TCR_Public/001113.MBX         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, November 13, 2000, Vol. 4, No. 222

                           Headlines

AMERICAN BANKNOTE: Court Confirms Third Reorganization Plan
AMES DEPARTMENT: Closing 32 Stores and Announces 2,000 Layoffs
CALYPTE BIOMEDICAL: Violates Financial Covenants Under Bank Loan
DYNEX CAPITAL: Moody's Reviewing Caa1-Rated Senior Unsecured Debt
FINOVA GROUP: Board Votes To Suspend Quarterly Stock Dividend

FIRSTPLUS FINANCIAL: Board Engages Independent Financial Advisors
GREAT TRAIN: Company Says Shareholders Won't See a Recovery
GULF STATES: Asks Alabama Court to Convert Case to Chapter 7
HARNISCHFEGER INDUSTRIES: Settles $16MM Contract Dispute With BE&K
HEALTH NEW: S&P Affirms Insurer's CCCpi Financial Strength Rating

HEALTHSOURCE MAINE: S&P Rates Insurer's Financial Strength at Bpi
HERCULES INC: Moody's Assigns Ba2 Rating to Senior Unsecured Notes
KASPER A.S.L.: Event of Default Occurs Under 12.75% Senior Notes
KMART CORP: Reports $67 Million Third Quarter Loss
LOEWEN GROUP: Selling 38 Oklahoma Funeral Homes & Cemeteries

MARKAIR, INC.: Look for Jan. Distribution on Administrative Claims
MEDICAL RESOURCES: Hires Arthur Andersen to Replace Ernst & Young
MEDITRUST COMPANIES: Asset Sale & La Quinta Operations Lowers FFO
MESA AIR: Exploring Business Combination with Mesaba Holdings
MICROAGE, INC: Withdraws Motion to Sell MicroAge Teleservices

OPHIDIAN: Promega Buys Assets & Board To Authorize Dissolution
ORBITAL SCIENCES: Third Quarter Results Show $44.7 Million Loss
OWENS CORNING: Employs Robert L. Berger As Claims Agent
OXFORD HEALTH: S&P Assigns Insurer Bpi Financial Strength Rating
PACIFICARE HEALTH: High Medical Costs Put Strain on Earnings

PETMED EXPRESS: Financial Situation Deteriorating Rapidly
PHILIP SERVICES: Second Circuit Reinstates Shareholder Lawsuit
PICUS, INC: Phone Service Provider in Virginia Files Chapter 11
PICUS COMMUNICATIONS: Case Summary & 20 Largest Unsecured Creditor
PRIME SUCCESSION: Delaware Court Confirms Reorganization Plan

PUBLIC SERVICE: Fitch Places Securities Ratings on Watch Negative
PUBLIC SERVICE: Moody's Places Securities Ratings Under Review
RRRP ILLINOIS: Case Summary and 20 Largest Unsecured Creditors
SANTA FE GAMING: Paul W. Lowden Discloses 70.8% Equity Stake
SUPERIOR TELECOM: Moody's Chops Ratings & Says Outlook is Negative

T & W FINANCIAL: Files for Chapter 11 Protection in Seattle
TUFTS ASSOCIATED: S&P Lowers Financial Strength Rating to CCCpi
WARM SPRINGS: Case Summary and 20 Largest Unsecured Creditors
XATA CORPORATION: Shareholders to Convene Special Meeting Nov. 30

* Bond pricing for the week of November 13, 2000

                           *********

AMERICAN BANKNOTE: Court Confirms Third Reorganization Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court confirmed American Banknote Corp.'s
Third Amended Plan of Reorganization.  The Plan provides for,
among other things, holders of the Company's 11.25% senior
subordinated notes to receive about 90% of the equity in the
reorganized Company.  The Company has been operating under Chapter
11 protection since December 8, 1999.  (New Generation Research,
Inc., 09-Nov-00)


AMES DEPARTMENT: Closing 32 Stores and Announces 2,000 Layoffs
--------------------------------------------------------------
Ames Department Stores Inc., a Rocky Hill, Ct.-based chain of 480
discount stores, will shutter thirty-two stores and lay off about
2,000 employees.  The closures will result in extra charges of
$140 million and a loss for the year.  The locations being closed
were acquired two years ago when Ames bought the Hills Department
Stores Inc. chain of 155 stores.  Ames also reported a third
quarter loss of $37.2 million.  Overall sales increased 4%--to
$920 million, but same-store sales for the quarter declined 2.6%.  
(New Generation Research, Inc., 09-Nov-00)


CALYPTE BIOMEDICAL: Violates Financial Covenants Under Bank Loan
----------------------------------------------------------------
Calypte Biomedical Corporation is a health care company focused on
the development and commercialization of urine-based diagnostic
products and services for HIV, STD's and other chronic illnesses.

At December 31, 1999, the Company was a party to a loan agreement
with a bank under which $844,000 was outstanding at an interest
rate of prime plus 1-1/4%. The Company's assets secure borrowings
under the loan. The agreement called for the loan to be repaid in
twelve equal monthly installments of principal, plus accrued
interest, beginning in August 1999. In January 2000, the loan was
modified to extend the repayment term through August 2001. In May
2000, the loan was again modified to increase the outstanding
principal balance by $250,000. At September 30, 2000, the Company
had $648,000 outstanding under this facility and the prime rate
was 9.5%.

The loan agreement requires the Company to maintain certain
financial conditions and comply with certain reporting and other
requirements. At times during the first nine months of 2000,
including at September 30, 2000, the Company was not in compliance
with certain of the financial covenants of the agreement. In the
event of such non-compliance, the agreement requires the Company
to pledge cash to the bank in an amount equal to 105% of the
outstanding loan balance. Upon the pledge of such cash, the
Company is deemed to have cured any default arising from any non-
compliance with the financial covenants of the agreement. As of
September 30, 2000, $672,000 of cash was pledged to the bank to
cure the Company's non-compliance with the loan covenants.


DYNEX CAPITAL: Moody's Reviewing Caa1-Rated Senior Unsecured Debt
-----------------------------------------------------------------
Moody's Investors Service has placed Dynex Capital Inc.'s Caa1
senior unsecured debt rating and its "ca" cumulative preferred
stock rating, under review, direction uncertain.  At the same
time, the rating agency placed the REIT's debt and preferred stock
shelf ratings under review, direction uncertain. These rating
actions were taken in response to Dynex's announcement that it has
reached a definitive agreement with California Investment Fund,
LLC (CIF), an affiliate of First Commercial Corporation, a private
real estate finance company, whereby CIF will purchase 100% of
Dynex's equity for $90 million.

In its review, Moody's will assess the impact of the financing
structure on Dynex's credit profile, and consider whether the
potential restructuring and expected synergies from the
transaction could result in improving future financial measures of
the overall business. Moody's will also focus on the level of
benefits that can be achieved from combining the two businesses,
in addition to management's ability to successfully integrate the
two companies.

The following ratings were placed under review, direction
uncertain:

   * Dynex Capital, Inc.  

      a) senior unsecured debt at Caa1;

      b) cumulative preferred stock at "ca";

      c) subordinate unsecured debt shelf at (P)Caa3;

      d) non-cumulative preferred stock shelf at (P)"ca".

Dynex Capital, Inc. (NYSE: DX), headquartered in Glen Allen,
Virginia, USA, is a real estate investment trust involved in asset
finance. Dynex Capital, Inc. reported assets of approximately $3.6
billion (book value), and total equity of approximately $177
million (book value), at June 30, 2000.


FINOVA GROUP: Board Votes To Suspend Quarterly Stock Dividend
-------------------------------------------------------------
The board of directors of The FINOVA Group Inc. (NYSE: FNV) voted
to suspend the company's quarterly common stock dividend.  FINOVA
had paid a dividend of $.18 per share in the previous quarter.

FINOVA Chairman John Teets stated, "FINOVA has begun to implement
a new strategic direction that will focus on core specialty niche
businesses. Suspending the quarterly dividend is one element of
our multi-pronged approach to improve liquidity and strengthen the
company as we move forward.  Other elements include potential
divestiture of certain business units and reduction of operating
expenses."

The FINOVA Group Inc., through its principal operating subsidiary,
FINOVA Capital Corporation, is one of the nation's leading
financial services companies focused on providing a broad range of
capital solutions primarily to midsize business.  FINOVA is
headquartered in Scottsdale, Ariz. with business development
offices throughout the U.S. and in London, U.K., and Toronto,
Canada.  For more information, visit the company's website at
http://www.finova.com.


FIRSTPLUS FINANCIAL: Board Engages Independent Financial Advisors
-----------------------------------------------------------------
FIRSTPLUS Financial Group, Inc. (OTC Pink Sheets: FPFX) announced
that a special committee of its Board of Directors has been
authorized to engage independent investment bankers in connection
with its negotiations to acquire Nineteenth Investment Corporation
in a tax free stock-for-stock transaction. The bankers will assist
in the structuring of a transaction that is fair to the existing
shareholders of the Company, and will render a fairness opinion.

In response to fairness concerns, the structure of the proposed
acquisition currently contemplates that any shares of Common Stock
issued in the transaction would be of a new class or series that
would not have ownership of or access to FIRSTPLUS' Interest Only
Strips, which represent FIRSTPLUS' only significant asset.

Consequently, the Interest Only Strips will be preserved for
existing shareholders, subject to the prior rights of creditors
(as previously disclosed). This structure, of course, is subject
to any necessary approvals of shareholders.

In addition, FIRSTPLUS announced that it has engaged the
independent accounting firm of Hein & Associates LLP, to be the
company's outside auditors.

The parties to the proposed transaction do not intend to formalize
any understanding regarding the acquisition until the various
issues surrounding FIRSTPLUS are resolved to the satisfaction of
the parties. However, any definitive agreement will be subject to
various and customary conditions to closing. Nineteenth is
primarily a private, real estate acquisition and finance company,
which is affiliated with Daniel T. Phillips, the Chairman and CEO
of FIRSTPLUS. It is contemplated that the value of the acquisition
will be based upon the relative value of FIRSTPLUS and Nineteenth.
The issuance of FIRSTPLUS shares in the transaction will provide
Nineteenth's shareholders with effective control of FIRSTPLUS,
which represents substantial dilution to existing shareholders.
However, as stated above, Nineteenth's shareholders will have no
ownership of or access to FIRSTPLUS' Interest Only Strips, which
represent FIRSTPLUS' only significant asset.

As previously disclosed, it is unlikely that FIRSTPLUS will
reconstitute any of its previous business plans, such as
originating HLTV mortgage loans, or investing in mortgage loan
portfolios and Interest Only Strips. Additionally, if the
transaction is not consummated, there are no plans to re-list the
company's common stock with any major stock exchange. Without
considering the Interest Only Strips, there is little to negative
value in the FIRSTPLUS corporate entity following the bankruptcy
settlement. Consequently, FIRSTPLUS believes that the proposed
transaction with Nineteenth represents the only potential
opportunity for the company to resume business as an operating
entity; and, because of Nineteenth's affiliation with Mr.
Phillips, the company believes that Nineteenth is the only entity
that would be willing to take the stock of FIRSTPLUS as
consideration in an acquisition. If there is a significant adverse
market reaction to the proposed acquisition in its current form,
then the parties may determine not to move forward.

Presently, FIRSTPLUS has no operating business and is still
confronted with significant issues regarding its viability. These
issues include, but are not limited to, liquidity issues, the
pending shareholder class action and other litigation, audit and
SEC regulatory compliance issues, and the negotiation of
liabilities and encumbrances, including the defaulted obligations
to its convertible bondholders. As previously disclosed,
FIRSTPLUS' main operating subsidiary, FIRSTPLUS Financial, Inc.
(FPFI), filed for reorganization under Chapter 11 of the United
States Bankruptcy Code on March 5, 1999. On May 10, 2000, the
bankruptcy plan (the Plan) for FPFI closed. The Plan, as approved,
was initially filed on July 2, 1999 with the United States
Bankruptcy Court, Northern District of Texas, Dallas Division. As
specified in the Plan, FIRSTPLUS is required to dispose of a
substantial portion of its assets and provide the proceeds to the
FPFI bankruptcy estate (Bankruptcy Estate) as part of its
settlement with the Bankruptcy Estate.

As a result of the Plan settlement, FIRSTPLUS' only significant
asset is its investments in Interest Only Strips, through its
ownership of FPFI. The investments in Interest Only Strips are
illiquid (and encumbered) and may not produce cash flow to FPFI
for many years, if ever. In any event, the first cash flows from
the Interest Only Strips are committed to funding a portion of the
monies owed to Plan creditors. Contrary to public speculation, the
company has not received any cash flows from the Interest Only
Strips.


GREAT TRAIN: Company Says Shareholders Won't See a Recovery
-----------------------------------------------------------
On May 18, 2000, the United States Bankruptcy Court entered an
order authorizing, among other things, that The Great Train Store
discontinue operations at and liquidate the inventory located at
the going-out-of-business stores, and enter into an agency
agreement for such liquidation.

On June 23, 2000, the United States Bankruptcy Court entered an
order approving the auction procedure for the sale of the
company's leases and approving the rejection procedure for
termination of the leases not auctioned.

On July 17, 2000, the company completed the liquidation of its
inventory located at its store locations and on August 15, 2000,
it closed its offices. In addition, the lease auction process has
been completed.

"To date, based on the preliminary results of the liquidation, the
company does not expect that the stockholders of the company will
receive a distribution as a result of the liquidation," the
Company makes clear in a regulatory filing with the Securities and
Exchange Commission.


GULF STATES: Asks Alabama Court to Convert Case to Chapter 7
------------------------------------------------------------
After operating for more than a year under Chapter 11 protection,
Gulf States Steel of Alabama Inc. today will ask the court
overseeing its bankruptcy reorganization to convert the case to a
chapter 7 liquidation. "At this time the debtor has no employees,"
Gulf States tells the U.S. Bankruptcy Court in Anniston, Ala., in
a recent court filing. "The debtor is currently without electric
power and natural gas and will likely soon be without water." Gulf
States adds that it has no assets with which to raise funds, and
it hasn't been successful raising funds from its debtor-in-
possession lenders. In August, the Gadsden, Ala.-based steelmaker
shut down its operations after determining that the business is
"no longer economically viable." Gulf States filed a notice of
structured closure of facilities on Aug. 2 with the court.  (ABI
09-Nov-00)


HARNISCHFEGER INDUSTRIES: Settles $16MM Contract Dispute With BE&K
------------------------------------------------------------------
BE&K Engineering Company, Inc. hired Beloit to be a subcontractor
on the Premier Boxboard project located in Indiana. The aggregate
total contract value was $16,081,148. The Project is near
completion, with the subject machine installed and started up.
Only certain post petition obligations, such as warranty and
performance testing remain.

However, there has been some dispute over mutual backcharges,
delay costs and liquidated damages for late equipment delivery.

The parties have now reached Settlement Agreement for disputes
related to work performed and materials furnished on the Project
through August 25, 2000.

Under the Agreement, Beloit will receive net amount of $1,119,978.
The Agreement expressly provides that the payment will be made
upon BE&K's receipt of a mutually acceptable waiver of liens and a
letter of credit issued by Beloit, according to a standard term of
BE&K contracts.

Upon approval of the Bankruptcy Court of the settlement and
Beloit's receipt of the $1,119,978.30, BE&K and Beloit will
mutually release claims that accrued on or before August 25, 2000,
including BE&K's filed proof of claim against Beloit.

However, the release will not apply to claims for (1) breach of
the Beloit warranty that accrue after August 25,2000 that are
brought by BE&K or Premier Boxboard; (2) contribution or indemnity
arising out of personal injury or wrongful death; or (3) any
currently known warranty items that are identified on the punch
list of September 21, 2000, on which work has yet to be performed.

Beloit has determined that entering into the Settlement Agreement
is in the best interests of its estates and creditors, that the
Settlement Agreement is fair and it eliminates the risks and costs
associated with pursuing collection of the money BE&K owes Beloit.

Beloit tells the court that the Settlement Agreement is a standard
close-out letter that would occur in the ordinary course of
business, and therefore is authorized under 11 U.S.C. Sec. 363
without court approval. Beloit tells the court that they have out
of an abundance of caution, they have chosen to file the motion
pursuant to Fed. R. Bankr. P. 9019. (Harnischfeger Bankruptcy
News, Issue No. 30; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


HEALTH NEW: S&P Affirms Insurer's CCCpi Financial Strength Rating
-----------------------------------------------------------------
Standard & Poor's has affirmed its triple-'Cpi' financial strength
rating on Health New England Inc. (HNE).

The rating reflects the HMO's very weak risk-based capitalization,
very weak earnings profile, weak liquidity, limited financial
flexibility, and single-state concentration.

Headquartered in Springfield, Mass., HNE is licensed and operates
in Massachusetts. It was formed by initial capital contributions
from three Massachusetts hospitals and their affiliated private
care physicians and was incorporated in 1985.

HNE was owned by Baystate Health Systems Inc.(Baystate) (47.8%),
Harvard Pilgrim Health Care Inc. (HPHC) (47.8%), and by individual
physicians (4.4%), but Baystate bought back its shares in HNE to
become the primary owner, effective October 2000.

   -- HNE's risk-based capitalization is considered very weak, as
      reflected by a Standard & Poor's capital adequacy ratio of
      23% at year-end 1999.

   -- HNE's operating performance has been weak for the fifth
      consecutive year, with underwriting losses of $1.7 million
      and $5.1 million in 1999 and 1998, respectively.

   -- Liquidity is weak, as measured by a Standard & Poor's
      liquidity ratio of 88.2%.


HEALTHSOURCE MAINE: S&P Rates Insurer's Financial Strength at Bpi
-----------------------------------------------------------------
Standard & Poor's has assigned its single-'Bpi' financial strength
rating to HealthSource Maine Inc.

The rating reflects the HMO's weak risk-based capitalization, very
weak earnings performance, and limited business profile given its
single-state concentration, mitigated somewhat by its strong
liquidity. The company, incorporated in 1987, is licensed and
operates in Maine.

The company is a wholly owned subsidiary of Healthsource Inc.,
which is a wholly owned subsidiary of CIGNA Health Corp., itself
an indirect wholly owned subsidiary of CIGNA Corp. (issuer credit
rating single-'A').

Major Rating Factors:

   -- The company's risk-based capitalization is weak, as
      reflected by a Standard & Poor's capital adequacy ratio of
      33.5% at year-end 1999.

   -- The company's operating performance has been weak for the
      past three consecutive years, with underwriting losses of
      $3.3 million in 1999, $8.2 million in 1998, and $3.3 million
      in 1997.

   -- Liquidity is strong, with a Standard & Poor's liquidity
      ratio of 142.5% at year-end 1999.


HERCULES INC: Moody's Assigns Ba2 Rating to Senior Unsecured Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the new senior
unsecured notes of Hercules Incorporated, and assigned a Ba1
rating to a new tranche of the existing credit facility. Moody's
also confirmed the Ba1 senior secured debt and bank credit
facility ratings, the Ba3 subordinated debt ratings, and the"ba3"
preferred stock ratings. The senior unsecured issuer rating and
the senior unsecured shelf rating were downgraded to Ba2 and
(P)Ba2, respectively, reflecting the effect of the collateral
interests accorded the senior secured debt instruments.

Ratings issued:

   a) Hercules Incorporated - senior unsecured notes ($375 million
                              due 2007) rated Ba2; Term Loan D
                              (new tranche amended to existing
                              credit facility) rated Ba1

Ratings confirmed:

   b) Hercules Incorporated - senior secured debt (previously
                              senior unsecured debt due 2003,
                              2027) at Ba1, senior credit
                              facilities (term loans and
                              revolver) at Ba1; junior          
                              subordinated debentures at Ba3

   c) Hercules Trust I - preferred stock at "ba3"

   d) Hercules Trust II - preferred stock at "ba3"

   e) Hercules Trust VI - preferred stock at "ba3"

   f) Hercules Trust III - preferred stock at (P)"ba3"

   g) Hercules Trust IV - preferred stock at (P)"ba3"

Ratings Downgraded:

   a) Hercules Incorporated - senior unsecured issuer rating to
                              Ba2 from Ba1; senior unsecured shelf
                              to (P)Ba2 from (P)Ba1 Hercules is
                              proceeding with a refinancing and
                              partial restructuring of its debt,
                              to provide it with improved
                              financial flexibility as it pursues
                              various strategic alternatives.

The plan involves issuing $750 million in new debt: a $375 million
addition to its existing credit facility (Term Loan D), and $375
million in new Senior Unsecured Notes. The funds will be primarily
used to retire existing debt.

As part of its financial restructuring, the existing bank and ESOP
lenders will be granted security interests in substantially all of
Hercules' assets, including 100% of the stock its domestic
subsidiaries, 65% of the stock its international subsidiaries, its
inventories, its accounts receivable, and certain other assets.
The existing notes will have a slightly inferior collateral
interest, which excludes the working capital items, investment
property and general intangibles. No collateral has been assigned
to the new senior unsecured notes. Moody's Ba2 rating of the new
notes reflect their subordinated position to approximately $1.6
billion of senior secured debt and their enhanced position
relative to approximately $700 million of subordinated debentures
and preferred stock.

Hercules' Ba2 senior unsecured debt ratings are supported by the
company's leading positions in paper and water treatment chemicals
and specialty resins, which until recently have generated among
the highest margins in the specialty chemicals industry. In 1999
and 2000, operating performance has been adversely impacted by
aggressive price competition in water treatment chemicals and
related services, customer consolidation in the paper industry and
a weak Euro. While we do not expect operating performance to
deteriorate further, continuing weakness in the Euro and
consolidation in the paper industry will limit improvement in the
financial profile over the near-term.

Hercules' balance sheet remains stressed due to debt incurred in
the acquisition of BetzDearborn in 1998 and operating performance
that has remained well below previously anticipated levels. While
the company has been able to generate over $165 million of
synergies from the acquisition, these savings have failed to
offset declines in operating profits due to the adverse business
environment. Furthermore, the divestiture of businesses, announced
earlier this year, has taken longer than initially anticipated.

While we consider the rating outlook for Hercules to be stable,
event risk remains high. In addition to the ongoing financial
restructuring and pending asset sales, International Specialty
Products (ISP) recently initiated a contingent tender offer for
about 23% of the shares of Hercules. If completed, ISP would hold
about 33% of its stock. Hercules' management is actively
considering various strategic alternatives, which include the
outright sale or merger of the company. The ratings impact of the
various strategic alternatives remains uncertain, and include
scenarios where the credit quality could improve.

We believe that the quality of Hercules' businesses will make them
attractive to several of the larger companies in the specialty
chemicals industry. The potential sale of Hercules may not
necessarily exert negative pressure on the ratings due to the
number of higher rated chemical companies that would be interested
in acquiring the company, or one of its business units. However,
other strategic actions taken by Hercules' could prevent its
credit rating from improving in the near term. These actions
include acquisitions, share repurchases, and any defensive actions
that prevent the sale of the company.

Hercules Inc., headquartered in Wilmington, Delaware, is a
manufacturer of specialty chemicals for a variety of markets
worldwide. The company reported sales of $3.2 billion in the year
ending December 31, 1999.


KASPER A.S.L.: Event of Default Occurs Under 12.75% Senior Notes
----------------------------------------------------------------
The Bank of New York, serving as the indenture trustee for the
holders of the 12.75% Senior Notes due March 31, 2004, issued by
Kasper A.S.L., Ltd. (formerly known as Sassco Fashions Ltd.),
advised noteholders in a letter dated November 7, 2000, that an
Event of Default occurred under the Indenture when Kasper failed
to make its semi-annual interest payment due on October 2, 2000.
BNY understands that an ad hoc group of institutional bondholders
are in contact with Kasper and discussions about a restructuring
of the debt are underway. For additional information, contact
BNY's Bondholder Relations department at 1-800-548-5075.


KMART CORP: Reports $67 Million Third Quarter Loss
--------------------------------------------------
Kmart Corporation (NYSE: KM) reported a net loss of $67 million,
or ($0.14) basic loss per share, for the 13 weeks ended October
25, 2000, compared with net income of $27 million, or $0.05 basic
earnings per share for the 13 weeks ended October 27, 1999.

"Our overall performance fell short in the third quarter primarily
due to soft sales as our liquidation of inventory cannibalized our
regular sales. It is clear, however, that we are building momentum
as our total units increased 2.7%, even though the average retail
selling price declined 1.2%," said Chuck Conaway, Chairman and
CEO. "We are committed to dramatically improving our working
capital productivity to achieve our world-class execution
strategic imperative."

Net sales in the third quarter of 2000 were $8.199 billion, an
increase of 3.0% from $7.962 billion for the third quarter of
1999. Same-store sales for the quarter increased 1.4%. The gross
margin rate for the quarter was 20.5% of sales as compared with
21.5% last year. Selling, general and administrative (SG&A)
expenses for the quarter were $1.697 billion compared with $1.579
billion for 1999, resulting in a SG&A to sales ratio of 20.7% for
2000 versus 19.8% for 1999.

Under FAS 128, preferred securities are not included in the
calculation of diluted earnings per share for the third quarter of
either 2000 or 1999 due to their anti-dilutive effect. However,
consistent with disclosure required by the Securities and Exchange
Commission, if such securities were included in the calculation,
diluted earnings (loss) per share would have been ($0.10) and
$0.07 for the third quarters of 2000 and 1999, respectively.
During the third quarter of 2000, Kmart acquired 115 thousand
shares of convertible preferred stock through open market
purchases totaling $3.6 million.


LOEWEN GROUP: Selling 38 Oklahoma Funeral Homes & Cemeteries
------------------------------------------------------------
Pursuant to The Loewen Group, Inc.'s on-going Disposition Program,
Loewen (Oklahoma), Inc. and 32 other debtors, seek the Court's
authority to sell 38 funeral homes and 11 cemetery businesses and
related assets in Oklahoma and to assume, assign or reject related
unexpired leases and contracts such as trust management
agreements, equipment, supplies and service contracts.

The Debtors have entered into a Purchase Agreement with the
Initial Bidder, Charter Funerals, Inc. for the Sale Locations,
including substantially all personal property located there and
used in connection with the businesses for a Purchase Price of
$6,850,000 subject to higher and better offers. 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.

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

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

Accordingly, by this Motion, the Selling Debtors seek authority
to: (a) sell the Sale Locations to the Purchaser on the terms set
forth in the Purchase Agreement, free and clear of all liens,
claims, encumbrances and other interests, pursuant to sections
363(b) and 363(f) of the Bankruptcy Code; (b) pursuant to sections
363 and 365 of the Bankruptcy Code, assume and assign certain
agreemenst such as lease and subleases, etc. relating to the Sale
Locations.

The Initial Bidder paid to the Selling Debtors a Deposit of
$342,500 upon the execution of the Purchase Agreement and agrees
to pay the remainder of the Purchase Price at the closing. The
Initial Bidder agrees to assume all of the Selling Debtors' rights
and obligations under the Assignment Agreements and will not
assume the Selling Debtors' rights and obligations under the
Rejection Agreements.

The Initial Bidder is granted a call option, and the Selling
Debtors are granted a put option, under certain terms and
conditions to cause the transfer of the assets of seven funeral
home locations and one cemetery location included in the Sale
Locations. The call and put options may be exercised in each
instance for a price of $300,000 in addition to the Purchase
Price.

The Initial Bidder is entitled to Breakup Fees in the amount of
$137,000 and Expenses in the amount of $137,000 if the Selling
Debtors fail to consummate the transaction for a higher or better
offer or materially breach their obligations under the Purchase
Agreement but the Initial Bidder does not breach the obligations.
(Loewen Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


MARKAIR, INC.: Look for Jan. Distribution on Administrative Claims
------------------------------------------------------------------
William M. Barstow, III, served notice of his intent to pay
allowed chapter 11 administrative claims owed to creditors of
MarAir, Inc., which is liquidating under chapter 7 of the U.S.
Bankruptcy Code under the supervision of the U.S. Bankruptcy Court
for the District of Alaska. Allowed Administrative Chapter 11
Claims are those claims which relate to debts incurred by MarkAir,
Inc., after its chapter 11 petition was filed on April 14, 1995,
which meet the qualifications set forth in 11 U.S.C. Sec. 503(b)
and are entitled to priority under 11 U.S.C. Sec. 507(a)(1). As a
general proposition, the Allowed Administrative Chapter 11 Claims
include vendor claims, medical claims, retained employee claims,
and claims for tickets purchased after April 14, 1995.

Mr. Barstow anticipates making a distribution on or about
January 1, 2001. To review the status of a particular claim, the
Trustee directs creditors to the the MarkAir Estate's Web site at
http://www.MarkAir-Claims.com


MEDICAL RESOURCES: Hires Arthur Andersen to Replace Ernst & Young
-----------------------------------------------------------------
Independent auditors Ernst and Young, LLP modified their financial
statements of Medical Resources Inc. relative to the uncertainty
of the company's ability to continue as a going concern, and on
October 26, 2000, Medical Resources, Inc. dismissed Ernst and
Young, LLP and appointed Arthur Andersen, LLP as the company's new
independent accountants effective October 27, 2000. The decision
to change accountants was recommended and approved by the
company's Audit Committee.


MEDITRUST COMPANIES: Asset Sale & La Quinta Operations Lowers FFO
-----------------------------------------------------------------
The Meditrust Companies (NYSE: MT), announced that its funds from
operations (FFO), on a diluted basis for the three months and nine
months ended September 30, 2000 were $37,259,000 or $0.26 per
share and $131,688,000 or $0.93 per share compared to $77,666,000
or $0.55 per share and $194,908,000 or $1.36 per share for the
same periods of 1999, respectively. The decrease in FFO is the
result of the sale of certain healthcare assets and a decline in
La Quinta's operating results.

Total revenues for the Companies for the three and nine month
periods ended September 30, 2000 were $210,561,000 and
$644,761,000, respectively, compared to $235,722,000 and
$702,740,000 for the comparable periods in the prior year. The
declines in revenues for the third quarter and nine months of 2000
were 10.7% and 8.3%, respectively. The decline in total revenue is
principally the result of the sale of healthcare assets.

Recurring earnings before interest, taxes, depreciation and
amortization (EBITDA) for the Companies was $103,719,000 for the
third quarter and $345,201,000 for the nine months ended September
30, 2000, versus $144,108,000 and $436,588,000 for the comparable
periods in 1999. These results represent recurring EBITDA
decreases of 28.0% and 20.9%, respectively. The decline in
recurring EBITDA for the quarter and year to date is due to
declines in revenue as a result of healthcare asset sales as well
as weak operating performance in the lodging division.

Net losses from continuing operations for the three and nine month
periods ended September 30, 2000 were $217,804,000 and
$291,000,000, respectively, compared to net income from continuing
operations of $46,659,000 and $109,177,000 for the third quarter
and nine months of 1999.

The loss from continuing operations for the three months ended
September 30, 2000, includes significant non-recurring expenses:
$126,362,000 in losses on the sale of assets and mortgage
repayments, $91,306,000 in provisions for losses on real estate
assets and provisions for losses on mortgage loan receivables, and
$9,825,000 in other expenses comprised of severance and other
charges associated with the ongoing Five Point Plan. For the three
months ended September 30, 1999, other non-recurring expenses were
$1,025,000 principally related to the reorganization of the
lodging segment offset by a gain on asset sales of $179,000.

The loss from continuing operations for the nine months ended
September 30, 2000, includes significant non-recurring expenses:
$130,725,000 in losses on the sale of assets and mortgage
repayments, $39,076,000 related to an impairment of a real estate
security, $152,432,000 in provisions for losses on real estate
assets and provisions for losses on mortgage loan receivables, and
$30,945,000 in other expenses comprised of severance and other
charges associated with the Five Point Plan as well as costs
related to the Companies' separation with the former CEO of
Meditrust Corporation. Other non-recurring expenses during the
nine months ended September 30, 1999, of $40,228,000 principally
consisted of costs related to the Companies' separation agreement
with the former Chairman of Meditrust Corporation and CEO and
Treasurer of Meditrust Operating Company, Abraham D. Gosman, and
to the implementation of the comprehensive restructuring plan
announced in November 1998. Also, during the nine months ended
September 30, 1999 the Companies realized a gain on asset sales of
$12,463,000.


MESA AIR: Exploring Business Combination with Mesaba Holdings
-------------------------------------------------------------
Mesa Air Group holds approximately 660,000 shares (3% of the
outstanding shares) of Mesaba Holdings as of the close of business
on November 1, 2000. On October 12, 2000 the company sent a letter
to the Special Committee of the Board of Directors of Mesaba
expressing an interest in exploring a possible business
combination with Mesaba.


MICROAGE, INC: Withdraws Motion to Sell MicroAge Teleservices
-------------------------------------------------------------
MicroAge Inc. announced that it has withdrawn its motion for the
sale of the assets of its MicroAge Teleservices business through a
court auction.

In addition, the company filed a separate motion to approve a
compromise and settlement with United Parcel Service (UPS).
UPS and MicroAge Inc., have reached a tentative settlement,
subject to Court approval, to sell the assets of MicroAge
Teleservices to UPS. Under the compromise and settlement, UPS
would pay MicroAge Inc. $11.5 million for the assets of
Teleservices without the deduction of any topping fee. The action
increases the net return to MicroAge Inc., and resolves concerns
about potential litigation.

The compromise settlement agreement is subject to review and
approval by the Court. The hearing on the compromise and
settlement agreement is currently scheduled at 9:00 a.m. on Nov.
21, 2000 at the U.S. Bankruptcy Court for the District of Arizona
in Phoenix.

MicroAge Inc. provides B2B technology solutions and infrastructure
services. The corporation is composed of information technology
businesses, delivering ISO 9001-certified, multi-vendor
integration services and solutions to large organizations and
computer resellers.

The company does business in more than 20 countries and offers
over 250,000 products from more than 1,000 suppliers backed by a
suite of technical, financial, logistics and account management
services. More information about MicroAge is available at
www.microage.com.



OPHIDIAN: Promega Buys Assets & Board To Authorize Dissolution
-------------------------------------------------------------
Ophidian Pharmaceuticals, Inc. (OTC Bulletin Board: OPHD.OB)
announced that at a special meeting of stockholders held,
stockholders approved proposals to sell substantially all of the
Company's assets to Promega Corporation and to grant authorization
to the Company's Board of Directors for the subsequent
liquidation, winding up, and dissolution of the Company pursuant
to an approved Plan of Dissolution.

Pending satisfaction of all of the closing conditions, the Company
expects to proceed promptly to close the sale of substantially all
of its assets to Promega Corporation. Upon the closing of the
asset sale, the Board of Directors of the Company will determine
whether to liquidate the Company pursuant to the approved Plan of
Dissolution. The amount and timing of any liquidating distribution
to stockholders will be determined by the Board of Directors and
will depend on a number of factors, including payment or provision
for payment of the Company's debts, expenses, taxes, and other
liabilities, as well as the timing and costs of liquidating and
winding up the Company's business and affairs.

The Company also reported that pursuant to applicable NASDAQ
regulations, NASDAQ had delisted the Company's stock from the
NASDAQ SmallCap Market effective Tuesday, November 7, 2000.
Trading and quotation of the Company's stock is now available
through the OTC Bulletin Board quotation service.


ORBITAL SCIENCES: Third Quarter Results Show $44.7 Million Loss
---------------------------------------------------------------
Orbital Sciences Corporation (NYSE: ORB) announced its third
quarter 2000 financial results, reporting a net loss of
$44,778,000 (or $1.19 loss per share) excluding ORBCOMM charges
and a non-recurring gain. New orders met plans for the quarter,
but revenue and operating margins were lower than anticipated for
the period. Suspension of ORBCOMM-related space systems production
work and cost increases on several satellite programs were the
primary factors leading to lower revenues and operating margins.

The company also took non-cash charges related to its ORBCOMM
affiliate totaling $107,268,000, which were partially offset by a
non-recurring gain on the sale of subsidiary stock of $30,724,000.
Including the impact of these non-recurring items, the company
reported a net loss of $121,322,000 (or $3.23 loss per share) for
the quarter.

"While disappointed in our financial results for the quarter, we
are aggressively taking the actions necessary to address operating
problems in our satellite manufacturing division, including
changing management leadership, reducing costs and improving
financial and engineering controls," said Mr. David W. Thompson,
Orbital's Chairman and Chief Executive Officer. "In a larger
sense, we made progress during the quarter in executing our
overall strategic plan to sharpen the focus on our core space
technology businesses by the successful execution of the sale of
certain non-core assets. However, we recognize that there are
significant further steps we must take in our plan to fully
rebuild shareholder value," he added.


OWENS CORNING: Employs Robert L. Berger As Claims Agent
-------------------------------------------------------
Judge Walrath approved Owens Corning's Application to employ
Robert L. Berger & Associates to (i) serve as the Court's notice
agent to mail notices to the estates' creditors and parties in
interest, (ii) provide computerized claims, objection, and
balloting database services, and (iii) provide expertise and
consultation and assistance in claim and ballot processing and
with other administrative information related to the Debtors'
bankruptcy case.

RB&A agrees that at the Debtors' or Clerk's Office's request, it
will provide the Clerk's Office with the following services as
notice and claims agent:

   (a) relieve the Clerk's Office of all noticing under any
       applicable rule or bankruptcy procedure and proceeding of
       claims including:

       1. initial notice of filing;

       2. 341(a) meeting of creditors;

       3. bar date;

       4. objection to claims

       5. notice of hearing on disclosure statement and plan
          confirmation;

       6. other miscellaneous notices to any entities, not
          necessary for an orderly administration of the
          chapter 11 case;

   (b) at any time, upon request, satisfy the Court that RB&A has
       the capability to efficiently and effectively notice,
       docket and maintain proofs of claim;

   (c) furnish a notice of bar date approved by the Court for the
       filing of a proof of claim and a form for filing of a proof
       of claim to each creditor notified of the filing

   (d) file with the Clerk's office a certificate of service,
       within 10 days after each service;

   (e) maintain all proofs of claim filed;

   (f) maintain all official claims registered by docketing all
       proofs of claim on a claims register;

   (g) maintain the original proofs of a claim in correct claim
       number order;

   (h) transmit to the Clerk's Office an official copy of the
       claims register and provide the Clerk's Office with any
       information regarding the claims register upon request;

   (i) maintain an up-to-date mailing list for all entities that
       have filed a proof of claim;

   (j) be open to the public for examination of the original
       proofs of claim;

   (k) record all transfers of claims and provide notice of
       transfers;

   (l) act as the Debtors' solicitation agent in respect of the
       Plan and to receive and tabulate ballots in connection
       therewith; and

   (m) make all original documents available to the Clerk's Office
       on expedited immediate basis.

RB&A will provide these services at its normal hourly rates,
which range from $35 to $225 per hour. RB&A received a $50,000
deposit from the Debtors. (Owens-Corning Bankruptcy News, Issue
No. 3; Bankruptcy Creditors' Service, Inc., 609/392-0900)


OXFORD HEALTH: S&P Assigns Insurer Bpi Financial Strength Rating
----------------------------------------------------------------
Standard & Poor's has assigned its single-'Bpi' financial strength
rating to Oxford Health Plans Connecticut Inc.

The rating reflects the HMO's extremely weak earnings, offset by
strong risk-based capitalization and strong liquidity.

The company, incorporated in 1985, is an independent professional
association model HMO and a wholly owned subsidiary of Oxford
Health Plans Inc. (issuer credit rating single-'B').

Major Rating Factors:


   -- The company's operating performance has been weak since
      1996, with underwriting losses of $9.5 million in 1998,
      $30.4 million in 1997, and $0.3 million in 1996, but showing
      slight improvement in 1999 with an underwriting gain of $1.5
      million.

   -- The company's risk-based capitalization is strong, as
      indicated by a Standard & Poor's capital adequacy ratio of
      145.9% at year-end 1999.

   -- Liquidity is strong, with a Standard & Poor's liquidity
      ratio of 147.7% at year-end 1999.


PACIFICARE HEALTH: High Medical Costs Put Strain on Earnings
------------------------------------------------------------
PacifiCare Health Systems, Inc. (Nasdaq: PHSY) announced that net
income for the third quarter ended September 30, 2000 totaled $5.2
million, or $0.15 per diluted share, compared with $69.3 million,
or $1.54 per diluted share, for the third quarter of 1999. Results
reported for the 2000 third quarter include a $3.8 million credit
(or $0.11 per diluted share) related primarily to the early
termination of a license agreement. Results for the same period of
1999 reflected a $1.7 million net charge (or a $0.04 diluted loss
per share) for impairment and disposition activities.

As previously disclosed on October 10, 2000, the decrease in net
income for the most recent quarter was primarily the result of
rising medical costs related to the company's transition from
capitated contracts to per diem, fee-for-service or shared-risk
arrangements with hospitals.

In addition to higher third quarter health care costs, changes in
estimates for June 30, 2000 shared-risk claims totaled $24
million. Reserves for provider insolvency and uncollectable
provider loans totaled another $24 million. Included in the
provider reserves were a loan and advances to KPC Medical
Management, Inc., amounting to approximately $10 million, which
the company fully reserved. The additions to health care costs
totaled $48 million ($27 million or $0.77 diluted loss per share,
net of tax).

"We're obviously very disappointed with our third quarter
results," said Howard G. Phanstiel, acting president and chief
executive officer. "However, our conversion to shared-risk
contracts and our claims backlog appear to have stabilized. We are
strengthening our actuarial systems and our medical management
capabilities. Nevertheless, we believe that the costs associated
with the conversion process are still too high, and we must
continue to work with providers to reduce our overall costs.
"We expect to complete a comprehensive analysis of all of the
company's businesses so that we can take decisive action to
restore our strength and earnings power over the long-term,"
Phanstiel continued. "One important factor in this process is the
outcome of pending legislation to restore much-needed funding to
the Medicare+Choice program for 2001. Because this program
transcends all of our markets, we will need more clarity with
respect to federal health spending policy before our final
strategic positioning can be determined. While we welcome efforts
in Washington to provide relief for the program, we are operating
the company as if no relief will be received. Our recent
experience with legislative uncertainty underscores the company's
lack of earnings predictability when such a high percentage of
revenues and profits are impacted by the federal government.

"In the meantime, we are taking immediate actions to improve
profitability in our commercial lines of business in selected
markets," Phanstiel stated. "We are seeking higher quality
earnings, even if that means being a company with fewer members.
We're stepping up marketing efforts in the geographic areas and
product lines that have the potential for higher returns,
repricing our products, eliminating unprofitable commercial HMO
products in selected markets, stabilizing provider networks, and
streamlining our operations to enhance cost-efficiency. PacifiCare
does not intend to pursue or maintain membership if we cannot
maintain medical care ratios that allow us and our provider
partners to provide access to quality care and maintain continuity
of care, at rates our customers are willing to accept."

                            Revenue Growth

Total revenue of $2.9 billion for the third quarter of 2000
increased by $350 million, or 14 percent, over the third quarter
last year. A 7 percent premium rate increase contributed $181
million of the increase. The acquisition of the Harris Methodist
Health Plan in February 2000 added another $148 million, and the
balance came from same-store membership growth.

PacifiCare's membership totaled approximately 4.1 million on
September 30, 2000, a 10 percent increase from September 30, 1999.
The increase was largely the result of a 13 percent rise in
commercial membership, reflecting continued growth in California
and acquisitions in Texas, Colorado and Washington, partially
offset by decreases in Colorado markets due to premium increases.
Medicare membership increased one percent year over year. This
increase was from new membership gained through the Harris
acquisition as well as the exit of competing HMOs from markets
where PacifiCare remained. These gains were partially offset by
the company's exit from several markets and disenrollment in some
California counties due to increased co-payments and premiums, and
reduced benefits.

Commercial premium revenue increased $235 million or 23 percent in
the most recent quarter compared with the year-ago quarter, with
$148 million coming from same-store membership growth and premium
rate increases averaging 8 percent.

Phanstiel commented, "While varying by state and by segment, we
have already quoted and sold commercial contracts for 2001 with
price increases averaging more than 13 percent. This suggests that
we can expect the average commercial revenue increase next year to
range from 11 to 12 percent."

                         Health Care Costs

Offsetting the revenue gains from enrollment and premium increases
were higher health care costs. This includes changes in estimates
for 2000 shared-risk claims and provider reserves totaling $48
million. The company's third quarter consolidated medical care
ratio (MCR) was 89.7 percent. Excluding the impact of these
reserves, the consolidated MCR was 88.0 percent, 330 basis points
above the year-ago level and 220 basis points higher than the
prior quarter. This reflects a Medicare MCR of 89.5 percent and a
commercial MCR of 86.0 percent. Days claims payable rose 10
percent to 41.4 days from 37.6 days in the prior quarter, and was
up 27 percent from 32.5 days a year earlier.

The higher MCR reflects a significant increase in health care
costs due to higher inpatient utilization, outpatient and
emergency rooms visits under shared-risk contracts, and
prescription drug costs as the company experienced an acceleration
of the transition to shared-risk contracting, principally with
hospitals. At September 30, 2000 approximately 60 percent of the
company's membership was covered under capitated hospital
contracts, down from 62 percent at the end of the previous quarter
and nearly 80 percent at the end of 1999.

                         MG&A Expense Reduction

The company improved its marketing, general and administrative
expenses (MG&A) in the 2000 third quarter, reducing MG&A as a
percent of revenue to 10.6 percent, or 60 basis points below the
prior year. This improvement was due mainly to previously
implemented and ongoing efficiency and effectiveness initiatives
throughout the organization, despite additional costs to expand
key departments.

"We continue to aggressively recruit medical management, actuarial
and underwriting staff, which are integral to better managing our
costs and pricing our products as the volume of shared-risk
contracts increases," Phanstiel commented. "However, we expect
that ongoing benefits from various initiatives, such as the
application of new technology, process redesigns, lowered costs of
purchased services and improved productivity, will help offset a
portion of the cost of bolstering key functions such as medical
management."

The results for the quarter reflect a lower number of weighted
average shares outstanding, which decreased year over year to 34.9
million from 45.1 million on a diluted basis. The decrease in
shares was a result of the company's share repurchase program,
which also caused an increase in interest expense. Most of the
company's share repurchase activity occurred in the first half of
2000, and the company has temporarily suspended the repurchase of
its shares on the open market. On August 30, the company
repurchased 750,000 shares for approximately $45 million in
accordance with a stock purchase agreement between PacifiCare and
its largest shareholder, UniHealth Foundation. The company used
internally generated cash to fund this repurchase, which brought
total shares outstanding to 34.2 million at September 30.

Excluding the timing of unearned Medicare premium revenue, the
company generated $177 million in operating cash flow in the third
quarter. Phanstiel stated that the company is in full compliance
with its bank covenants. The company also reduced outstanding debt
under its committed banking facility by $35 million in the third
quarter, and has retired more than $140 million year-to-date.

                        Fourth Quarter Outlook

"Based on information available to us through October 31, we
expect to be able to show fourth quarter earnings in the range of
$0.20 to $0.30 per diluted share," said Phanstiel. "This estimate
excludes the effect of any restructuring charge that we may take
as a result of our strategic review.

"We've made good progress in understanding the financial and
operational impact of the transition of our business model from
capitation to shared-risk. Going forward, we believe we are better
positioned to assess the growth potential for each of our
businesses and products in their respective geographic markets,
and to make strategic decisions about new products or markets we
should develop or expand."


PETMED EXPRESS: Financial Situation Deteriorating Rapidly
---------------------------------------------------------
For the three and six months ended September 30, 2000, Florida-
based PETMED EXPRESS, INC., has incurred significant operating
losses and a cash flow deficiency. The Company had a net loss of
$1,336,546 for the six months ended September 30, 2000 and
negative working capital of $2,616,540 at September 30, 2000. In
addition, the Company was in violation of certain of its debt
covenants at September 30, 2000. As a result, the Company is
dependent upon capital from outside sources in order to fund
future operations. These matters raise substantial doubt about the
entity's ability to continue as a going concern. These financial
statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets
or the amounts and classification of liabilities that may result
from the outcome of this uncertainty.

CEO Marc A. Puleo, M.D., and John S. Vermaaten, Petmed's Chief
Financial Officer and Treasurer, relate that management is
actively seeking to raise additional capital through the sale of
equity securities and through the possible sale and leaseback of
its land and building. In addition, management has a plan whereby
certain personnel and administrative costs may be reduced so that
the Company may continue to meet its operating and financing
obligations as they come due.


PHILIP SERVICES: Second Circuit Reinstates Shareholder Lawsuit
--------------------------------------------------------------
A federal appeals court has reinstated a shareholder lawsuit that
accuses Canadian industrial-services company Philip Services Corp.
and some of its officers, auditors and underwriters of widespread
accounting fraud, according to a newswire report. The U.S. Court
of Appeals for the Second Circuit last week ruled that a lower
court judge in Manhattan erred in 1998 when he dismissed the case
on the grounds that it should be heard in Canadian courts. The
lawsuit was filed in 1997 on behalf of investors who purchased
Philip Services' common stock between Feb. 28, 1996 and Jan. 26,
1998. The suit charged that the defendants, among other things,
"intentionally or recklessly disseminated materially false and
misleading financial statements and press releases respecting
Philip's financial results."

The Ontario-based Philip Services filed for Chapter 11 bankruptcy
protection in June 1999. The lawsuit has been stayed while Philip
Services remains in bankruptcy proceedings. The case, however,
will proceed against numerous Philip Services officers including
the company's auditor, Deloitte & Touche, and a group of
underwriters that include Merrill Lynch & Co., Morgan Stanley Dean
Witter & Co. and Donald Lufkin & Jenrette Inc. (ABI 09-Nov-00)


PICUS, INC: Phone Service Provider in Virginia Files Chapter 11
---------------------------------------------------------------
Virginia Beach-based Picus Communications and its parent, Picus
Inc., filed for Chapter 11 bankruptcy reorganization Tuesday in
Norfolk's U.S. Bankruptcy Court. The company filed bankruptcy to
help facilitate a restructuring of the company that could include
the sale of most of its assets, said Afsaneh Azar, Picus' general
counsel and director of mergers and acquisitions. The company is a
Virginia based telphone service provider. (New Generation
Research, Inc. 09-Nov-00)


PICUS COMMUNICATIONS: Case Summary & 20 Largest Unsecured Creditor
------------------------------------------------------------------
Debtor: Picus Communications, LLC
        2877 Guardian Lane, Suite 301
        Virginia Beach, VA 23452

Type of Business: Competitive Local Exchange Carrier (local and
                   long distance phone service)

Chapter 11 Petition Date: November 7, 2000

Court: Eastern District of Virginia - NORFOLK DIVISION

Bankruptcy Case No.: 00-72062

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

Total Assets: $ 35,266,528
Total Debts : $ 44,639,709

20 Largest Unsecured Creditors

Nokia
1310 Redwood Way
Petaluma, CA 94954-6514          Open account (A/P)
(707) 793-7000                    GE                  $ 10,483,791

Verizon/Bell Atlantic
Richard Sampson
1 Washington Park 6th Flr
Newark, NJ 07102
(800) 432-6657                   Various               $ 7,707,032

First Union
201 S Jefferson St
Roanoke VA 24011                                       $ 5,971,000

MetaSolv Software Inc
Julie Davis
Dept. 890622
Dallas, TX 75312-0622            Open account (A/P)
(972) 403-8300                    OSS                  $ 1,568,164

DSET Corporation
1160 Route 22 East
Bridgewater, NJ 08807            Open account (A/P)
(908) 526-7500                    OSS                  $ 1,155,000

Total Site Solutions
6251 Ammendale Rd
Beltsville, MD 20705             Open account (A/P)
(240) 737-7000                    Other                $ 1,127,978

Clarify Inc
2560 Orchard Pkwy
San Jose, CA 95131               Open account (A/P)
(408) 965-7876                    OSS                    $ 430,840

Idea Integration
Brinda
1595 Spring Hill Rd
Vienna, VA 22182                 Open account (A/P)
(703) 821-8800                    OSS                    $ 409,946

DLT Solutions
360 Herndon Pkwy Ste 700
Herndon, VA 20170                Open account (A/P)
(800) 262-4358                    OSS                    $ 307,480

Nortel Networks                  Open account (A/P)
                                  Office                 $ 203,694

Braun Consulting                 Open account (A/P)
                                  OSS                    $ 114,961

Advanced Switching               Open account (A/P)
Communicati                      Office                 $ 112,767

Dataline                         Open account (A/P)
                                  Office                  $ 78,869

Encore Software                  Open account (A/P)
                                  OSS                     $ 78,312

LHS Priority Call                Open account (A/P)
                                  Office                  $ 69,534

Turnstone Systems Inc            Open account (A/P)
                                  Office                  $ 66,250

Somera                           Open account (A/P)
                                  Office                  $ 66,127

Sunrise Telecom Inc              Open account (A/P)
                                  Office                  $ 65,720

Info Directions                  Open account (A/P)
                                  Office                  $ 58,843

Dell Receivables L.P.                                     $ 56,754


PRIME SUCCESSION: Delaware Court Confirms Reorganization Plan
-------------------------------------------------------------
Prime Succession, Inc. announced that its Chapter 11 Plan of
Reorganization was confirmed by the U.S. Bankruptcy Court for the
District of Delaware. The Company expects the Plan of
Reorganization to be consummated before the end of November, at
which time Prime Succession would emerge from Chapter 11.

Gary L. Wright, Prime Succession's President and Chief Executive
Officer, stated, "The Court's confirmation of the Plan of
Reorganization is the final step in bringing closure to Prime's
restructuring. This marks the beginning of a new era for Prime
Succession and we look forward to building a stronger company with
a more sustainable capital structure. We are excited about the
opportunities that exist for Prime Succession in the future, and
we will continue to set the standard in service quality in order
to achieve our vision of becoming the premier funeral home and
cemetery operating company in North America."

In accordance with the Plan, the Company's pre-existing $100
million of 10-3/4% Senior Subordinated Notes and certain other
unsecured claims will be converted into (i) $20 million of new
Senior Subordinated Notes due 2004, with interest paid-in-kind at
the rate of 14.25% per annum, and (ii) 100% of reorganized Prime
Succession's common stock, subject to dilution from a management
incentive program and warrants to be issued to former equity
holders. Existing secured debt of $108.5 million owed to Prime's
Senior Lenders will be consolidated into a new term loan with a
principal repayment schedule more consistent with the Company's
projected future cash flows.

Consummation of the Plan of Reorganization is conditioned upon,
among other things, the finalization of documentation relating to
the Company's exit financing. As previously announced, the Company
received a commitment from its existing bank group to provide $18
million of exit financing in the form of a new revolving credit
facility.

On the basis of revenues, Prime Succession, Inc. is the fifth
largest provider of funeral and cemetery products and services in
the death care industry in the United States. Through its
subsidiaries, the Company owns and operates approximately 136
funeral homes and 19 cemeteries in 19 states.


PUBLIC SERVICE: Fitch Places Securities Ratings on Watch Negative
-----------------------------------------------------------------
Fitch has placed its securities ratings of Public Service Company
of New Mexico (PNM) on Rating Watch Negative and Western Resources
Inc. (Western), and Kansas Gas & Electric Co. on Rating Watch
Evolving following PNM's plan to acquire the electric utility
assets of Western Resources through a stock-for-stock transaction.
Fitch is scheduled to meet with PNM management shortly, then
thoroughly assess the financial, regulatory and operating elements
associated with the acquisition. Fitch currently assigns these
ratings:

   * Public Service Company of New Mexico:

      a) Senior unsecured debt, 'BBB-';

      b) EIP Funding Corp. SLOBs, 'BB+';

      c) Preferred stock, 'BB-'.

   * Kansas Gas & Electric Co.:

      a) First mortgage bonds, 'BB+'.

   * Western Resources Inc.:

      a) First mortgage bonds, 'BB+';

      b) Senior unsecured notes, 'BB';

      c) Preferred stock, 'BB-'.

Under the terms of the agreement, PNM and Western will become
subsidiaries of a new holding company. Relatively high debt
leverage at the new parent holding company is expected to pressure
PNM's debt rating, as the consolidated debt/capital ratio may
initially approach 70%. PNM has indicated its commitment to
deliver the combined entity to an investment grade level within
three to five years, with several alternatives under
consideration. To achieve this stock-for stock transaction under
Morris Trust guidelines, PNM also plans certain actions to revalue
its balance sheet.

Regulatory uncertainty exists in Kansas, with a rate case likely.
Rate inconsistencies existing between Wichita and Topeka are a
significant issue. PNM has pursued restructuring within New
Mexico, but the state's regulatory timetable has slowed after
witnessing California's difficult transition to a competitive
retail electric market. Before this acquisition announcement, PNM
was pursuing a settlement with the New Mexico Public Utility
Commission (NMPUC) providing for a holding company, separation of
regulated from unregulated assets and a rate path holding an
opportunity to recover stranded costs.

Regulatory approvals for this transaction will be required from
the Kansas Public Utility Commission and the NMPUC. The combined
entity will become a 1935 Act Holding Company as a result of the
acquisition.

If the merger is permitted, the combination will become a
superregional utility, with 1 million retail electric customers,
over 7,000 mw of generation and over $8 billion in assets.
PNM is headquartered in Albuquerque, New Mexico. It currently owns
1,506 mw of thermal and nuclear-fired generation. Its service
territory supports approximately 366,000 retail electric
customers. Kansas Gas & Electric, headquartered in Wichita, is a
wholly owned regulated electric utility subsidiary of Western
Resources. KPL is a regulated utility division of Western
Resources.


PUBLIC SERVICE: Moody's Places Securities Ratings Under Review
--------------------------------------------------------------
Moody's Investors Service has placed the securities of Public
Service Company of New Mexico (PNM) under review for possible
downgrade and has placed the securities of Western Resources (WR)
and its subsidiary, Kansas Gas and Electric (KGE), under review
for possible upgrade following the announcement that both Boards
of Directors had approved a merger agreement under which PNM will
acquire the WR electric utility operations in a $1.5 billion tax-
free, stock-for-stock transaction.

Ratings under review for possible downgrade include PNM's issuer
rating, senior unsecured notes, and senior unsecured pollution
control bonds, rated Baa3; a shelf registration for senior
unsecured notes rated (P) Baa3, the EIP lease obligation bonds
rated Ba1; and PNM's preferred stock rated 'ba1".

Ratings under review for possible upgrade include WR's first
mortgage bonds, rated Ba1, WR's issuer rating and senior unsecured
notes, both rated Ba2, the trust preferred securities of Western
Resources Capital I and II, rated "ba2", and the preferred
securities of WR rated "ba3". Also under review for possible
upgrade include KGE's first mortgage bonds, rated Ba1; and KGE's
Secured Lease Obligation Bonds rated Ba2.

RATIONALE FOR PNM'S REVIEW

Moody's decision to place PNM's securities under review for
possible downgrade reflects the amount of incremental debt that
will be assumed as part of this transaction and the impact that
such incremental debt may have on PNM's cash flow levels and
coverage protections. Moody's anticipates that a large portion of
the incremental assumed debt could end up at the newly formed
holding company which will rely in part on the free cash available
from PNM to service that debt. Although PNM has consistently
provided predictable cash flows at the utility level, the
incremental holding company debt service obligations may
negatively impact PNM's financial flexibility.

RATIONAL FOR WR'S AND KGE'S REVIEW

Conversely, Moody's decision to place WR's securities and KGE
securities under review for possible upgrade reflects the
potential for credit strengthening at both utility subsidiaries
due to the possibility that a portion of WR's existing debt will
be assumed under the terms of this transaction. Although details
concerning the newly formed holding company's assumption of this
debt remain somewhat unclear, Moody's anticipates that the
transaction could provide an improvement in the coverage ratios
for both WR and KGE on a standalone basis. Nothwithstanding the
anticipated credit strengthening that may occur at each of the
subsidiary levels from this transaction, investors should note
that any improvement in the WR and KGE credit rating may be
tempered by both organization's need to provide excess cash flow
to the newly formed holding company for debt service requirements.

SCOPE OF THE REVIEW

The focus of the rating review will be to examine the potential
risk to PNM bondholders from the assumption of WR debt and the
potential benefits to WR and KGE debtholders from this
transaction. Key factors for consideration will be the company's
plan to reduce consolidated debt levels to approximately 55% from
around 70% in three years, an understanding of the methods that
management will consider for debt reduction, including asset sales
and additional equity offerings, and an analyses of the
transaction's impact on cash flows at the consolidated level and
at the PNM, WR, and KGE levels. Additionally, the review will
capture the regulatory landscape in both state jurisdictions
including the likelihood of regulatory support for the transaction
as well as the effect, if any, that this transaction may have on
PNM's restructuring plans in New Mexico and on WR's current rate
case.

TERMS OF THE TRANSACTION

Under the terms of the agreement, PNM and WR, whose utility
operations consist of its KPL division and KGE subsidiary, will
both become subsidiaries of a new holding company to be named at a
future date. Prior to the consummation of this combination, WR
will reorganize all of its non-utility assets, including its 85%
stake in Protection One and its 45% investment in ONEOK, into
Westar Industries which will be spun off to its shareholders.

The new holding company will issue 55 million of its shares,
subject to adjustment, to WR shareholders and Westar Industries.
Before any adjustments, the new company will have approximately 95
million shares outstanding, of which approximately 42.1% will be
owned by former PNM shareholders and 57.9% will be owned by former
WR shareholders and Westar Industries. Westar Industries will
receive a portion of such shares in repayment of a $234 million
obligation currently owed by WR to Westar Industries. Based on
PNM's average closing price over the last ten days of $27.325 per
share, the indicated equity value of the transaction is
approximately $1.503 billion, including conversion of the Westar
Industries obligation.

In the transaction, each PNM share will be exchanged on a one-for-
one basis for shares in the new holding company. Each WR share
will be exchanged for a fraction of a share of the new company.
This exchange ratio will be finalized at closing, depending on the
impact of certain adjustments to the transaction consideration. In
an effort to encourage debt reduction prior to the closing of the
transaction, WR and Westar Industries have agreed with PNM on a
mechanism to adjust the transaction consideration based on
additional equity contributions. Under this mechanism, WR could
undertake certain activities not affecting the utility operations
to reduce the net debt balance. The effect of such activities
would be to increase the number of new holding company shares to
be issued to all WR shareholders (including Westar Industries) in
the transaction. In addition, Westar Industries has the option of
making additional equity infusions into WR that will be used to
reduce its net debt balance prior to closing. Up to $407 million
of such equity infusions may be used to purchase additional new
holding company common and convertible preferred stock.

The combination will serve over one million retail electric
customers and 400,000 retail gas customers in New Mexico and
Kansas and will have generating capacity of more than 7,000
megawatts. The companies expect the transaction to be completed
within the next 12 to 15 months. The successful spin-off of Westar
Industries from WR is required prior to the consummation of the
transaction. The transaction is also conditioned upon, among other
things, approvals from both companies' shareholders and customary
regulatory approvals, including from the Kansas Corporation
Commission, the New Mexico Public Regulation Commission,
Securities and Exchange Commission, the Nuclear Regulatory
Commission, and the Federal Energy Regulatory Commission. The new
holding company expects to register as a holding company under the
Public Utility Holding Company Act of 1935.

Headquartered in Albuquerque New Mexico, PNM is an electric and
gas utility largely serving the cities of Albuquerque and Santa
Fe, and generates and sells power in the wholesale market. Through
Avistar, PNM's wholly-owned subsidiary, PNM is engaged in energy
management.


RRRP ILLINOIS: Case Summary and 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: RRRP Illinois, LLC
        13400 Kedzie Avenue
        Robbins, Illinois 60472

Affiliate: RRRP Robbins, Inc.

Chapter 11 Petition Date: November 7, 2000

Court: Northern District of Illinois

Bankruptcy Case No.: 00-32714

Judge: Ronald Barliant

Debtor's Counsel: Nancy A. Peterman, Esq.
                  Greenberg Traurig LLP
                  227 W. Monroe, Suite 3500
                  Chicago, Illinois 60606
                  (312) 456-8400

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

20 Largest Unsecured Creditors

SunTrust Bank
Deborah L. Moreyra
401 E. Jackson St.
10th Floor
Tampa, FL 33602                                      $ 273,000,000
(813) 224-2105                   Indenture           (value of
Fax:(813) 224-2872                trustee     security is unknown)

Franklin High Yield
Molly Butler
Tax-Free Income
777 Mariners Island
Boulevard                       debenture     up to $ 202,375,000
San Mateo, CA 94404                             (value of security
Fax:(650) 312-4994                                 is unknown)

Eaton Vance High Yield
Tom Metzold
Municipal Bond
255 State Street                 debenture      up to $ 40,500,000
Boston, MA 02109-2617                           (value of security
Fax:(617) 451-0642                                 is unknown)

Strong Municipal Advantage
Mary-Kay Bourbulis
100 Heritage Reserve
Milwaukee, WI 53051              debenture      up to $ 20,350,000
(414) 359-3774                                  (value of security
Fax:(414) 359-7910                                 is unknown)

Strong High Yield
Mary-Kay Bourbulis
Municipal Bond
100 Heritage Reserve
Milwaukee, WI 53051              debenture      up to $ 20,350,000
(414) 359-3774                                  (value of security
Fax:(414) 359-7910                                 is unknown)

Prudential Insurance
Dean T. Lewallen
751 Broad Street,
19th Floor                      debenture      up to $ 14,000,000
Newark, NJ 07102                                (value of security
Fax:(973) 802-7583                                 is unknown)

Capital Research -
American High Inc.
David Hoag
333 South Hope Street            debenture      up to $ 10,990,000
Los Angeles, CA 90071                           (value of security
Fax:(310) 996-6393                                 is unknown)

Van Kampen
William Black
One Parkview Plaza
Oakbrook Terrace, IL 60181       debenture       up to $ 3,000,000
(630) 684-6000                                  (value of security
Fax:(630) 684-5966                                 is unknown)

American International
Material
3221 W. 127th Street
Blue Island, IL 60406            Trade Debt              $ 641,719

Unicom/NICOR
P.O. Box 310
Aurora, Illinois 60507-0310      Utility Claim           $ 550,528

Moody National Bank
P.O. Box 1139
Galveston, TX 77553              debenture         up to $ 300,000  
(409) 765-5561                                  (value of security
Fax:(409) 762-2375                                 is unknown)

Republic Waste
8230 W. Forrest Lawn Road
Three Oaks, MI 49128             Service Claim           $ 263,000

Village of Robbins               Host Benefits           $ 146,000

Power Industrial Consultants     Service Contract Claim   $ 91,973

Village of Robbins               Utility claim            $ 88,000

Tandem                           Service Claim            $ 59,249

SoCo Industrial Supply           Trade Claim              $ 52,428

Eagle Services Corp.             Trade Claim              $ 46,304  

Thoesen Tractor & Equipment      Service Claim            $ 35,791

US Silica                        Trade Claim              $ 33,247


SANTA FE GAMING: Paul W. Lowden Discloses 70.8% Equity Stake
------------------------------------------------------------
Paul W. Lowden owns 70.8% of the outstanding common stock of Santa
Fe Gaming Corporation by virtue of his beneficial ownership of
4,647,744 (rounded up to the nearest whole share) shares of that
company's stock.  Mr. Lowden exercises sole voting and dispositive
power over the shares.


SUPERIOR TELECOM: Moody's Chops Ratings & Says Outlook is Negative
------------------------------------------------------------------
Moody's Investors Service downgraded Superior Telecom Inc.'s $1.15
billion of senior secured credit facilities to B2 from Ba3, and
downgraded its 8.5% convertible trust preferred stock to "caa"
from "b2". The senior implied rating was lowered to B2 from Ba3.
The unsecured issuer rating was lowered to Caa1 from B2. The
outlook is negative.

The downgrade reflects SUT's deteriorating operating performance
as a result of several factors. In the company's North American
building wire segment, overcapacity and pricing pressure continue
to negatively impact results, (in addition to similar activities
in SUT's 50.2% owned Israeli operations). This segment is
currently being restructured. In the communications segment,
although revenue growth for communications cable is strong,
overall margins have declined due to lower but improving margins
in the company's broadband cable segment. In addition, Q3-00 sales
of copper telephony cable products (used in residential loop
networks) were flat compared to Q3-99, reflecting the termination
of a customer supply contract, that was offset by incremental
domestic and international sales. Finally, the communications
segment's performance was adversely impacted by increased raw
material and energy costs.

The negative outlook reflects Moody's expectations that operating
performance will continue to experience near-term weakness. The
company has undertaken defensive measurements to reposition its
operations and manage its balance sheet and bank debt.

The ratings continue to aknowledge SUT's large size and strong
market positions in its primary wire and cable product lines. The
company has made substantial progress in restructuring
manufacturing operations in the electrical group, reducing
capacity in an effort to balance out industry supply and demand.
Management believes that building wire pricing has bottomed out.
In addition, the company completed construction of a state-of-the-
art magnet wire facility in Mexico which will allow it to service
existing customers as well as expand capacity for potential new
opportunities. Finally, liquidity appears to be adequate with over
$150 million of unused committed bank lines available as of
9/30/00.

Sales for the quarter ended 9/30/00 ("Q3-00") decreased by 3.5% to
$504 million. According to Moody's calculation, EBIT and EBITDA
for the quarter (net of non-recurring charges of $3.9 million)
were $36.6 million and $54 million, respectively, a dramatic
decrease from $55.2 million and $68 million, respectively, earned
in Q3-99. EBIT and EBITDA coverage of total interest of $32.2
million was 1.1x and 1.7x, respectively in Q3-00, compared to 1.8x
and 2.3x, respectively, in Q3-99. EBIT and EBITDA coverage of
total interest of $96 million was 1.4x and 1.9x, respectively for
the nine month period ended 9/30/00.

For the latest 12 months ended 9/30/00, sales, EBIT and EBITDA
were $2 billion, $195 million, and $240 million, respectively (net
of non-recurring charges). This compares to pro forma sales, EBIT,
and EBITDA of $2 billion, $254 million, and $298 million,
respectively, anticipated when Moody's rated SUT's capital
structure in 11/98, at the time SUT purchased Essex International,
Inc. Based on the company's Q3 performance (and expectations for
continued weakness in Q4), Moody's believes that the company's
full-year 2000 performance will be lower than the LTM performance
would indicate.

At 9/30/00, total debt, (excluding nonrecourse of the company's
51% owned subsidiary) was approximately $1.25 billion, resulting
in total debt to LTM EBIT and EBITDA of 6.4x and 5.2x,
respectively. Debt measures have also deteriorated from the 4.5x
multiple of pro forma EBITDA at the time of the 1998 transaction.
Annual interest expense is currently running at about $129
million, with LTM capital spending of $54 million, leaving a
modest amount of projected retained cash available for debt
reduction, after paying anticipated tax expense.

Superior Telecom, Inc., based in Atlanta, Georgia, manufactures
and markets cable and wire products for the OEM (magnet wire and
automobile wire), communications (outdoor voice and data
telecommunications and datacom products), and electrical (building
and industrial cable and wire) industries. For the latest 12
months ended 9/30/00, sales, EBIT and EBITDA were $2 billion, $195
million, and $240 million, respectively (net of non-recurring
charges).


T & W FINANCIAL: Files for Chapter 11 Protection in Seattle
-----------------------------------------------------------
T & W Financial Corporation and its operating subsidiary T & W
Financial Services Company L.L.C. filed their respective voluntary
petitions under Chapter 11 of the United States Bankruptcy Code on
October 31, 2000. The cases are pending in the United States
Bankruptcy Court for the Western District of Washington at
Seattle. The Honorable Samuel J. Steiner is assigned to these
cases and has consolidated them for administrative purposes. The
Bankruptcy Court is expected to assign a new case number by
early November. The company indicates it intends to immediately
propose a plan of liquidation.

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


TUFTS ASSOCIATED: S&P Lowers Financial Strength Rating to CCCpi
---------------------------------------------------------------
Standard & Poor's has lowered its financial strength rating on
Tufts Associated Health Maintenance Organization Inc. to triple-
'Cpi' from single-'Bpi.'

This rating action reflects the HMO's extremely weak risk-based
capitalization, offset by good earnings and liquidity.

This nonprofit, licensed HMO, headquartered in Waltham, Mass., is
a wholly owned subsidiary of Tufts Associated Health Plan Inc. The
HMO's wholly owned subsidiary, Tufts Health Plan of New England
Inc., was rated 'R' on April 6, 2000, which means that it is under
regulatory supervision owing to its financial condition.

Major Rating Factors:

   -- The company's risk-based capitalization is weak, as
      indicated by a Standard & Poor's capital adequacy ratio of
      23.6% at year-end 1999. The company's total statutory
      capital declined to $68.3 million at year-end 1999 from
      $88.7 million at year-end 1998, primarily because of large
      financial losses incurred by its for-profit HMO subsidiary,
      Tufts Health Plan of New England Inc.

   -- Earnings are good, as measured by a Standard & Poor's
      earnings adequacy ratio of 102% for year-end 1999.

   -- Liquidity is good, with a Standard & Poor's liquidity ratio
      of 123.2% at year-end 1999.


WARM SPRINGS: Case Summary and 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Warm Springs/Bermuda, LLC
        1000 N. Green Valley Pkwy
        Suite 300
        Henderson, NV 89014

Type of Business: Realty holding company

Chapter 11 Petition Date: November 3, 2000

Court: District of Nevada

Bankruptcy Case No.: 00-18442

Judge: Linda B. Riegle

Debtor's Counsel: George R. Carter, Esq.
                   George R. Carter & Associates
                   1629 East Sahara Avenue
                   Las Vegas, NV 89104
                   (702) 384-8951

Total Assets: $ 3,000,000
Total Debts : $ 2,910,000

5 Largest Unsecured Creditors

National Financial Systems, Inc.                       
3435 Ocean Park Blvd.
Suite 206
Santa Monica, CA 90405-3311                            $ 1,500,000

Alverson, Taylor, Mortenson,
Nelson & Sanders                                         $ 53,309

Bermuda/Warm Springs, LLC                                 $ 10,000

Ron Robinson                                              $ 10,000

Robert V. Jones                                           $ 10,000


XATA CORPORATION: Shareholders to Convene Special Meeting Nov. 30
-----------------------------------------------------------------
XATA Corporation is inviting its shareholders to a special meeting
of shareholders to be held at 2:00 p.m., on November 30, 2000, at
the offices of XATA Corporation, 151 East Cliff Road, Suite 10,
Burnsville, Minnesota.

Each of the matters to be voted upon at the special meeting is
related to the current and proposed investments in the company by
John Deere Special Technologies Group, Inc.


* Bond pricing for the week of November 13, 2000
------------------------------------------------
Data is supplied by DLS Capital Partners, Inc. Following are
indicated prices for selected issues:

AMC Ent. 9 1/2 '11                         58 - 60
Amresco 9 7/8 '05                          54 - 56
Advantica 11 1/2 '08                       49 - 51
Asia Pulp & Paper 11 3/4 '05               42 - 44
Carmike Cinema 9 3/8 '09                   28 - 30 (f)
Conseco 9 '06                              68 - 70
Fruit of the Loom 6 1/2 '03                43 - 48
Federal Mogul 7 1/2 '04                    26 - 27
Genesis Health 9 3/4 '05                    9 - 11 (f)
Globalstar 11 1/4 '04                      14 - 16
Oakwood Homes 7 7/8 '04                    26 - 30
Owens Corning 7 1/2 '05                    28 - 30
Paging Network 10 1/8 '07                  21 - 22 (f)
Pillowtex 10 '06                            2 - 5  (f)
Revlon 8 5/8 '08                           52 - 54
Saks 7 '04                                 67 - 69
Trump Atlantic 11 1/4 '06                  67 - 69
TWA 11 3/8 '06                             32 - 35
Xerox 5 1/2 '03                            67 - 69


                           *********

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

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

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

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


                           *********

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

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

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

This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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                * * * End of Transmission * * *