TCR_Public/001114.MBX          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, November 14, 2000, Vol. 4, No. 223

                           Headlines

AMERICAN FINANCIAL: S&P's Negative Outlook Continues Over Chiquita
AMERICAN PAD: Requests 3rd Extension To Assume & Reject Leases
APPLE ORTHODONTIX: Asks for Exclusive Period Extension to Jan. 29
BMJ MEDICAL: Confirmation Hearing Scheduled for December 6
BROADCASTAMERICA.COM: Internet Broadcaster Files for Chapter 11

CAREMATRIX CORP: Case Summary and 20 Largest Unsecured Creditors
COLORADO GREENHOUSE: Retains Arthur Andersen as Accountants
COMMERCIAL FINANCIAL: Solicitation Period Extended to March 2
CONNECTICARE INC: S&P Affirms CCCpi Financial Strength Rating
CORRECTIONS CORP: 3Q Results Conference Call On The Net Today

EERIE WORLD: New York Court Fixes Deember 8 Claims Bar Date
FALLON COMMUNITY: S&P Lowers Financial Strength Rating to Bpi
FINE AIR: Court Approves $55 Million DIP Credit Facility
FINOVA GROUP: Holding 3rd Quarter Conference Call at 10 A.M. Today
FIRST WAVE: Moody's Junks Debt Ratings & Says Outlook is Negative

GENERAL CHEMICAL: Moody's Places Ratings on Review for Downgrade
GLENOIT CORP: Needs 30 More Days to File Schedules & Statements
GREATE BAY: 3rd Quarter Results Show Increased Income & Revenues
GWI INC: Court Establishes December 4 General Claims Bar Date
LOEWEN GROUP: Selling Two Texas Funeral Homes For $300,000

MAXICARE HEALTH: Reports $7.8 Million Loss in Third Quarter
MIDWEST INDEPENDENT: S&P Revises Outlook from Stable to Negative
MULTICARE AMC: Creditors Must File Proofs of Claim by Dec. 19
OWENS CORNING: $500MM Dip Financing Pact Up For Approval Tomorrow
PACIFICARE HEALTH: Reports $5.2 Million of Net Income in the 3Q

PAGING NETWORK: Arch Wireless Closes Merger Deal
PHILIP SERVICES: 3Q Results Says Company Achieving Key Objectives
PICUS COMMUNICATIONS: 12,500 Customers To Seek Service Elsewhere
RECOM MANAGED SYSTEMS: California Court Confirms Debtors' Plan
RECYCLING INDUSTRIES: Debtors' Plan Goes to Confirmation on Dec. 4

RELIANCE GROUP: Holders Extends Payment Deadline on $237.5MM Debt
SABRATEK CORP.: Requests that Co-Exclusive Period Run to Jan. 15
SHOPKO STORES: Moody's Reviewing Long-Term Ratings for Downgrade
SOLUTIONS MEDIA: San Diego Firm Files for Chapter 7 Liquidation
VALUE AMERICA: Merisel Inc. Completes $2.3MM Asset Acquisition

VIDEO CITY: Official Meeting of Creditors Scheduled for Dec. 7

                           *********

AMERICAN FINANCIAL: S&P's Negative Outlook Continues Over Chiquita
------------------------------------------------------------------
Standard & Poor's commented on American Financial Group Inc. (AFG)
following AFG's release of its third-quarter results. Standard &
Poor's outlook on AFG and related entities has been negative since
Aug. 2, 2000.

In the third quarter of 2000, AFG continued to report worse-than-
expected operating results, which were caused mostly by continued
poor underwriting experience at its property/casualty subsidiaries
and losses related to the group's holdings in Chiquita Brands
International Inc. (Chiquita).  This lead AFG to report a $22.1
million net loss, which followed weak second-quarter net earnings
of $16.3 million.

AFG's property/casualty businesses reported a 114% combined ratio
for the third quarter, which is a significant increase over the
101.7% level in the same period in 1999 and close to an 8-point
deterioration from the 106.8% level in the second quarter of 2000.
Among the main drivers behind the deterioration are a $35 million
pretax reserve strengthening taken by the group in its California
workers' compensation business, which represents 5.3 points in the
combined ratio, as well as the continuing effect of rate
inadequacies and higher loss costs in AFG's automobile book.
Although management is taking significant action to increase rates
in these lines of business, Standard & Poor's does not expect any
meaningful improvement in the combined ratio for these lines in
the next few quarters.

With year-to-date consolidated net earnings of $38.9 million as of
Sept. 30, 2000 (including special litigation charges of $23.3
million), versus $126.7 million for the same period in 1999,
Standard & Poor's expects AFG's fixed-charge coverage to be
significantly diminished in 2000.

Prospectively, management's ability to improve operating margins,
maintain adequate reserves, and curtail losses related to Chiquita
will be key factors supporting the ratings on AFG. In addition,
financial leverage at the holding company is modestly higher than
expectations. Standard & Poor's is reviewing each of these areas
and will provide updates on the status of the ratings as deemed
necessary.


AMERICAN PAD: Requests 3rd Extension To Assume & Reject Leases
--------------------------------------------------------------
The debtors, American Pad & Paper Company, and its affiliated
debtors, seek a third order extending the time within which the
debtors may assume or reject unexpired leases of nonresidential
real property pursuant to Section 365(d)(4) of the Bankruptcy
Code.

A hearing will be held before the Honorable Roderick R. McKelvie,
US District Judge, US District Court, Delaware, on November 16,
2000 at 10:00 AM.

During the first eight months of the case, the debtors have been
required to devote significant time and resources to the
stabilization of the debtors' business operations and the dale of
the debtors' operating division, leaving insufficient time to
evaluate the leases. Some of the leases relate to divisions that
are in the process of being sold. The purchasers of the assets
will make an initial determination as to which contract they wish
to assume and then the debtors will need to assess the remaining
leases to make an assumption or rejection decision. This process
is underway, but not yet completed. The debtors seek entry of an
order pursuant to section 365(d)(4) extending the time within
which the debtors may assume or reject the lease through January
31, 2001.

The debtors request that the court enter an order extending the
prime pursuant to section 365(d)(4)of the Bankruptcy Code within
which debtors may assume or reject the leases until January 31,
2001.


APPLE ORTHODONTIX: Asks for Exclusive Period Extension to Jan. 29
-----------------------------------------------------------------
Apple Orthodontix, Inc. seeks entry of an order extending the
exclusive periods during which the debtor may file a
reorganization plan and solicit acceptances of such plan.

The debtor claims that it is in the process of finalizing a
consensual plan that it expects to file shortly. However, out of
an abundance of caution, the debtor seeks the entry of an order
extending the Exclusive Periods for 60 days. If this motion is
granted, the debtor's plan proposal period would run through and
include January 29, 2001 and the Solicitation Period would run
through and including March 30, 2001.

Since the commencement of the case, the debtor has rejected 10
unexpired nonresidential real property leases, and has negotiated
for a new sublease for its corporate headquarters with a reduced
rent. The debtor's management has reviewed its rights and
obligations under the various Service Agreements, and the debtor's
management has expended many hours in written and telephone
negotiations with representatives from the various Affiliated
Practices to ensure compliance with the Service Agreements. And in
some 16 cases, the debtor commenced litigation to compel
compliance with the Service Agreements. The debtor is also
defending an action commenced by a group of Canadian
orthodontists, seeking a declaration that their Service agreements
and non-competition agreements are terminated, as well as the
right to purchase certain assets. AS of the date of this motion,
six affiliated practices, aggregating approximately $4.3 million
paid to the debtor's estate have affiliated with Orthodontic
Centers of America. Settlements aggregating approximately $7.2
million have been negotiated for a buyout of the affiliated
Practice obligations. The debtor is optimistic that negotiations
with the remaining affiliated practices will be completed within
60 days. Therefore, the debtor seeks extension of exclusive
periods.


BMJ MEDICAL: Confirmation Hearing Scheduled for December 6
----------------------------------------------------------
A hearing on the adequacy of the Disclosure Hearing in the case of
BMJ Medical Management, Inc., et al., was held on October 26, 2000
to pave the way for creditors to vote on whether they will accept
or reject the Company's amended joint plan of liquidation.

The court ordered and found that the Disclosure Statement contains
adequate information within the meaning of section 1125 of the
Bankruptcy Code. The hearing on confirmation of the plan is
scheduled for December 6, 2000 at 2:00 PM Eastern Time, before the
Honorable Mary F. Walrath, US Bankruptcy Court, District of
Delaware. Objections to confirmation of the plan must be filed
with the Clerk of the Bankruptcy Court no later than 4:00 PM,
November 28, 2000.


BROADCASTAMERICA.COM: Internet Broadcaster Files for Chapter 11
---------------------------------------------------------------
BroadcastAmerica.com filed for bankruptcy protection under Chapter
11, The Associated Press reports.  President John Brier said that
due to the decreasing financial market, the venture capital has
been sucked dry. According to documents filed in the U.S.
Bankruptcy court, the company stated that it needs $394,160 for
its payroll. As part of its pending merger with New Jersey-based
SurferNetwork.com, BroadcastAmerica.com will get a loan of up to
$1 million. SurferNetwork will set up about $7 million in longer-
term funding by Dec. 1. The deal allows SurferNetwork to have 50
percent stake and the right to name 4 of the 7 board members.

The 2-year-old BroadcastAmerica transmits 750 radio and 70
television stations over the Internet. The company has 95
employees and SurferNetwork has 20. SurferNetwork, a year-old
online marketing and radio company, whose technology enables web-
based broadcasters to pinpoint advertising specific audiences.


CAREMATRIX CORP: Case Summary and 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: CareMatrix Corporation
        197 First Avenue
        Needham, MA 02494

Affiliate: CareMatrix Corporation
           CareMatrix of Massachusetts, Inc.
           CMD Securities Corporation
           CMX Leasing Co.
           CareMatrix of Amber Lights, Inc.
           CareMatrix of Amethyst Arbor, Inc.
           CareMatrix of Emerald Springs, Inc.
           CareMatrix of Desert Amethyst, Inc.
           CareMatrix of the Inn at the Amethyst, Inc.
           CareMatrix of Darien, Inc.
           Carematrix of Westfield Court, Inc.
           CareMatrix of Avon, Inc.
           CareMatrix of Woodbridge, Inc.
           CareMatrix of Milford, Inc.
           CareMatrix of Hamden, Inc
           CareMatrix of Ridgefield (SNF), Inc.
           CareMatrix of Orange, Inc.
           CareMatrix of Jensen Beach, Inc.
           Bailey Retirement Center, L.P.
           Bailey Retirement Center GP, LLC
           CareMatrix of Lauderhill I, Inc.
           CareMatrix of Palm Beach Gardens (SNF), Inc.
           CareMatrix of ARI, Inc.
           CCC of Maryland, Inc.
           CCC of Maryland, L.P.
           CCC of Maryland GP, LLC
           CareMatrix of Needham, Inc.
           Stan/Oak Development Corp.
           CareMatrix of Dedham, Inc.
           Standish Lakes Region Villages, Inc.
           AMA New Jersey Development, Inc.
           CareMatrix of Princeton (SNF), Inc.
           CareMatrix of Princeton (ALF), Inc.
           CareMatrix of Princeton, Inc.
           CareMatrix of Edgewater, Inc.
           ALANDCO Development Corporation
           Westbury Home Operating Company, L.P.
           Westbury Home Operating Company GP, LLC
           Island Manor Operating Company, L.P.
           Island Manor Operating Company GP, LLC
           The Island Community for Seniors Operating Company, LP
           The Island Community for Seniors Operating Company,
              GP, LLC
           Shirlbart Real Estate Operating Company, L.P.
           Shirlbart Real Estate Operating Comapny, GP, LLC
           South Shore Associates, L.P.
           South Shore Associates GP, LLC
           Seniorland Company, LLC
           Seniorcare Group, LTD
           Dominion Village at Williamsburg, L.P.
           Dominion Village of Williamsburg GP, LLC
           Dominion Village of Poquoson, L.P.
           Dominion Village of Poquoson GP, LLC
           Dominion Village of Chesapeake, L.P.
           Dominion Village of Chesapeake GP, LLC
           Bailey Retirement Center, Inc.
           CareMatrix of North Haven, Inc.
           CareMatrix of Dominion Village at Chesapeake, Inc.
           CareMatrix of Dominion Village at Poquoson, Inc.
           CareMatrix of Dominion Village at Williamsburg, Inc.
           CareMatrix of Park Ridge (SNF), Inc.
           Careplex of Homestead, Inc.
           Careplex of Miami Shores, Inc.
           CareMatrix of Annapolis, Inc.
           Careplex of Cragganmore, Inc.
           Lowry Village, Inc.
           CareMatrix of Palm Beach, Inc.
           CareMatrix of Lauderhill II, Inc.
           CareMatrix of Ridgefield (ALF), Inc.
           CareMatrix of Sahara Lakes, Inc.
           CareMatrix of Clearfield, Inc.
           Piedmont Villages, Inc.
           Dominion Villages, Inc.
           CareMatrix of Piedmont Village at Newton, Inc.
           CareMatrix of Piedmont Village at Statesville, Inc.
           CareMatrix of Piedmont Village at Yadkinville, Inc.
           Bailey Retirement Center (DE), Inc.
           Westbury Home Operating Company, LLC
           Island Manor Operating Company, LLC
           The Islandia Community for Seniors Operating
              Company, LLC
           Shirlbart Real Estate Operating Company, LLC
           South Shore Associates, LLC
           Lakes Region Villages, LLC
           Lowry Village Limited Partnership

Type of Business: CareMatrix Corporation and its various
                  affiliated debtor subsidiaries are providers of
                  assisted living and other long-term care
                  services to the elderly.

Chapter 11 Petition Date: November 9, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-04159

Debtor's Counsel: Paul D. Moore, Esq.
                  Duane, Morris & Heckscher LLP
                  One International Place, 14th Floor
                  Boston, MA 02110-2600
                  (617) 598-3100

Total Assets: $ 228,655,607
Total Debts : $ 119,031,714

20 Largest Unsecured Creditors:

State Street Bank & Trust
Company, Trustee
Corporate Trust Department
LCC6
John Brennan
2 Avenue deLafayette
Boston, MA 02111
(617) 662-1768                                       $ 115,000,000

Robert Kaplan, Deborah-Kaplan
Brooks, Barton Kaplan & Edward
Kaplan
c/o RK Associates
400 Post Avenue
Suite 201A
Westbury, NY 11590
(516) 865-8080                                         $ 9,900,000

Blanton Construction Company
c/o McNamara, Goldsmith &
Jackson
33 N. Stone Avenue, Suite 1410
Tucson, AZ 87501
(520) 624-0126                                         $ 5,400,000

Paine Webber Incorporated
Anne Kavanaugh
1285 Avenue of the Americas
New York, NY 10019
(212) 713-2000                                         $ 4,100,000

Mariner Health Resources, Inc.
and Prism Rehab Systems, Inc.
Colin Zick
Foley, Hoag & Eliot
One Post Office Square
Boston, MA 02109
(617) 832-1000                                         $ 3,500,000

Corporate Real Estate Capital
Daniel Carragner
c/o Day, Berry & Howard
260 Franklin Street
Boston, MA 02109
(617) 345-4600                                         $ 1,700,000

CitiBank, NA
Vita Cusumano
909 Third Avenue
22nd Floor
New York, NY 10043
(212) 559-7812                                         $ 1,192,000

Harold Nash
50 Skyline Circle
Canton, MA 02021
(781) 828-7206                                           $ 626,000

Comscript, Inc.
Margaret L. Cooper, Esq
Jones, Jones, Foster,
Johnston & Stubbs, P.A.
Flagler Center
Suite 1100
303 South Flagler Drive
West Palm Beach, FL 33401
(561) 491-9300                                           $ 407,000

Richard Bowen & Associates
13000 Shaker Boulevard
Cleveland, Ohio 44120
(216) 491-9300                                           $ 334,464

Care4 LP
David S. Sager
Pitney, Hardin, Kipp &
Szuch, LLP
200 Campus Drive
Florham Park, NJ 07932                                   $ 296,000

Moore Stephens Frost
Hopkins Law Firm                                        $ 171,162

Ropes & Gray                                             $ 158,000

Express Scripts                                          $ 155,000

Treffinger Walz Macleod                                  $ 121,282

Robert McGowan                                           $ 120,000

John Manning                                             $ 120,000

Malcolm Nichols                                          $ 120,000

Twin Med, Inc.                                           $ 109,848

Pricewaterhouse Coopers, LLP                              $ 71,435


COLORADO GREENHOUSE: Retains Arthur Andersen as Accountants
--------------------------------------------------------
Effective October 26, 2000, Colorado Greenhouse Holdings Inc., and
affiliated debtors are authorized to employ Arthur Andersen LLP as
its accountant in this case. The Honorable Marcia S. Krieger,
Chief Judge entered the order, dated November 1, 2000, US
Bankruptcy Court, District of Colorado.


COMMERCIAL FINANCIAL: Solicitation Period Extended to March 2
-------------------------------------------------------------
By order entered on November 1, 2000, US Bankruptcy Court,
Northern District of Oklahoma, the court approved the eighth
motion to extend exclusivity. The exclusive periods for CFS and
NGU to solicit acceptances to their plans of reorganization are
extended through and including March 2, 2001.


CONNECTICARE INC: S&P Affirms CCCpi Financial Strength Rating
-------------------------------------------------------------
Standard & Poor's has affirmed its triple-'Cpi' financial strength
rating on ConnectiCare Inc., based on the HMO's very weak risk-
based capitalization and marginal earnings.

This for-profit HMO, based in Farmington, Conn., reorganized
effective July 1, 1999, after gaining regulatory approval from the
Connecticut Attorney General and the Connecticut Department of
Insurance.

Major Rating Factors:

   -- The company's risk-based capitalization is very weak, as
      indicated by a Standard & Poor's capital adequacy ratio of
      41.9% at year-end 1999.

   -- Earnings are marginal, as measured by a Standard & Poor's
      earnings adequacy ratio of 62%, based on financial
      statements for the five years up to and including 1999.

   -- Liquidity is marginal, with a Standard & Poor's liquidity
      ratio of 109% at year-end 1999


CORRECTIONS CORP: 3Q Results Conference Call On The Net Today
-------------------------------------------------------------
Corrections Corporation (NYSE:CXW) will provide an on-line, real-
time Web-cast and rebroadcast of its third quarter results
conference call to be held today.

The live broadcast of Corrections Corporation's conference call
will be available on-line at www.streetevents.com on November 14,
2000, beginning at 10:30 a.m. (eastern time). The on-line replay
will follow immediately and continue for 30 days.

CCA and its affiliated companies are the nation's largest provider
of detention and corrections services to governmental agencies.
The company is the industry leader in private sector corrections
with approximately 68,000 beds in 75 facilities under contract or
under development and ownership of 45 facilities in the United
States, Puerto Rico and the United Kingdom. CCA's full range of
services includes design, construction, ownership, renovation and
management of new or existing jails and prisons, as well as long
distance inmate transportation services.

CCA has recently completed a series of previously announced
restructuring transactions that included, among other things, the
merger of the company with its primary tenant. In connection with
the merger, the company, formerly known as Prison Realty Trust,
Inc., changed its name to Corrections Corporation of America.


EERIE WORLD: New York Court Fixes Deember 8 Claims Bar Date
-----------------------------------------------------------
The US Bankruptcy Court for the Southern District of New York
entered an order on October 27, 2000 requiring all proofs of claim
in the case of Eerie World Entertainment, LLC, et al. be filed on
or before December 8, 2000 at 5:00 PM with the clerk of the
Bankruptcy Court, US Bankruptcy Court, Southern District of New
York, One Bowling Green, New York, New York. The debtors'
Schedules are available for inspection at the Court's Internet
website http://www.nysb.uscourts.govand at the office of the  
clerk of the Bankruptcy Court.


FALLON COMMUNITY: S&P Lowers Financial Strength Rating to Bpi
-------------------------------------------------------------
Standard & Poor's has lowered its financial strength rating on
Fallon Community Health Plan Inc. (FCHP) to single-'Bpi' from
double-'Bpi'.

This rating action reflects the HMO's marginal risk-based
capitalization and very weak earnings, offset by its good
liquidity. FCHP, headquartered in Worcester, Mass., is a not-for-
profit, licensed HMO in Massachusetts.

Major Rating Factors:

   -- FCHP's risk-based capitalization is marginal, as measured by
      a Standard & Poor's capital adequacy ratio of 70.5% at year-
      end 1999.

   -- The company's operating performance has been very weak for
      the last three years, with net underwriting losses of $23.4
      million, $26.7 million, and $3.8 million in 1999, 1998, and
      1997, respectively.

   -- Liquidity is good, with a Standard & Poor's liquidity ratio
      of 153.4% at year-end 1999.


FINE AIR: Court Approves $55 Million DIP Credit Facility
--------------------------------------------------------
Fine Air Services Corp. announced that it has obtained final
approval for a two-year $55 million line of secured financing from
Banc of America, its current lending institution. The credit
facility was approved today by U.S. Bankruptcy Judge A. Jay
Cristol in Miami, where Fine Air and its subsidiaries, including
Arrow Air, have been operating under the protection of the
Bankruptcy Court since filing petitions for Chapter 11
reorganization on September 27, 2000. This credit facility ensures
that Fine Air will have substantial financial resources during the
entire reorganization process.

"This financing reassures that we will seamlessly continue to
provide our services to Latin America and the Caribbean, and
retain our position as the largest scheduled air cargo carrier of
international freight operating out of Miami International
Airport. We are confident that with the help of the Court
and our creditors, we will be able to fashion a solution which
will benefit everyone including our employees, our customers, our
vendors, our community, and our lending institutions," said Barry
H. Fine, the Company's President and Chief Executive Officer.

The Company cited skyrocketing fuel prices and an economic
downturn in Latin America over the past two years as the major
causes of its present financial situation. Since 1994, the Company
has been the largest air cargo carrier serving Miami International
Airport, based on tons of international freight transported to and
from that airport. The Company's services include:

   (i)   integrated air and truck cargo transportation and other
          logistics services;

   (ii)  long- and short-term ACMI (aircraft, crew, maintenance
          and insurance) services and ad hoc charters; and

   (iii) third party aircraft and engine maintenance, repairs and
          overhauls, training and other services.

The Company's scheduled cargo services provide seamless
transportation through its Miami International Airport hub,
linking North America, Europe, Asia and the Pacific Rim with 28
South and Central American and Caribbean cities. The Company's
customers include international and domestic freight forwarders,
integrated carriers, passenger and cargo airlines, major shippers
and the United States Postal Service.


FINOVA GROUP: Holding 3rd Quarter Conference Call at 10 A.M. Today
------------------------------------------------------------------
The FINOVA Group Inc. (NYSE: FNV) will release third quarter
results on Tuesday, November 14, 2000. There will be a live
conference call at 10:00 A.M.  (EST).  The call may be accessed in
a listen-only mode via webcast at http://www.finova.com. The  
webcast will be available for replay until 5:00 P.M (EST) on
Friday, November 17.

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.


FIRST WAVE: Moody's Junks Debt Ratings & Says Outlook is Negative
-----------------------------------------------------------------
Moody's Investor's Service downgraded to Caa1 from B3 First Wave
Marine, Inc.'s $90 million of 11% senior unsecured notes due 2008
and its senior implied rating, and downgraded to Caa2 from Caa1
its senior unsecured issuer rating. A negative outlook was
assigned to the original B3 rating when the notes were launched in
February 1998. The negative outlook evolved to the current
downgrade. The notes are guaranteed on a senior unsecured basis by
restricted subsidiaries and are effectively subordinated to senior
secured debt. At the time of issue, about $9 million of cash for
coupon payments was placed in escrow and this was since applied to
coupon payments.

The outlook will remain negative pending further review of First
Wave's financial capacity to meet its $4.95 million February 2001
coupon payment and the nature of any remedies pursued. During
2000, activity has not picked up for First Wave's shipyards
sufficiently to strengthen liquidity to levels needed to assure
coupon coverage. Additionally, in the event First Wave raises
liquidity from secured debt to enable it to meet its coupon
payment, the notes would become further effectively subordinated.

September 30, 2000 results will soon be released. But second
quarter and first-half operating results were modestly positive,
with second quarter EBITDA of $1.8 million and first half EBITDA
of $4.1 million. But cash has declined $7 million since year-end
1999 to $1.3 million on June 30, 2000. Payables declined in first
half 2000, consuming $5 million of liquidity, and receivables
rose, consuming another $1.1 million, and net cash from operations
and working capital changes was a negative $5.4 million. The last
coupon payment consumed another $4.95 million in cash, and first-
half capex consumed another $1.3 million.

On June 30, 2000, First Wave had $1.3 million of cash, $13.8
million in receivables, $7.9 million in payables and accruals,
$14.7 million of goodwill and other intangibles, $114 million in
total assets, $6.8 million of long-term obligations and capital
leases, $96.3 million of debt, and negative net worth of $6.8
million.

First Wave built its shipyard business through leveraged
acquisitions in the latter phase of the last up-cycle and on the
eve of an oil price collapse of near historic dimensions. The
subsequent sector collapse cut oil and gas sector related activity
sharply, catching First Wave in a highly leveraged position. The
nature of oil and gas sector related activity is that it
significantly lags the subsequent up-cycle recovery. Compounding
the problem, the severity of the last down-cycle seems to have
altered traditional up-cycle spending patterns. Spending during
this up-cycle for marine oil service vessels has lagged the
exploration and production sector's recovery in cash flow more
than in the past due to continued general spending restraint and
some shifting in spending priorities within the upstream sector.

The original note proceeds were used as follows: $9mm to fund
escrow of one-year's note interest; $26mm to repay bank debt;
$19mm to acquire JM Bludworth; and $24mm-$28mm to expand the idle
East Pelican Island shipyard.

First Wave Marine, Inc. is headquartered in Houston, Texas. Since
1994, the company has been a consolidator of shipyard capacity in
the Houston/Galveston Bay area, serving the inland waterway and
offshore oil sector vessel fleets.


GENERAL CHEMICAL: Moody's Places Ratings on Review for Downgrade
----------------------------------------------------------------
Moody's Investors Service placed the ratings of General Chemical
Industrial Products Inc. on review for possible downgrade.

The rating action is prompted by our expectation that the
company's earnings, which are already adversely affected by low
soda ash prices, will be significantly affected in the near-term
by high energy costs. For the third quarter ended September 30,
2000, the company has announced net operating income (EBIT) of
$1.2 million. Because of lower anticipated earnings, Moody's
expects that the company will enter into discussions with its
lenders concerning an amendment to its credit facility. We
understand that the company currently has approximately $35
million available under its revolving credit facility and cash of
about $32 million.

Ratings placed under review for possible downgrade:

   a) Senior Implied, B1

   b) Senior Unsecured Issuer Rating, B2

   c) $85 million senior secured revolving credit facility, due
       2005, B1

   d) $100 million senior subordinated notes, due 2009, B3

General Chemical Industrial Products Inc., headquartered in
Hampton, New Hampshire, is a producer of soda ash and calcium
chloride.


GLENOIT CORP: Needs 30 More Days to File Schedules & Statements
---------------------------------------------------------------
Glenoit Corporation and its affiliates seek an additional thirty
days to file their schedules of assets and liabilities and
statements of financial affairs.

No creditor's committee has yet been appointed in these cases.
However, prior to the Petition Date, the debtors had engaged in
substantial negotiations with an unofficial committee of holders
of Glenoit Corporations' 11% Senior Subordinated Notes. The
debtors filed these cases with the intention of confirming their
First Amended Joint Prepackaged Plan of Reorganization in early
October. The court granted a conditional waiver of the requirement
of filling their schedules and statement.

The debtors are not yet in a position to confirm the First Amended
Prepackaged Plan. The debtors believe it is prudent to file their
schedules and statements, but because the debtors' management and
professionals were working toward confirmation during the first
two months of the case, the debtors claim that they will need an
additional thirty days to prepare the Schedules and Statements.


GREATE BAY: 3rd Quarter Results Show Increased Income & Revenues
----------------------------------------------------------------
Greate Bay Casino Corporation (OTC Bulletin Board: GEAAQ) reported
income from operations of $634,000 for the third quarter of 2000
compared to a loss from operations of $571,000 for the third
quarter of 1999. Revenues for the third quarter of 2000 amounted
to $4.6 million compared to revenues of $1.6 million for the third
quarter of 1999.

The increases in revenues and income from operations were
attributable to an increase in software installation revenues at
Advanced Casino Systems Corporation, the Company's sole remaining
operating subsidiary.

For the nine months ended September 30, 2000, the Company reported
a loss from operations of $227,000 on revenues of $9.5 million
compared to a loss from operations of $1.2 million on revenues of
$5.7 million for the comparable nine months of 1999.

The net loss from all sources amounted to $1.2 million ($0.22 per
share) for the third quarter of 2000, and $5.2 million ($1.01 per
share) for the nine months ended September 30, 2000 compared to a
net loss of $1.9 million ($0.37 per share) and net income of $79.2
million ($15.27 per share) for the comparable three and nine
months ended September 30, 1999, respectively.

The results for the nine months ended September 30, 1999 were due
to a one time non-cash credit of $86.1 million resulting from
elimination of the Company's negative equity in Pratt Casino
Corporation when Pratt Casino corporation and its subsidiaries
filed for Chapter 11 protection in May 1999 as part of a
prenegotiated plan of reorganization. The reorganization, which
was consummated in October 1999, eliminated ownership and
operating control of these entities by Greate Bay.

Greate Bay had outstanding indebtedness to Hollywood Casino
Corporation of $55.3 million on September 30, 2000 including $10.2
million in demand notes and accrued interest. Because the
operations of Advanced Casino Systems Corporation do not generate
sufficient cash flow to provide debt service on the Hollywood
obligations, Greate Bay is insolvent. Accordingly, Greate Bay is
currently negotiating with Hollywood to restructure its
obligations and, in that connection, has entered into a standstill
agreement with Hollywood. Under the standstill agreement all
payments of principal and interest from March 1, 2000 through
December 1, 2000 with respect to a note due from Hollywood, have
been deferred until January 1, 2001, in consideration of
Hollywood's agreement not to demand payment of principal or
interest on the demand notes owed by Greate Bay.

The fair market value of Greate Bay's assets is substantially less
than its existing obligations to Hollywood. Accordingly,
management anticipates that any restructuring of Greate Bay's
obligations will result in the conveyance of all of its assets (or
the proceeds from the sale of its assets) to Hollywood, resulting
in no cash or other assets remaining available for distribution to
the Company's shareholders. Any restructuring of Greate Bay's
obligations, consensual or otherwise, will require the Company to
file for protection under federal bankruptcy laws and will
ultimately result in liquidation of the Company.


GWI INC: Court Establishes December 4 General Claims Bar Date
-------------------------------------------------------------
The US Bankruptcy Court, District of Delaware, entered an order on
November 2, 2000 establishing December 4, 2000 as the general
claims bar date in the chapter 11 cases of GWI, Inc., and its
affiliated debtors. Attorneys for the debtors are Skadden Arps,
Slate, Meagher & Flom (New York and Delaware).


LOEWEN GROUP: Selling Two Texas Funeral Homes For $300,000
-----------------------------------------------------------
As part of The Loewen Group, Inc.'s on-going Disposition Program,
Ceredo Mortuary Chapel, Inc. and other Selling Debtors seek the
Court's authority to sell respectively, Virgil Wilson Funeral Home
(No. 2963) and Garza-Elizondo Funeral Home (No. 2798), both in
Texas, and related assets, clear of liens, claims and
encumbrances, and to assume and assign related unexpired leases
and contracts such as equipment,
supplies and service contracts.

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

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

In accordance with the Net Asset Sale Proceeds Procedures, the
Debtors will use the proceeds generated to repay any outstanding
balances under the Replacement DIP Facility and deposit the net
proceeds into an account maintained by LGII at First Union
National Bank for investment, pending ultimate distribution on
court order. Funds necessary to pay bona fide direct costs of a
sale may be paid from the account without further order of the
Court. The deposit will not include the portion of the Purchase
Price allocated to Neweol under the Neweol Purchase Agreement with
respect to accounts receivables. The amount of such portion will
be determined prior to closing and will be paid to Neweol. (Loewen
Bankruptcy News, Issue No. 29; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


MAXICARE HEALTH: Reports $7.8 Million Loss in Third Quarter
-----------------------------------------------------------
Maxicare Health Plans Inc. (Nasdaq:MAXI) (Maxicare) reported
financial results for the three and nine months ended September
30, 2000.

For the third quarter of 2000, the company reported a net loss of
$7.8 million, or $0.42 per share, compared with net income of $1.3
million, or $0.07 per share, for the third quarter of 1999. Third
quarter 2000 results reflect a $2.5 million charge for losses
associated with certain of the company's capitated provider
arrangements.

Total premium revenues increased 1.8 percent to $179.9 million,
compared with $176.7 million in the third quarter of 1999.
Commercial premiums from current operations for the quarter
increased 6.6 percent to $104.3 million, compared with $97.9
million last year. Additionally, the average commercial premium
per member per month from current operations rose 7.6 percent in
the quarter.

Medicaid premiums from current operations decreased $4.0 million
to $44.0 million due to a decrease in membership offset in part by
a 9.0 percent increase in the average Medicaid premium per member
per month. Medicare premiums from current operations for the
quarter increased 24.8 percent to $29.4 million, primarily as a
result of membership growth in California.

The company continues to increase staffing and improve operations
as part of its rebuilding efforts. Marketing, general and
administrative (MG&A) expenses increased 27 percent to $19.6
million, compared with $15.4 million in the third quarter of 1999.

These MG&A expenses included $1.3 million of professional services
costs related to the company's initiatives to improve its
information systems. Thus, MG&A expenses, as a percentage of total
premium revenues, increased to 10.9 percent, compared with 8.7
percent for the third quarter of 1999.

The medical loss ratio (MLR) for the quarter was 92.9 percent,
which compares with 91.2 percent in the prior-year third quarter.
For the nine months ended September 30, 2000, the company reported
a net loss of $12.4 million, or $0.68 per share, reflecting a $4.5
million charge for losses associated with certain of the company's
capitated provider arrangements.

During the comparable 1999 period, the net loss was $5.4 million,
or $0.30 per share, which included an $8.5 million charge for loss
contracts and management settlement costs, as well as $4.1 million
in other income related to settlement in a Medicaid managed care
program.

Total premium revenues for the first nine months of 2000 increased
4.5 percent to $549.1 million, largely due to increases in
commercial and Medicare premium revenues partially offset by a
decrease in Medicaid premium revenues.

MG&A expenses increased 15.2 percent to $54.2 million for the 2000
nine-month period, compared with $47.1 million last year. MG&A
expenses as a percentage of premium revenues increased to 9.9
percent, compared with 9.0 percent for the prior-year period. The
MLR for the nine months ended September 30, 2000 was 92.2 percent,
compared with 91.8 percent for the comparable 1999 period.

"Maxicare is now six months into our two-year Renaissance Project,
a comprehensive undertaking designed to revitalize the company.
After exiting unprofitable businesses and markets, the company is
now solely focused on building a profitable presence in California
and in Indiana," commented Paul Dupee, Maxicare's chief executive
officer. "Our current operational initiatives are building the
foundation for our turnaround."

Dupee continued: "With our new executive team in place and an
improved cash position bolstered by $30 million raised from two
recent financings, we are proceeding to implement a business plan
designed to achieve profitability. This includes working with the
TriZetto Group to implement a comprehensive, best-of-class
technology upgrade and other initiatives aimed at improving
operational efficiencies.

"As we continue to refine our business focus and implement our
operational initiatives, we expect to see improvements in our
medical loss ratio over the next two years."

TCR reported previously on Maxicare announcing that it has entered
into agreements for the sale in a private placement of 8.1 million
shares of its common stock at $1.00 per share with certain
qualified institutional buyers and highly accredited institutional
investors.

Maxicare Health Plans is a managed healthcare company with
operations in California and Indiana. These health plans currently
have approximately 418,000 members. The company also offers
various employee benefit packages through its Maxicare Life and
Health Insurance Co. and Health America Corp. subsidiaries.


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
members.

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
factors.

OUTLOOK: NEGATIVE

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


MULTICARE AMC: Creditors Must File Proofs of Claim by Dec. 19
-------------------------------------------------------------
The US Bankruptcy Court, District of Delaware, entered an order on
October 23, 2000 requiring all creditors of the debtors to file,
on or before 4:00 PM, December 19, 2000, a completed and executed
proof of claim form against any of the debtors with certain listed
exceptions.


OWENS CORNING: $500MM Dip Financing Pact Up For Approval Tomorrow
-----------------------------------------------------------------
Availability of credit under a Post-Petition Financing Facility
"should instill confidence in vendors and suppliers and encourage
them to continue to extend credit to the Debtors," Owens Corning's
legal team tells Judge Walrath, and "that will lead to a
successful Chapter 11 reorganization." Based on that statement,
Owens Corning presents Judge Walrath with a $500,000,000 debtor-
in-possession financing package arranged by Bank of America N.A.
for her consideration.

The Debtors relate that they approached three lenders in
contemplation of these chapter 11 cases: Bank of America, The
Chase Manhattan Bank, and Credit Suisse First Boston. None of the
three would extend an unsecured line of credit. After "vigorous
and lengthy, arm's-length, and good faith negotiations," BofA
presented the best DIP Financing proposal.

Through mid-November, 2002, the DIP Financing Facility provides
the Debtors, as joint and several Borrowers, with access to:

   (A) backing for up to $300,000,000 of issued and outstanding
       letter of credit; and

   (B) revolving loans up to the sum of $500,000,000 minus all
       issued and outstanding letters of credit.

All borrowings under the DIP Facility will constitute allowed
super-priority administrative expense claims in each of the
Debtors' Bankruptcy Cases and, pursuant to 11 U.S.C. Sec.
364(c)(1), will have priority over all other administrative
expense claims.

The amount of credit available to the Debtors is equal to:

   (A) the lesser of:

       (1) the $500,000,000 Maximum Revolver Amount; or
  
       (2) the Borrowing Base, which is equal to:

           (a) 85% of the Net Amount of Eligible Accounts; plus

           (b) 65% of Eligible Inventory (meaning saleable and
               located within the United States); plus

           (c) $100,000,000, subject to further adjustments; minus

           (d) a reasonable reserve established by BofA;
    
   minus

   (B) any amounts already outstanding Loan or L/C Obligations.

The Debtors and the DIP Lenders contemplate that funds drawn under
the DIP Facility may be used for working capital and general
corporate purposes.

The DIP Lenders agree to a $5,000,000 Carve-Out of their super-
priority lien for Professional Fees authorized to be paid pursuant
to 11 U.S.C. Secs. 330 and 331 which are incurred by the Debtors
and one Committee and for payment of U.S. Trustee and other fees
pursuant to 28 U.S.C. Sec. 1930.

Interest on amounts borrowed will accrue, at the Debtors' option,
at (i) BofA's Base Rate or (ii) BofA's LIBOR Rate plus 0.75%. In
the event of a default, the interest rate increases by 2%.

In consideration of the financing, the Debtors will pay the DIP
Lenders:

   (1) a $2,500,000 Facility Fee;

   (2) a $2,500,000 Syndication Fee; and

   (3) a $200,000 Administration Fee payable on the Closing Date;
       and

   (4) a $1,000,000 Commitment Fee.

An Unused Line Fee equal to 0.375% per year accrues on all amounts
not borrowed by the Debtors. Letter of Credit fees will accrue at
a rate of 0.25% per year. The Debtors will pay all fees and
expenses incurred by Latham & Watkins (David S. Heller, Esq., and
James W. Doran, Esq., in Chicago) and The Bayard Firm (Neil B.
Glassman, Esq., in Wilmington), BofA's legal counsel.

The Debtors covenant with the DIP Lenders that Consolidated
EBITDAR will be no less than:

      For the Period From                     Minimum EBITDA
      -------------------                     ---------------
   October 1, 2000 to December 31, 2000         $90,000,000
   October 1, 2000 to March 31, 2001           $170,000,000
   October 1, 2000 to June 30, 2001            $270,000,000
   October 1, 2000 to September 30, 2001       $385,000,000
   Fiscal Year ending December 31, 2001        $400,000,000
   Trailing four fiscal quarters ending on
     March 31, 2002 and on the last day
     of each fiscal quarter thereafter         $410,000,000

A Change of Control, meaning acquisition of 50.1% of the Company's
stock, will trigger a default under the DIP Facility, as will
conversion of the Debtors' chapter 11 cases, appointment of a
Trustee or appointment of an Examiner with expanded powers. The
Debtors' cases may be dismissed, provided, however, that the order
of dismissal requires repayment of all DIP Facility Obligations.

BofA indicates that it intends to syndicate the DIP Facility. The
DIP Credit Agreement provides that Eligible Assignees are limited
to financial institutions with more than $1,000,000,000 in assets,
except in the event of a default, in which case the universe of
Eligible Assignees expands to "any Person reasonably acceptable to
[BofA] that is not a direct competitor of Company or any of its
consolidated Subsidiaries." BofA collects a $3,500 processing fee
to handle each assignment of a participation.

A final hearing to consider approval of the DIP Facility is
scheduled before Judge Walrath tomorrow morning, Nov 15, 2000, at
8:30 a.m. EST.  (Owens-Corning Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


PACIFICARE HEALTH: Reports $5.2 Million of Net Income in the 3Q
-----------------------------------------------------------------
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."


PAGING NETWORK: Arch Wireless Closes Merger Deal
------------------------------------------------
Arch Wireless, Inc. (Nasdaq: ARCH) and Paging Network, Inc.
(PageNet) announced completion of their merger, creating one of
the largest two-way wireless Internet messaging and information
companies in North America.

With the merger, which brings together significant assets from
both companies, Arch Wireless has one of the largest and most
reliable wireless networks in the United States with unsurpassed
coverage.  Enhanced resources of the combined company also include
a large customer base comprising more than 13 million messaging
units in service, a nationwide 1,600-person direct sales force,
and established alliances with many leading Internet service and
content providers.

"We are very pleased to complete our merger with PageNet," said C.
Edward Baker, Jr., chief executive officer of Arch Wireless.  
"Together, the combined company is well positioned to leverage
opportunities in the rapidly growing market for two-way wireless
Internet messaging and information.  With a comprehensive two-way
wireless network providing coverage in all 50 states, a strong
presence in all major distribution channels, and millions of
customers throughout the United States, we believe Arch Wireless
now has the assets to successfully compete in the changing world
of wireless services."

Baker added that customers of the merged company will benefit from
Arch's increased capabilities as the company continues to expand
its offerings of reliable and affordable interactive wireless
messaging services.  The merger also will give customers greater
service coverage and enhanced reliability with the consolidation
of the two companies' nationwide networks. "In a period of
dramatic industry change, Arch Wireless is now positioned to
play a prominent role in the wireless data value chain as the
owner of one of the nation's most comprehensive data networks and
one of the largest nationwide providers of wireless services,"
noted Baker. "We believe the PageNet merger, coupled with the
recent repositioning of our business from traditional paging to
two-way messaging and mobile information -- including
wireless email and Internet access -- positions Arch Wireless
exceptionally well to meet growing marketplace demand."

Lyndon R. Daniels, president and chief operating officer of Arch
Wireless, said:  "We are truly excited to complete our merger with
PageNet and begin the integration process.  The combination of
Arch and PageNet creates a solid foundation for growth.  We
believe the consolidated company now has the scale and scope,
along with a unique set of strategic assets and capabilities, to
play a major role in the world of wireless messaging and mobile
information. This is a promising new beginning for team members of
both companies."

Daniels said Arch Wireless is already moving quickly to integrate
operations of the two companies, a process that will take up to 18
months to complete. "While we do not underestimate the challenge
of integrating the two companies," he noted, "we do expect a
smooth integration for our customers." He added that PageNet is
the thirty-fifth acquisition Arch Wireless has undertaken since
the company was founded in 1986.

Daniels added: "Arch Wireless possesses state-of-the-art
infrastructure that includes a highly efficient ReFLEX(TM) 25
network, Wireless Messaging Engine, and WCTP gateway - powerful
attributes that allow us to provide the broadest coverage for
wireless messaging and data communications nationwide. They also
permit us to develop customized two-way solutions for the
enterprise market, and offer products that interface with services
from such leading Internet companies as America Online and
OracleMobile.

"We're going well beyond traditional messaging to provide
customers with e-mail, Web browsing and other functions typically
associated with a desktop PC - wirelessly," Daniels noted.  "In so
doing, we'll be able to provide comprehensive communications
solutions to our primary customer target - the medium-to-large
enterprise market - by offering an extensive portfolio of two-
way wireless messaging services.  We will also use our newly
expanded resources to develop products that are attractive to the
consumer market, leveraging the ubiquity and popularity of the
Internet."

The combined company, which will retain the name Arch Wireless,
Inc., will be headquartered in Westborough, MA.  Based on third
quarter 2000 pro forma adjusted operating results, the company's
annualized net revenues totaled approximately $1.4 billion and
Earnings Before Interest, Taxes, Amortization and Depreciation
(EBITDA) totaled approximately $400 million.  In addition,
the company expects to generate more than $100 million in cost
synergies and savings as a result of the merger.

              Financial Details of the Transaction

Under terms of the merger, $1.2 billion of PageNet Senior Notes
were converted into Arch Wireless common stock.  In addition,
PageNet stockholders received 0.04796505 shares of Arch Wireless
common stock for each share of PageNet common stock they owned (or
4.796505 shares for each 100 PageNet shares held).  Also, owners
of PageNet's common stock and Senior Notes received approximately
0.03839 shares of Vast Solutions, Inc. (Vast), previously a wholly
owned subsidiary of PageNet, for each share of PageNet common
stock they owned (or approximately 3.839 shares of Vast for each
100 shares of PageNet held). Overall, 60.5% of Vast stock was
distributed to holders of PageNet's Senior Notes, 20.0% to PageNet
stockholders, and 19.5% was retained by Arch Wireless.

J. Roy Pottle, executive vice president and chief financial
officer, said, "We believe our merger with PageNet is an excellent
outcome for our respective constituents and provides Arch Wireless
with an improved capital structure on which to compete."

The combined company will continue to trade on The Nasdaq National
Market under the ticker symbol "ARCH."  With completion of the
transaction, Arch Wireless has 163,150,649 shares of common stock
outstanding.

Arch Wireless, Inc., Westborough, MA, is a leading two-way
wireless Internet messaging and mobile information company with
operations throughout the United States.  The company offers a
full range of wireless messaging services, including wireless e-
mail, two-way mobile data, and paging.  It provides local,
regional and nationwide wireless services to customers in all
50 states, the District of Columbia, Puerto Rico, Canada, Mexico
and in the Caribbean.  Additional information on Arch is available
on the Internet at http://www.arch.com.


PHILIP SERVICES: 3Q Results Says Company Achieving Key Objectives
-----------------------------------------------------------------
Philip Services Corporation (NASDAQ:PSCD) (TSE:PSC) announced its
consolidated financial results for the quarter ended September 30,
2000.  All currency figures are stated in U.S. dollars.  Results
have been presented according to U.S. generally accepted
accounting principles.

"Our third quarter financial results demonstrate measurable
progress towards achieving key business objectives for the year
2000," said Anthony Fernandes, President and Chief Executive
Officer. "These include establishing strong market presence,
increasing our gross margin, decreasing overhead costs and
improving our financial liquidity."

"Each of our business segments had operating results which
generated a substantial improvement over last year, with certain
businesses achieving steady market growth. We have also
established substantial liquidity, in part through more effective
cash management procedures. While our gross margin improvements
and overhead cost reductions have continued into the third
quarter, we are seeking other opportunities to achieve near-term
profitability."

Highlights for the Third Quarter Ended September 30, 2000:

   * Revenue from the Industrial Outsourcing Services, By-Products
     and Specialty Businesses segments for the third quarter 2000
     was $223 million, an increase of 6% compared to revenue in
     the third quarter of 1999, after excluding the effect of the
     closure of certain unprofitable businesses in Europe and the
     United States. Revenue from the Metals Services businesses
     declined approximately $33 million in the third quarter 2000
     compared to the same period last year. This was the result of
     the sale of the UK Metals business, which contributed revenue
     of approximately $21 million in the third quarter of 1999,
     and a 10% decline in ferrous scrap prices in the third
     quarter of 2000.

   * The operating loss from continuing operations for the period
     was $1.6 million, a $14.7 million improvement over the third
     quarter last year. The net loss from continuing operations
     for the third quarter of 2000 was $10.5 million, which
     included $9.8 million in interest expense. This compares to a
     net loss of $80.2 million for the third quarter of 1999,
     including $64 million in reorganization costs and
     professional fees and $0.6 million in interest expense.

   * The gross margin for the third quarter of 2000 was $42.9
     million or 12% of revenue, compared to $33.1 million or 8.6%
     of revenue for the same period last year. The gross margin
     percentage increase reflects the continued consolidation of
     facilities and the closure of unprofitable locations.

   * The Company has maintained substantial liquidity, with
     working capital at September 30, 2000 of approximately $210
     million, a cash balance of $61 million and $175 million in
     working capital financing, of which $75 million has been used
     to support letters of credit. The Company has not needed to
     draw down cash from its working capital facility to support
     its business requirements. Cash generated by continuing
     operating activities in the third quarter 2000 was $28.5
     million compared to a cash usage of $12.5 million in the
     third quarter of 1999. The increase in the Company's cash
     position is the result of improved cash collection activities
     and a volume decrease in the Metals Services business.

   * SG & A costs for the third quarter of 2000 were $33.3 million
     compared to $36.2 million for the same period last year. The
     SG&A costs for the third quarter of 2000 included
     approximately $1.7 million of external costs to support The
     Philip Way, a program to establish an integrated management
     system throughout the Company.

Excluding these costs, SG & A costs declined 13% from the same
period last year, the result of ongoing overhead cost reduction
efforts.

A federal appeals court recently reinstated a shareholder lawsuit
that accused Canadian industrial-services company Philip Services
Corp. and some of its officers, auditors and underwriters of
widespread accounting fraud. 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 Ontario-based Philip
Services filed for Chapter 11 in June 1999. The lawsuit has been
stayed while Philip Services remains in bankruptcy proceedings.


PICUS COMMUNICATIONS: 12,500 Customers To Seek Service Elsewhere
----------------------------------------------------------------
Persuading its 12,500 telephone customers to transfer to new
providers, Picus Communications LLC has filed for Chapter 11 on
Nov. 7 in Norfolk Division, Virginia. "What we want to avoid is
our customers being without a dial tone," said Afsaneh Azar,
Picus' general counsel and director of mergers and acquisitions.
Azar added that Cavalier Communications Inc. and Stickdog Telecom
Group, two phone providers out of Northern Virginia offered Picus
phone customers their systems for free. "We do have a plan in
place that we would like to execute," Azar said. Picus is already
in talks with a buyer to sell its Internet service provider
business.

What triggered Picus' problems, was after a potential investor
delayed its investment in May, Azar said. Having its cash flow
shrink, Picus started laying off its employees in Northern
Virginia and Baltimore. The company that had 250 employees has now
dwindled to 55.


RECOM MANAGED SYSTEMS: California Court Confirms Debtors' Plan
--------------------------------------------------------------
An order was entered by the US Bankruptcy Court, Eastern District
of California on October 26, 2000 confirming the Chapter 11 plan
of Recom Managed Systems, Inc., aka/dba Mt. Olympus Enterprises,
Inc.


RECYCLING INDUSTRIES: Debtors' Plan Goes to Confirmation on Dec. 4
------------------------------------------------------------------
By order entered on October 24, 2000, the Honorable Sidney B.
Brooks, US Bankruptcy Court, District of Colorado, approved the
Disclosure Statement of Recycling Industries, Inc. and affiliated
debtors.

The confirmation hearing is set for December 4, 2000.

According to the plan, one new company, named New Recycling Inc.
will receive and hold all of the debtors' operating assets. The
Reorganized Debtor will enter into a new credit agreement in the
approximate amount of $37.8 million (after working capital
requirements). The cash raised by the Reorganized Debtor from its
new credit facility and the sale of its equity will be used to pay
the DIP Lenders and Lenders, collectively on account of the DIP
Facility Obligations and the Lender Claims, not less than $23.3
million plus certain additional sums.

The second new company, a Delaware limited liability company
referred to as "Excluded Assets LLC" will hold all of the debtors'
non-operating assets. Although a subsidiary of the Reorganized
Debtor, it will be contractually obligated to pay all proceeds of
its assets to the Lenders. The plan proponents understand that the
projected proceeds of the debtors' non-operating assets have from
time to time been estimated at less than $3 million, and those
assets may be sold, in whole or in part, before the plan is
confirmed. If all such assets are sold prior to the confirmation
of the plan, the proceeds thereof will be remitted to the Lenders
and Excluded Assets LLC will not be formed.

A third new company, named "Litigation LLC" will hold all of the
causes of action the debtors' estates have or may have against
non-debtor parties both before and during their bankruptcy cases.
It will be capitalized with $500,000 in cash by the Reorganized
debtor, and will be owned by the Lenders and by unsecured
creditors.

Under the plan, Lender claims, Unsecured Claims and smaller
claims, Unsecured Cash-Out claims, and Old Recycling Preferred and
common stock interests and subordinated claims are all impaired.
Two of the largest remaining disputed cash claims are Brownsville
Navigation District (administrative claim for $875,000) and
Weissman Financial (secured claims in the approximate amount of
$1 million).

The debtors' operating results depend on their ability to
effectively manage the purchase, processing and sale of scrap
metals. The demand for processed ferrous and non-ferrous scrap is
subject to general economic, industry and market-specific
conditions.

According to the Disclosure Statement the plan's securities
involve a high degree of risk. It is anticipated that all of the
securities of the Reorganized Debtor will be held by a few
institutions. Even if every unsecured creditor is eligible to
participate in the rights offering, and does so, the plan
proponents estimate that over 90% of all allowable unsecured
claims are held by two entities; Credit Suisse First Boston
Corporation (a Committee member who holds $92 million in principal
amount of unsecured claims), and Bank of Montreal (a Committee
member who holds $16 million in principal amount of unsecured
claims).

The feasibility of the plan is based on projections that the plan
proponents believe are feasible, however the debtors' businesses
are subject to cyclical and fluctuating market conditions and
there can be no assurance that the performance of the Reorganized
Debtor will meet such projections. The projections reflect an
anticipation of market conditions more favorable than those do
that exist today.

The plan proponents believe that the New Financing Facility to be
provided by Bank of America Commercial Corporation, together with
the Credit Enhancement and Capital Contribution will provide the
Reorganized Debtor with the cash necessary to fund the
Distributions under the plan. The Former Owners Group is providing
a $4 million equity investment to the Reorganized Debtor which
is critical to the plan proponents' ability to implement the plan.
The Former Owners Group will provide ongoing management services
to the reorganized debtor.


RELIANCE GROUP: Holders Extends Payment Deadline on $237.5MM Debt
-----------------------------------------------------------------
As negotiations continue on the fate of Saul Steinberg-controlled
Reliance Group Holdings Inc., the company's debt holders have
agreed to push back a debt deadline, The Wall Street Journal
reports.  Bank debt of $237.5 million for the property-casualty
insurer was already due, after extensions granted in March and
August. But the banks and regulators have agreed to "forbear on
the filing of any bankruptcy," and no further deadline was imposed
for the repayment, according to Stephen Johnson, a deputy
insurance commissioner of Pennsylvania.

Johnson said that intense negotiations are continuing in an effort
to come up with a restructuring plan for the company. Pennsylvania
regulators, who oversee Reliance's insurance subsidiaries because
the largest of them are based in Philadelphia, have had control
over the insurance units' financial transactions since August.
Another $291.5 million is due to bondholders next week.

Reliance, hobbled by too much debt, poor underwriting and bloated
management compensation, is now technically in "runoff" mode, with
claims being paid as they come in and no new policies being sold.
The banks and bondholders have been working together to try to
reach a pact that will keep Reliance from seeking bankruptcy-court
protection, because they would stand in a queue behind the
company's many policyholders and it could be years before they are
repaid. (ABI, 10-Nov-00)


SABRATEK CORP.: Requests that Co-Exclusive Period Run to Jan. 15
----------------------------------------------------------------
Sabratek Corporation, et al., filed a motion to extend the period
during which the debtors and the Creditors' Committee have the
exclusive right to file a plan (or plans) 61 days to January 15,
2001 and extending the debtors' and the Creditors' Committee
exclusive period to obtain acceptances of any filed plan(or plans)
until March 16, 2001.

The debtors claim to have already made substantial progress in the
cases, and request a reasonable amount of additional time to
prepare the plan of liquidation in a consensual manner with the
Creditors' Committee.


SHOPKO STORES: Moody's Reviewing Long-Term Ratings for Downgrade
----------------------------------------------------------------
Moody's placed the long-term ratings of Shopko Stores, Inc. under
review for a possible downgrade reflecting weaker than expected
operating performance due to intense competition and the
challenges that it faces in executing its business model. The
review will focus on Shopko's ability to return to past levels of
same store sales growth and profitability, its initiatives for
improving execution at the store level, and its plan for
maintaining its coverage ratios and reducing debt in a light of a
difficult operating environment and intense competition. The
review will also focus on the potential impact on the business
from recently announced initiatives for improving expense
management and the plans to reduce capital expenditures in order
to generate increased free-cash flow.

Ratings under review for downgrade are:

   a) Senior unsecured debt at Baa3

   b) $200 million revolving credit agreement, due 2002, and $185
       million revolving credit agreement, due August 2001, at
       Baa3

   c) Senior unsecured shelf registration at (P) Baa3.

Shopko reported extremely weak results and a net loss of ($8.4
million) in the recently concluded third quarter due to
competitive pressure and difficulties with execution at the store
level in a difficult economic environment. For the 13 week period
that ended on October 28, comparable store sales declined by 0.9%
at the Shopko concept versus the same period last year. Total
sales, including sales from the Pamida stores, increased by 1%
over last year. Within the store, sales of apparel, general
hardlines and home products all declined substantially from last
year. These declines were offset by strong sales results in the
pharmacy component of the business, due to a shift to a higher
level of lower margin third-party prescription drug sales. For the
quarter, the gross profit margin declined by 100 basis points,
partly as a result of a higher mix of promotional items, a weak
apparel market that likely resulted in a higher level of
markdowns, and inefficiencies in a recently expanded distribution
center in Indiana.

Shopko Stores, Inc. headquartered in Green Bay, Wisconsin operates
approximately 390 retail stores in 22 states located in the
Midwest, Pacific Northwest, and Western Mountain regions. Retail
operations include 164 discount stores operating under the Shopko
name and 226 stores under the Pamida name.


SOLUTIONS MEDIA: San Diego Firm Files for Chapter 7 Liquidation
---------------------------------------------------------------
According to newspaper accounts published this week, San Diego-
based Solutions Media Inc., the parent company to SpinRecords.com,
filed for Chapter 7 liquidation in a San Diego court.

Peacock Financial Corp. (OTCBB:PFCK) has on their books a total of
800,000 shares of Solutions Media Inc. stock. Some of those shares
have been reserved for Peacock shareholders, per a dividend
declared late last year, and having a record date of December 31,
1999.  The dividend distribution had been held back, based on
terms of the original arrangement between the two companies, until
Solutions Media Inc. filed with the SEC to go public.

"Obviously with this latest development, there is no prospect for
Solutions Media's future, and thus no means to issue the pending
dividend," stated Steven R. Peacock, CEO and president of Peacock
Financial Corp. "Even if the dividend had been issued, holders
would have a certificate to what is now apparently becoming a
defunct company."

Peacock management wishes to express regret with regard to this
development, but is quick to remind shareholders that no loss has
occurred as a result of this portfolio holding. The cost basis for
the 800,000 shares of Solutions Media stock was at zero dollars,
and the original cash advanced to the company was in the form of a
loan, which was subsequently fully repaid. More information can be
found at www.peacockfinancial.com


VALUE AMERICA: Merisel Inc. Completes $2.3MM Asset Acquisition
--------------------------------------------------------------
Merisel Inc. (Nasdaq:MSEL) announced that it has completed the
previously announced acquisition of substantially all the assets
of Charlottesville, Va.-based Value America Inc. for a purchase
price of $2,375,000.

This acquisition is intended to complement Merisel's existing
back-end logistics capability with a state-of-the-art front-end
Web-based customer interface and e-service offerings.

These services will be offered by a newly formed company with
headquarters in Charlottesville, which will target large
manufacturers and national brick-and-mortar retailers interested
in growing Internet revenues with an award-winning, world-class
technology infrastructure and a seasoned team of experienced
professionals.

Merisel plans to leverage core competencies to take advantage of
the high growth rate of Internet commerce. According to industry
analysts, the potential market size of the e-business segment is
predicted to exceed $6 billion by 2004. The company will focus on
manufacturers and retailers who sell their products through
traditional channels, and are looking to move into the e-commerce
arena.

This acquisition will extend Merisel's service offerings beyond
its core competency of logistics and distribution to a complete
turnkey e-commerce solution, offering a complete menu of services
for clients once the system is completed in the next few months.

Along with planning, developing and implementing e-fulfillment
solutions, the company will also offer marketing services,
advertising, web development and design as well as interactive
call center management and customer service to help clients grow
their online businesses. Merisel believes this will be the first
ever world-class end-to-end e-commerce and e-fulfillment
infrastructure in the industry.

"We have acquired a very experienced team with a comprehensive
knowledge of the e-commerce transactional process. We are excited
about combining two world-class technology systems and growing the
existing Merisel business," said David G. Sadler, chief executive
officer of Merisel. "The new company will be a service-based
business and will not compete, in any way, with Merisel's current
distribution-based business."

R. Steven Tungate, former senior vice president of operations for
Value America, has been named executive vice president and chief
operating officer of the new business unit. Tungate has more than
20 years of experience in manufacturing, inventory and logistics
planning and development.

Prior to joining Value America, Tungate held executive positions
with IBM Personal Systems Group's in sales, marketing,
distribution management, manufacturing, inventory, product
scheduling and purchasing.

"I'm delighted to have this opportunity to lead this arm of
Merisel's business," said Tungate. "Value America was a pioneer in
e-commerce. During its 24 months of operation, the company
marketed over 3,000 brands and had revenues of over $250 million.
Combine this history with Merisel's track record of shipping over
8 million orders with a 99.993 percent accuracy rating, and we
will form a company that offers an unmatched competitive advantage
over other companies that provide e-commerce solutions."

Also joining the executive team of the new company will be Nick
Hofer, senior vice president of marketing. Hofer will oversee all
marketing aspects for the division as well as client advertising,
marketing communications, public relations and Web design.

Jeff Hansen has been named senior vice president of business
development. Hansen will act as the lead strategist focused on
developing and implementing key alliances and partnerships to
leverage the company's core competencies.

Melissa Monk has been appointed senior vice president of sales.
Monk will drive client acquisition efforts and manage key accounts
and interactive services.

Finally, Ruth Clowater has been named vice president of
information technology, leading the division's IT professionals in
development of the company's web-based future.

                              About Merisel

Merisel Inc. is a full-line distributor of technology products to
resellers throughout North America. Based in El Segundo, Calif.,
Merisel supports the growth of its partners with flexible
financing options, expert technical support, business-development
services, training opportunities certified product configuration,
progressive e-business solutions and world-class logistics
services. Visit Merisel at www.merisel.com.


VIDEO CITY: Official Meeting of Creditors Scheduled for Dec. 7
--------------------------------------------------------------
A chapter 11 bankruptcy case concerning Video City Inc. dba Lee
Video City, Inc., was filed in US Bankruptcy Court, Central
District of California, on August 24, 2000. A meeting of creditors
will take place on December 7, 2000 at 9:00 AM, 221 N. Figueroa
St., Suite 105, Los Angeles, California 90012.

Attorneys for the debtor are David B. Golubchik, Levene Neale,
Bender & Rankin LLP, Los Angeles CA.

                           *********

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

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