TCR_Public/001110.MBX          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, November 10, 2000, Vol. 4, No. 221


AMES DEPARTMENT: Moody's Reviewing Debt for Possible Downgrade
BENZ ENERGY: Gas Supplier Seeks Chapter 11 Protection in Texas
CONSTELLATION 3D: Cash Infusions Wipe-Out Working Capital Deficits
CREDIT SUISSE: Fitch Rates Mortgage Securitization Certificates
CRIIMI MAE: Posts $44.5MM Loss for 3Q ending September 30, 2000

CROWE ROPE: Competition & Higher Costs Lead to Chapter 11 Filing
EVE.COM: Buys e-tailer's Assets And Customer List
FACTORY CARD: Gitner & Shahon Added to the Board of Directors
FREEINTERNET.COM: James Murphy Hired to Auction Remaining Assets
GLOBAL HEALTH: Will Not Make Nov. 1 Interest Payment on Bonds

GRAND UNION: November 16 Auction Date Set for 185-Store Sale
HAMILTON BANCORP: Fitch Lowers Ratings & Says Outlook is Negative
HARNISCHFEGER: NatWest & Barclays Secure Supplemental Guarantees
IBP INC: Moody's Continues to Review Ratings for Downgrades
JONES BREWING: Equipment Failure Triggers Bankruptcy Filing

JOSEPH CHARLES: Boca Raton Brokerage Seeks Bankruptcy Protection
KENETECH CORPORATION: Merger Deal at $1.04 per Share is Underway
LOEWEN GROUP: Selling 10 Washington & Oregon Locations for $3MM
LOGO ATHLETIC: Sports Clothing Firm Seeks Chapter 11 in Delaware
MICROAGE, INC.: Bid From United Parcel Stalls Call Center Sale

MICROCAST, INC.: Case Summary and 18 Largest Unsecured Creditors
MIDWEST INDEPENDENT: S&P Revises Outlook from Stable to Negative
NATIONAL HEALTH: Creditors Vote to Accept Debtors' Chapter 11 Plan
OWENS CORNING: Ordinary Course Professionals Can Get $35,000/Month
OWENS-ILLINOIS: Moody's Places Ratings Under Review for Downgrade

PETS.COM: Pet Retailer Ceases Operations, Sends 255 Workers Home
PILLOWTEX: Covenant Waiver Expires & Considers Seeking Bankruptcy
SIENA HOLDINGS: Sells 5.6 Acre Property, Raising $800,000
SMALLWORLDWIDE PLC: GE Offer Expires with 98% of Shares Tendered
SUNRISE AIRLINES: Arizona Passenger Carrier Files for Chapter 11

TIC UNITED: Files for Chapter 11 Protection in Dallas
TURNER & BOISSEAU: Judge Flanagan To Consider Settlement Proposal
URBAN BOX: Investor Group Provides $1.8 Million Funding to DIP
WESTMORELAND COAL: Michael Armstrong Joins Board of Directors
WHEELING-PITTSBURGH: Moody's Lowers Senior Note Rating to Caa3

* BOOK REVIEW: Full Faith and Credit


AMES DEPARTMENT: Moody's Reviewing Debt for Possible Downgrade
Moody's Investors Service placed the debt ratings of Ames
Department Stores, Inc. on review for possible downgrade following
news of continued same store sales declines. The following ratings
are affected by this action:

    a) Senior Implied rating of Ba3;

    b) $650 million senior secured guaranteed bank facilities   
        maturing 2002 at Ba2;

    c) $200 million 10% senior unsecured guaranteed notes due 2006
        at B1;

    d) Senior unsecured notes of Hills Stores Co. at B2;

    e) Senior unsecured issuer rating of B2.

Moody's rating outlook had been negative prior to the review

The review will focus on the company's financial and operating
outlook, and the maturation of the stores converted after the
Hills acquisition. Moody's believes that Ames has sufficient
liquidity to support operations through the holiday season. The
bank agreement was amended earlier this year to provide a $50
million temporary addition.

Ames Department Stores Inc., headquartered in Rocky Hill,
Connecticut, operates about 480 discount department stores
throughout the Northeast and upper Midwest.

BENZ ENERGY: Gas Supplier Seeks Chapter 11 Protection in Texas
Benz Energy Inc. (CDX:BZG.V) announces that Benz and its wholly
owned subsidiary Texstar Petroleum Inc. jointly filed a petition
for protection under Federal bankruptcy law in the United States
Bankruptcy Court, Eastern District of Texas. The decision to seek
protection was taken because the Company now believes that a
restructuring of its indebtedness cannot be completed without the
protection and assistance of the bankruptcy court.

Timing of the bankruptcy filing was imposed by several factors,
including (1) the acceleration of the Company's $25.7 million
senior secured credit facility, (2) the liquidation of the
Company's natural gas hedge associated with the credit facility
and subsequent demand for $6.8 million of liquidation cost, (3)
the posting for foreclosure of all collateral by the Company's
senior secured creditor, (4) notice of default under the Company's
secured note with certain trade vendors, and (5) the acceleration
of the Company's $20.8 million of senior subordinate convertible
debentures due to nonpayment of interest due Sept. 30, 2000. The
event of default on the senior secured credit facility and the
associated hedge liquidation are a result of the substantial
decline in independently estimated proven reserves that serve as
collateral for the credit facility. The decline in proven reserves
and associated decline in net production combined with the
additional burden of the hedge liquidation cost made the process
of working through a restructuring problematic without the
protection of a bankruptcy filing.

Benz anticipates filing in the near term a disclosure statement
and re-organization plan that the Company believes is fair to both
its creditors and shareholders and incorporate current settlement
discussions being held with creditors.

Benz Energy Inc. is an exploitation and production oil and gas
company based in Houston, focused on natural gas in the onshore
U.S. Gulf Coast region of Mississippi and Texas. Its offices have
been relocated to 110 Cypress Station Dr. No. 255, Houston, Texas
77090; the new telephone numbers are 281/586-7491 and (fax)

CONSTELLATION 3D: Cash Infusions Wipe-Out Working Capital Deficits
Working capital deficits are old news at CONSTELLATION 3D, INC.  
Subsequent to the six month period ended June 30, 2000, the
Company received gross proceeds of $12,400,426 through the sale of
1,221,718 shares of its common stock.  In addition, $1.4 million
of shareholder loans and $2.4 million of subordinated convertible
debt were converted into common shares. On August 22, 2000, gained
the ability to tap into a $6,000,000 line of credit.  

In regulatory filings with the SEC earlier this year,
CONSTELLATION 3D, INC., made statements suggesting that it might
not have sufficient working capital to sustain its operations
after September 2000.  That situation has clearly turned around.

CREDIT SUISSE: Fitch Rates Mortgage Securitization Certificates
Credit Suisse First Boston Mortgage Securities Corp., commercial
mortgage pass-through certificates, series 1997-C2, $106.2 million
class A-1, $322.3 million class A- 2, $523.3 million class A-3 and
interest-only class A-X are affirmed at `AAA' by Fitch. In
addition, the $95.3 million class B is affirmed at `AA', the $80.6
million class C at `A', the $95.3 million class D at `BBB-', the
$73.3 million class F at `BB', the $14.7 million class G at `BB-',
the $29.3 million class H at `B' and the $14.7 million class I at
`B-'. The $25.7 million class E and the $40.4 million class J
certificates are not rated by Fitch. The rating affirmations
follow Fitch's annual review of the transaction, which closed in
December of 1997.

The certificates are currently collateralized by 184 fixed-rate
multifamily and commercial mortgage loans and one defeased loan
(the largest loan, representing 10.0% of the pool). The pool
consists primarily of retail (21.4%), office (18.4%), hotel
(17.0%) and multifamily (10.5%) properties. The properties are
located in 35 different states with significant concentrations in
California (21.4%), New York (16.6%) and New Jersey (8.0%). There
are 52 loans, representing 14.7% of the pool, secured by credit
tenant leases (CTL).

As of the October 2000 distribution date, the pool's aggregate
certificate balance has decreased by 3.1% to $1.42 billion. There
are currently two loans (representing 1.5% of the pool) in special
servicing, which include an ownership transfer on a Mesa, AZ
mobile home park (1.3%) without lender consent and a Parksville,
NY limited service hotel (0.2%) with unpaid escrow deposits and
late fees. Two additional loans (0.4%) are over 30-days
delinquent. First Union, the master servicer, collected year-end
(YE) 1999 operating statements for 119 loans, representing 94% of
the pool's unpaid principal balance not including defeased or CTL
loans. The 1999 weighted-average debt service coverage ratio
(DSCR) is 1.55 times (x) up from 1.47x as of 12/31/98 and 1.36x at
origination. Eight loans, representing 4.2% of the pool, reported
YE 1999 DSCR's below 1.00x. Eight CTL loans in the pool are of
concern to Fitch due to the deterioration in the financial
condition of Regal Cinemas (0.9%) and Rite Aid Corporation (0.8%).

As part of Fitch's analysis, loans identified as potential
problems were assumed to default at various stress scenarios. In
addition, the analysis took into account the defeasance of the
largest loan in the pool. The resulting subordination levels were
sufficient to maintain the current ratings.

Fitch will continue to monitor this transaction, as surveillance
is ongoing.

CRIIMI MAE: Posts $44.5MM Loss for 3Q ending September 30, 2000
CRIIMI MAE Inc. (NYSE: CMM) reported results for the three and
nine months ended September 30, 2000.

For the three months ended September 30, 2000, CRIIMI MAE reported
a net loss to common shareholders under generally accepted
accounting principles (GAAP) of approximately $44.5 million, or 71
cents per basic and diluted share. This compares with net income
available to common shareholders for the third quarter of 1999 of
approximately $8.1 million, or 15 cents per basic share and 14
cents per diluted share.

Compared to the prior year's third quarter, results for the three
months ended September 30, 2000 included a significant increase in
reorganization items, including the recognition of an approximate
$45.8 million loss on its investment in originated loans and an
approximate $10.6 million of additional impairment on commercial
mortgage-backed securities ("CMBS"). Reorganization items totaled
approximately $52.3 million for the three months ended September
30, 2000 versus approximately $4.6 million for the same period in

In the third quarter of 2000, CRIIMI MAE decided that, as part of
its plan of reorganization, it would sell its remaining interest
in CRIIMI MAE CMBS Corp. Series 1998-1 ("CMO-IV"), a
securitization of commercial mortgage loans completed by the
Company in June 1998. The sale of the Company's interest in CMO-IV
in November 2000 requires the net loss to be presented in two
components. The first component is the write down to fair value of
the Company's investment in originated loans of approximately
$45.8 million in the third quarter of 2000, which is classified as
a reorganization item. The second component includes a gain of
approximately $16 million related to the extinguishment of debt.

The extinguishment of debt will be recognized as an extraordinary
item in the fourth quarter of 2000, which is when the debt was
extinguished. For tax purposes, the net loss of approximately $29
million will be recorded entirely in the fourth quarter of 2000.

During the third quarter of 2000, CRIIMI MAE recognized additional
impairment of approximately $10.6 million on the CMBS assets the
Company sold in November 2000 as part of its recapitalization
financing. These CMBS were subordinated tranches from Mortgage
Capital Funding, Inc. Series 1998-MC1, Mortgage Capital Funding,
Inc. Series 1998-MC2 and DLJ Mortgage Acceptance Corp. Series 1997
CF2 Tranche B-30C. Impairment is recognized through the income
statement when the fair market value of a CMBS asset declines
below its amortized cost for a significant period of time and the
entity no longer has the ability or intent to hold the investment
until the value recovers to amortized cost.

Net interest margin for the three months ended September 30, 2000
was $13.5 million versus $17.6 million for the same period in
1999. The net interest margin for the nine months ended September
30, 2000 was $45.1 million compared to $55.6 million for the
corresponding period in 1999. The decrease in the net interest
margin for the three and the nine months ended September 30, 2000
was due, primarily, to the sale of certain CMBS during 2000 which
reduced CRIIMI MAE's CMBS holdings causing a reduction in both
interest income and interest expense. Additionally, the net
interest margin decreased due to reductions in the insured
mortgage portfolio as a result of mortgage loan prepayments. Also
contributing to the decrease in net interest margin was an
increase in certain interest costs, caused, in part, by the
replacement during 1999 of a portion of the Company's variable-
rate debt with higher, fixed-rate debt and an increase in
variable-rate borrowing costs due to higher interest rates in 2000
than in 1999.

For the nine months ended September 30, 2000, net loss to common
shareholders was approximately $36.7 million, or 59 cents per
basic and diluted share, compared to net income available to
common shareholders of approximately $19.5 million, or 37 cents
per basic share and 33 cents per diluted share for the same period
in 1999.

The decrease in net income for the first nine months of 2000 as
compared to the corresponding period in 1999 was primarily due to
an increase in reorganization items, as discussed above. For the
nine months ended September 30, 2000, reorganization items totaled
$67.1 million versus $15.6 million for the nine months ended
September 30, 1999.

The table that follows the text of this release identifies other
items that contributed to the changes in GAAP earnings during the
three and nine months ended September 30, 2000 compared to the
corresponding periods in 1999.

On March 15, 2000, CRIIMI MAE elected for tax purposes to be
classified as a trader in securities effective January 1, 2000.
Such trading activity is, or is expected to be, in certain types
of mortgage-backed securities, including subordinated and other
CMBS. As a trader in securities, the Company will mark-to-market
its trading assets for the current and future tax years.

The Company initially marked-to-market its trading assets on
January 1, 2000, resulting in losses for tax purposes of
approximately $478 million. Beginning with the 2000 tax year, the
Company expects to recognize these losses evenly over four years
at a rate of approximately $120 million per year. Any accumulated
and unused losses generally may be carried forward for up to 20
years to offset taxable income until fully utilized.

For tax purposes, the estimated net operating loss for the nine
months ended September 30, 2000 was approximately $45.4 million or
a loss of 73 cents per weighted average share. For the first nine
months of 2000, the $45.4 million net operating loss included
three quarters, or approximately $90 million, of this year's
portion of the $478 million four-year mark-to-market loss. This
compares with tax basis income of approximately $13.7 million, or
26 cents per weighted average share for the first nine months of

As a result of its trader election, the Company will be required
to mark- to-market its trading assets at the end of each tax year
and reflect those year-end adjustments as unrealized ordinary
gains and losses. In addition, CRIIMI MAE realizes ordinary gains
and losses during the year on dispositions of its trading assets.
So long as available, net operating losses, including the
allocable portion of the $478 million loss, are expected to offset
taxable income on an annual basis.

For a more complete discussion of the Company's trader election,
including related risks and the effect on taxable income (loss),
REIT distribution requirements and cash flows, reference is made
to the Company's Current Report on Form 10-Q for the quarter ended
September 30, 2000.

On September 11, 2000, CRIIMI MAE declared a stock dividend to
common shareholders of record as of October 27, 2000. The dividend
is payable on November 13, 2000 in up to an aggregate of 3.75
million shares of a new series of preferred stock designated
Series G Redeemable Cumulative Dividend Preferred Stock (the
"Series G Preferred Stock") (NYSE: CMM-PrG). The purpose of the
stock dividend is to distribute approximately $37.5 million, or 60
cents per common share, of undistributed 1999 taxable income in
order to satisfy the Company's Real Estate Investment Trust
("REIT") distribution requirements and to eliminate any federal
income tax obligation for the 1999 tax year. To the extent such
income is not deemed distributed, the Company would bear a
corporate level income tax on any undistributed amount. There can
be no assurance that REIT status will be preserved or to what
extent, if any, the distribution of the Series G Preferred Stock
will eliminate the Company's 1999 taxable income.

CRIIMI MAE's total shareholders' equity was approximately $223
million ($2.37 per diluted share) at September 30, 2000.

The United States Bankruptcy Court for the District of Maryland,
Greenbelt Division has set a confirmation hearing on CRIIMI MAE's
Third Amended Joint Plan of Reorganization for November 15, 2000.

CROWE ROPE: Competition & Higher Costs Lead to Chapter 11 Filing
Having no choice left, Crowe Rope Industries seeks bankruptcy
protection under Chapter 11 in Bangor, Central Maine Morning
Sentinel reports. "Despite over $5 million of cash infusion into
Crowe by our current owner over the last five years, the
challenges Crowe has faced became insurmountable without court
protection," Michael Carrender, the firm's chief executive
officer, said in the statement released recently. Forces such as
tight competition, workers' compensation costs, oil prices and
costs of raw materials has brought the company to bankruptcy.

J.P. Bolduc left W.R. Grace Co. under trivial circumstances, took
over the ailing 50-year-old company in 1995, with former Maine
Gov. John McKernan as a minority partner.

EVE.COM: Buys e-tailer's Assets And Customer List
Financially drained announces that a cosmetics retailer
bought its assets for an undisclosed amount, Dow Jones reports. will have's name, its Web site and limited
access to its customer database.  Idealab, which supported the
retailer financially, withdrew from a planned IPO last month.
Already aware of its critical state, announced last month
its plan to liquidate its operations and sent home its 164
employees. added that they lost cash on every customer
purchase, due to high costs associated with acquiring customers,
marketing and delivery.

FACTORY CARD: Gitner & Shahon Added to the Board of Directors
Factory Card Outlet Corp. (FCPYQ) announced today that Gerald L.
Gitner and Laurie M. Shahon have been appointed to the Company's
Board of Directors.

Mr. Gitner and Ms. Shahon each bring more than twenty years of
retail, banking or financial consulting experience to the
Company's Board of Directors.

Mr. Gitner is currently the Chairman of D.G. Associates, Inc., a
consulting services firm. Currently Ms. Shahon is the President of
the Wilton Capital Group, a firm she founded in 1994 to make
private direct investments in venture capital companies and medium
sized buyouts which focuses on retailing and consumer products.

"We are very excited to bring Gerry and Laurie on board," said
Chairman, Chief Executive Officer and President, William E.
Freeman. "Their years of service in the banking, retail and
consulting communities, as well as their high degree of financial
skills, will be a tremendous asset. We are pleased that the
progress the Company has made during the past year has helped us
to attract people with the wealth of experience and talent they
bring to our business," he added.

Mr. Gitner is the Chairman of the Board and Chairman of the
Executive Committee of the Board of TWA. He has also served in
various other capacities with TWA, including Chief Executive
Officer. Mr. Gitner has also served as the Co-Chairman of Global
Aircraft Leasing Ltd. In addition, Mr. Gitner has served as the
Chairman and Chief Executive Officer of Pan American World
services and the Vice-Chairman of Pan American World Airways, Inc.
Prior to that, Mr. Gitner served as the President of People
Express Airlines, Inc., a company he co-founded.

Mr. Gitner is a member of the Board of Directors of ICTS
International, NV. He is also a trustee of the Rochester Institute
of Technology and is a past trustee of Boston University. Mr.
Gitner is a member of the Chancellor's Council of the University
of Missouri - St. Louis and serves as a trustee of The American
College of Management in Dubrovnik, Croatia.

Prior to founding Wilton Capital, Ms. Shahon was a Managing
Director at '21' International Holdings, a private holding
company, where she had responsibility for mergers, acquisitions
and special operating projects. While there, she also served as
Vice Chairman and Chief Operating Officer of Color Tile, a 700
store flooring chain. Prior to joining '21' International
Holdings, Ms. Shahon was an investment banker at Morgan Stanley
and Salomon Brothers. At Salomon she founded and was the head of
the firm's Retailing and Consumer Products Group.

Ms. Shahon is a member of the Board of Directors of One Price
Clothing Stores, Homeland Holdings, and Bradlees. Ms. Shahon
graduated Wellesley College and the Columbia Graduate School of

Factory Card Outlet operates 177 company owned retail stores, in
20 states, offering a vast assortment of party supplies, greeting
cards, giftwrap and other special occasion merchandise at everyday
value prices. On March 23, 1999, the Company filed a petition for
reorganization under Chapter 11 of Title 11 of the United States
Code and is currently operating as a debtor in possession.

The Company has retained The Avalon Group, Ltd. as its investment
bankers and Conway, Del Genio, Gries & Co., LLC as its financial
advisors. Both firms are located in New York.

FREEINTERNET.COM: James Murphy Hired to Auction Remaining Assets
---------------------------------------------------------------- reports on's liquidation efforts
after filing for chapter 11 protection in October.  Auctioneer
James G. Murphy Inc. has been engaged to sell the remaining
furnishings and equipment in the dotcom's five-story headquarters. filed for Chapter 11 on Oct. 6 in the Western
District of Washington, at Seattle. As previously reported in the
Troubled Company Reporter, NetZero, Inc. recently completed its
acquisition of some of the internet providers assets.

GLOBAL HEALTH: Will Not Make Nov. 1 Interest Payment on Bonds
Global Health Sciences, Inc., currently in negotiations with its
secured lenders, notified holders of its long-term notes, due
2008, that the interest payment due on November 1, 2000 would not
be made on that date.

Despite the missed payment, the company and its subsidiaries--D&F
Industries, Raven Industries (d.b.a. Omni-Pak) and American
Ingredients--continue to operate on a "business- as- usual basis,"
with timely payments to trade creditors.

Global Health's secured lenders have insisted that no payments be
rendered to noteholders pending resolution of the negotiations.

The company is a developer and custom manufacturer of dietary and
nutritional supplements. The company develops and manufactures
vitamins, minerals, herbs, teas and other supplements in tablet,
capsule and powder form in a variety of shapes, sizes, colors,
flavors and textures designed to meet customers' specifications.

GRAND UNION: November 16 Auction Date Set for 185-Store Sale
Contrary to some reports circulating in the press, C&S Wholesale
Grocers' (Brattleboro, VT) $301 million bid for 185 of Grand
Union's (Wayne, NJ) stores and its Montgomery, NY distribution
center is not a "done deal," F&D Reports says in a report issued
this week.  C&S's offer has been accepted by the Company as the
"stalking horse" bid, F&D explains, which sets the bar against
which other companies must bid and establishes the procedures
under which assets will be sold under the oversight of the US
Bankruptcy Court in Newark, NJ. Grand Union may in fact have
received other and/or higher offers from other supermarket chains,
with all bids being accepted until November 13, 2000. The winning
bidder will be determined at a November 16 auction to be held in
New York City, with the first competing bid to be not less than
approximately $322 million (7% higher than the stalking horse
bid). If C&S is not the winner, it is entitled to a break-up fee
of 2.8% of the winning bid (which will be not less than $9.02
million), and reimbursement of up to $1.75 million in "reasonable"
and actual expenses.

HAMILTON BANCORP: Fitch Lowers Ratings & Says Outlook is Negative
Fitch has lowered its ratings for Hamilton Bancorp Inc. (HABK),
and those of its subsidiary Hamilton Bank, N.A. Hamilton's long-
term rating has been assigned a Negative Outlook. A complete list
of rating revisions and affirmations is provided at the end of
this release.

The rating action reflects the continued financial pressures that
Hamilton is experiencing from its trade-related exposures, as well
as problems in other segments of Hamilton's credit portfolio which
surfaced in third quarter 2000. An $11.5 million loan loss
provision, along with a writedown of a credit exposure carried as
a security ($4.3 million) and what are expected to be nonrecurring
legal related charges ($3.3 million), contributed to a reported
loss of $5.6 million for the quarter. While Hamilton has had a
somewhat volatile credit performance in the past two years with
net charge-offs of approximately $6.0 million each taken in third
quarter 1998 and fourth quarter 1999, the sheer size of the latest
credit related charges serves as another indicator that Hamilton's
prospects for a meaningful and consistent level of profitability
and solid asset quality over the near and intermediate term - both
critical components of an investment-grade rating - have become
suspect, thereby prompting Fitch to reassess the financial profile
of Hamilton.

It is important to note that the aforementioned $19 million in
charges were unrelated to the bank's transfer risk exposures that
have been well publicized over the past year, and at this point,
despite our concerns regarding such exposures, are not considered
likely to result in impaired credit exposures. However, Hamilton
is currently operating under a Consent Agreement with its primary
regulator, the Office of the Comptroller of the Currency, which
among its requirements, mandates Hamilton to strengthen its credit
administration and oversight process along with maintaining
regulatory capital at levels above those required for `well-
capitalized' banks. Fitch will continue to monitor the impact that
the Consent Agreement and the ongoing regulatory discourse has on
Hamilton operations.

The following ratings for Hamilton Bancorp Inc., and Hamilton
Bank, N.A., have been lowered:

    A) Hamilton Bank, N.A.

       -- Long-Term Deposits to `BB+' from `BBB-',

       -- Short-Term Deposits to `B' from `F3',

       -- Long-Term Senior Obligations to `BB' from `BBB-',

       -- Short-Term Senior Obligations to `B' from `F3',

       -- Individual Rating to `C/D' from `B/C'.

    B) Hamilton Bancorp

       -- Long-Term Senior Obligations to `BB' from `BBB-',

       -- Short-Term Senior Obligations to `B' from `F3',

       -- Individual Rating to `C/D' from `B/C'.

The support rating of `5' for Hamilton Bancorp and Hamilton Bank,
N.A. remains unchanged.

HARNISCHFEGER: NatWest & Barclays Secure Supplemental Guarantees
To sustain financing for their UK operations subsequent to certain
events, with a concomitant change from unsecured financing
facilities to committed facilities, Harnischfeger Industries,
Inc., JTI UK Holdings, Inc. and HCHC UK Holdings, Inc. seek the
Court's authority (1) for HII to issue supplemental guarantees in
favor of National Westminster Bank PLC and Barclays Bank PLC (the
UK Banks), as the Banks requested, and (2) for the Holding
Companies, as shareholders of
Harnischfeger ULC (HULC), to undertake shareholders' resolutions
to authorize the New UK Facilities and related documentation.

          Original UK Facilities and Original Guarantees

Historically, the operations of the Moving Debtors' UK
subsidiaries have been partially financed through working capital
(overdraft, trading loan, letter of credit, bond and guarantee)
facilities extended by the UK Banks.

Certain non-debtor UK affiliates of the Debtors were the Original
UK Obligors. These were:

         * Harnischfeger Industries Limited
         * Harnischfeger (UK) Limited
         * Joy Mining Machinery Limited
         * Beloit Walmsley Limited
         * Morris Mechanical Handling Limited

The Original UK Facilities have terminated with respect to (a)
Walmsley upon its going into administration under the UK
Insolvency Act of 1986 and (b) Morris upon the Debtors' sale of it
on March 30, 1998. As these facilities were unsecured "on demand"
facilities, the UK Banks were under no obligation to continue
extending funds to the Original UK Obligors under the Original
UK Facilities.

The obligations of the Original UK Obligors under the Original UK
Facilities were guaranteed by HII by separate guarantees extended,
respectively, in favor of Nat West and Barclays. The Original
Guarantees are limited with respect to Morris's obligations to the
amounts incurred prior to its sale out of the group.

The Original Guarantees have been authorized for extension by the
Court until June 30, 2002 with express provisions such extension
does not alter the priority, amount or validity of the UK Banks'
respective prepetition claims or elevate their respective claims
against HII under the Original Guarantees to administrative

                          The Re-financing

The UK Banks and the New UK Obligors have agreed to refinance the
Original UK Facilities.

The New Facilities to be extended are capped at the level of
commitments of the UK Banks under the Original UK Facilities as of
the date the New Facilities are entered into. They do not provide
for any additional indebtedness. However, the New Facilities are
committed, rather than "on demand' facilities, and, unless they
terminate earlier by their terms, obligate the UK Banks to
continue providing funds until June 30, 2002.

In return, the UK Banks will receive guarantees of the obligations
from non-debtor New UK Obligors supported by a lien on, and a
security interest in, all of their assets. In addition, the UK
Banks have requested that the Original Guarantees remain in place,
not to be released, but to be supplemented by Supplemental
Guarantees from HII. The UK Banks would like to keep the Original
Guarantees in place to ensure that the UK Banks will not
inadvertently "lose" any rights they have against HII, and
specifically those rights with respect to the outstanding
obligations of Walmsley and Morris, which are not among the New UK

The Supplemental Guarantees are drafted to expire on June 30,
2002, which is the termination date of the New Facilities and of
the Original Guarantees. The Supplemental Guarantees are also
capped at exactly the same amount as the Original Guarantees.

In addition, the UK Banks ask that the effectiveness of the New
Facilities be conditioned upon the New Facilities and all related
documentation being authorized by each parent of each entity
concerned by way of shareholders' resolutions. Harnischfeger ULC
(HULC) is one of such entities, and accordingly, authorization by
the Holding Companies, as HULC's shareholders, will be required.

The Debtors believe that the requested relief is in the best
interests of the Debtors, their estates and their creditors. It
enables the New UK Obligators to obtain financing from the UK
Banks, without which they will have to rely more heavily on the
financial support of the Debtors. This will be acquired with no
increase of HII's exposure but an improvement in the position of
HII's creditors to the extent that the New Facilities will be
secured whereas the Original UK Facilities were unsecured.
Moreover, the New Facilities provide for structured reductions of
borrowings by the New UK Obligors, which will accordingly reduce
HII's contingent liability.

The Debtors remark that the requested relief is in the ordinary
course of business and is permitted by sections 363(c), 1107(a)
and 1108 of the Bankruptcy Code, without further application to
the Court. Nevertheless, out of an abundance of caution, they seek
the Court's approval. The Debtors draw Judge Walsh's attention to
Section 105(a) of the Bankruptcy Code which authorizes the Court
to enter the relief requested. (Harnischfeger Bankruptcy News,
Issue No. 30; Bankruptcy Creditors' Service, Inc., 609/392-0900)

IBP INC: Moody's Continues to Review Ratings for Downgrades
Moody's Investors Service assigned prospective ratings of (P)Ba3
senior implied, (P)Ba2 to the senior secured bank credit
facilities, (P)B1 to the senior unsecured notes, and (P)B2 to the
senior subordinated notes being proposed to finance the leveraged
buyout of IBP, inc. All existing ratings remain on review for
possible downgrade. Upon successful completion the proposed
transaction, affected ratings would be lowered to the appropriate

The ratings are based upon the high leverage and very weak debt
protection measures IBP will have following the proposed leveraged
buyout. The ratings also incorporate the volatility inherent in
IBP's fresh meat business due to its exposure to cyclical beef and
pork markets, and high capital intensity. Moody's also noted that
the significant weakening of debt protection measures comes at a
point in the beef cycle when processor margins are expected to
deteriorate, and where high spending by IBP to increase its
capacity to produce case-ready beef products is expected to

The prospective ratings consider the very strong position and
market share IBP maintains in the fresh beef and pork industry,
its positive earnings history, stable management, and diversity
afforded by the 25% of its earnings generated by non-commodity
processed food products. Moody's also noted IBP's excellent
returns on tangible assets, and good asset coverage afforded
secured creditors. Another positive is the over $600 million in
cash equity being invested by DLJ Merchant Banking Partners III,

Prospective ratings assigned:

    a) Senior implied of (P)Ba3

    b) Senior secured bank credit facilities at (P)Ba2

    c) Senior unsecured notes at (P)B1

    d) Senior subordinated notes at (P)B2

Ratings remaining under review for possible downgrade:

    a) Senior unsecured debt at A3

    b) Guaranteed senior unsecured of IBP Finance Company of Canada
at A3

    c) Commercial paper at Prime-2

Following the transaction, IBP will add over $1.4 billion in
incremental debt to its capital structure, significantly
increasing leverage and reducing fixed charge coverage. The $2.9
billion in total debt will consist of $1.8 billion in senior
secured debt, $500 million in senior unsecured notes, and $400
million of senior subordinated notes. There will also be $200MM in
zero coupon debt at Rawhide Holdings, the direct parent of IBP,
inc. Moody's includes this parent-company obligation in the total
debt of the enterprise when assigning the senior implied rating. A
$500MM senior secured revolving credit facility will provide
working capital financing and a significant initial source of
liquidity to the company. This is important because IBP will
initially be cash consumptive given: reduced earnings due to a
deteriorating beef industry cycle; higher interest expense due to
leverage; and significant capital expenditure plans due to the
developement of IBP's case ready product line. Interest coverage
will also significantly weaken with pro forma EBITA/Interest
(including an assumed $30 million dividend to IBP's parent to
cover the parent's financing costs) falling to 1.65X times post
LBO, as compared to over 8 times presently.

With senior secured debt representing 62% of total enterprise
debt, collateral coverage of secured debt is acceptable. Tangible
assets cover secured debt 1.8 times, and cover total debt 1.1

IBP's earnings and cash flow face a material degree of earnings
volatility due to the company's exposure to cyclical commodity
beef and pork markets. Over the past decades, consolidation among
industry players -- both in terms of packers and producers -- has
increased the size and sophistication of industry players. While
these larger participants are theoretically better able to
forecast industry supply and demand, and therefore avoid the same
imbalances that have resulted in past industry cycles -- cyclical
volatility will remain a part of the industry landscape for the
foreseeable future.

While the past few years have been favorable for beef packers due
to strong demand, plentiful supply, and moderate cattle prices,
there are signs that the cattle cycle is turning down and packers
margins will be pressured going forward. Thus, IBP is leveraging
its balance sheet at what could turn out to be the peak of its
business cycle, and may need to manage a much higher debt load
with lower earnings and cash flows in coming quarters.

These pressures are further amplified by the heavy capital
investment which IBP faces in coming years. As retailers, such as
Wal-Mart, have begun outsourcing the functions traditionally
performed by in-store butcher departments, packers such as IBP are
expanding capacity to produce case-ready meats. These are fresh
meat products which are pre-cut, pre-packaged, pre-weighed, and
pre-priced by packers so that retailers need only refrigerate and
sell the product. As a leader in the meat packing industry, IBP
will need to spend significant cash in the next few years to
expand capacity to produce case-ready product. As the industry has
only begun the transformation to producing this type of product,
it remains to be seen if packers will receive -- over the long
term -- an acceptable return for their case-ready product. Yet IBP
will need to make significant up front investments in productive
capacity over the next few years to establish a solid position in
this new market. Strategically, it will be very difficult for IBP
to reduce its capital investment in this area over the next few
years should its operations falter and it need to conserve cash.

IBP has made some progress in recent years in reducing its
exposure to commodity meat markets by building, through
acquisition, its higher value added food processing operations.
Through its Foodbrands subsidiaries, IBP is a major producer of
private label lunch meat, processed meat products, as well as
specialty food service products such as pizza toppings and
pepperoni. While the business has grown, it still represents only
25% of operating earnings.

Despite the industry and capital structure challenges the company
faces, IBP is very well positioned in its markets. It maintains a
28% share of US total beef slaughter capacity, and 18% of pork
slaughter capacity. Its plants are strategically located close to
cattle and hog raising areas, and it has established strong
customer relationships over the years. The transition of many
retailers to case ready product offers IBP opportunities to
increase the value-added component of its product, and pursue
higher margins by branding its fresh meat products.

Based in Dakota Dunes, South Dakota, IBP, inc. is the world's
largest producer of fresh beef and pork, and a diversified
producer of processed food products.

JONES BREWING: Equipment Failure Triggers Bankruptcy Filing
After operations came to a halt last month after an equipment
failure, Jones Brewing Co. filed for bankruptcy under Chapter 11, reports.  "We were heading in the right
direction," VP of Operations Roy Mollomo said.  "But when you get
hit with something like this, it not only drains you financially,
but also you lose income." Even though the brewing company enters
bankruptcy, they intend to continue operations and meet
obligations, Attorney Robert Lampl, representing the brewer, said.

Jones is based in Smithton, Pennsylvania, east of Pittsburgh.  The
company filed its bankruptcy petition on Nov. 2.

JOSEPH CHARLES: Boca Raton Brokerage Seeks Bankruptcy Protection
Unable to pay its debts as they are coming due, a brokerage firm
in Boca Raton sought protection under Chapter 11 of the U.S.
Bankruptcy Code.  The Tribune Business News reports that Joseph
Charles & Associates discloses having $4.5 million of assets and
debts of $1.5 million in its bankruptcy petition. Joseph Charles
blames Bear Stearns of New York for failing to remit commissions
on trades.  Because Bear Stearns refuses to pay, Tony Visone
explains, Joseph Charles' main source of revenue came to a halt.
Mr. Visone serves as vice president of corporate development for
Joseph Charles.

Eric Goldstein is also breathing down the brokerage house's neck.  
In May of 1998, a judge awarded Mr. Goldstein $1.13 million in
principal and interest.  Joseph Charles is supposed to pay-up by
May, 2001.  And Dorothy Jarvis, an 83-yr-old widow in Boca Raton,
accuses the brokerage of fraud because it broke a deal she had
with Leonard Krenek.  Mr. Krenek, who works for Joseph Charles, it
seems, invested 70% of her $1 million life savings conservatively
-- in high-risk stocks.

KENETECH CORPORATION: Merger Deal at $1.04 per Share is Underway
Kenetech Corporation has entered into an agreement and plan of
merger with KC Holding Corporation and KC Merger Corp. Under the
terms of the merger agreement, KC Merger Corp. will commence a
cash tender offer for all of the issued and outstanding shares of
common stock, of Kenetech at a price of $1.04 per share. Following
the purchase of shares pursuant to the tender offer, KC Merger
Corp. will merge with and into Kenetech and Kenetech will become a
wholly-owned subsidiary of KC Holding Corporation. In the merger,
the remaining stockholders of Kenetech will become entitled to
receive the per share consideration paid in the tender offer.

KC Holding Corporation is a subsidiary of ValueAct Capital
Partners, L.P., and KC Merger Corp. is a subsidiary of KC Holding
Corporation. Mark D. Lerdal, Chairman of the Board, Chief
Executive Officer and President of Kenetech, has agreed with KC
Holding Corporation and KC Merger Corp. not to tender any of the
shares of Kenetech common stock held by him. Mr. Lerdal has agreed
with KC Holding Corporation to contribute his shares to KC Holding
Corporation in exchange for shares of capital stock in KC Holding

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

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

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

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

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

LOEWEN GROUP: Selling 10 Washington & Oregon Locations for $3MM
As part its Disposition Program, six debtor-affiliates of The
Loewen Group, Inc. -- Dahl/McVicker Funeral Homes, Inc. Longview
Memorial Park, Inc., Northwood Park Cemetery, Inc. Lower Valley
Memorial Gardens, Inc., Litwiller Funeral Home, Inc. and Bishop
Funeral Home, Inc. -- sought and obtained the court's authority to
sell funeral home and cemetery businesses at 8 locations in
Washington and 2 locations in Oregon, and related assets, clear of
liens, claims and encumbrances, and to assume and assign related
unexpired leases and contracts such as trust management
agreements, equipment, supplies and service contracts.

The Debtors have entered into an Asset Purchase Agreement with the
Initial Bidder (The Pierce Group, Inc. and The Pierce Group, LLC)
for the Sale Locations, including substantially all personal
property located there and used in connection with the businesses
for a Purchase Price of $3,000,000 less the amount paid by the
Initial Bidder under the Neweol Purchase Agreement.

Pursuant to the 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 $150,000
upon the execution of the Purchase Agreement and agrees to pay the
remainder of the Purchase Price at the closing.

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. (Loewen
Bankruptcy News, Issue No. 29; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

LOGO ATHLETIC: Sports Clothing Firm Seeks Chapter 11 in Delaware
Logo Athletic Inc., the largest maker of licensed sports clothing
based in Indianapolis, filed for Chapter 11 in Delaware, The
associated Press reports. The company employs 500 jobs and
operates plants in Las Vegas and Mattapoisett, Mass. Logo
manufactures clothing under three brand names under Puma ATA,
LogoAthletic, and Logo 7.  Company vice president for team
properties Eddie White said that the industry was hit hard in
recent years due to style clothing changes.  

MICROAGE, INC.: Bid From United Parcel Stalls Call Center Sale
According to published reports, the U.S. Bankruptcy Court sale of
MicroAge, Inc.'s call center operations was delayed week as a
result of the Company's disclosure that executives at United
Parcel Service of America, Inc. had approached the Company's
financial advisor with a new proposal for the division's
disposition. The Company has been operating under Chapter 11
protection since April 13, 2000.(New Generation Research, Inc.,

MICROCAST, INC.: Case Summary and 18 Largest Unsecured Creditors
Debtor: Microcast, Inc.
          33 Turner Road
          Danbury, Connecticut 06810

Chapter 11 Petition Date: November 8, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-04152

Debtor's Counsel: Pauline K. Morgan
                    Maureen D. Luke
                    Young Conaway Stargatt & Taylor, LLP
                    Wilmington Trust Center
                    11th Floor
                    P.O. Box 391
                    Wilmington, Delaware 19801
                    (302) 571-6600

                    Alan W. Kornberg
                    Brain S. Hermann
                    Brendan D. O'Neill
                    Paul, Weiss, Rifkind, Wharton & Garrison
                    1285 Avenue of the Americas
                    New York, New York 10019
                    (212) 373-3000

Total Assets: $ 10 Million above
Total Debts : $ 10 Million above

18 Largest Unsecured Creditors

Cisco Systems Capital Corporation
Tamera Booth
3800 Zanker Road
MS SC-J-2/3
San Jose, CA 95134
(408) 527-8878
Fax:(408) 527-3993             Loan                   $ 13,190,040

UUNET Technologies Inc.
Eden Kearing
3060 William Drive
Fairfax, VA 22031-4648
(877) 709-8901
Fax:(703) 886-5482             Trade Debt              $ 9,658,082

John Swarts
2445 West Dunlap Ave
Suite 100
Phoenix, AZ 85021
(860) 678-3665
Fax:(860) 674-8236             Trade Debt              $ 8,677,755

Joslyn Hanserd
P.O. Box 930331
Atlanta, GA 31193-0331
(404) 649-6352                 Trade Debt              $ 4,042,682

Compaq Computer Corporation
John Bickel
P.O. Box 530263
Atlanta, GA 30353-0263
(914) 923-1960
Fax:(914) 923-4349             Trade Debt              $ 1,634,077

Heller Financial
  Leasing, Inc.
John O'Blanis
P.O. Box 96881
Chicago, IL 60693
(312) 928-8542
Fax:(312) 441-6728             Trade Debt                $ 921,624

IBM Coporation
David Horanzy
P.O. Box 7247-0276
Philadelphia, PA 19170-0276
(860) 727-6053
Fax:(860) 727-6121             Trade Debt                $ 689,626

Luminant Worldwide
Bob Kacergis
NW 7211
P.O. Box 1450
Minneapolis, MN 55485-7211
(610) 725-8353
Fax:(212) 842-6582             Trade Debt                $ 458,831

Spectrum Strategy Consultants
Greencoat House
Frances Street
(44) 20-7331-1300
Fax:(44) 20-7331-1400          Trade Debt                $ 406,324

Cable & Wireless, Inc.
Rita Gidwani
P.O. Box 211
Vienna, VA 22182
(703) 790-5300
Fax:(703) 734-4515 or 4460     Trade Debt                $ 349,836

Network Engines, Inc.
Kathy Telarico
Credit & Collections
25 Dan Road
Canton, MA 02021
(781) 322-1130
Fax:(781) 770-2000             Trade Debt                $ 313,885

P.O. Box 33137
Newark, NJ 07188
(646) 562-6000
Fax:(646) 562-6100             Trade Debt                $ 299,186

Cisco Systems
Marie Flick
P.O. Box 91232
Chicago, IL 60693-1232
(800) 809-0823 x 6692
Fax:(08) 527-3993              Trade Debt                $ 289,465

At Home Network
Dept 05851
P.O. Box 39000
San Francisco, CA 94139-5851
(650) 556-5000
Fax:(650) 556-5100             Trade Debt                $ 269,850

Network Dynamics, Inc.
Linda Olone
4025 Tampa Road
Suite 1115
Oldsmar, FL 34677
(813) 818-8597 x 104
Fax:(508) 879-9201             Trade Debt                $ 265,481

Edge Technology Services       Trade Debt                $ 146,249

Qwest                          Trade Debt                $ 140,353

DataDirect Networks            Trade Debt                $ 133,558

MIDWEST INDEPENDENT: S&P Revises Outlook from Stable to Negative
Standard & Poor's revised its outlook to negative from stable on
the Midwest Independent Transmission System Operator Inc. (MISO).
Standard & Poor's also affirmed its triple-'B'-plus issuer credit
rating on MISO.

MISO is a nonprofit, independent corporation that will manage the
operations of a portion of the high-voltage transmission assets in
the 12-state MISO service area and will repay debt obligations
through a cost adder applied to certain transmission loads. The
cost adder is capped at 15 cents/MWh during the transition period
from the start of operations in fourth-quarter of 2001 to the
fourth-quarter of 2007. Thereafter, the cost adder is subject to
revision, but it has to provide for full cost recovery.

The rating action reflects the enhanced risk to lenders that may
result from Commonwealth Edison Co.'s (ComEd: single-'A'-
minus/Stable/A-2) recent decision to leave MISO. ComEd is the
largest member of MISO and contributes about 26% of the load that
was initially forecast to incur the MISO cost adder. The loss of
ComEd and its associated load could be felt financially through a
larger MISO cost adder applied to remaining members, and
operationally by introducing uncertainty about the organization's
market approach and membership profile. While MISO's costs are
fully recoverable under the MISO tariff from remaining members,
the potential for a larger MISO cost adder erodes the low cost
economic incentive that MISO had adopted to attract and retain

ComEd's decision to leave MISO follows closely with Illinois Power
Co.'s (IPC; triple-'B'-plus/CreditWatch Negative/'A-2') notice of
intent to leave the MISO and join the Alliance Regional
Transmission Operator (RTO) in December 2001. IPC, the regulated
utility subsidiary of Dynegy Inc. (triple-'B'-plus/CreditWatch
Negative/'A-2') has stated publicly that the Alliance RTO
structure offers more benefits given its for-profit structure and
other factors.

Federal Energy Regulatory Commission approval is required for
transmission owner members to exit from MISO, and the membership
agreement includes provisions that address the timing and
financial terms of withdrawal. This gives lenders some assurance
of membership stability.

The departure of ComEd and IPC will result in a material loss of
some load subject to the MISO cost adder, but the expected
financial impact on MISO is difficult to assess, and will depend
on membership structure at the start of operations, the applicable
load that will be subject to the MISO cost adder, and other


The rating could fall if additional members leave MISO or if the
net financial impact of the departure of ComEd and IPC is
material. The rating could be preserved if MISO is able to
counteract the actions of the departing members through regulatory
or legal relief or by the addition of new MISO members that
contribute sufficiently to its financial performance and
operational profile, Standard & Poor's said. -- CreditWire

NATIONAL HEALTH: Creditors Vote to Accept Debtors' Chapter 11 Plan
National Health & Safety Corporation (OTC Bulletin Board: NHLT) is
pleased to announce that the Confirmation Hearing concerning the
Joint Plan of Reorganization was held on November 6, 2000 in the
United States Bankruptcy Court. The purpose of the Confirmation
Hearing was to present the Court with the Vote Tally and to
demonstrate how the Plan successfully meets the standard criteria
for Confirmation.

The initial Vote Tally indicated that 70% of the Voting creditors
and 99% of the shareholders voted to accept the Plan. After a
series of discussions, the Company is pleased to announce that the
Creditors and Shareholders have agreed to unanimously support the
plan. All of the components of the Joint Plan have been deemed
confirmable. The Court requested that some non-material
modifications be implemented into the Joint Plan. These non-
material changes are being completed and Confirmation of the Joint
Plan is expected shortly. Once the Plan of Reorganization is
implemented, MedSmart Healthcare Network, Inc. (including POWERx)
will become a wholly owned subsidiary of National Health & Safety

POWERx is the most comprehensive medical discount program on the
Web. POWERx achieves savings by negotiating discounts with health
care providers on its members' behalf. The POWERx network of over
400,000 providers includes physicians, pharmacies, hospitals,
clinics and laboratories, vision and hearing care specialists,
dentists, chiropractors, home care, assisted living facilities,
and holistic centers. With savings on average of 37%, you may use
POWERx as a stand-alone benefit, a low-cost alternative to health
insurance, or an enhancement to an existing health insurance
policy. It can also be used to earn savings on a variety of non-
medical goods and services.

OWENS CORNING: Ordinary Course Professionals Can Get $35,000/Month
The Debtors employ scores of law firms, accountants, appraisers,
auctioneers, regulatory advisors, actuaries, consultants and other
professionals around the globe in the ordinary course of their
businesses. Pursuant to 11 U.S.C. Sec. 327, the Court should
consider a formal application by the Debtors to employ each of
these professionals. The cost of that process would be enormous.
Moreover, the Debtors would incur incredible costs if each of
these professionals were required to step through the process of
filing and prosecuting formal fee applications.

With this in mind, the Debtors ask Judge Walrath to approve a
protocol dispensing with the requirement that separate formal
employment applications be submitted by Ordinary Course
Professionals. Without further Court approval, the Debtors ask
that they be allowed to employ and compensate any Ordinary Course
Professional subject to a $35,000 cap per Ordinary Course
Professional per month. In the event an Ordinary Course
Professional is paid more than $35,000 in any one month during the
course of these chapter 11 cases, the Debtors will submit a formal
application to employ that professional and that professional will
be required to file and prosecute a formal application for
compensation and reimbursement of expenses. (Owens-Corning
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc.,

OWENS-ILLINOIS: Moody's Places Ratings Under Review for Downgrade
Moody's Investors Service placed the ratings of Owens-Illinois
under review for possible downgrade. The rating action is based on
the significant levels of asbestos settlement payments that the
company could continue to make over the medium term. While the
exposure of Owens-Illinois to asbestos litigation is significantly
lower than at some other companies', Moody's believes that certain
factors have changed the dynamics of this litigation in the US.
The pool of potential plaintiffs has expanded. Courts have lowered
the standards of admissible claims. Law firms litigating these
actions have become more aggressive in seeking higher levels of
settlements. In its review, Moody's will focus on the effect that
such potentially higher aggregate payments would have on the free
cash flow of the company, and on the extent to which the company
can improve its ability to reduce its financial leverage.

Ratings put under review for possible downgrade:

    a)  Ba1 for senior debt
    b) (P)Ba1 for senior debt shelf registration

    c) (P)Ba3 for subordinated debt shelf registration

Owens-Illinois is the largest manufacturer of glass containers in
North America, South America, Australia, New Zealand, and one of
the largest in Europe. OI is also a worldwide manufacturer of
plastics packaging.

PETS.COM: Pet Retailer Ceases Operations, Sends 255 Workers Home
Jeff Shuttleworth of reports that online pet
retailer has ceased operations and will leave 255 workers jobless.
San Francisco-based shut its doors after failing to
secure a buyer.  65 employees will stay on-board to handle day-to-
day operations. "I am deeply saddened by this event and regret
that we will not be able to continue our commitment to our
customers to provide the very best buying experience on the
Internet," chairman and chief executive officer Julie
Wainwright said. intends to sell its assets, including
inventory, distribution center equipment, URLs, content and its
Sock Puppet brand icon and other intellectual property., which is backed by, has been trying to raise
capital or sell the company since summer. Out of the 50 prospects
contacted, only less than 8 showed signs of interest.  As
previously reported in the Troubled Company Reporter, Amazon has
its own set of financial difficulties to contend with, not the
least of which is a balance sheet with liabilities exceeding

PILLOWTEX: Covenant Waiver Expires & Considers Seeking Bankruptcy
Pillowtex Corporation (NYSE: PTX) announced that the temporary
waiver obtained from its senior lending group for a financial
covenant violation under the Company's senior secured credit
agreements expired on November 7, and that it will not be
extended. Consequently, the Company is now in default under its
senior secured credit facilities aggregating approximately $650

The senior lending group, however, will forbear from exercising
rights and remedies under the senior secured credit agreements and
will continue to make available to the Company the unused credit
capacity under the $350 million revolving credit facility until
December 7, 2000. As of November 7, 2000, the Company had in
excess of $20 million available under its revolving credit

In addition, the senior lending group has informed the Company
that it will issue a Payment Blockage Notice with respect to a
scheduled November 15 interest payment, aggregating approximately
$6.25 million, which will cause the Company to violate the
interest payment terms of its $125 million of 10% Senior
Subordinated Notes due 2006. The Company has a grace period of 30
days, or until December 15, 2000, to cure such violation. The
Company further expects that the senior lenders will also issue a
Payment Blockage Notice with respect to the December 15 scheduled
interest payment aggregating $8.33 million on the $185 million of
9% Senior Subordinated Notes due 2007 as long as the default
continues under the senior secured credit agreements.

Because a default has occurred under the senior secured credit
facilities, certain industrial revenue bonds, aggregating $15.7
million, backed by the Company or its subsidiary, Fieldcrest
Cannon, Inc., and secured by certain land, plant and equipment,
are in default because cross-default provisions have been

The Company is presently considering strategic alternatives to
address its financial problems.  However, no assurance can be
given that the Company will be able to obtain any further relief
from the senior lending group or obtain alternative financing or
that the Company will not be forced to seek protection from its
creditors under the bankruptcy laws.

SIENA HOLDINGS: Sells 5.6 Acre Property, Raising $800,000
On October 30, 2000, as part of its ordinary course of business
the Siena Holdings Inc. completed the sale of approximately 5.6
acres of property zoned commercial located in Allen Texas to 75
Exchange Partners, LP, an unaffiliated partnership. Net cash
proceeds from the sale totaled approximately $1.2 million.
Accordingly, the company expects to report a gain on the sale of
approximately $800,000 in its fiscal quarter ended December 31,
2000. This sale is consistent with the company's core business of
real estate management, sale and development.

SMALLWORLDWIDE PLC: GE Offer Expires with 98% of Shares Tendered
General Electric Company reports that the subsequent offer period
of its tender offer (being made by its wholly owned subsidiary, GE
Power Systems Equities, Inc.) to purchase all of the outstanding
ordinary shares and American depositary shares representing
ordinary shares, of Smallworldwide plc expired at 9:30 a.m., New
York City time and 2:30 p.m., London time, on October 31, 2000.

As of 9:30 a.m., New York City time and 2:30 p.m., London time, on
October 31, 2000, approximately 9,707,518 shares had been tendered
and not withdrawn, which constitutes approximately 98% of the
total number of Smallworld's outstanding shares. Payment for
accepted shares has been, or will be, made promptly. These shares
include 1,827,809 shares acquired by virtue of the cashless
exercise of Smallworld options and subsequent tender of the
ordinary shares subject to such options in accordance with the

ING Barings Limited, which is regulated in the United Kingdom by
The Securities and Futures Authority Limited, indicates it is
acting for GE and GE Power Systems Equities, Inc. and no one else
in connection with the offer and will not be responsible to anyone
other than GE and GE Power Systems Equities, Inc. for providing
the protections afforded to customers of ING Barings Limited or
for giving advice in relation to the offer.

SUNRISE AIRLINES: Arizona Passenger Carrier Files for Chapter 11
Sunrise Airlines, based in Arizona filed for Chapter 11 in
Phoenix, The Salt Lake Tribune reports. All flights were postponed
and closed down its service counters in the town of eastern Utah.
Recently, the airline laid off almost 128 employees and left 25
employees to remain at work in Page office, airline spokesman
Arlin Gibson said. Bob Dalla, chairman of the Grand County Airport
Board said employees were told to close and inventory the offices
and not to answer phone calls. No one from Sunrise Airlines
informed the board or the county on the bankruptcy filing. "To say
we're disappointed would be the understatement of the year," Dalla

Sunrise Airlines was the Essential Air Service contractor and
provided subsidies to airlines. Sunrise offered scheduled services
between rural communities and the closest city with a major

TIC UNITED: Files for Chapter 11 Protection in Dallas
TIC United Corp. -- a self-described leader in trucking, AG & farm
equipment, castings and forgings -- filed for chapter 11
protection Tuesday in the U.S. Bankruptcy Court for the Northern
District of Texas, Dallas Division. The case number is 00-37234,
and Judge Harold C. Abramson will preside over the restructuring
effort. Judith Elkin, Esq., at Haynes and Boone, LLP (214-651-
5000) serves as the company's legal counsel. The company's Web
site at additional information  
about privately-held TIG United's business lines.

TURNER & BOISSEAU: Judge Flanagan To Consider Settlement Proposal
An insurance defense firm, The Kansas City Star reports, proposed
to settle claims against its senior partner.  Turner & Boisseau,
which filed for Chapter 11 in August, seeks the return cash
transferred to Mr. Boisseau a year before the bankruptcy filing.  
According to the bankruptcy law, money transferred to insiders
under 12 months can be redeemed. The firm wants over $ 1.2 million
of cash that Boisseau was given. The proposed settlement states
that Boisseau will give one-third interest worth $350,000. He will
give this to a building in Wichita and provide "detailed financial
information" to the court and creditors supporting the settlement.
Ex-senior partner H. Lee Turner, who left the firm in 1992, plans
to oppose the settlement.

Turner alleges Boisseau for draining the funds "through excessive
withdrawals of various kinds for his personal benefit, to the
detriment of Debtor's creditors, and has engaged in transactions
that have brought Debtor to its present state of bankruptcy." "The
main concept here is to reach a consensual plan between the
creditors committee, the debtor, the Error! Not a valid filename.
Bank of America and the IRS," the defense firm's lawyer, Chris
Redmond of Husch & Eppenberger said.

U.S. Bankruptcy Judge John Flannagan will take up the settlement
proposal and other matters at a Nov. 21 hearing.

URBAN BOX: Investor Group Provides $1.8 Million Funding to DIP
Urban Box Office Network, Inc., which recently filed for Chapter
11, announces that it has secured financing to answer for its
payroll, reports. Having poured already $ 37
million to the internet company, a group of investors has now
added $ 1.8 million to the start-up. The financing comes from
Chase Capital Partners, Flatiron Partners and Quetzel/Chase
Capital Partners, all of New York, and Eco Opportunity of Austin,
Texas. The fund will be used to cover salaries and payroll taxes
incurred prior to the bankruptcy filing. Aside from the payroll,
the company also has other dues like employee expenses and
consultant fees.

WESTMORELAND COAL: Michael Armstrong Joins Board of Directors
Westmoreland Coal Company reports that Michael Armstrong has
joined its Board of Directors. Mr. Armstrong, 49, is a private
investor specializing in value investment situations and owns
11,334 depositary shares, each representing one-quarter of a share
of Westmoreland's Series A Convertible Exchangeable Preferred
Stock. Mr. Armstrong was formerly a licensed stockbroker with
Quinn Southwest (a division of Southwest Securities, Inc.) in
Santa Fe, NM, and has worked in the accounting and tax fields in
Australia and the United Kingdom. He was brought to the attention
of the company as a potential Board candidate by a representative
of Quinn Southwest. Customers of Quinn Southwest hold
approximately 24% of the total outstanding preferred shares in
their accounts.
Mr. Armstrong joined the Board as a preferred stock director.
Under the terms of the Certificate of Designation governing the
Series A Preferred Stock, the holders of such stock are entitled
to elect two members of the company's Board when there are six or
more accumulated but unpaid preferred stock dividends. The holders
of the Series A Preferred Stock have elected directors to
Westmoreland's Board since 1996.

Mr. Armstrong's appointment occurred at the request of Robert E.
Killen and James W. Sight. Messrs. Killen and Sight voluntarily
resigned from their preferred seats on the board in order to
permit the appointment of individuals who have significant
preferred stockholdings as preferred stock directors. At the
request of the company's directors, Messrs. Killen and Sight have
agreed to remain on the Board as directors at large. Messrs.
Killen and Sight were elected to the Board as preferred stock
directors in 1996 with the support of the company's then-largest
preferred stockholder. They were reelected in June 2000 at the
company's annual meeting with the favorable votes of the holders
of approximately 75% of the preferred shares voting at the
meeting. Following the annual meeting, a consent solicitation was
initiated by a dissident group, the Committee to Enhance Share
Value, to remove Messrs. Killen and Sight from their preferred
seats on the Board. On October 26, the independent inspector of
elections reported that the Committee had obtained an insufficient
number of valid consents during the statutory period of
solicitation to remove Messrs. Killen and Sight from the Board.

In announcing Mr. Armstrong's appointment, and, according to the
company, consistent with the company's repeated efforts to reach a
compromise with the Committee, Westmoreland renewed its invitation
to Mr. Guy Dove to join the company's Board as the second
preferred stock director. Mr. Dove is one of the three members of
the Committee.

Christopher K. Seglem, Westmoreland's Chairman, President and CEO
said, "The company continues to seek a compromise in the hope that
it can put this issue behind us and turn full attention to
implementing our exciting strategic business plan which we believe
will benefit all shareholders."

In addition, the company has requested that preferred stockholders
call to its attention potential candidates to fill the vacant
preferred stock directorship. The company intends to consider
these candidates if Mr. Dove fails to accept the company's offer
promptly. Potential candidates should own significant shares of
preferred stock and meet the criteria for service on the Board of
a public company.

Messrs. Killen and Sight noted, "We deeply appreciate the support
we have received from stockholders over the past several years.
And we remain committed to addressing the interests of both
preferred and common stockholders by helping Westmoreland achieve
long-term, sustainable profitability through continued
implementation of its exciting growth plan. We understand that
many preferred stockholders would prefer to be represented by
individuals who own more preferred shares than we do, and we
believe the board realignment announced helps makes that

Mr. Seglem added, "We applaud Messrs. Killen and Sight for their
sensitivity to preferred stockholders' wishes and thank them for
their outstanding service on our Board over the past years. Their
commitment to all stockholders, including preferred stockholders,
is unquestionable, and their knowledge of the company and its
strategies is irreplaceable. We deeply appreciate their
willingness to remain on the Board."

Westmoreland Coal Company, headquartered in Colorado Springs, is
the oldest independent coal company in the United States. It is
implementing a strategic plan for expansion and growth through the
acquisition and development of opportunities in the changing
energy marketplace. With over $200 million in available tax loss
carryforwards (NOLs), the company hopes to enjoy near pre-tax
levels of cash from profitable operation. In the last several
weeks Westmoreland has made several announcements relative to its
progress in this regard. On September 15, the company announced an
agreement to acquire Montana Power's coal business for $138
million, and on September 28, the company announced an agreement
to acquire the coal operations of Knife River Corporation for
$28.8 million. The company's existing operations include Powder
River Basin coal mining through its 80%-owned subsidiary
Westmoreland Resources, Inc. and
independent power production through its wholly owned subsidiary
Westmoreland Energy, Inc. The company also holds a 20% interest in
Dominion Terminal Associates, a coal shipping and terminal
facility in Newport News, Virginia.

WHEELING-PITTSBURGH: Moody's Lowers Senior Note Rating to Caa3
Moody's Investors Service lowered its ratings for Wheeling-
Pittsburgh Corporation (WPC) and confirmed its ratings for WHX
Corporation.  These actions concluded Moody's review of the two
companies, which was initiated on September 18, 2000, following
WHX's announcement of a consent solicitation for its 10.5% senior
notes due 2005. The consent solicitation was undertaken by WHX to
give it greater flexibility to respond to deterioration at the
steel company, Wheeling-Pittsburgh, in order to preserve the
creditworthiness and value of WHX. The consent solicitation was
approved on October 4.

Moody's downgraded its ratings for Wheeling-Pittsburgh, lowering
to Caa3 from B3 its ratings for WPC's $275 million of 9.25%
guaranteed senior notes due 2007, and $75 million guaranteed
senior term loan due 2006. The rating for Wheeling-Pittsburgh
Steel Corporation's (WPSC) $150 million guaranteed senior secured
revolving credit facility due 2003 was lowered to B3 from B1.
Moody's confirmed WHX Corporation's B3 senior implied rating, its
Caa1 senior unsecured issuer rating, the Caa1 rating for WHX's
$282 million of 10.5% senior notes due 2005, and the "caa" ratings
for WHX's 6.5% and 7.5% convertible preferred stock.

The rating outlook for all ratings is negative.

Moody's ratings reflect the divergent paths the parent company and
steel company may take following the completion of the consent
solicitation, which modified restrictive covenants and other
provisions in the WHX indenture and served to distance parent
company WHX from adverse credit developments at the steel company.
The downgrades of WPC and WPSC recognize the increased likelihood
of a bankruptcy filing at the steel company. However, Moody's does
not believe a bankruptcy filing of WPC will trigger a default or
filing at WHX, and therefore the parent company ratings were

A WPC bankruptcy is suggested as a likely outcome, not only
because of weak steel fundamentals, operating losses at WPC, and
pending covenant violations under WPSC's revolving credit
facility, but also because a filing would eliminate another
significant link between the steel company and WHX, that being the
keepwell agreement found in the WPSC credit facility that
obligates WHX to provide open-ended financial support to WPSC.
Furthermore, a filing and subsequent restructuring of the steel
company's debt could facilitate the sale of WPC.

Moody's believes that substantially all the value of WPC is
represented by debt. We expect that a plan of reorganization
involving conversion of creditor claims into equity is likely to
result in unsecured creditors owning much of WPC. The Caa3 ratings
for the WPC guaranteed senior notes and guaranteed term loan
suggest a significant but not total impairment of the noteholders'
claims. Moody's B3 rating for the WPSC revolving credit facility
reflects the value of the inventory securing the facility
(finished and semi-finished inventory alone is approximately 1.5x
credit facility borrowings), and Moody's belief that very little
additional drawings will be possible under the facility.

Moody's ratings for WHX look solely to the cash flow and assets of
WHX's other businesses, predominantly Handy & Harman and Unimast.
Based on moderately stressed financial projections for these
businesses, Moody's anticipates consolidated EBITDA to interest to
be around 1.6, EBITDA less capex to interest to be around 1.2, and
debt ($525 million excluding margin debt) to EBITDA to be over 6.
These ratios could be solidified if WHX's investment portfolio
were to generate positive returns. In addition to annual interest
payments of $50 million, WHX also pays preferred stock dividends
of $20.6 million per year.

Handy & Harman and Unimast have modest amounts of liquidity
available under their secured revolving credit facilities,
approximately $40 million and $20 million, respectively, as of
June 30, 2000. In addition, WHX has the liquidity afforded by its
approximately $100 million investment portfolio, most of which is
U.S. Treasury securities, and approximately $100 million in
precious metals inventory that could be sold and leased back.

WHX Corporation is a New York-based holding company whose primary
subsidiaries include Wheeling-Pittsburgh Corporation, a vertically
integrated manufacturer of value-added flat rolled steel products,
and Handy & Harman, a diversified industrial manufacturing company
that makes a wide variety of specialty precious and non-precious
metal products.

* BOOK REVIEW: Full Faith and Credit
Author: L. William Seidman
Publisher: Beard Books
Softcover: 300 Pages
List Price: #34.95
Order a copy today from at

Review by Susan Pannell

"My friends, there is good news and bad news.  The good news is
that the full faith and credit of the FDIC and the U.S. government
stands behind your money at the bank.  But the bad news is that
you, my fellow taxpayers, stand behind the U.S. government."  Take
it from L. William Seidman, former chairman of the FDIC under
Reagan and Bush, in his irreverent Washington memoir.  Chosen by
Congress to lead the S&I, cleanup, the author describes how the
debacle was created and nurtured, and the lawsuits against Charles
Kcating, Michael Milken, and Neil Bush that it spawned.

The story begins in the summer of one of the country's ten largest
accounting firms, which bore his family's name, was tapped by
Nixon to be undersecretary of HUD, Seidman had scarcely unpacked
his bags when "the summer of 1973" took on new meaning in
Washington and across the country.  Confirmation of any of the
precarious president's nominations looked dubious in the extreme,
and Seidman prepared to pack up again.  Then came a call from the
office of newly appointed Vice President Ford.  Spiro Agnew,
hastily departing, had left the office in a shambles.  (Not least
to be disposed of were large cases of Scotch whiskey, presented to
Agnew by supplicants.)  Would Seidman lend his managerial
expertise for a few weeks to help a fellow Grand Rapidan get

One thing led to another in the usual Potomac way, and when Ford
advanced to the presidency, Seidman was made his assistant for
economic affairs.  That job, too, was relatively short-lived, but
a decade later he returned to Washington to head the FDIC under
Reagan.  What the author found was plenty disturbing.  The over-
optimism of the 1970s and 1980s in particular, he believes, a
speculative binge of real estate investing--followed by recession,
was resulting in numerous bank failures, more than 1,000 between
1986 and 1991.  Worse, disaster loomed in the sister agency that
insured savings and loan institutions: a majority of the nation's
although a small-government advocate, blames a combination of
deregulation and cutbacks in the oversight agencies.  One of his
many battles, for example, was with OMB, which sought to cut the
FDIC's bank supervision staff just as it had tried to reduce the
number of S&L examiners.  But he finds a silver lining in the near
catastrophe: proof of resilience.  The diversity of the U.S.
financial system is also its strength.

Siedman's memoir is as much about life inside the Beltway as it is
about financial crises, making this book, first published in 1990,
no less entertaining today.  Included are lively anecdotes of
confrontations with heavy-weight White House chief of staff John
Sununu, an interview with a wild-eyed Wyoming purchaser of FDIC
property from a liquidated bank who arrived in Seidman's office
armed with a gun to register his displeasure with the purchase (a
valid objection, the author discovered), and ambush by Secret
Service agents who converged on Seidman as he opened his window
and leaned out to watch the president's helicopter take off.

L. William Seidman has been a chief commentator on CNBC since
Novermber 1991, and is publisher of Bank Director magazine.  He is
also on the speaking circuit, and is a consultant to the Nippon
Credit Bank, Morgan Stanley Dean Witter, Ernst & Young, and
Freddie Mac, among others.


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 -- 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

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

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

This material is copyrighted and any commercial use, resale or
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