of equivalent fair market value as determined by
         Arthur Andersen LLP, and

    (b) recapitalize their H and J shares, respectively, in Holdings into
         common shares of Holdings of equivalent fair market value as
         determined by Arthur Andersen.

Subsequently, 325 Canada, Joycan and Harcan will each be merged into
Holdings and the resulting corporate structure will be greatly simplified.
HII (U.S.) will own 100% of Joy Technologies Inc. and Harnischfeger Corp.
(U.S.) which will own Harnischfeger Holdings of Canada Ltd.

The Debtors tell Judge Walsh that in addition to simplifying the corporate
structure, the proposed restructuring will:

    (a) increase the paid-up capital attributable to Holdings' common
         shares, allowing for future distributions to its US debtor-
         shareholders of up to approximately C$20 million, free of Canadian
         withholding taxes, and

    (b) allow for the future operating income Canadian operations, to be
         offset, for Canadian income tax purposes, by accumulated net
         operating loss carryforwards of Holdings of approximately C$18

The Moving Debtors submit that the contemplated simplification of the
corporate structure of their Canadian operations and the restructuring as
presented in the motion are in the best interests of their estates and
creditors. They believe these are in the ordinary course of business and
permitted by sections 363(c), 1107(a) and 1108 of the Bankruptcy Code,
without further application to the Court. It is out of an abundance of
caution that they seek the Court's authorization for the relief requested.
(Harnischfeger Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

HERITAGE HOTEL: Hearing On Chapter 7 Conversion Scheduled for Nov. 22
A 20-year-old pension plan has come back to haunt the Heritage Hotel,
formerly known as Beverly Garland Hotel, reports.  As
agreed from the reorganization plan confirmed last year by the bankruptcy
court, owner Ramesh Pitamber has been looking for a buyer for the hotel.
Part of the plan provided that monthly payments were supposed to go to
Carpenters Pension Trust for Southern California.  The Trust hasn't seen
any payments since June of this year, and filed a foreclosure notice.  
A hearing in the bankruptcy court on conversion to a Chapter 7 liquidation
from Chapter 11 is scheduled for Nov. 22.  It will be a race on what will
happen first, the foreclosure or the liquidation.  Pitamber didn't respond
on queries made by reporters saying that bad publicity keeps him from
confiding with the press.

National humiliation occurred in 1998 when a college basketball team exited
the hotel after staying for a night. The team complained on poor hotel
service such as stained sheets, faulty wiring and broken plumbing. Either
what they said was true or not, the reputation stuck like glue since then.

Pitamber acquired the 205-room hotel in April 1996 from the pension fund
when it foreclosed on its original owners. For 17 years the hotel was
called the Beverly Garland. During the filing in December 1998, the hotel
listed assets of $7.3 million over debts of $6.8 million.

INDESCO INTERNATIONAL: Moody's Cuts Senior Subordinated Note Rating to Caa2
Moody's Investors Service lowered the rating of Indesco International,
Inc.'s $145 million senior subordinated notes, due 2008, to Ca from Caa2.
The senior implied rating was also lowered to Caa2 from B3. The ratings
outlook remains negative.

The downgrades reflect the expected recovery value of the notes subsequent
to the company's recent disclosure of its non-payment of October interest

Indesco International, Inc. is a New York based designer, manufacturer and
retailer of liquid-dispensing products used in household consumer product
and industrial applications.

INTEGRATED HEALTH: Stipulates to Relief From Stay for Personal Injury Claim
The Debtors consent to modification of the automatic stay to permit Dr.
Harriett Patterson, as guardian ad litem for Rebecca Owens, to continue
prosecution of prepetition lawsuit in the State Court of Fulton County,
Georgia, Case No. 99VS-153207-E, captioned Harriett Patterson as guardian
ad litem for Rebecca Owens v. SHCM Bonterra, Inc. d/b/a Bonterra Nursing
Center and Paul Strickland.

Ms. Rebecca Owens allegedly sustained injuries in May of 1997, while she
was a resident of the Bonterra Nursing Center located in the State of
Georgia, at a time when Bonterra was owned by Southeastern Health Care
Management. Specifically, it has been alleged that Ms. Owens was assaulted
and raped and that she contacted syphilis as a result of such attack.

IHS did not acquire an ownership interest in Bonterra nor any liability
with respect to personal injury actions until June 25, 1998. Given this,
the Debtors dispute any liability in connection with the incident.

The Debtors' 1997 insurance policies will serve to defend the Debtors, if
necessary, in the State Court Action, but will not pay any damages relating
to the State Court Action.

The Debtors believe that, based on the claims asserted by the Plaintiff in
the State court Action, the available insurance coverage carried by
Southeastern is sufficient to satisfy a verdict in the Plaintiff's favor
and, in any event, is such that any recovery by the Plaintiff would not
diminish the amount of coverage available to satisfy other claims under
those policies.

The parties agree that, with regard to any part of the Plaintiff's
liquidated claim in excess of available insurance proceeds, the automatic
stay should stay in effect, and the Plaintiff's Excess Claims, if any,
should be administered as general unsecured claims in IHS' Chapter 11

The Debtors make it clear that,

(1) The agreement by the Debtors to relief from the automatic stay shall
       not be deemed an agreement by the Debtors to provide assistance to,
       or cooperate with the Plaintiff in her efforts to secure payment on
       account of her claims against applicable insurance proceeds;

(2) The Debtors do not waive any of their respective rights, claims, and
       defenses with respect to the State Court Action;

(3) Nothing in the Stipulation shall preclude the Debtors from objecting
       to (i) the Excess Claim on any grounds including, without limitation,
       the amount and/or priority of the Excess Claim, or (ii) any other
       claim asserted by the Plaintiff or any of the Debtors' insurer in
       these Chapter 11 proceedings;

(4) Neither the Stipulation nor the relief shall constitute an approval or
       assumption of any agreements, policies, or procedures relating to any
       of the Debtors' insurance policies;

(5) The Stipulation shall be binding upon and shall inure to the benefit
       of the representatives, successors and assigns of the parties,
       including any trustee appointed in these cases.

Judge Walrath has given her stamp of approval to the Agreement and
Stipulation. (Integrated Health Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

JAGNOTES.COM: Announces Restructuring of Financing Arrangements
--------------------------------------------------------------- Inc. (OTCBB: JNOT) announced the restructuring of certain
financing arrangements of the Company.

First, the arranger of the Company's Equity Line has committed to purchase
(through itself or one of its affiliates) a $3 million convertible
debenture from the Company, which will provide the Company with a net
amount of $2.7 million. $1,000,000 has already been funded to the Company
under the debenture arrangement, with the remaining amount to be funded in
four (4) separate tranches over the next four weeks.

In addition, the Company has reached an agreement with a related investor,
CALP II Limited Partnership, pursuant to which the parties' existing
$10,000,000 Equity Line of Credit (`Equity Line") is amended to increase
the minimum amount that the Company may draw under the Equity Line from
$700,000 per month to $800,000 per month and to toll further draws until
January 2, 2001. To date, the Company has drawn over $1,000,000 under the
Equity Line, leaving a net amount of $7,950,000 available to the Company.

"We are extremely pleased with our new financing arrangements," said Gary
Valinoti, CEO of JAGfn. "Thomson Kernaghan has reinforced its commitment to
JAGfn and our Webcast plans and, with this new financing arrangement in
place, the Company can pursue the strategic opportunities that we believe
will help us implement our business plan and make the JAGfn Webcast a
success. The JAGfn Webcast has been extremely well received to date and we
are very encouraged by the more than 100 affiliate sites that have agreed
to carry the JAGfn Webcast. We plan to further expand the Webcast's
distribution on the Internet and also explore distribution and strategic
opportunities in other media."

JAGfn is a leading global provider of Internet-based equities research and
financial news that provides its subscribers with a variety of diversified
research and news products, including "Streetside with Dan Dorfman", and
"JagNotes", the Company's flagship early morning consolidated research
product. JAGfn recently launched its JAGfn Webcast, which features 8 hours
of live, innovative financial programming from its studio in New York City
delivered in a streaming-video format via the Internet. The service focuses
on breaking news and up-to-the-minute market information, specifically
targeted toward online investors and financial professionals. The Webcast
was developed and is produced by Jack Reilly, who joined the Company, as
Executive Vice President of Programming. Among his many accomplishments in
the television news and entertainment industry, Mr. Reilly is the creator
of CNBC's highly successful financial news features, "Squawk Box" and
"Power Lunch", and formerly was the producer of "Good Morning America". Mr.
Reilly has been the recipient of many industry awards, including the EMMY.
Joining him in the Webcasting project are former CNBC veterans Peter
Barnes, Kate Bohner and Mabel Jong.

KANAK HOSPITALITY: "Drug Blight" Hotel Owner Reflects On Bankruptcy Filing
A Chapter 11 filing in Virginia by Kanak Hospitality Management Corp.,
occurred two hours before a foreclosure sale ordered by its largest
creditor.  The Tribune Business News reports that Zions First National Bank
of Salt Lake City ordered the sale due to a default in Kanak's mortgage
loan.  "I would not have been instructed to go forward with the foreclosure
unless there had been a default," said Ray W. King, the Norfolk attorney
representing the Utah bank. Kanak owes about $1 million to Zions and over
$1.1 million to Business Loan Center Inc., a commercial lender in New York.

The petition's goal was to hold off the foreclosure of Red Carpet Inn, a
motel owned by Kanak, labeled as "drug blight". Kanak's publicity downpoint
ignited when federal drug agents stormed the hotel in July of 1999.
Unluckily, it was a month old in Kanak's hands when the raid occurred,
resulting from arrests to seizure of cash worth of illegal drugs.

As posted in its bankruptcy filing, Kanak has assets of $1.8 million and
debts of $3.6 million.  Kanak Hospitality is 76% owned by Kalpna Patel.
Janak Patel and Kinnary Patel each own 12% of the company.  

LACLEDE STEEL: Wins Approval of Disclosure Statement; Confirmation Nov. 20
The hearing to consider the adequacy of the Disclosure statement for the
debtors' amended joint plan of reorganization was held on October 18, 2000.
The hearing to consider confirmation of the plan shall commence on November
20, 2000 at 10:00 AM, before the Honorable Barry S. Schermer, US Bankruptcy
Court for the Eastern District of Missouri.

On or before November 10, 2000 all preliminary objections to confirmation
of the plan initially shall be communicated in writing, to counsel for the

           Gregory D. Willard, Esq.
           Lloyd A. Palans, Esq.
           Bryan Cave LLP
           St. Louis, Missouri

Under the plan, 4,400,000 shares of New Common Stock and 600,000 options
for New Common Stock will be issued outstanding immediately following the
Effective Date, AS a result, the debtors, based on advice from Gordian
Group, LP have assumed the New Common Stock component of the reorganization
Equity Value to be approximately $2.95 per share of New Common Stock. The
allowed general unsecured claims against LACLEDE total an estimated
$67,762,000 and estimated recovery on allowed claims total 6.65%.

Allowed General Unsecured Claims against Laclede Chain estimate $848,000
and an estimated recovery on allowed claim s of 17.4% Allowed general
unsecured claims against Laclede Mid-America are estimated at $3,163,000
and an estimated recovery on allowed claims of 12.74% Total Class 8
estimated allowed claims amount: $71,272,000.

LANGSTON CORP: Georgia-Pacific Offers $1.3 Million for Certain Equipment
The Langston Corporation seeks entry of an order approving the Equipment
completion and Sale Agreement by and between the debtor and Georgia-Pacific
Corporation authorizing the debtor to sell certain equipment o t buyer. The
equipment is a Langston Model 3797 Saturn III Straight-Line Flexo Folder
Gluer and certain other related personal property. The purchase price is of
the equipment, is and shall remain at $1,382,475 as set forth in the

LOEWEN GROUP: Objects to Claims Filed by Former Directors and Officers
The Loewen Group, Inc., interposed objections to and obtained an order from
Judge Walsh that will expunge and disallow in their entirety identical

    * number 3477 against LGII and claim number 3478 against TLGI, filed
      by Paul Wagler;

    * number 1692 against LGII and claim number 1693 against TLGI, filed
      by Robert Lundgren.

Mr. Wagler and Lundgren were Chief Operating Officers of TLGI and members
of the Board of Directors at the time of petition. The employment of each
of them with TLGI was subsequently terminated.

The Debtors explain that the claims are for contingent, unliquidated
claims in undetermined amounts in connection with the claimants' former
capacity of director and officer of TLGI. The claims should be disallowed
because they are being satisfied by the Debtors' insurance carriers.
Moreover, to the extent the claims are contingent, they should be
disallowed pursuant to section 502(e) of the Bankruptcy Code. The two
former TLGI officers' claims filed against LGII should also be disallowed
on the basis that each is a duplicate claim and does not represent a valid
liability of LGII's estate. (Loewen Bankruptcy News, Issue No. 28;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

LOGOATHLETIC OF NEVADA: Case Summary and 17 Largest Unsecured Creditors
Debtor: LogoAthletic of Nevada, Inc.
         3040 Clayton Street
         North Las Vegas, NV 89032

Chapter 11 Petition Date: November 6, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-04127

Debtor's Counsel: Laura Davis Jones, Esq.
                   Pachulski, Stang, Ziehl, Young & Jones P.C.
                   919 N. Market Street, 16th Floor
                   P.O. Box 8705
                   Wilmington, DE 19899-8705
                   (302) 652-4100

Total Assets: $ 1 Million above
Total Debts : $ 1 Million above

17 Largest Unsecured Creditors:

San Mar                               Trade                   $ 154,897

Hanes Printables                      Trade                   $ 113,799

Pam Knitting                          Trade                    $ 88,418

Wasatch Import Co.                    Trade                    $ 78,602

Kayman                                Trade                    $ 74,781

Wincon/Excel Alliance, Inc.           Trade                    $ 74,420

Alpha Shirt Co.                      Trade                     $ 54,490

Imprints Wholesale                   Trade                     $ 51,104

Meloy Manufacturing                  Trade                     $ 48,949

Alstyle Apparel/A&G Inc.             Trade                     $ 48,291

LAT Sportswear                       Trade                     $ 41,437

Americana Co.                        Trade                     $ 40,470

Miller & Schreeder Investments       Trade                     $ 35,754

Elite Personnel Services             Trade                     $ 34,218

St. Clair Apparel                    Trade                     $ 32,400

McCrearys Tees                       Trade                     $ 30,532

Delta Apparel                        Trade                     $ 23,289

MODATECH SYSTEMS: Bankruptcy Annulled & Plan of Arrangement Sanctioned
Robert A. Friesen, President of Modatech Systems Inc., is pleased to
announce the following developments in the affairs of the Company:

                          Annulment of Bankruptcy

Effective October 25, 2000, Modatech's bankruptcy was annulled pursuant to
the terms of a proposal under the Bankruptcy and Insolvency Act (Canada)
(the "Bankruptcy Proposal") made by 528419 British Columbia Ltd.
("528419"). Under the terms of the Bankruptcy Proposal, 528419 acquired
outstanding creditor claims against Modatech totaling approximately
$1,385,320.97, and Modatech's bankruptcy was annulled under Section 61 of
the Bankruptcy and Insolvency Act (Canada). The Bankruptcy Proposal
received the requisite approval from Modatech's creditors on September 6,
2000, was approved by the Supreme Court of British Columbia on September
26, 2000, and is binding on creditors in respect of all unsecured claims.

As a result of the Bankruptcy Proposal, any and all unsecured claims
against Modatech existing at the date of the bankruptcy shall be satisfied
out of the funds held by McKay & Company Ltd., as trustee under the
Bankruptcy Proposal.

528419 is a private British Columbia company owned as to 51 percent by Mr.
Friesen. It was formed to submit the Bankruptcy Proposal and arrange the
reorganization of Modatech's capital by way of the statutory arrangement
between Modatech and its shareholders described below.

                              Plan of Arrangement

The arrangement under Section 252 of the Company Act (British Columbia)
(the "Arrangement") approved at the extraordinary general meeting of
Modatech's shareholders on September 14, 2000 was approved by the Supreme
Court of British Columbia on September 29, 2000 and became effective on
October 30, 2000, when it was accepted for filing by the British Columbia
Registrar of Companies.

Under the terms of the Arrangement, a new board of directors comprised of
Robert A. Friesen, Lars D. Elkjar and Noor A. Kanbari was constituted on
October 30, 2000, and Messrs. Friesen and Elkjar were appointed President
and Secretary of Modatech, respectively.

As a result of the Arrangement, all 12,093,522 Common shares in the capital
of the Company outstanding immediately prior to the implementation of the
Arrangement have been exchanged for newly created, retractable, voting
Class A Preferred shares in the capital of the Company on a one-for-one
basis, one Common share has been issued to 528419, and 2,000,000 newly
created, retractable, non-voting Class B Preferred shares have been issued
to 528419.

To permit the share exchange and the share issuances contemplated under the
Arrangement, applications were made for partial revocations of the
outstanding cease trade orders of the British Columbia Securities
Commission and the Ontario Securities Commission, and the necessary relief
was granted on October 27, 2000. However, the orders granted provide only
partial revocation of the cease trade orders, and trading in the securities
of Modatech is still prohibited in British Columbia, Manitoba, Ontario and
Quebec. There are no plans to apply for full revocation of the cease trade

             Purchase of Interest in Markham Ventures Partnership

After the approval of the Arrangement at the extraordinary general meeting
of Modatech's shareholders on September 14, 2000, 528419 and Ruland Realty
Limited ("Ruland") began negotiating the terms of a definitive agreement
for Modatech to acquire Ruland's 99 percent interest in Markham Ventures
Partnership, a partnership which owns and operates Market Village Mall in
Markham, Ontario, with an estimated value of approximately $31 million.
On November 1, 2000 528419, Modatech and Ruland entered into a subscription
agreement (the "Subscription Agreement") dated November 1, 2000, and
effected the transfer of Ruland's interest in Markham Ventures Partnership
to Modatech. Although the estimated value of Market Village Mall is
approximately $31 million, the property is encumbered by a $22.8 million
mortgage. As a consequence, Modatech's partnership interest is valued at
approximately $8.2 million.

In consideration of the transfer of Ruland's interest in Markham Ventures
Partnership to Modatech, 6,772,000 Common shares in the capital of Modatech
were issued to Ruland. Further, to induce Ruland to enter into the
Subscription Agreement, 528419 agreed, among other things, to postpone the
repayment of the indebtedness of Modatech acquired by 528419 under the
Bankruptcy Proposal and the retraction of the Class B Preferred shares in
the capital of the Company issued to 528419 under the Arrangement until no
less than four and one-half years after the closing of the purchase of
Ruland's interest and subject to the satisfaction of certain other
conditions, including the truth of the representations and warranties made
under the Subscription Agreement. The terms of this agreement are set forth
in a postponement and repayment agreement dated November 1, 2000 between
Modatech, 528419 and Ruland.

Markham Ventures Partnership is now a partnership of Modatech and 517737
Ontario Limited, and its business is managed by 517737 Ontario Limited.

MONARCH DENTAL: Announces Talks With Third Party On Strategic Transaction
Monarch Dental Corporation (Nasdaq: MDDS) announced that it is in
discussions with a third party concerning a potential strategic
transaction.  No assurances can be given that the Company will be
successful in consummating a strategic transaction or as to the timing
of any such transaction. The Company will not make any further public
announcements concerning this matter until it has either entered into a
definitive agreement concerning a strategic transaction or discussions
between the parties are terminated.

The Company also reported financial results for the third quarter and nine
months ended September 30, 2000. Patient revenue, net for the third quarter
was $52.0 million compared to $51.2 million in the same quarter last year.

The Company had a net loss for the quarter of $153,000, or $0.01 per
diluted share.  The net loss includes pretax costs of $586,000, or $0.03
per diluted share, related to the Company's evaluation of strategic

Excluding these costs, the Company generated net income of $204,000, or
$0.02 per diluted share, compared to net income of $1.3 million, or $0.10
per diluted share, for the third quarter in 1999.  Cash provided by
operating activities, excluding costs associated with the exploration of
strategic alternatives, increased significantly to $3.9 million from $1.9
million in the same quarter last year.

The Company attributed its lower than expected net income to a combination
of factors, including: higher interest expense related to interest rates
and a non-cash interest expense associated with the issuance of warrants to
the Company's lenders in December 1999; fewer business days as compared to
the same period last year; and distraction from day-to-day operations
related to the evaluation of strategic alternatives.

For the nine-month period ended September 30, 2000, patient revenue, net
grew 6% to $161.2 million compared to $152.1 million in 1999. Net income,
excluding costs associated with the evaluation of strategic alternatives,
was essentially flat at $3.1 million or $0.24 per diluted share. Cash flow
from operations, excluding costs associated with the evaluation of
strategic alternatives, increased substantially to $12.8 million from $3.7
million in the comparable period last year.

Commenting on the financial results, Barger Tygart, Interim Chairman and
Chief Executive Officer, stated, "While we are disappointed with the
results of the third quarter, we remain optimistic about the future of
Monarch. Cash flow from operations has continued to be strong in the third
quarter, as it has been throughout the year, enabling us to reduce our debt
obligations by $2.7 million including a $1.2 million reduction in our bank
debt. Our total debt reductions for the year have been $4.1 million."

The Company will hold a conference call Wednesday, November 8, 2000, at
11:00 a.m. Eastern Time to discuss its quarterly financial results and
business highlights. In addition, the Company may answer one or more
questions concerning business and financial developments, trends and other
business and financial matters affecting the Company, some of the responses
to which may contain information that has not been previously disclosed.

If you are interested in listening to the conference call, please dial
1-877-679-9051 approximately 10 minutes before the scheduled time. Replays
of the call will be available until November 15, 2000. To access the replay
by telephone, please call 1-800-615- 3210 and enter passcode #4658247.
Monarch Dental currently manages 190 dental offices serving 20 markets in
14 states. The Company seeks to build geographically dense networks of
dental providers primarily by expanding within its existing markets, but
also by selectively entering new markets through acquisitions.

MOTHERNATURE.COM: Announces Boards' Approval of Liquidation Plan
----------------------------------------------------------------, Inc. (Nasdaq:MTHR) announced that its Board of Directors
has unanimously voted to liquidate and dissolve the Company.

The Board has called for a special meeting of shareholders, to be held on
November 30, 2000, to approve the Plan of Complete Liquidation and
Dissolution. A Proxy statement describing the Plan is being mailed to
shareholders tomorrow, November 8, 2000.

Based upon current information, the Company anticipates that assets
available for distribution to shareholders will be approximately $15.8
million, or $1.00 per share. In connection with the plan to liquidate, the
Company is in the process of both attempting to sell certain of its assets,
including its intellectual property and other tangible and intangible
assets, and also winding down its operations. Upon approval of the plan,
the Board anticipates that an initial distribution of liquidation proceeds
in the amount of approximately $13.4 million, or $0.85 per common share,
will be made to stockholders before the end of the year. The remaining net
assets will be held in a contingency reserve and the Board anticipates that
stockholders could receive over the next three years additional liquidation
proceeds of approximately $0.15 per common share.

The Board of Directors said it believes the plan of liquidation and
dissolution is in the best interests of the Company and its stockholders.
In the proxy statement, the Board reported that it had considered a number
of factors, including alternatives to the plan of liquidation, the future
prospects of the Company, and the advice of its financial advisor, Bear
Stearns & Co.

Over the past several months, the Board had been apprised of the market
values of comparable companies and the lack of prospects for to be financed as a going concern. The Board determined
that it would not be advisable to continue to operate the Company as an
independent enterprise indefinitely if the potential for growth and
availability of financing were so limited. Further, after significant
effort, the Company had not been successful in identifying a buyer or
strategic alliance partner acceptable to the Company. Additionally, for
some time, the Company's stock has traded well below the net asset value of
the shares. Based on this information, the Board of Directors believes that
distributing the Company's net assets to stockholders would return the
greatest value to stockholders as compared to other alternatives.

Following shareholder approval of the plan of liquidation and any asset
sales, the Company will file a Certificate of Dissolution, and shareholders
will be entitled to share in the liquidation proceeds based upon their
proportionate ownership at that time. Thereafter, the Company's stock books
will be closed, and no further transfer of shares will be permitted., Inc. is an online retailer of vitamins, supplements,
minerals, and other natural and healthy living products. The Company is
also a provider of health information on the Internet. The Company
maintains its corporate office in Concord, MA, a distribution center in
Springfield, MA, and a customer support center in Acton, MA.

NUMED HOME: Former Owner Jugal Taneja Grins On Recent Bankruptcy Filing
Jugal Taneja, reports, is grinning from ear to ear upon
hearing the recent bankruptcy filing of its former company, Numed Home
Health Care, Inc. Mr. Taneja is the founder of NuMed, which provides home
health and rehabilitation care in Florida, Ohio and Pennsylvania. Taneja
was kicked out as chairman and board member due to its dispute on control  
for the health firm. Now, running the company since it traded publicly,
President Susan Carmichael didn't respond to inquiries. A recent press
release states that Ms. Carmichael said, a "local investor" has already
signed a letter of intent to buy NuMed.

Bill Holland of adds that Mr. Taneja, who exited the
company 2 years ago, still owns 34 percent of 2.3 million shares of NuMed

NUTRAMAX PRODUCTS: Bankruptcy Court Confirms Company's Reorganization Plan
NutraMax Products, Inc. (BB: NMPC) announced that the U. S. Bankruptcy
Court in Wilmington, Delaware, has confirmed the company's plan of
reorganization. The company filed to reorganize under Chapter 11 of the
U.S. Bankruptcy Code on May 2, 2000. The company received overwhelming
approval of the plan by all classes of creditors involved in the case and
is expected to have its plan become effective within 60 days.

The company also announced that CIT Group/Business Credit, Inc. will
continue as the primary lending institution to the company having committed
to convert from an existing $30 million debtor in possession facility to a
$40 million facility designed to complete certain transactions incorporated
within the plan and to fund ongoing operations of the company. The company
will shortly initiate a shareholder rights offering whereby each holder of
old common stock interests as of the rights record date will have an
opportunity to purchase, on a pro rata basis, an interest in the newly
reorganized NutraMax.

The proceeds of the rights offering will be used to satisfy the debtors'
existing $18 million junior debtor in possession facility.

Richard G. Glass, NutraMax Chief Executive Officer said, "Our Company has
reached a major milestone in a very short period of time. With only 6
months elapsed from our filing date in May to the recent confirmation of
our plan by the court, NutraMax employees have demonstrated a remarkable
ability to reach new heights. Their dedication and commitment has led to
consistent improvement in all areas of our business."

Glass added, "The support that we have received from our customers,
suppliers and major shareholder groups has been a key element of our

There is no question that NutraMax has the required fundamentals to succeed
and prosper. The significant reduction in debt from approximately $80
million to approximately $30 million contributes to a much stronger balance
sheet and improved financial performance."

Additionally, the company announced today that Dan Asma has joined their
senior management team as Senior Vice President - Sales. Mr. Asma will have
overall responsibility for all sales activities within the company's
various businesses and will report directly to the Chief Executive Officer.
Prior to joining NutraMax, Mr. Asma was Vice President - Sales at PBM
Products, a marketer of infant formula products. He also served in various
sales and marketing positions of increasing responsibility with the Perrigo
Company, a major manufacturer of store brand over the counter drugs and
nutritional supplements. Mr. Asma earned his Bachelor's Degree from Calvin
College and his Master's in Business Administration from Grand Valley State

"We are very fortunate to attract a sales executive of Dan's caliber to
NutraMax," stated Mr. Glass. "He will have an immediate and positive impact
on our ability to effectively interface with our customers, and to
implement our growth strategies for the future."

NutraMax Products, Inc. is a leading manufacturer and marketer of consumer
health care products with distribution in over 75,000 retail,
institutional, and industrial outlets in the U. S. and throughout the
world. The company offers a broad range of products including: Cough & Cold
Products (cough drops and lozenges), First Aid Products (adhesive strips,
tape, gauze and kits), Personal Care Products (douche, enema, oral
electrolyte maintenance solution, and baby bottle liners), and Oral Hygiene
Products (dental floss and toothbrushes).

NutraMax products are sold under store brands, by major consumer packaged
goods companies through contract manufacturing services, and under various
NutraMax brands including, American White Cross, Powers, Sweet 'n Fresh,
Pure & Gentle, Pro Dental, and NutraMax.

PARACELSUS HEALTHCARE: Committee Taps Wachtell Lipton as Lead Counsel
The Honorable Karen K. Brown, US Bankruptcy Court for the Southern District
of Texas, Houston Division, entered an order on October 24, 2000 approving
the employment of BSMG Worldwide as its public relations consultants under
a general retainer.

The court also approved the retention of Wachtell, Lipton, Rosen & Katz as
lead counsel and Bracewell & Patterson, LLP as Texas Counsel to the
Official Committee of Unsecured Creditors effective as of September 15,

PICUS, INC: Case Summary and 20 Largest Unsecured Creditors
Debtor: Picus, Inc.
         2877 Guardian Lane, Suite 301
         Virginia Beach, VA 23452

Type of Business: Internet Service Provider (Dial-up ISP service)

Chapter 11 Petition Date: November 7, 2000

Court: Eastern District of Virginia - Norfolk Division

Bankruptcy Case No.: 00-72059

Debtor's Counsel: Frank J. Santoro, Esq.
                   Marcus, Santoro, Kozak & Melvin, P.C.
                   366 Crawford Parkway, Suite 700
                   P.O. Box 69
                   Portsmouth, VA 23705-0069
                   (757) 393-2555

Total Assets: $ 5,066,947
Total Debts: $ 18,020,720

20 Largest Unsecured Creditors

Omega Solutions
37 North Main St.
Southington, CT 06489               Stock Acquisition
(800) 533-8435                       Agreement                  $ 601,875

Stephen and Elizabeth Mintun
7378 Peppers Ferry Rd
Radford VA 24141                    Stock Acquisition
(640) 633-0867                       Agreement                  $ 452,500

Steven Plautz                       Stock Acquisition
                                      Agreement                  $ 180,000

Michael Plautz                      Stock Acquisition
                                      Agreement                  $ 180,000

Brera Capital Partners LLC          Open account(A/P)
                                      office                     $ 146,027

Kaufman & Canoles                   Professional Services       $ 113,703

Jay Goldsberry                      Stock Acquisition
                                      Agreement                  $ 112,000

Cox Communications                  Open account(A/P) COGS       $ 96,422

The Porter Group                    Open account(A/P) Office     $ 96,000

Adelphia Business Solutions         Open account(A/P) COGS       $ 72,517

Cox Fibernet                        Open account(A/P) COGS       $ 51,842

New York Times/WTKR-TV              Open account(A/P) Adv         $ 50,001

The Prospect Group                  Open account(A/P) Other       $ 47,600

NorthPoint Communications Inc.      Open account(A/P) COGS        $ 37,579

Bay Shore Enterprises LLC           Open account(A/P) Rent        $ 34,276

MCI World Com                       Open account(A/P) COGS        $ 34,166

E-Spire                             Open account(A/P) Other       $ 32,347

KMC Telecom Holdings Inc            Open account(A/P) COGS        $ 31,748

Clarent Corp                        Open account(A/P) Office      $ 31,302
Verizon                             Open account(A/P) Utility     $ 29,142

PRIME RETAIL: Faces Shareholder Class Action Lawsuit in Maryland
A class action lawsuit was filed in the United States District Court for
the District of Maryland, on behalf of purchasers of the securities of
Prime Retail, Inc. (NYSE: PRT) between May 28, 1999 and January 18, 2000,

The complaint charges Prime Retail and certain of its officers and
directors with violations of Sections 10(b) and 20(a) of the Securities
Exchange Act of 1934, and Rule 10b-5 promulgated thereunder by the
Securities and Exchange Commission.  

Specifically, the complaint alleges that Prime Retail assured its investors
throughout the Class Period that it would issue a dividend in its fourth
quarter of 1999, even though it knew that its deteriorating operations and
debt-laden balance sheet would make issuing a dividend impossible.  On
January 18, 2000, Prime Retail announced that it would suspend its common
dividend for 2000 because of lowered occupancy rates and cash shortage.  

The value of Prime Retail's securities plummeted by 37% from its prior day
close on the news of this announcement.

Contact Marc S. Henzel, Esq. of The Law Offices of Marc S. Henzel, 210 West
Washington Square, Third Floor Philadelphia, PA 19106, by telephone at 888-
643-6735 or 215-625-9999, by facsimile at 215-440-9475, by e-mail at or visit the firm's website at additional information.

SILVER CINEMAS: Bankruptcy Filing Sends Ripples Enhancing Growth Of Losses
Recent court documents reveals, Silver Cinemas Intl. lost $637,816 in July
alone, The Daily Variety reports.  The petition filed on May 16 listed $131
million in assets and $147 million in debts. Now, the company reveals its
asset base is down to $124.2 million and its liabilities has grown to
$152.6 million.  Silver Cinemas disclosed incurring $18 million in
additional expenses for discontinuing a building program after the
bankruptcy filing.

Silver Cinemas operates 84 theaters in 17 states, but announced its intent
to close some sites. The company operates in Landmark Theaters, Celebration
Cinemas and Encore Entertainment.  The petition was filed in the U.S.
Bankruptcy Court in Delaware District. William P. Bowden of Ashby & Geddes
serves as counsel for the bankrupt exhibitor.

TALON AUTOMOTIVE: Moody's Junks Auto Supplier's Debt Ratings
Moody's Investors Service downgraded the ratings of Talon Automotive Group,
Inc., as follows:

      * Moody's lowered the rating of Talon's $120 million of 9.625%
        guaranteed senior subordinated notes due May 1, 2008 to Ca, from

      * Moody's lowered the rating of Talon's $100 million senior secured
        bank revolving credit facility due 2003 to Caa1, from B3.

      * The company's senior implied rating was lowered to Caa2, from B3,
        and the company's senior unsecured issuer rating was lowered to
        Caa3, from Caa1.

Additionally, Moody's said, the company's outlook is negative.

These rating actions were taken in response to Talon's announcement through
an 8-K filing that the company has elected not to make the approximately
$5.8 million November 1, 2000 semiannual senior subordinated interest
payment when due. There exists a 30-day "grace" period for interest
payments within the senior subordinated note indenture before an event of
default is triggered. In the absence of additional waivers, Talon therefore
faces a December 1, 2000 deadline to negotiate with its bank group and note
holders to either facilitate payment or get the note holders to agree to
deferred payment.

Moody's has significant concerns regarding the company's ongoing liquidity.
While no defaults currently exist under the bank revolving credit facility,
there exists uncertainty whether compliance with the existing terms can be
maintained. Talon's management notably believes that the existing bank
group will remain supportive of the company. A recent amendment to the
senior bank credit agreement redefined the borrowing base availability
calculation under the revolving credit facility to approximate forced
liquidation value, which is typically less that the maximum $100 million
facility amount. The company is increasingly highly levered, with
dependence on its bank facility to fully cover required interest payments.

The rating actions also reflect the Talon's strong relationships with its
key OEM customers. The company enjoys Tier I supplier status by virtue of
its full service engineering capabilities, along with a history of
delivering complex, value-added modules and systems. Additionally, while
the company's senior subordinated note issue is publicly-held, the limited
number of investors should facilitate constructive negotiations.
The Caa1 rating of the bank revolving credit facility reflects the current
requirement that usage under the facility is limited to a strict
liquidation-oriented borrowing base formula. The senior implied rating has
been set one notch lower, given the more limited collateral coverage of
Talon's aggregate debt levels. The Ca rating of the senior subordinated
notes reflects the company's poor operating performance and the negligible
residual asset coverage. The negative outlook reflects Talon's
disappointing historical margin performance, along with the significant
uncertainty whether the company's ongoing liquidity will adequately bridge
Talon to an April 2001 launch of a material new business program.

Based upon Talon's LTM July 1, 2000 reported results, the company's EBITA
interest coverage is extremely poor at below 0.7x. Talon remains very
highly levered, with "Total Debt/EBITDA" approximating 9.0x. Capital
expenditures have been running well in excess of depreciation, primarily
due to material new business programs. Talon has additionally had to expend
much more than was originally anticipated to bring the capacity levels for
the December 1997 PSI acquisition to necessary levels. Additionally, the
company continues to have to finance the costly launch for the significant
new business program. The company's EBITA ROA is also inadequate at roughly

Talon is a Tier I designer and manufacturer of stamped metal components and
assemblies used by North American automotive original equipment
manufacturers. Talon specializes in underbody/chassis and unexposed body
structure assemblies that are major structural components of passenger
cars, light trucks and vans. Products include frame rails, inner quarter
panels, rear back panels, crossmembers, cowls, radiator/front-end supports
and trailer hitch assemblies. Talon's four major customers are
DaimlerChrysler Corporation, General Motors Corporation, Ford Motor Company
and Honda Motor Co. Annual sales are approximately $300 million.

TELEQUEST: Essar Group Announces Intent To Purchase Telemarketing Firm
A federal bankruptcy judge approved the sale of Telequest, a troubled
Arlington telemarketing company, to a company based in India for an
estimated $2.5 million to $3 million. Representatives of the Essar Group
said the group wants to buy the troubled company as an entry into the
telemarketing business. U.S. Bankruptcy Judge Steven Felsenthal said the
sale to Essar was in the best interest of the estate, including creditors,
employees and landlords.(New Generation Research, Inc., 07-Nov-00)

Arlington-based Telequest Teleservices, one of the country's largest
telemarketing companies, has filed for Chapter 11 bankruptcy protection.  
Telequest, which occupies three floors in Copeland Tower, employs
2,000 to 3,000 people, 400 of them in Arlington. The voluntary action was
filed June 6 in the Northern District of Texas Bankruptcy Court in Dallas.

UNIDIGITAL INC: Aloni Seeks Assumption or Rejection of Employment Agreement
Ehud Aloni seeks to compel Mega Art Corp., to assume or reject his
employment agreement. A hearing to consider the motion will be held on
November 16, 2000 at 10:30 AM before the Honorable Mary F. Walrath, US
Bankruptcy Court, District of Delaware.

Aloni was the owner of the stock of MAC.  An agreement was entered into
between Aloni and the debtor Unidigital, Inc. whereby Aloni transferred his
stock in return for receiving a certain sum of cash, stock in Unidigital
and promissory note form Unidigital. Aloni entered into an Employment
Agreement with Unidigital. Disputes arose between Aloni and Unidigital
specifically relating to the improper servicing by MAC of certain customer
accounts of Aloni and the default by Unidigital in certain payments due
Aloni. Aloni entered a new employment agreement with MAC, but MAC failed to
meet its obligations, partially due to financial reasons, and Aloni
declared a default and ceased working for MAC. Aloni "terminated his
relationship with MAC for "Good Reason" which does not end the contractual
obligations. Instead, it triggers provisions which require a less active
role by Aloni and begins the "Restrictive Period" as defined in the
Employment Agreement. Aloni claims that he is entitled to receive the
balance of his salary for the First Year plus $900,000 per year. Aloni is
obligated to visit customers from time to time to help maintain customer
accounts, but is no longer considered an employee. Provided that Mega Art
Corp. makes all of the payments to Aloni he is bound by the restrictive
covenant provisions.

Aloni requests that the court enter an order compelling MAC to immediately
assume or reject the Employment Agreement. MAC's failures to make required
payments to Aloni coupled with actions which prohibit both it and Aloni
from providing "quality services" to Aloni's customers provide the
necessary basis for this court to require the immediate rejection of the
Employment Agreement. Aloni is prevented from servicing his customers
properly, and if MAC lingers in Chapter 11 and then ceases operation, Aloni
alleges that he will be left with no customer base and no method of
recovery for the damages he suffers.

USEC INC: Moody's Places Credit Ratings Under Review for Further Downgrade
Moody's Investors Service placed the Baa3 senior unsecured guaranteed bank
credit facility and Ba1 senior unsecured debenture ratings of USEC Inc. on
review for possible downgrade. This action reflects Moody's concerns over
USEC's continuing earnings pressure, which, in combination with the special
charges in fiscal 2000 and continued share repurchases and dividend
payments ($21.2 million in the first quarter of 2001), has contributed to a
reduction in cushion within the Company's financial covenants. As a
consequence, USEC's ability to respond to unforeseen events has come under
greater pressure. USEC has recently reduced its level of share repurchases
to conserve cash within the Company.

The ratings placed under review are:

    * USEC Inc. - senior unsecured bank credit facility, Baa3 senior
                  unsecured debentures, Ba1

USEC is in discussions with its bank group to recast the bank credit
agreement. Moody's review will focus on the structure of the agreement and
covenants contained therein. Should the bank facility be secured, the
position of the senior unsecured debentures within the capital structure
would be weakened. Business fundamentals continue soft, debt protection
measures have continued to erode and cash flow is likely to continue to
contract. Moody's review will also focus on USEC's financial risk profile
going forward in light of the continued softness in SWU and uranium prices
and USEC's high production cost base. These factors are expected to
continue to depress earnings over the near to intermediate term.

VIDEO UPDATE: Selects KPMG LLP as Financial Advisor in Chapter 11 Cases
Video Update, Inc., et al. seeks a court order authorizing the retention
of KPMG LLP as consultants and financial advisors to the debtors.
The debtors have requested that KPMG render accounting and auditing
services, tax services, and consulting services.

The debtors have agreed to compensate KPMG with a fee based upon its normal
and usual hourly billing rates in effect during the respective periods
during which the services are rendered. The firm's standard hourly rates
are as follows:

    Partners                            $425-525
    Senior Managers/Managers            $275-$400
    Seniors/Staff                       $140-$375
    Paraprofessionals                   $100

VIDEO UPDATE: Employs Johnson, West & Co. as Accountants
Video Update, Inc., et al. seeks a court order authorizing the retention of
Johnson, West & Co., PLC as accountants to the debtors to prepare and file
tax returns on behalf of the debtors. The debtors seek to employ Johnson
West to perform tax services including, but not limited to:

    a) Prepare and file corporate tax returns;

    b) Prepare and file sales and use tax returns;

    c) Prepare and file personal property tax returns;

    d) Prepare and file business licenses;

    e) Assist the debtors with IRS and other governmental agencies' tax

    f) Provide temporary staffing services;

    g) Comply with any other tax reporting requirements on behalf of the
        debtors; and

    h) Other special projects.

The rates currently charged by Johnson West are as follows:

    Partner                       $175-250
    Manager Staff                 $110-150
    Senior Staff                  $85-105
    Junior Staff                  $65-70
    Support staff                 $45-60

WASTE MANAGEMENT: Appoints Brian D. Thelen as Internal Audit Vice President
Waste Management Inc. (NYSE:WMI) announces the appointment of Brian D.
Thelen as vice president internal audit.

Mr. Thelen will be responsible for managing the company's internal audit
activities. He will report to William L. Trubeck, chief financial officer
for Waste Management.

"Brian's experience and knowledge will help us coordinate and manage our
internal audit activities," said Trubeck. "He brings the leadership and
focus we need to take our programs to a new level."
Mr. Thelen joins Waste Management from American Standard Companies Inc.,
where he was responsible for the company's worldwide internal audit
activities. Prior to American Standard Companies, he was the controller for
Trane Chicago, a division of American Standard. Prior to Trane Chicago, Mr.
Thelen worked for Ernst & Young Chicago.

Mr. Thelen earned bachelor's degrees in accounting and finance from the
University of Notre Dame in Notre Dame, Ind., and a master's degree from
Lake Forest Graduate School of Management in Lake Forest, Ill. Mr. Thelen
received his CPA certification from the University of Illinois in
Champaign/Urbana, Ill.

Waste Management Inc. is its industry's leading provider of comprehensive
waste management services. Based in Houston, the Company serves municipal,
commercial, industrial, and residential customers throughout North America.

WEINER'S STORES: Delays Announcement of Third Quarter Results
Weiner's Stores Inc. (OTCBB:WEIR) reported that due to the Company's filing
to reorganize under Chapter 11 of the federal bankruptcy code, it will not
be reporting sales or earnings for the quarter ended Oct. 28, 2000 until
its Form 10-Q is filed with the Securities Exchange Commission. The Company
expects to file such Form 10-Q for the quarter ended Oct. 28, 2000 on or
about Dec. 12, 2000.

Weiner's is a convenient neighborhood family retailer that offers a
complete assortment of branded products for value-conscious consumers.
Currently, approximately 2,500 associates are employed at the 97 stores
that are operated in Texas, Louisiana, Mississippi and Alabama. The company
filed for Chapter 11 on Oct. 16.


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

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to troubled company professionals. All titles available from --
go to  
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

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

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