TCR_Public/001115.MBX         T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, November 15, 2000, Vol. 4, No. 224

                           Headlines

ABRAXAS PETROLEUM: Successful Restructuring Improves 3Q Results
AMERICAID TEXAS: S&P Gives Insurer Bpi Financial Strength Rating
AMERISERVE FOOD: Reclamation Creditors Gripe Over Litigation Costs
CAMBRIDGE INDUSTRIES: Dec. 28 Hearing to Confirm Liquidating Plan
CAREMATRIX CORP: Founder Gosman Leaves Post Upon Bankruptcy Filing

CENDANT/PHH CORP: Moody's Confirms Ratings in Light of Avis Deal
CHA HMO INC: S&P Assigns Insurer CCCpi Financial Strength Rating
CORRECTIONS CORP: Moves 3rd Quarter Conference Call To Nov. 17
DOW CORNING: Judge Hood Releases Opinion on Confirmation Appeals
FARMERS COOPERATIVE: $100K Settlement for Stolen Lottery Tickets

FINOVA GROUP: Leucadia Makes $350 Million Equity Purchase
FRUIT OF THE LOOM: Employs Fogel Feldman As Litigation Counsel
GIBBS CONSTRUCTION: Emerges from Chapter 11
GRAND UNION: Employs Excess Space as Real Estate Consultant
GRAND UNION: C&S Inks Definitive Agreement to Purchase Assets

HARNISCHFEGER INDUSTRIES: Settling PPM 3 & MPM 11 Contract Claims
HEALTH PARTNERS: S&P Gives Insurer CCCpi Financial Strength Rating
ICG COMMUNICATIONS: Communications Upstart May Seek Chapter 11
LOEWEN GROUP: 2 Funeral Homes & 7 Cemeteries Sell For $3,300,000
METALS USA: Moody's Changes Rating Outlook to Negative

MISSISSIPPI CHEMICALS: Fitch Puts BB Rating on Senior Secured Debt
OCHSNER HEALTH: S&P Affirms CCCpi Financial Strength Rating
OWENS CORNING: Official Unsecured Creditors' Committee Appointed
PHYSICIANS HEALTH: S&P Cuts Strength Rating Noting Weak Earnings
PITTSBURGH CORNING: Seeks Settlement Fund For Insurance Proceeds

PRIME RETAIL: Director Orchestrates Recapitalization Plan & Deal
PSINET, INC: Weighs Options in Wake of $1.4 Billion 3Q Loss
SHOPKO: Fitch Cuts Ratings on Bank Loans & Senior Notes to BBB-
TRI VALLEY: Court Grants Bonus Package for Executives After Sale
UNITED ARTISTS: Announces Financial Results for Third Quarter 2000

VENCOR, INC: Announces $27MM Loss on $717MM of Revenue in 3rd Qtr.
VISION METALS: Case Summary and 20 Largest Unsecured Creditors

* Meetings, Conferences and Seminars

                           *********

ABRAXAS PETROLEUM: Successful Restructuring Improves 3Q Results
---------------------------------------------------------------
Abraxas Petroleum Corporation (AMEX:ABP) released financial and
operating results showing cash flow improving by 165% and 259% on
a recurring basis in the third quarter and nine months
respectively due to the Company's successful restructuring,
increased capital expenditures and improved commodity prices.

Chairman and CEO, Robert L. G. Watson, commented on the Company's
current operations in United States and Canada. "Abraxas made
significant progress in proving up our major exploitation plays --
Brooks Draw in Wyoming, the Sundre/Caroline and Pouce Coupe areas
in Alberta, Canada and the Montoya in west Texas. Each of these
plays has significant potential that is beginning to be realized.
In Wyoming, the Company put its first two wells on production at a
combined initial rate of over 700 BOPD. We expect to have gas
processing facilities on line in the first quarter of 2001 to
allow for the sale of the very rich gas that is being produced
along with the oil.

"In Sundre/Caroline, Alberta, Canada, the Company and its 49%
owned public subsidiary, Grey Wolf Exploration Inc. (TO:GWX), now
control 100% of over 45,000 acres as well as the gas plant and
gathering facilities. We are drilling our fourth well and doing
our fourth recompletion in the field and are in the process of
upgrading the gas plant and gathering facilities to handle the
incremental production. We expect to have the plant capable of
processing 20 MMcfpd by the end of the year which would be double
the current production rate.

"In Pouce Coupe, the Company and Grey Wolf completed a second
successful Montney test at a rate of 2.2 MMcfpd, acquired 1,280
acres offsetting existing production and are negotiating to
acquire additional working interest in certain of its wells in
this area. During the third quarter, under a previously announced
drilling agreement, EOG Resources Inc. (NYSE:EOG) spudded the
first of up to five carried wells on Abraxas' west Texas Montoya
acreage. Abraxas has acquired additional acreage on trend with
Montoya potential. This winter the Company plans three 3D seismic
surveys in Wyoming and Canada to further delineate the potential."

Based on stock price performance during the quarter, potential CVR
dilution has been permanently reduced to 8.5 million shares based
on the December trigger date and continued improvement in stock
price in the near term could further reduce or eliminate potential
dilution from the CVR's. As of Nov. 1, all of our oil production
and approximately two-thirds of our gas production is unhedged
which will add substantially to EBITDA and cash flow in the fourth
quarter and for 2001.

Looking forward, the Company expects significant improvement in
EBITDA and cash flow in the fourth quarter. The Company currently
estimates cash flow of $0.35-$0.40 per share for the fourth
quarter with EBITDA estimated between $0.65-$0.75 per share, on a
primary basis. Due to the uncertainty of timing in getting
production on stream due to regulatory, construction and
completion issues, production increases in our major project areas
are not projected to have a material impact on the fourth quarter
but should impact the first quarter of 2001.

In addition, the Company continues to review sales of non-core
assets with the proceeds used to fund capital expenditures and
reduce outstanding indebtedness. All the Company's public debt is
callable by March 2001 and the Company may review alternatives for
refinancing a portion of that indebtedness, reducing overall
leverage and interest expense.

The Company held a conference call yesterday to review the results
of the third quarter.  For a replay, call 888/203-1112;
confirmation code 739828, through November 21.  Additional
information on recent events as well as a complete transcript of
the conference call and Form 10-Q will be available directly from
the Company or on its Web site at www.abraxaspetroleum.com.

Abraxas Petroleum Corporation is a San Antonio-based crude oil and
natural gas exploration and production company that also processes
natural gas. It operates primarily along the Texas Gulf Coast, in
the Permian Basin of western Texas, western Canada, and Wyoming.


AMERICAID TEXAS: S&P Gives Insurer Bpi Financial Strength Rating
----------------------------------------------------------------
Standard & Poor's has assigned its single-'Bpi' financial strength
rating to Americaid Texas Inc.

The rating reflects the company's weak risk-based capitalization
and very weak earnings, offset by good liquidity.

This wholly owned subsidiary of AMERIGROUP Corp. was incorporated
in 1995 to create a community-focused managed care company with an
emphasis on the public sector healthcare market in Texas.

Major Rating Factors:

   -- The company's risk-based capitalization is weak, as
       indicated by a Standard & Poor's capital adequacy ratio of
       37.1% at year-end 1999. Total statutory capital was $7.5
       million at year-end 1999, of which $2.2 million was in
       surplus notes from AMERIGROUP Corp.

   -- The company's operating performance has been weak, as
       indicated by net underwriting losses from 1996 to 1998.
       However, earnings rebounded to a net underwriting gain of
       $5.6 million in 1999.

   -- Liquidity is strong, with a Standard & Poor's liquidity
       ratio of 127.5% at year-end 1999.


AMERISERVE FOOD: Reclamation Creditors Gripe Over Litigation Costs
------------------------------------------------------------------
Thirty-four of the 38 creditors that joined in the Consolidated
Objection to AmeriServe's motion for further procedures to value
allowed Reclamation Claims, formally withdrew their objections
prior to last week's hearing in the Chapter 11 Case in the US
Bankruptcy Court in Wilmington, DE.  Three of the four remaining
are represented by a Wilmington firm, with total allowed
Reclamation Claims of approximately $4 million, while the fourth
appeared without counsel. According to one of the attorneys
involved in the matter, the holder of the fourth allowed
Reclamation Claim has other issues than pure reclamation.

Ameriserve put on testimony from its Chief Reorganization Officer
to the effect that the prepetition secured lenders' liens on the
Company's inventory were undersecured, according to F&D Reports.
The Objecting Reclamation Creditors represented by the law firm
attempted to counter the Company's valuation by citing the
Company's first Monthly Operating Report filed in the Chapter 11
Case wherein it stated it had assets of over $1 billion. There
was, however, no testimony to counter that put forward by the
Company. In continuing the matter until November 17, the
Bankruptcy Judge indicated that absent testimony from the
Objecting Reclamation Creditors, he would accept the valuation set
by the Company. Counsel for the Objecting Reclamation Creditors
indicated that it could cost over $1 million to have counter-
testimony as to valuation. The expectation, F&D Reports says based
on its observation of the proceedings and contact with the core
parties-in-interest, is that objections will be resolved prior to
November 17.


CAMBRIDGE INDUSTRIES: Dec. 28 Hearing to Confirm Liquidating Plan
-----------------------------------------------------------------
Cambridge Industries Holding Inc. moved a small step closer to
confirming a liquidating chapter 11 plan, although there's some
unfinished business to wrap up before that can be achieved.
Cambridge, with the consent of its official committee of unsecured
creditors, obtained an 80 day extension of the period during which
it maintains the exclusive right to solicit plan acceptances at a
hearing before Judge Peter J. Walsh of the U.S. Bankruptcy Court
in Wilmington, Del. A hearing to consider the adequacy of the
disclosure statement relating to the former plan has been
scheduled for Dec. 28. The automotive parts supplier filed the
disclosure statement over a month ago. (ABI 13-Nov-00)


CAREMATRIX CORP: Founder Gosman Leaves Post Upon Bankruptcy Filing
------------------------------------------------------------------
Founder Abraham Gosman of CareMatrix Corp. left the company's
headquarters when the company filed for Chapter 11, Modern
Healthcare reports.  Mr. Gosman, CareMatrix's 71-yr-old chairman
and chief executive officer tendered his resignation
simultaneously upon the bankruptcy filing.  A company spokesman
said Gosman returned as CEO in 1999 to complete a deal, and
resigned to pursue different alternatives.  Michael Zaccaro
relates that the company assets are tied up in real estate, and
its cash isn't adequate to cover its debts. Mr. Zaccaro is the
president and chief operating officer of CareMatrix.

CareMatrix reports assets of $228.7 million and debts totaling to
$119 million in its bankruptcy petition.  That petition was filed
in Delaware on Nov. 9 is assigned to case number 00-04159. Paul D.
Moore of Duane, Morris & Heckscher in Boston, serves as counsel to
the company.  


CENDANT/PHH CORP: Moody's Confirms Ratings in Light of Avis Deal
----------------------------------------------------------------
Moody's Investors Service confirmed the ratings of Cendant
Corporation and PHH Corporation, following Cendant's announcement
that it had reached agreement to acquire the 82% of Avis Group
Holdings Inc. that it does not already own for $33 per share or
$946 million in cash. The confirmation of the ratings are based
upon the incremental cash flow from Avis, the stability of the
cash flow from Cendant's other businesses, limited asset risk, and
the expectation that the equity portion of the transaction will be
financed with cash, debt issuance and equity. The rating outlook
remains negative due to continued uncertainty regarding the
company's strategic direction and business model. The ratings of
Avis Group Holdings remain on review for possible upgrade.

Ratings Confirmed:

   A) Cendant Corporation

       a) Senior Unsecured at Baa1

       b) Senior Unsecured Shelf at (P) Baa1.

       c) Growth Prides at A3

       d) Subordinated debt at (P) Baa2

       e) Preferred shelf at (P)"baa2"

       f) Short-term at Prime-2

   B) Cendant Capital I

       a) Guaranteed FELINE PRIDES at "baa1"

   C) Cendant Capital II and Cendant Capital III

       a) Guaranteed Preferred stock at (P) "baa2"

   D) HFS Inc.

       a) Senior unsecured at Baa1 (Assumed by Cendant
           Corporation)

   E) CUC International, Inc.

       a) Subordinated debt at Baa2 (Assumed by Cendant
           Corporation)

   F) Sierra On-Line, Inc.

       a) Subordinated debt at Baa2

   H) PHH Corporation

       a) Senior unsecured at Baa1

       b) Senior unsecured shelf at (P) Baa1.

       c) Senior unsecured MTN at Baa1.

       e) Issuer Rating at Baa1

       f) Short-term at Prime-2

Moody's expects Avis' Wright Express and North American vehicle
management businesses to be acquired by its wholly owned
subsidiary PHH Corporation for $780 million cash plus the
assumption of about $541million in new debt, as well as the debt
associated with the fleet leasing securitization. The remaining
consideration is expected to be funded by Cendant through the
issuance of common equity.

The return of Avis' fleet leasing business will reduce PHH's
tangible equity and weaken debt protection measures as a result of
the proposed financing structure, however, this risk is partially
offset by the improved business diversification and additional
cash flow provided by the fleet business. PHH's rating outlook
remains negative reflecting the reduction of net tangible equity
at PHH and the overall influence of Cendant on PHH's financial
profile. Moody's sees significant strategic and financial linkages
between PHH and Cendant. The firewall that exists between PHH and
Cendant has not prevented Cendant from realizing and upstreaming
the economic gain on the previous sale of the fleet assets from
PHH. Moody's notes, PHH did reduce debt with the proceeds from the
that sale. The prior sale of PHH's fleet business and the related
dividend payment to Cendant, as well as the proposed structure of
this transaction, illustrate Cendant's ability and willingness to
capture value created at its subsidiary. Additionally, PHH's
relocation and mortgage banking businesses have meaningful tie-ins
with Cendant's real estate brokerage franchise operations.

Cendant will retain the rental car business which adds operating
and asset risk to the company's overall risk profile,which is
partially mitigated by the incremental cash flow from the rental
car operations, as well as the familiarity Cendant has with
managing this business. Moody's analyzes Cendant's financial
ratios on a consolidated basis, as well as net of PHH. Under both
scenarios, debt protection measures weaken as a result of this
transaction but remain acceptable given the stability of the cash
flows. Cendant Cendant's negative rating outlook reflects the high
level of event risk resulting from the company's return to
acquisition mode, as well as continuing uncertainty regarding the
company's strategic direction.

The ratings also consider the company's obligation to pay $2.85
billion to settlement shareholder lawsuits. Moody's includes the
tax adjusted settlement liability into its leverage calculations.
Given the high probability that the appeals process will move
slowly, Moody's believes that Cendant will have sufficient time to
pre-fund the settlement from its substantial recurring earnings
stream and so avoid a sharp increase in debt levels. Moody's notes
that debt protection measures could be stressed if the appeals
process moves more quickly than the company's ability to fund the
Trust, particularly if acquisition activity continues.

Cendant Corporation, headquartered in Parsippany, New Jersey is a
leading provider of real estate, travel and direct marketing
related consumer and business services.

PHH Corporation, a wholly owned subsidiary of Cendant Corporation,
provides relocation and mortgage banking services.


CHA HMO INC: S&P Assigns Insurer CCCpi Financial Strength Rating
----------------------------------------------------------------
Standard & Poor's has assigned its triple-'Cpi' financial strength
rating to CHA HMO Inc.

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

Headquartered in Lexington, Ky., the company began operations in
1995.

Major Rating Factors:

   -- CHA HMO's risk-based capitalization is extremely weak, as
       indicated by a Standard & Poor's capital adequacy ratio of
       21.2% at year-end 1999. This ratio includes full credit for
       $10.9 million in surplus notes from CHA Service Co.

   -- The company's operating performance has been weak, with
       underwriting losses of $300,000 in 1999 and of $22.2
       million in 1998.

   -- Liquidity is good, with a Standard & Poor's liquidity ratio
       of 123.8% at year-end 1999.


CORRECTIONS CORP: Moves 3rd Quarter Conference Call To Nov. 17
--------------------------------------------------------------
Corrections Corporation of America (NYSE:CXW) has rescheduled its
third quarter conference call for Friday, November 17, 2000 at
10:00 a.m. (eastern time). The Company plans to file its third
quarter 10-Q on a timely basis after the close of the market on
November 14, and will issue its third quarter release prior to the
market opening on Wednesday, November 15, 2000.

The live broadcast of Corrections Corporation's third quarter
conference call will be available on-line at www.streetevents.com
on November 17, 2000, beginning at 10:00 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.


DOW CORNING: Judge Hood Releases Opinion on Confirmation Appeals
----------------------------------------------------------------
On November 13, 2000, the Honorable Denise Page Hood, United
States District Judge, issued a 168-page opinion relating to the
appeals from and motions regarding the Bankruptcy Court's November
30, 1999 Confirmation Order in the Dow Corning Corporation chapter
11 proceeding.  Judge Hood also issued various orders relating to
the appeals and motions, including Case Management Order No. 1.
Following is a summary prepared by Judge Hood.

Judge Hood affirmed the Bankruptcy Court's November 30, 1999
Confirmation Order finding that the Bankruptcy Court did not err
in its conclusion that the classification of the various claims
was proper and that the claimants within a class received equal
treatment. Judge Hood further affirmed the Bankruptcy Court's
finding that the Amended Joint Plan of Reorganization was proposed
by the Debtor Dow Corning and the Official Committee of Tort
Claimants in good faith and is in the best interests of the
creditors.  

Judge Hood reversed the Bankruptcy Court's December 21, 1999
Opinion regarding the release and injunction provisions concluding
that the Bankruptcy Court did have the authority to issue an
injunction and that the release and injunctions provisions set
forth in the Plan applied to all claimants who accepted and
rejected the Plan.

A copy of the opinion/order may be obtained without charge from
the Court Administrator's Office, 814 Theodore Levin United States
Courthouse, 231 W. Lafayette, Detroit, Michigan. The order/opinion
has also been posted on the Court's web site and can be obtained
in PDF format via the World Wide Web at:

     http://www.mied.uscourts.gov/dow/TheBigOpin/CONFAPPEAL.PDF


FARMERS COOPERATIVE: $100K Settlement for Stolen Lottery Tickets
----------------------------------------------------------------
The co-op that sought bankruptcy protection blames not just the
agricultural economy for its $19.7 million debt, The Tribune
Business News reports.  Farmers Cooperative Assn. awaits a
$100,000 settlement from when its Ampride convenience store in
DeSoto was ransacked for Kansas Lottery tickets.  Dwane Schaake,
an FCA board member stated that the payment will cover a portion
of $238,000 in tickets stolen.  Sgt. Brian Clark, investigations
unit head of the Johnson County Sheriff's Office said, "This was a
continuous, daily occurrence. We believe employees were involved
[and it] wasn't one specific date." The settlement may be used to
pay claims of creditors in its bankruptcy case, Co-op's President
Don Dumler said.

Filing for Chapter 11 in Kansas on Sept. 27, Farmers Cooperative
posted assets and liabilities of more than $ 10 million each. John
J. Cruciani of Lentz & Clark serves as counsel for the distressed
co-op.


FINOVA GROUP: Leucadia Makes $350 Million Equity Purchase
---------------------------------------------------------
The FINOVA Group Inc. (NYSE: FNV) and Leucadia National
Corporation (NYSE: LUK; PCX) announced that they signed a letter
agreement under which Leucadia National would invest up to $350
million in FINOVA. Under the terms of the transaction, Leucadia
National agreed to purchase 10 million shares of a new Payment in
Kind Convertible Preferred Stock ("PIK Convertible Preferred") for
$250 million. The PIK Convertible Preferred will have a
liquidation preference of $25 per share and a 14% coupon payable
in kind for a period of five years, after which time the coupon
will, at FINOVA's option, be payable either in cash or in kind.
The shares will be convertible into 100 million FINOVA common
shares from June 30, 2006 until the tenth anniversary of issuance.
The PIK Convertible Preferred will vote with the common stock and
receive 20 votes per share. The agreement is subject to reaching a
mutually satisfactory arrangement with FINOVA's bank group and
certain other customary conditions, including regulatory
approvals.

As soon as practical following the purchase of the PIK Convertible
Preferred by Leucadia, FINOVA will issue up to an additional $150
million of PIK Convertible Preferred by way of a rights offering
to its existing common shareholders. Leucadia National has agreed
to act as a standby purchaser of $100 million of that offering.
The transaction contemplates that a minimum of $350 million and up
to $400 million in equity capital will be infused into FINOVA.
FINOVA has also agreed to issue, concurrent with the purchase of
the PIK Convertible Preferred, a 10-year warrant to Leucadia
National, allowing it to acquire up to 20% of FINOVA's outstanding
shares (subject to anti-dilution provisions) for $125 million.
The agreement includes a provision that could result in a
distribution to common shareholders or holders of PIK Convertible
Preferred and the Leucadia warrant in 2006, based upon the
performance of FINOVA's loan and lease portfolio.

In conjunction with the investment, Leucadia National will have
the right to appoint six members to a newly constituted ten member
Board of Directors.

FINOVA Chairman John Teets said, "We are delighted to be
associated with Leucadia National. Their long history of highly
successful investments in the financial services industry brings a
wealth of experience to FINOVA as we seek to regain the confidence
of the market and build the value of our franchise for the benefit
of our shareholders, customers and employees."

Matt Breyne, FINOVA's President and Chief Executive Officer
stated, "This agreement follows due diligence by Leucadia National
and is the culmination of our strategic review process. We expect
to work quickly with Leucadia and Jay Alix & Associates to present
a comprehensive plan to our bank group."

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 London, U.K., and Toronto, Canada.
For more information, visit the company's website at
www.finova.com.

Leucadia National Corporation is a holding company for its
consolidated subsidiaries engaged in property and casualty
insurance (through Empire Insurance Company and Allcity Insurance
Company), manufacturing (through its Plastics Division), banking
and lending (principally through American Investment Bank, N.A.)
and mining (through MK Gold Company). Leucadia also currently has
equity interests of more than 5% in the following domestic public
companies: Carmike Cinemas, Inc. (6% of Class A Shares), GFSI
Holdings, Inc. (6%), Fidelity National Financial, Inc. (9%),
Jordan Industries, Inc. (10%) and PhoneTel Technologies, Inc.
(7%).


FRUIT OF THE LOOM: Employs Fogel Feldman As Litigation Counsel
--------------------------------------------------------------
Judge Walsh approved a request by Fruit of the Loom for permission
to employ the law firm of Fogel, Feldman, Ostrov, Ringler &
Klevens as special counsel in its chapter 11 cases. Fogel Feldman
is located in Santa Monica, California. Fogel, Feldman represented
Fruit of the Loom in the litigation against LMP Corporation,
captioned LMP Corporation et al. v. Universal Manufacturing Corp.,
Alamada County, Case No. 590001-7. The LMP litigation has been
settled, but Fruit of the Loom wants the freedom to employ Fogel,
Feldman expertise in similar legal disputes under the terms of an
on-going retainer agreement.

J. Kate Stickles Esq., counsel for Fruit of the Loom, tells Judge
Walsh that Fogel, Feldman has extensive knowledge and experience
in prosecuting complex claims. Ms. Stickles reminds Judge Walsh
that on December 30, 1999, he approved Fruit of the Loom's
retention of Fogel, Feldman as an Ordinary Course Professional.
However, because Fogel, Feldman's compensation going forward
will be based on a contingency fee, it is expected to exceed the
authorized limit for ordinary course professionals. Since the
petition date, Fogel, Feldman has invoiced Fruit of the Loom
$50,093.49.

Fogel, Feldman will receive a contingency fee based on three
scenarios of recovery in the LMP litigation:

a) 15% of the recovery if obtained prior to action in the LMP
      litigation

b) 33-1/3% of the recovery if obtained after action but prior to
      commencement of trial

c) 40% of the recovery if obtained at or following the trial

Fogel, Feldman will be reimbursed for all out-of-pocket expenses
and litigation costs incurred in relation to the LMP litigation.
Fogel, Feldman and Fruit of the Loom agree that time expended and
ultimate recovery, if any, in pursuit of the LMP litigation, could
be de minimis or substantial. Fruit of the Loom holds that a
$100,000,000 judgment against LMP is not out of the question.
Fogel, Feldman agrees that disbursements are subject to ultimate
approval by the Bankruptcy Court.

Robert M. Turner Esq., a Fogel Feldman member, assures the Court
that the partners and associates of Fogel, Feldman have no
connection with Fruit of the Loom, its creditors or other parties-
in-interest that would render the firm disinterested. Fogel,
Feldman, Mr. Turner relates, conducted an extensive review of its
client database to determine that the firm has no relationships
with any party that present any conflict. (Fruit of the Loom
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GIBBS CONSTRUCTION: Emerges from Chapter 11
-------------------------------------------
Gibbs Construction, Inc. (Pink Sheets:GBSE) announced that the
Bankruptcy Court approved its motion to extend the effective date
of its Plan of Reorganization to November 10, 2000. Gibbs is
completing the transactions approved by the plan and will continue
its operations as a Reorganized Company.

Gibbs filed a Petition pursuant to Chapter 11 of the United States
Bankruptcy Code on April 20, 2000 after suffering heavy losses on
hotel construction projects. The Company has been operating in its
normal course of business pending the effective date of its Plan
of Reorganization. The Company's Plan of Reorganization provides
for the purchase of assets from Thacker Asset Management, LLC in
exchange for stock and establishment of a trust for the benefit of
creditors comprised of stock in the Reorganized Company and other
assets.

Current Company President, Danny Gibbs, will serve as Vice
President - Business Development and Director of the Reorganized
Company. Gibbs stated, "We have been working with the Thacker
Group for the past twelve months to bring this transaction to
fruition, and we are certainly pleased that Gibbs can continue to
operate as a viable Public company."

Gibbs intends to expand its Board of Directors, establish an
Advisory Board, and elect Walter R. Huntley Jr., former President
of the Atlanta Economic Development Corporation, as Chairman and
Chief Executive Officer. Huntley commented, "We will immediately
begin to incorporate the Thacker organization into Gibbs and
formalize our business plan for presentation to the Board."
Huntley continued, "The timing of this transaction is ideal as we
are beginning to see our backlog of work increase in the public
sector, such as our construction management role in the fifth
runway at Hartsfield International Airport in Atlanta. We also
plan to expand our services in the private sector with major
corporations that have headquarters or regional offices in the
Metro Atlanta and Southeastern US markets."

Gibbs will operate in the future as Thacker-Gibbs, reflecting the
combination of staff and business relationships of the respective
organizations. The Company also expects to receive certification
as a minority and women-owned business enterprise by virtue of its
organizational structure and stock ownership by TOC, Inc. and its
affiliates. In addition, the Company plans to retain an investment
advisory firm to assist with its capital and banking requirements.
The Company's business plan will center upon its ability to win
minority and diversity components of public and private sector
contracts through its marketing arrangement with TOC, Inc. and its
staff expertise in negotiated construction, infrastructure
projects, and construction services.

Gibbs is a provider of engineering, construction services, and
negotiated general contracting to the private and public sectors.
Its stock was formerly traded on the Nasdaq Exchange and currently
trades on "pink sheets" (GBSE). The Company plans to maintain an
office in the Dallas Fort Worth area with its corporate operations
located in Atlanta, Georgia. Additional information can be
viewed on Gibbs' corporate web site at www.gibbsconstruction.com.


GRAND UNION: Employs Excess Space as Real Estate Consultant
-----------------------------------------------------------
A U.S. Bankruptcy Court judge in Newark has approved The Grand
Union Company's (Nasdaq: GUCO) retention of Excess Space
Disposition, Inc. as a consultant on real estate issues.

In this capacity, the Lake Success, N.Y.-based firm will evaluate
fee-owned property and leases on the chain's entire portfolio of
197 operating stores, and also direct the disposition of certain
of those properties. The stores being handled by Excess Space
range in size from approximately 13,000 square feet to 60,000
square feet. The properties are located in Connecticut, New
Jersey, New York and Vermont, as well as Georgia, Tennessee and
Texas. "Our role in the portfolio-wide evaluation and marketing of
individual properties is to enhance the return on these
locations," said Michael Wiener, President and Chief Executive
Officer of Excess Space. "The majority of the properties we are
marketing are well-located stores in mature markets. These
locations offer excellent opportunities for independent or
affiliated grocers, natural foods markets, as well as non-food
retailers."

Excess Space Disposition, Inc., with offices in Lake Success, N.Y.
and Huntington Beach, Ca., is the leading specialist in real
estate disposition and lease restructuring for retailers
nationwide. Working on behalf of its retailer clients, the firm
leases, subleases or sells locations; negotiates lease
terminations, bulk sale transactions and rent reductions; and
renegotiates lease terms. The firm works with a network of over
175 brokers covering all 50 states.

Since its founding in 1992, the firm has worked on behalf of
chains seeking to shed under-performing or under-sized locations
or depart from designated geographic markets. These have included
assignments for such prominent merchants as The Kroger Company,
Winn-Dixie, Pathmark Stores, Kmart, Eckerd, Staples and Payless
ShoeSource. During 1999 alone, the firm was exclusively retained
to dispose of over 30 million square feet of retail space. For
additional information on Excess Space, visit the company's
website at http://www.excessspace.com.


GRAND UNION: C&S Inks Definitive Agreement to Purchase Assets
-------------------------------------------------------------
The Grand Union Company (OTC BB: GUCO), announced that it has
entered into a definitive agreement for the purchase by C&S
Wholesale Grocers, Inc. of substantially all of the Company's
assets and business.

Consistent with the terms of the previously announced letter of
intent, C&S, which is Grand Union's principal supplier, will
pay$301.8 million in cash upon closing of the transaction.
Included in the assets to be acquired are 185 of Grand Union's 197
stores and the Company's distribution center in Montgomery,
New York. C&S intends to operate certain of these stores and to
assign its right to purchase certain other of these stores to
other supermarket operators.

The closing of the transaction is subject to customary closing
conditions, including governmental antitrust approval and
Bankruptcy Court approval. The agreement is also subject to higher
or better bids for Grand Union's assets, which may be obtained at
an auction to be held on November 16, 2000, pursuant to Bankruptcy
Court procedures. Grand Union has the right to accept a higher or
better bid which might be received at the auction and terminate
the C&S agreement, subject to the payment of a break-up fee.

Grand Union filed a voluntary chapter 11 petition in the U.S.
Bankruptcy Court in Newark, New Jersey on October 3, 2000, with
the stated intention to facilitate the planned sale of the Company
and provide for additional funding during the sale process.

Grand Union operates 197 retail food stores in Connecticut, New
Jersey, New York, Pennsylvania and Vermont.


HARNISCHFEGER INDUSTRIES: Settling PPM 3 & MPM 11 Contract Claims
----------------------------------------------------------------
Harnischfeger Industries, Inc. and Beloit Corporation seek the
Court's approval of a Settlement Agreement between HII, Beloit,
Beloit Asia Pacific (L) Inc. (BAPL), Beloit Asia Pacific P.E. Ltd.
(BAP), Asia Pulp & Paper Co., Ltd. (APP), P.T. Indah Kiat Pulp &
Paper TBK (IKPP) and P.T. Pabrik Kertas Tjiwi Kimia (TK) to settle
all disputes, claims, and controversies over the PPM 3 and MPM 11
Contracts governing the sale and purchase as well as services of
two paper making machines known as PPM 3 (808) and MPM 11 (807)
and the letters of credit issued in connection with the contracts.

                     The Contracts and LCs

The PPM 3 and MPM 11 Contracts refer to two contracts dated July
10, 1996 executed by APP and BAPL for the sale and purchase of two
paper making machines and subsequently two service contracts dated
July 10, 1996 for the machines. APP's rights and obligations
pursuant to Clause 12 of the PPM 3 and MPM 11 Contracts were taken
over by IKPP and TK respectively pursuant to two written
agreements dated May 12, 1997.

Pursuant to the terms of the PPM 3 and MPM 11 Contracts, HII and
BAPL arranged for the issuance of two standby 10% letters of
credit to IKPP, TK and APP (LC# P-346903 and P-346904) from The
Chase Manhattan Bank for US $11,971,447 and US $11,891,923 for MPM
11 and PPM 3, respectively.

The parties now agree that:

(1) three business days after the Court's approval, the APP
      Parties are permitted to draw US $8.5 million from each 10%
      L/Cs for a total of US $17 million but not more than that
      and after the draws are made, the 10% L/Cs will be canceled,
      leaving US $6,863,370 undrawn and canceled;

(2) twelve business days after the APP Parties draw these funds,
      the APP Parties will pay Beloit, as full satisfaction of the
      Services Contracts, US $794,130 comprising of US $408,630
      for MPM 11 and US $385,500 for PPM 3.

(3) during the 30 day period after entry of the Court's order of
      approval, the Beloit Entities shall assign, to the extent
      assignable, all residual obligations, if any, of the Beloit
      Entities' suppliers and subsuppliers relating to the MPM 11
      and PPM 3 Contracts to APP for any item delivered within the
      last 12 months of the date of the Settlement Agreement with
      a value of more than US $15,000.

(4) the Beloit Entities will diligently prosecute delivery of
      certain spare parts as agreed between the parties and will
      keep APP informed on the status thereof on a monthly basis;

(5) APP agrees that the Beloit Entities are not providing Beloit
      Entity warranties or guarantees with respect to these spare
      parts or any other parts;

(6) if a supplier or subsupplier defaults on its obligations, the
      Beloit Entities shall assign their rights under such
      purchase orders to APP, to the extent assignable.

The Debtors have determined that entry into the Settlement
Agreement is in the best interests of their estates and creditors,
without the risks and costs associated with litigation.
(Harnischfeger Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


HEALTH PARTNERS: S&P Gives Insurer CCCpi Financial Strength Rating
------------------------------------------------------------------
Standard & Poor's has assigned its triple-'Cpi' financial strength
rating to Health Partners of Alabama Inc.

The rating reflects the HMO's extremely weak risk-based
capitalization and earnings, as well as marginal liquidity.
The company is licensed and operates in Alabama.

Major Rating Factors:

   -- The company's risk-based capitalization is extremely weak,
       as reflected by a Standard & Poor's capital adequacy ratio
       of 12.8% at year-end 1999.

   -- Operating performance has been weak, with net losses of $8.4
       million in 1999 and $22 million in 1998.

   -- Liquidity is marginal, with a Standard & Poor's liquidity
       ratio of 95.5% at year-end 1999.


ICG COMMUNICATIONS: Communications Upstart May Seek Chapter 11
--------------------------------------------------------------
ICG Communications Inc. was fueled for several years by the demand
for Internet service, but by last June the telecommunications up-
start was plagued with technical problems, according to the Wall
Street Journal. Key customers, which included Microsft Corp.,
NetZero Inc. and Earthlink Inc., complained that users trying to
connect to the Internet through the ICG network were cut off or
blocked by busy signals. Now ICG's stock is trading for 44-cents a
share, down 98.9 percent from $39.25 in March. The company is
expected this week to file chapter 11 protection while it attempts
to reorganize.  (ABI 13-Nov-00)


LOEWEN GROUP: 2 Funeral Homes & 7 Cemeteries Sell For $3,300,000
----------------------------------------------------------------
As part of the Disposition Program undertaken by The Loewen Group,
Inc., Loewen Louisiana Holdings, Inc. and other Selling Debtors
seek the Court's authority: (1) to sell 2 funeral home and 7
cemetery businesses located in various states and related assets
used in the operation of those businesses, clear of liens, claims
and encumbrances, to the entity that the Debtors determine to have
submitted the highest and best offer; (2) for them or Kraeer
Funeral Homes, Inc., to assume and assign related unexpired leases
and contracts including trust fund management agreements, pre-need
escrow agreement, non-compete agreement, and various equipment,
supplies and service contracts; (3) to reject a consulting
agreement.

An Initial Bidder has agreed to purchase and the Debtors have
agreed to sell the Property for $3,300,000, subject to higher and
better offers, and to the Court's approval.

Pursuant to a Purchase Agreement between the Debtors and the
Initial Bidder, the Debtors contemplate to sell the businesses to
the Initial Bidder with substantially all personal property
located there and used in connection with the businesses. 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 $165,000
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 up to $66,000 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)


METALS USA: Moody's Changes Rating Outlook to Negative
------------------------------------------------------
Moody's Investors Service changed its rating outlook for Metals
USA to negative from positive. The change in outlook reflects the
company's diminished margins, cash flow, and liquidity in the
current soft metals market and its vulnerability to a potentially
weaker US economy. Moody's ratings for Metals USA remain
unchanged, including its Ba3 senior implied rating, B1 senior
unsecured issuer rating, and the B2 rating for its $200 million of
8.625% senior subordinated notes due 2008. Moody's assigned a Ba3
rating to Metals USA's amended secured credit facility, which
matures February 2003.

In the quarter ended September 30, 2000, Metals USA experienced
lower demand across most of the metal markets it serves, and the
onset of lower prices. Reduced shipments, combined with high
levels of higher-priced inventories purchased in the second
quarter, squeezed margins and tied up working capital. Metal USA's
operating income fell to $14.6 million in the third quarter, from
$30.6 million in the previous quarter, and its lowest since the
first quarter of 1998. Margin pressure is likely to continue over
the next several quarters, as demand is expected to remain soft
and spot prices have fallen more rapidly than the cost of metal
the company carries in inventory. Moody's expects the company's
operating cash flow to benefit from working capital reductions in
the near term, and its operating margins to rebound once the
higher-priced inventory is sold. However, cash flow, as expressed
in terms of EBITDA, may decline in the fourth quarter and is
likely to continue to be weaker than prior-year's quarters for as
long as metal demand and prices remain weak. Metal USA's 3Q00
EBITDA was $21.4 million, compared to $33.8 million in 2Q00 and
$36.2 million in 3Q99.

Moody's noted that a continuation of third quarter's EBITDA into
2001 could put Metals USA in danger of violating several financial
covenants in its recently amended credit facility. One of the
covenants requires quarterly EBITDA, as defined, to be no less
than $18.5 million in 4Q00, $23 million in 1Q01, and $27 million
in 2Q01. Complying with the fixed charge coverage and leverage
covenants could also be a challenge in 2001 should quarterly
EBITDA hover around $25 million per quarter. By confirming Metals
USA's ratings, Moody's anticipates a stronger performance than
this, but any forecast for Metals USA is currently clouded by
uncertainties related to the ability of the US economy to overcome
the impact of higher interest rates, higher energy costs, and
slower business spending.

Metals USA amended its credit facility on November 1, 2000. The
credit facility was reduced from $350 million to $300 million,
pricing increased, and it is now secured by substantially all of
the company's accounts receivables, inventories, and equipment.
The credit facility will reduce to $275 million on June 30, 2001,
and to $250 million on December 31, 2001. On November 7, there was
$30 million available for use under the facility. The company
believes this will expand to $60 million by the end of the year.

Metals USA, headquartered in Houston, Texas, is the second-largest
metals processor and distributor in North America.


MISSISSIPPI CHEMICALS: Fitch Puts BB Rating on Senior Secured Debt
------------------------------------------------------------------
Fitch has assigned a 'BB' rating to Mississippi Chemical's senior
secured debt and concurrently lowered the company's senior
unsecured debt rating to 'BB-' from 'BB+'. The senior secured debt
rating of 'BB' applies to the company's $200 million senior
secured bank facility due 2002 and the senior unsecured debt
rating of 'BB-' applies to the company's $200 million of
outstanding senior unsecured notes due 2017. The Rating Outlook is
Negative.

The one notch differential between the senior secured credit
facility and the unsecured notes is based on the limited nature of
assets pledged under the company's credit facility. The credit
facility has been secured as permitted under the senior note
indenture.

Mississippi Chemical continues to experience poor operating
margins primarily as a result of sustained high natural gas costs.
While nitrogen fertilizer prices have improved in recent months,
high natural gas costs have largely offset improvements in product
prices. For the quarter ending Sept. 30, 2000, Mississippi
Chemical generated net sales of $120 million with a negative
EBITDA of $1.2 million. Due to unfavorable industry conditions,
the company has eliminated its quarterly dividend payments.

Mississippi Chemical maintains current levels of total debt to
capitalization of approximately 45%. The company's total debt as
of Sept. 30, 2000 was approximately $323 million. During the first
half of this year, the company secured its $200 million credit
facility that was previously unsecured. Under this secured credit
facility, the company had $74 million available at fiscal year-end
2000 (ended June 30).

Credit protection measures have weakened in the last 12 months,
ending Sept. 30, 2000, with EBITDA interest coverage of less than
1.0 times (x). Debt levels are modest despite the major capital
expenditures completed in recent years. No significant capital
expenditures outside of standard maintenance and minor
improvements are expected.

As a result of high domestic natural gas costs, flat agricultural
demand and rising fertilizer imports, the U.S. fertilizer market
is likely to continue to experience trough cash margin levels.
Shorter term, a decline in operating rates could provide some
support for higher pricing levels, however, high natural gas costs
are likely to offset pricing strength. With few signs of a
substantial near-term improvement in the cyclical fertilizer
business given the ramp-up of new offshore capacity and sustained
high natural gas costs, Fitch maintains a negative outlook on the
debt ratings.


OCHSNER HEALTH: S&P Affirms CCCpi Financial Strength Rating
-----------------------------------------------------------
Standard & Poor's has affirmed its triple-'Cpi' financial strength
rating on Ochsner Health Plan.

The rating reflects the HMO's very weak risk-based capitalization,
extremely weak earnings, and marginal liquidity.

This federally qualified HMO, incorporated in 1984, provides
comprehensive medical services to members, primarily through
contractual arrangements with Ochsner Clinic, Alton Ochsner
Medical Foundation, and other health care providers in Louisiana.

Major Rating Factors:

   -- The plan's risk-based capitalization is very weak, as
       indicated by a Standard & Poor's capital adequacy ratio of
       29.6% at year-end 1999. This ratio includes full credit for
       $15 million in surplus notes from Alton Ochsner Medical
       Foundation.

   -- The company's operating performance has been weak, with net
       income losses of $22.3 million in 1999 and $8.4 million in
       1998.

   -- Liquidity is marginal, with a Standard & Poor's liquidity
       ratio of 90%.


OWENS CORNING: Official Unsecured Creditors' Committee Appointed
----------------------------------------------------------------
Patricia A. Staiano, the United States Trustee for Region III,
acting through Frederick J. Baker, Esq., and Frank J. Perch, III,
Esq., of that office, appoints these institutions to serve on the
Official Committee of General Unsecured Creditors in Owens
Corning's chapter 11 cases:

   Credit Suisse First Boston
        Attention Jan Kofol, Director
        11 Madison Avenue
        New York, New York 10010
        (212) 325-9057

   The Chase Manhattan Bank
        Attention Elizabeth Kelley
        380 Madison Avenue
        New York, New York 10017
        (212) 622-4868

   Barclays Bank
        Attention Dennis J. Diczok
        222 Broadway, 11th Floor
        New York, New York 10038
        (212) 412-7518

   Fleet National Bank
        Attention Charles R. Bowman
        100 Federal Street
        Boston, Massachusetts 02110
        (617) 434-2356

   Metropolitan Life Insurance Company
        Attention Lisa A. Glass
        New York, New York 10010
        (212) 578-2508

   John Hancock Life Insurance Company
        Attention Valeda Britton
        200 Clarendon Street
        Boston, Massachusetts 02117
        (617) 572-9214

   Jackson National Life Insurance Company
        Attention F. John Stark, III
        225 West Wacker, Suite 1200
        Chicago, Illinois 60606
        (312) 634-2527

   Minnesota Mining & Manufacturing Company ("3M")
        Attention Charles Gilligan
        3M Center, Building 224-5N-41
        St. Paul, Minnesota 55114
        (651) 733-7860

   Enron Energy Services Operations, Inc.
        Attention William D. Rapp
        1400 Smith Street
        Houston, Texas 77002
        (713) 853-5269

(Owens-Corning Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


PHYSICIANS HEALTH: S&P Cuts Strength Rating Noting Weak Earnings
----------------------------------------------------------------
Standard & Poor's has lowered its financial strength rating on
Physicians Health Plan Inc. to single-'Bpi' from double-'Bpi'.

This rating action reflects the HMO's weak risk-based
capitalization, weak earnings profile, and limited financial
flexibility given its single-state concentration, offset by strong
liquidity.

This for-profit HMO, headquartered in Columbia, S.C., operates in
all 46 counties in South Carolina.

Major Rating Factors:

   -- The HMO's risk-based capitalization is weak, as indicated by
       a Standard & Poor's capital adequacy ratio of 64% at year-
       end 1999.

   -- Earnings are also weak, as measured by a Standard & Poor's
       earnings adequacy ratio of 44%. Net income dropped to
       $700,000 in 1999 from $3.3 million in 1998.

   -- Liquidity is strong, with a Standard & Poor's liquidity
       ratio of 147%. Enrollment growth is very strong, based on
       average enrollment growth of 26% over the past three years.


PITTSBURGH CORNING: Seeks Settlement Fund For Insurance Proceeds
----------------------------------------------------------------
Pittsburgh Corning Corp., a 50-50 equity investment of Corning
Inc. and PPG Industries Inc. (PPG), has asked a bankruptcy court
to establish a qualified settlement fund to hold insurance
proceeds the company receives to settle asbestos-related personal
injury claims, according to a newswire report. The fund would
protect the Pittsburgh glass block and insulation manufacturer
from having to recognize and pay income taxes on the proceeds.
Based on the amount of proceeds received since its April 16
bankruptcy filing alone, the company could owe about $9 million in
taxes. Pittsburgh Corning's chapter 11 petition listed assets of
$140.4 million and liabilities of $62.9 million, excluding
potential liability for asbestos claims.

Before its chapter 11 filing, the company used the proceeds to
satisfy the related settlement and defense costs and took a
corresponding tax deduction. While in bankruptcy, however, the
company is prohibited from distributing the proceeds until after
confirmation of a chapter 11 plan. The company has already
received about $44 million of proceeds in 2000 and expects to
receive more proceeds before a chapter 11 plan is confirmed in its
case. Pittsburgh Corning said in its bankruptcy petition that it
is defending more than 140,000 lawsuits that seek billions of
dollars in damages from alleged exposure to the company's
asbestos-containing insulation products. (ABI 13-Nov-00)


PRIME RETAIL: Director Orchestrates Recapitalization Plan & Deal
----------------------------------------------------------------
An SEC filing states that Director Michael Reschke entered into a
joint venture to recapitalize the distressed Prime Retail Inc.,
Dow Jones reports. Prime Retail's board got a letter on Oct. 13
outlining the terms under which Outlet Mall Acquisition Co. LLC
offered a $100 million five-year loan and a $30 million equity
contribution to Prime Retail's operating partnership.  As stated
in the filing, Outlet will also pursue a separate agreement with
Prime Retail's board to buy most of the company's common and
preferred stock.  In June, suggestions about a possible bankruptcy
filing appeared in published reports.  


PSINET, INC: Weighs Options in Wake of $1.4 Billion 3Q Loss
-----------------------------------------------------------
Suffering from a huge third quarter loss, PSINet Inc. seeks other
alternatives including a possible sale of the company, Mergers and
Acquisitions reports. Even seeking bankruptcy protection is an
option, an unknown Street source said.  PSINet was hit by a
whopping $1.4 billion loss, including a $504 million write-off
from its plans to sell its Metamor Worldwide Inc. unit.  Drake
Johnstone, an analyst at Davenport & Co., said that aside from its
Web hosting division, its PSINet's businesses has been losing
revenue. Even though web hosting could fetch as much as $ 2.5
billion in revenues, Johnstone doesn't think anyone will come at
the time. "Why would anyone step in and pay 10 times revenue, when
they could wait for a fire sale," if the company lands in
bankruptcy court, an outcome Johnstone said he expects.

M&A adds that PSINet is a highly leveraged company with $3.6
billion in debt. Even though PSINet has $1 billion in cash, its
money burn rate is $500 million quarterly. Not to forget, the
company needs an additional $600 million in 2001 to finance
operating losses.

The Ashburn, Va.-based PSINet is a provider of Internet and
eCommerce solutions to businesses. The $450 million market cap
company offers high speed Internet service, in addition to e-mail
and managed security services, throughout the United States,
Canada, Latin America, Europe and Asia.


SHOPKO: Fitch Cuts Ratings on Bank Loans & Senior Notes to BBB-
---------------------------------------------------------------
Fitch has lowered its ratings on Shopko's (SKO) $485 million bank
credit agreement and its $343 million senior notes from 'BBB' to
'BBB-'. At the same time, Fitch placed the company on Rating Watch
Negative.

In October 2000, Fitch changed its Rating Outlook on SKO to
Negative from Stable following the company's announcement that
third quarter and full year results would be below expectations as
a result of weakening conditions of the retail environment.
Subsequent to that announcement, SKO reported third-quarter
earnings that were significantly below expected results. The
company reported a loss from operations and expects continuing
weak results into the important fourth quarter (SKO generates
approximately 60% of its operating income during the fourth
quarter). SKO is currently in the midst of refinancing a short-
term bank credit line that begins to mature in January 2001. While
we anticipate that the company will be successful in refinancing
short-term maturities, the company will likely face higher
interest expense.

The downgrade reflects SKO's overall weakened financial and
business profile. The company's poor operating results, increased
competition, particularly from Target and Wal- Mart, and
refinancing risks are key near to intermediate concerns. SKO plans
to reduce capital spending by approximately $80-$100 million next
year, reduce overall costs by $15-$20 million, and continue to
aggressively manage inventories. Cost savings will likely be used
to retire long-term debt.

While these cost saving measures are positive, there is still
uncertainty surrounding the retail environment. Fitch's Rating
Watch Negative designation reflects concern as to the timing of a
turnaround, as well as deteriorating credit fundamentals and
higher debt balances. Reduced leverage should improve interest
expense, however, increased competition and the potential for
price reductions could impact operating margins. Finally, like
most retailers, SKO generates a substantial portion of its
operating income during the fourth-quarter, thus the ability to
manage margins over the next three months will be a key indicator
to overall expected weaker EBITDA results.


TRI VALLEY: Court Grants Bonus Package for Executives After Sale
----------------------------------------------------------------
A U.S. bankruptcy judge has approved a bonus package for the chief
executive of Tri Valley Growers and five top officers, according
to a newswire report. Tri Valley Growers Chief Executive Officer
Jeff Shaw and his top five officers can expect bonuses when the
financially troubled food processor is sold, but the package will
not be near the $4.3 million they were seeking. The executives had
asked for bonuses totaling $4.3 million. The bonus pool could
increase if the company's sale price exceeds that figure. The
money is intended to compensate the executives for the performance
bonuses they might have earned had the processor not filed for
bankruptcy protection. Tri Valley filed for bankruptcy protection
after losing nearly $200 million over three years; the company is
more than $400 million in debt. (ABI 13-Nov-00)


UNITED ARTISTS: Announces Financial Results for Third Quarter 2000
------------------------------------------------------------------
The United Artists Theatre Group announced results for the
thirteen and thirty-nine weeks ended September 28, 2000.

Total consolidated revenues for the Group's parent company, United
Artists Theatre Company, for the thirteen weeks ended September
28, 2000, were $149.5 million, down 17.0% from $180.2 million for
the thirteen weeks ended September 30, 1999. Cash flow, or EBITDA
(Earnings Before Interest, Taxes, Depreciation and Amortization),
for the current thirteen week period decreased to $19.4 million
from $26.7 million in the 1999 thirteen week period.

Revenue for the current thirty-nine week period declined to $413.5
million, down 14.3% from $482.6 million for the 1999 thirty-nine
week period. EBITDA for the current thirty-nine week period
declined to $41.1 million, versus $49.3 million during the 1999
thirty-nine week period.

The decline in revenue relates primarily to a 23.1% and 22.6%
decrease in the weighted average number of theatres operated by
the Company for the 2000 thirteen and thirty-nine week periods,
respectively, and to industry-wide attendance declines during late
summer and early fall. Despite these significant revenue declines,
year-to-date EBITDA margins remained relatively constant,
reflecting the disposition of underperforming theatres.

The net loss available to common stockholders for the 2000
thirteen week period was $54.8 million, versus $23.4 million in
the 1999 thirteen week period, and increased to $112.0 million in
the current thirty-nine week period, versus $67.9 million for the
1999 thirty-nine week period.

These increases in net loss reflect lower EBITDA, higher interest
expense, significant increases in lease impairment and termination
costs, and costs associated with the Company's financial and
corporate restructuring and reorganization. A summary of the
United Artists' consolidated results for the 2000 and 1999
thirteen week and thirty-nine week periods is as follows ($ in
millions):
                           Thirteen Weeks       Thirty-nine Weeks
                           --------------       -----------------
                           2000       1999        2000       1999
                           ----       ----        ----       ----
Revenues:
Admissions               $101.3     125.2       280.1      332.9
Concessions                42.4      49.5       116.7      133.1
Other                       5.8       5.5        16.7       16.6
                          ------    ------      ------     ------
Total Revenues             149.5     180.2       413.5      482.6
                          ------    ------      ------     ------
Expenses:
Film rental and
    advertising costs       56.5      69.6       153.5      186.4
Direct concession
    costs                    5.1       6.7        14.3       17.8
Other operating costs      62.9      71.8       188.4      211.9
General and
    administrative costs     5.6       5.4        16.2       17.2
                          ------    ------      ------     ------
                           130.1     153.5       372.4      433.3
                          ------    ------      ------     ------
EBITDA                      19.4      26.7        41.1       49.3
Amortization and
   depreciation           (11.1)    (13.8)      (34.5)     (41.0)

Asset impairment, lease
   exit and restructure
   costs                  (30.3)    (16.1)      (56.2)     (25.9)
                          ------    ------      ------     ------
   Operating Income
   (Loss)                 (22.0)     (3.2)      (49.6)     (17.6)
Interest expense,
    net                   (18.2)    (17.1)      (56.8)     (49.1)
Gain on sale of
    assets                   6.6       0.8        15.8        4.3

Reorganization costs      (17.4)        -       (17.4)         -

Other                      (3.7)     (3.7)       (3.4)      (5.0)
                          ------    ------      ------     ------
   Income (Loss)
   before Income Taxes    (54.7)    (23.2)     (111.4)     (67.4)

Income taxes               (0.1)     (0.2)       (0.6)      (0.5)
                          ------    ------      ------     ------
   Net Loss               $ 54.8    (23.4)     (112.0)     (67.9)
                          ======    ======      ======     ======

Commenting on the Company's results, Kurt C. Hall, President and
Chief Executive Officer, said: "While there has been a significant
decline in new theatre construction and an increase in theatre
closures as companies restructure their balance sheets and lease
portfolios, excess screen and seat capacity in the industry
continue to adversely affect overall industry results. While the
rationalization of the industry over-screening appears to have
started, it is going to be a very long recovery period."

Mr. Hall continued: "Our efforts to dispose of underperforming
theatres and reduce certain operating and corporate costs have
allowed us to stabilize our cash flow margins, while year-to-date
industry margins continue to decline. Improvements in operating
performance included an increase in our year-to-date admissions
per theatre of 8.7% and concession sales per theatre of 13.2%, and
a 7.7% year-to-date increase in EBITDA per weighted average
theatre."

Mr. Hall concluded: "Our Chapter 11 proceedings continue to move
forward as planned with the Confirmation hearing with respect to
our Plan of Reorganization scheduled for January 22, 2001.

Thankfully, all of the hard work of our employees, attorneys and
consultants prior to our filing and during the proceedings has not
only allowed us to continue to operate our business in the
ordinary course, but has allowed us to focus on improving our
business and executing our business plan implicit in our Plan of
Reorganization."

United Artists is a leading operator of motion picture theatres
with 1,623 screens in 218 locations. United Artists is a privately
held company that has issued publicly traded debt securities.


VENCOR, INC: Announces $27MM Loss on $717MM of Revenue in 3rd Qtr.
------------------------------------------------------------------
Vencor, Inc., announced its operating results for the third
quarter ended September 30, 2000.

Revenues for the quarter totaled $717 million compared to $682
million in the year-earlier period. The Company reported a net
loss of $27 million or $0.38 per share in the third quarter of
2000 compared to a net loss of $42 million or $0.61 per share in
the third quarter of 1999. The net loss for both quarterly periods
included certain unusual items. In the third quarter of 2000, the
Company recorded a write-off of $9 million related to an impaired
investment and incurred costs of approximately $5 million in
connection with its restructuring activities. Third quarter
results for 1999 included $5 million of costs related to
restructuring activities.

For the nine months ended September 30, revenues aggregated
approximately $2.1 billion for both periods. The Company reported
a net loss of $48 million or $0.69 per share for the nine months
ended September 30, 2000 compared to a net loss of $107 million or
$1.53 per share for the same period a year ago. The net loss for
both nine month periods included certain unusual transactions.

Operating results for 2000 included a gain of $5 million on the
sale of a closed hospital, the previously discussed investment
write-off and restructuring costs of $10 million. Operating
results for 1999 included a $15 million write-down of an
investment, a $6 million charge for the cancellation of a software
development project and restructuring costs of $12 million. In
addition, operating results for the nine months ended September
30, 1999 included a charge of $9 million or $0.13 per share for a
change in accounting for start-up costs adopted on January 1,
1999.

Vencor and its subsidiaries filed voluntary petitions for
reorganization under Chapter 11 with the United States Bankruptcy
Court for the District of Delaware on September 13, 1999.
Vencor, Inc. is a national provider of long-term healthcare
services primarily operating nursing centers and hospitals.


VISION METALS: Case Summary and 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Vision Metals, Inc.
         24 Frank Lloyd Wright Drive
         Ann Arbor, Michigan 48106

Affiliate: Vision Metals Holdings, Inc.

Chapter 11 Petition Date: November 13, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-04205

Debtor's Counsel: Neil H. Glassman, Esq.
                  Steven M. Yoder, Esq.
                  Elio Battista Jr., Esq.
                  The Bayard Firm
                  222 Delaware Avenue, Suite 900
                  P.O. Box 25130
                  Wilmington, DE 19899
                  (302) 655-5000

                  Salvatore A. Barbatano, Esq.
                  Donald A. Workwam, Esq.
                  Foley & Lardner
                  150 W. Jefferson Avenue
                  Suite 1000
                  Detroit, Michigan 48226
                  (313) 963-6200

Total Assets: $ 67,000,000
Total Debts : $ 74,500,000

20 Largest Unsecured Creditors:

Mac Steel - Hear Treating Div.
P.O Box 67000 - Dept. 79901
Detroit, MI 48267-0799
(800) 876-7839                                         $ 1,276,620

Duferco
135 S. LaSalle, Dept. 2782
Chicago, IL 60674-2782
(630) 513-7885                                           $ 567,290   

Weirton Steel Corp.
P.O. Box 100350
Atlanta, GA 30384-0350
(304) 797-2307                                           $ 390,689

North Star Steel Company
P.O. Box 201601
Houston, TX 77216-1601
(800) 634-6612
Fax:(281) 456-7247                                       $ 390,313

Rocky Mountain Steel Mills
23011 Network Place
Chicago, IL 60673-1230
(719) 561-6000
Fax:(719) 561-7256                                       $ 300,893

Brighton Electric Steel                                  $ 224,658

Structural Metals, Inc.                                  $ 204,400

AETNA U.S. Healthcare                                    $ 204,130

Dylon Industries, Inc.                                   $ 171,679

Plymouth Tube Co.                                        $ 153,788

Qualitech Steel SBQ LLC                                  $ 152,136

Hunrco Steel Inc.                                        $ 139,766

CMS Marketing, Services & Trading                        $ 137,048

Mannesmann Demag                                         $ 117,589

Inland Steel Co.                                          $ 82,426

Houghton International Inc.                               $ 81,859

Alliance Tubular Products                                 $ 76,322

Crucible Service Centers                                  $ 68,380

Pelican Waste Services, Inc.                              $ 58,931

Consumers Energy                                          $ 57,068



* Meetings, Conferences and Seminars
------------------------------------
November 16-20, 2000
       COMMERCIAL LAW LEAGUE OF AMERICA
          80th Annual New York Conference
             Marriott World Trade Center, New York City
                Contact: CLLAmember@aol.com

November 27-28, 2000
       RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC.
          Third Annual Conference on Distressed Investing
             The Plaza Hotel, New York, New York
                Contact: 1-903-592-5169 or ram@ballistic.com

November 30-December 2, 2000
       AMERICAN BANKRUPTCY INSTITUTE
          Winter Leadership Conference
             Camelback Inn, Scottsdale, Arizona
                Contact: 1-703-739-0800

January 9-14, 2001
       LAW EDUCATION INSTITUTE, INC.
          National CLE Conference on Bankruptcy Law
             Marriott, Vail, Colorado
                Contact: 1-800-926-5895 or www.lawedinstitute.com

February 22-23, 2001
       ALI-ABA
          Commercial Real Estate Defaults, Workouts,
          and Reorganizations
             Wyndham Palace Resort, Orlando
             (Walt Disney World), Florida
                Contact: 1-800-CLE-NEWS

February 25-28, 2001
       NORTON INSTITUTES ON BANKRUPTCY LAW
          Norton Bankruptcy Litigation Institute I
             Marriot Hotel, Park City, Utah
                Contact: 770-535-7722 or Nortoninst@aol.com

February 28-March 3, 2001
       TURNAROUND MANAGEMENT ASSOCIATION
          Spring Meeting
             Hotel del Coronado, San Diego, CA
                Contact: 312-822-9700 or info@turnaround.org

March 28-30, 2001
       RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC.
          Healthcare Restructurings 2001
             The Regal Knickerbocker Hotel, Chicago, Illinois
                Contact: 1-903-592-5169 or ram@ballistic.com

March 29-April 1, 2001
       NORTON INSTITUTES ON BANKRUPTCY LAW
          Norton Bankruptcy Litigation Institute II
             Flamingo Hilton; Las Vegas, Nevada
                Contact: 1-770-535-7722 or Nortoninst@aol.com

April 19-21, 2001
       ALI-ABA
          Fundamentals of Bankruptcy Law
             Some Hotel in San Francisco, California
                Contact: 1-800-CLE-NEWS

May 17-18, 2001
       RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC.
          Bankruptcy Sales & Acquisitions
             The Renaissance Stanford Court Hotel,
             San Francisco, California
                Contact: 1-903-592-5169 or ram@ballistic.com

June 13-16, 2001
       Association of Insolvency & Restructuring Accountants
          Annual Conference
             Hyatt Newporter, Newport Beach, California
                Contact: 541-858-1665 or aira@ccountry.com

June 28-July 1, 2001
       NORTON INSTITUTES ON BANKRUPTCY LAW
          Western Mountains, Advanced Bankruptcy Law
             Jackson Lake Lodge, Jackson Hole, Wyoming
                Contact: 770-535-7722 or Nortoninst@aol.com

July 26-28, 2001
       ALI-ABA
          Chapter 11 Business Reorganizations
             Hotel Loretto, Santa Fe, New Mexico
                Contact: 1-800-CLE-NEWS

The Meetings, Conferences and Seminars column appears
in the TCR each Wednesday. Submissions via e-mail to
conferences@bankrupt.com are encouraged.

                           *********

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
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained herein
is obtained from sources believed to be reliable, but is not
guaranteed.

The TCR subscription rate is $575 for six months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each. For subscription information, contact Christopher Beard
at 301/951-6400.

                * * * End of Transmission * * *