TCR_Public/001116.MBX         T R O U B L E D   C O M P A N Y   R E P O R T E R

          Thursday, November 16, 2000, Vol. 4, No. 225

                           Headlines

ALTIUS HEALTH: S&P Assigns CCCpi Financial Strength Rating to HMO
AMERICAN ECO: Asks for Exclusive Period to Run through March 2
AMERICAN FINANCIAL: Moody's Takes Dim View of Financial Strength
AMERISERVE: Closes on $11.3MM Sale of Chicago Consolidated Unit
AVIVA PETROLEUM: 3Q Earnings Take Nose Dive from Last Year

CARE CHOICES: S&P Assigns Bpi Rating, Citing Weak Capitalization
CAREMATRIX OF DEDHAM: Case Summary & Largest Unsecured Creditors
CIMARRON HMO: S&P Assigns CCCpi Financial Strength Rating
CLARK MATERIAL: Retains Auctioneers to Sell Lexington Property
COMPREHENSIVE HEALTH: S&P Lowers Financial Strength Rating to Bpi

CORAM HEALTHCARE: Altheimer & Gray to Represent Equity Committee
CROWN CRAFTS: Sells Wovens Division Sale to Mohawk for $36MM
DOW CORNING: Nevada Plaintiffs Intend to Seek 6th Circuit's Review
EMPLOYEE SOLUTIONS: $22.8MM Net Loss for Quarter Ending Sept. 30
FINOVA CAPITAL: Moody's Downgrades Senior Debt Rating to B3

FRUIT OF THE LOOM: Tardy Claim in Filene's Case is Deemed Timely
GE CAPITAL: Fitch Puts D Rating on Series 1996-HE4 Certificates
GLOBAL OCEAN: Committee Retains Paul Weiss as Legal Counsel
HARNISCHFEGER INDUSTRIES: Amends L/Cs Re PPM 4 & PPM 5 Contracts
HEDSTROM HOLDINGS: Wants Extension of Exclusive Period to March 7

HC HOLDINGS: Asks Court to Establish December 29 Claims Bar Date
ICG COMMUNICATIONS: Telecom Firm Seeks Chapter 11 in Delaware
ICG COMMUNICATIONS: Case Summary & 20 Largest Unsecured Creditors
ICG HOLDINGS: Moody's Junks Senior Unsecured Credit Ratings
LIBERTY HOUSE: Judge King Schedules 3-Day Confirmation Hearing

LOEWEN GROUP: Files Comprehensive Plan & Disclosure Statement
LOEWEN GROUP: 17 Funeral Homes & 8 Cemeteries Fetch $9 Million Bid
MOSSIMO, INC: Loses $720,000 in Third Quarter
NEXTWAVE: Federal Court Turns Down Plea To Stall Wireless Auction
NIAGARA MOHAWK: Convening Special Shareholder Meeting on Jan. 19

OWENS CORNING: UST Appoints Official Asbestos Claimants' Committee
P*I*E NATIONWIDE: Employees & Creditors See Checks After 10 Years
PAGING NETWORK: Metrocall Objects to Confirmation of Debtors' Plan
PILLOWTEX CORP: Commences Chapter 11 Cases in Wilmington
PILLOWTEX CORP: Moody's Junks All Debt Ratings in Wake of Filing

PILLOWTEX CORP: NYSE Suspends Trading & Moves To Delist Stock
PILLOWTEX, INC: Case Summary and 50 Largest Unsecured Creditors
PLAY-BY-PLAY: Improved Sales for Fourth Quarter and Fiscal Year
PRIME RETAIL: Announces Third Quarter Results
PRO AIR: FAA Announces Agreement For Airline To Fly in 3 Months

RED GORILLA: Operations Cease Permanently & Employees Sent Home
RELIANCE GROUP: 3Q Results Report $546.5 Million Net Loss
SAFETY KLEEN: Enters into New Distribution Pact with SystemOne
SCOUR, INC: CenterSpan Expresses Interest in Acquiring Assets
STROUDS: Committee Applies to Employ and Retain Ernst & Young

VENCOR, INC: Selling Two Properties In Oklahoma & Texas for $1.2MM

                           *********


ALTIUS HEALTH: S&P Assigns CCCpi Financial Strength Rating to HMO
-----------------------------------------------------------------
Standard & Poor's has assigned its triple-'Cpi' financial strength
rating to Altius Health Plans Inc. (Altius).

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

Altius Health Plans, with headquarters in South Jordan, Utah, is
licensed in and operates within Utah. It began operations on Oct.
1, 1998, when it acquired the common stock of PacifiCare of Utah
Inc., a wholly owned subsidiary of PacifiCare Health Plan
Administrators Inc.

Major Rating Factors:

   -- Altius's risk-based capitalization at year-end 1999 was
       considered extremely weak based on Standard & Poor's
       capital adequacy model. Altius's total net worth is just
       $0.4 million. At year-end 1999, the company was not in
       compliance with the Utah Department of Insurance's
       requirement of combined minimum capital and compulsory
       surplus of $2.6 million, resulting in a company deficit of
       $2.2 million.

   -- Altius's operating performance was very weak, with
       underwriting losses of $12.8 million in 1999, $31.5 million
       in 1998 and $84.8 million in 1997.

   -- Liquidity is weak, with a Standard & Poor's liquidity ratio
       of 86.4 percent based on its year-end 1999 statutory
       financial statement.


AMERICAN ECO: Asks for Exclusive Period to Run through March 2
--------------------------------------------------------------
American Eco Holding Corp., et al. seeks a court order extending
the debtors' exclusive periods in which to file a Chapter 11 plan
and to solicit votes thereon.

The debtors seek an extension of the Exclusive Filing Period for
ninety days from December 2, 2000 through and including March 2,
2001. The debtors also seek an extension of the Exclusive
Solicitation Period within which the debtors maintain the
exclusive right to solicit votes on such a plan for ninety days
from January 31, 2001, through and including May 1, 2001. The
debtors claim that the size and complexity of the cases warrant
the extensions.

The debtors have been faced with a shortage of manpower to
assemble and analyze information necessary to formulate a plan
within the first 120 days. To date, the debtors have devoted most
of their time and resources meeting their liquidity needs, scaling
back and/or closing unprofitable portions of their businesses, and
selling assets to maximize their value. The debtors expect that
substantially all of their businesses and assets will be
liquidated pursuant to various orders of the court.

The debtors are seeking to fix a bar date for filling proofs of
claim in these cases in late December 2000. The debtors claim that
they have not had sufficient time to negotiate, formulate, and
consummate a plan. The debtors intend to diligently move forward
with the plan formulation process now that the initial phase of
the case is coming to a conclusion.

Co-counsel for the debtors are Michael S. Etkin, Sharon Levine,
Paul Kizel and Bruce Buechler of Lowenstein Sandler PC and Laura
Davis Jones, Bruce Grohsgal, Michael R. Seidl of Pachulski, Stang,
Ziehl, Young & Jones PC.


AMERICAN FINANCIAL: Moody's Takes Dim View of Financial Strength
----------------------------------------------------------------
Moody's Investors Service has changed the outlook for the debt and
financial strength ratings of American Financial Group, Inc. (AFG)
and its rated subsidiaries to negative from stable. Presently,
AFG's senior unsecured securities carry a rating of Baa2, the
subordinated debentures of its downstream holding company American
Premier Underwriters, Inc. carry a rating of Baa3, and the rating
of its lead insurance company Great American Insurance Company
(GAIC), as well as members of the intercompany pool, is A3. The
negative rating outlook also extends to the rated subsidiaries of
AFG's majority-owned life insurance and annuity writer -- Great
American Financial Resources, Inc. Similarly, the change in
outlook is applicable to the rating of that holding company's
primary insurer -- Great American Life Insurance Company.

According to Moody's, the change in outlook stems primarily from a
deterioration in the company's core earnings throughout 2000 and
the challenges the company faces in improving those earnings in
the upcoming year. Adverse loss cost trends and underpriced auto
insurance policies have contributed to the decline in AFG's core
auto insurance writings, while intense competition, increasing
loss cost trends and a tumultous workers' compensation environment
in California have adverseley impacted their commercial insurance
operations. Moody's noted that the company has taken corrective
underwriting and pricing actions in order to improve its earnings.
Moreover, AFG should benefit from the general level of price
increases that are taking place in the personal auto and
commercial insurance sectors. However, in light of AFG's
meaningful financial leverage, the weakened earnings increases the
company's susceptibility to events such as additional reserve
increases, an acceleration of loss costs, or structural shifts
that dampen the realization of future rate increases. The negative
outlook is intended to reflect the likely rating implication
should these, or other adverse events, materialize.

The negative outlook extends to debt issued by subsidiaries of
AFG's 83% owned annuity/life company -- Great American Financial
Resources, Inc. (GAFRI). GAFRI's annuity and life/health
operations benefit from their niche position within the qualified
and non-qualified tax-deferred annuity market, good asset quality,
and historically stable earnings. These strengths are tempered by
the group's financial leverage and its relatively small scale in
all business lines. GAFRI's ratings are closely tied to the
ratings at AFG due to that company's large ownership percentage
and their common brand name.

The rating agency continued, noting that AFG's debt and financial
strength ratings reflect the group's diversified earnings stream
within its property/casualty division and annuity insurance
operations, as well as its relatively modest exposure to
catastrophe losses. Moody's noted that these positives are
attenuated by the group's still material debt and preferred
security obligations, and its dependence on dividends from its
operating companies to service that debt.

American Financial Group, Inc., headquartered in Cincinnati, Ohio,
is a holding company which, through its operating subsidiaries, is
active in private passenger automobile and specialty property and
casualty insurance, as well as the sale of interest-sensitive tax-
deferred annuities and certain life and supplemental insurance
products. AFG reported after-tax operating income of $28 million
through the first nine months of 2000 (including reserve
strengthening for its California Workers Compensation business of
$23 million after-tax and special litigation charges totaling $23
million in the 2Q00), down from $126.6 million last year.
Shareholder's equity stood unchanged from the year-end at $1.3
billion at September 30, 2000. The property/casualty combined
ratio for the first nine months was 108.8% compared with 100.8% a
year earlier.


AMERISERVE: Closes on $11.3MM Sale of Chicago Consolidated Unit
---------------------------------------------------------------
AmeriServe Food Distribution, Inc. announced it has closed the
sale of its redistribution company, Chicago Consolidated
Corporation (CCC), to Consolidated Distribution Corporation.  The
sale price was approximately $11.3 million, after adjustments for
inventory levels.

AmeriServe, headquartered in Addison, Texas, a suburb of Dallas,
is a nationwide distributor specializing in chain restaurants,
serving leading quick service systems such as KFC, Long John
Silver's, Pizza Hut and Taco Bell.


AVIVA PETROLEUM: 3Q Earnings Take Nose Dive from Last Year
----------------------------------------------------------
Aviva Petroleum Inc. (OTC Bulletin Board: AVVPP) reported net
earnings of $127,000 for the quarter ending September 30, 2000
compared with net earnings of $303,000 for the same period last
year. For the first nine months of 2000, net earnings of
$9,427,000 were recorded, compared to the $510,000 net loss for
the first nine months of 1999.  Included in the first nine months
2000 results are gains of $3,452,000 on the transfer of
partnership interests to the Company's senior lender and an
extraordinary gain of $4,673,000 on the related extinguishment of
debt.

Crude oil sales in Colombia for the first nine months of 2000 were
143,000 barrels, down from 285,000 barrels in the comparable
period of 1999. Of the decrease 63,000 barrels is due to the
transfer of Colombian assets to the Company's senior lender in
connection with debt restructuring and 79,000 barrels is due to
production declines. Oil prices averaged $27.06 per barrel in the
current nine-month period, up from the $13.82 per barrel average
in the same 1999 period.

In the U.S., crude oil volumes were 39,000 barrels in the first
nine months of 2000, down from 44,000 barrels in the comparable
period of 1999. This decrease was due to downtime resulting from
adverse weather and equipment failures. U.S. oil prices increased
from $15.09 per barrel in the first nine months of 1999, to $28.38
per barrel in the current nine month period. Natural gas prices
averaged $3.49 per MCF for the first nine months of 2000 compared
to $2.00 per MCF in the 1999 comparable period.

The following Condensed Consolidated Statement of Operations
(unaudited) has been filed with the U.S. Securities and Exchange
Commission as part of the Company's third quarter report on Form
10-Q.

Aviva Petroleum is engaged in the exploration for and the
development and production of oil and gas in Colombia, Papua New
Guinea and offshore in the United States.


CARE CHOICES: S&P Assigns Bpi Rating, Citing Weak Capitalization
----------------------------------------------------------------
Standard & Poor's has assigned its single-'Bpi' financial strength
rating to Care Choices HMO.

The rating reflects weak capitalization and weak earnings, which
are offset by good liquidity.

Care Choices HMO, a Michigan-based company, was incorporated in
1986. It is a membership corporation and is a wholly owned
subsidiary of Mercy Health Services.

Major Rating Factors:

   -- Care Choices HMO's risk-based capitalization is weak, as
       reflected by a Standard & Poor's capital adequacy ratio of
       36.8% at year-end 1999. Total statutory capital at year-end
       1999 was $13.6 million, of which $5 million is in surplus
       notes from St. Joseph Mercy Health System.

   -- The company's operating performance was weak, with
       underwriting losses of $2.6 million in 1999 and $8.5
       million in 1998.

   -- Care Choices HMO's liquidity is good, with a Standard &
       Poor's liquidity ratio of 110.9% based on its year-end 1999
       statutory financial statement.


CAREMATRIX OF DEDHAM: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: CareMatrix of Dedham, Inc.
        197 First Avenue
        Needham, MA 02494

Affiliates: CareMatrix Corporation, a Delaware corporation;
            CareMatrix of Massachusetts, Inc., a Delaware
             corporation;

            CMD Securities Corporation, a Delaware corporation
            Lakes Region Villages LLC, a New Hampshire limited
             liability company
            Dominion Village at Chesapeake, LP, a Delaware limited         
             partnership
            Dominion Village at Poquoson, LP, a Delaware limited
             partnership
            Dominion Village at Williamsburg, LP, a Delaware
             limited partnership
            CCC of Maryland, Inc., a Delaware corporation
            CareMatrix of Needham, Inc., a Delaware corporation
            CareMatrix of Dedham, Inc., a Delaware corporation

Type of Business: CareMatrix Corporation and its various
                   affiliated debtor subsidiaries, including
                   CareMatrix of Dedham, Inc., 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.: 00-04168

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: $ 2,422,851
Total Debts : $ 3,475,601

16 Largest Unsecured Creditors

Prism Rehab Systems, Inc.
695 Atlantic Avenue
Suite 11
Boston, MA 02111                                          $418,524

Town of Dedham
Collector of Taxes
P.O. Box 1
Dedham, MA 02027-0001                                     $257,532

Mariner Health
125 Eugene O'Neil Drive
New London, CT 06320                                      $254,229

Suncare Resp. Service                                      $65,375

Valcour Medical of FL, Inc.                                $64,213

Therapist Unlimited-Bos                                    $50,875

Pharmercia                                                 $37,923

Hall-Smith Sysco                                           $35,640

Hill-Rom                                                   $27,188

Procaire, LLC                                              $24,115

Favorite Nurses                                            $22,436

Athena Health Care                                         $21,869

Triple A. Supplies                                         $10,078

Perigon Distribution Corp.                                  $9,626

Lovins and Metcalf, A tty.                                  $9,614

Omega Medical Services                                      $9,558


CIMARRON HMO: S&P Assigns CCCpi Financial Strength Rating
---------------------------------------------------------
Standard & Poor's has assigned its triple-'Cpi' financial strength
rating to Cimarron HMO Inc. (Cimarron).

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

Cimarron, an Albuquerque, N.M.-based company, was incorporated in
1992. Cimarron is an 80%-owned subsidiary of Health Care Horizons
Inc., which is based in Michigan.

Major Rating Factors:

   -- Cimarron's risk-based capitalization is very weak, as
       reflected by Standard & Poor's capital adequacy ratio of
       26.2% at year-end 1999.

   -- The company's liquidity is marginal, with a Standard &
       Poor's liquidity ratio of 90.4% based on the company's
       year-end 1999 statutory financial statement.

   -- Earnings are marginal, as measured by Standard & Poor's
       earnings adequacy ratio of 74% based on financial
       statements for the three years ending Dec. 31, 1999.


CLARK MATERIAL: Retains Auctioneers to Sell Lexington Property
--------------------------------------------------------------
Clark Material Handling Company, et al. seeks court authority to
sell certain assets by auction. The debtors also seek to retain
Myron Bowling Auctioneers and Michael Fox International to conduct
a public auction of certain of the debtors' real and personal
property, in accordance with the terms of the Cash
Guarantee and Auctioneer Agreement.

The debtor was authorized by the court to continue a transition
strategy enabling the debtors to conduct an orderly wind-down of
manufacturing operations at the Lexington Facility and to
transition those operations to certain non-debtor foreign
subsidiaries and third parties where the manufacture of the
Lexington Facility product lines would continue on a more
cost-effective and profitable basis and whereby worldwide excess
capacity would be significantly reduced.

Pursuant to the auction agreement the auctioneer shall guarantee
and pay to the debtors' estate prior to the auction the amount of
$663,000 with respect to the personal property. The first $50,000
in excess of this amount shall be retained by the auctioneer.
Auction proceeds in excess of $713,000 shall be divided 90% to the
debtors and 10% to the auctioneer. In addition, the auctioneer
shall charge and collect form purchasers a 10% buyer's premium
with respect to any personal property sold at the auction.

If the debtors determine to sell certain office building and
parcel of land located at 749 Short Street, Lexington, Kentucky,
at the auction, the auctioneer will charge and retain a 5% buyer's
premium in connection with such sale. If the Short Street Property
does not sell or is withdrawn from the auction, and an active
participant at the auction purchases the Short Street Property
within 45 days of the auction, the auctioneer shall be entitled to
a 5% commission out of the proceeds of the sale of the Short
Street Property.

The debtors desire to liquidate the personal property because the
debtors intend to discontinue operations at the Lexington
Facility. The debtors believe that a sale by auction of the
personal property will maximize the value of their estates.


COMPREHENSIVE HEALTH: S&P Lowers Financial Strength Rating to Bpi
-----------------------------------------------------------------
Standard & Poor's has lowered its financial strength rating on
Comprehensive Health Services Inc. (d/b/a The Wellness Plan) to
single-`Bpi' from double-`Bpi.'

The downgrade reflects the HMO's weak earnings, risk-based
capitalization and liquidity.

Comprehensive Health Services Inc., incorporated in 1972, is a
nonprofit HMO that provides comprehensive prepaid health services
to its members located and serviced primarily in the southeastern
Michigan area.

Major rating factors:

   -- The company's operating performance is weak, with
       underwriting losses of $26.2 million in 1999, $9.0 million
       in 1998 and $26.5 million in 1997.

   -- Its risk-based capitalization is weak, as reflected by a
       Standard & Poor's capital adequacy ratio of 50.3 percent at
       year-end 1999.

   -- Liquidity is weak, with a Standard & Poor's liquidity ratio
       of 74.3 percent based on the company's year-end 1999
       statutory financial statement.


CORAM HEALTHCARE: Altheimer & Gray to Represent Equity Committee
----------------------------------------------------------------
The Official Committee of Equity Security Holders of Coram
Healthcare Corp. seeks an order authorizing the retention and
employment of Altheimer & Gray as counsel.

The Equity Committee anticipates that A&G will render general
legal services to the Equity Committee as needed throughout the
course of these Chapter 11 cases.

The professional services which the Equity Committee will require
of the firm include primarily, the following:

   a) Advising the Equity Committee as to its rights, powers and
        duties;

   b) Advising the Equity Committee in connection with proposals
        and pleadings submitted by the debtor or others to the
        court;

   c) Investigating the actions of the debtors and the assets and
        liabilities of the estates;

   d) Advising the Equity Committee in connection with negotiation
        and formulation of any plans of reorganization;

   e) Reviewing all applications and motions filed by parties
        other than the Equity Committee and to represent the
        interests of the Equity Committee in and outside of court
        with respect to all applications and motions;

   f) Generally advocating positions that further the interests of
        the Equity Committee's constituents; and

   g) Performing such other services as are in the interests of
        the Equity Committee's constituents.

Altheimer & Gray will charge for its legal services on an hourly
basis. According to the Affidavit of Richard F. Levy, partner in
the law firm of Altheimer & Gray, the current hourly rates charged
by the firm are:

          Partners:                 $260-$650
          Associates:               $165-$260
          Legal Assistants:          $75-$150


CROWN CRAFTS: Sells Wovens Division Sale to Mohawk for $36MM
------------------------------------------------------------
Crown Crafts, Inc. (NYSE: CRW), announced financial results for
the fiscal 2001 second quarter, which ended October 1, 2000, and
the closing of the sale of the Wovens Division to Mohawk
Industries.  Net proceeds from the sale of approximately $36
million will be used to reduce debt.

Second-quarter net sales decreased 2.4 percent to $82.2 million in
fiscal 2001 from the $84.2 million in the second quarter last
fiscal year.  Sales of throws and decorative home accessories
increased by $6.5 million.  This increase was more than offset by
a decrease of $7.0 million in bedroom products due to the decision
to exit the unprofitable Studio adult bedding lines.  Including a
loss of $10.8 million on the sale of the Wovens Division,
fiscal 2001 second-quarter's net loss was $11.4 million or $1.33
per share on a basic and diluted basis.  In the second quarter of
2000 the Company reported a net loss of $1.8 million or $0.21 per
basic and diluted share.

For the first six months of fiscal 2001, net sales declined 6.4%
to $140.4 million from $149.9 million in fiscal 2000's first half.  
With the favorable resolution of last year's shipping problems,
sales of throws and decorative home accessories increased by $8.3
million.  Sales of infant and juvenile products declined by $3.7
million largely due to a decreased sales of Pillow Buddies(R).  
Sales of bedroom products decreased by $14.1 million for the
reasons mentioned above.  Net loss for the first six months was
$22.3 million or $2.59 per basic and diluted share compared to a
net loss for the first half of fiscal 2000 of $5.6 million, or
$0.66 per share, basic and diluted.

Commenting on the results, Michael H. Bernstein, Crown Crafts'
Chief Executive Officer, stated, "With the actions taken,
including significant cost reductions, outsourcing of
manufacturing, sale of the wovens division and reduction of debt,
Crown Crafts is now positioned to be profitable in two attractive
segments of home fashions: infant products (including bedding,
bath and bibs); and luxury adult bedding with the Calvin Klein and
Royal Sateen labels.  Although we incurred a substantial loss on
the sale of the Wovens Division, this will benefit us by reducing
the debt burden and overhead.

Excluding the loss on the sale of Wovens, operating income in the
second quarter was $3.7 million compared to $0.4 million last
year.  We expect that results in the coming quarters will continue
to show improvement."


DOW CORNING: Nevada Plaintiffs Intend to Seek 6th Circuit's Review
------------------------------------------------------------------
A federal judge ruled that women opposed to a $3.2-billion
settlement over silicone breast implants may not sue Dow Corning
Corp.'s corporate parents, reversing a bankruptcy judge's opinion,
according to the Associated Press. The 168-page ruling by U.S.
District Judge Denise Page Hood set aside federal Bankruptcy Judge
Arthur Spector's opinion of last December, in which Spector said
that he lacked the power to release the parent companies from
future liability. Barring additional appeals, Hood's ruling sets
the stage for the case's claimants to begin receiving
compensation. "This really will let the process move forward and
allow claimants to receive payment for their claims," Dow Corning
spokesman T. Michael Jackson said. "We hope that with this
positive ruling that those who filed objections will not file
further appeals."

As reported in yesterday's edition of the Troubled Company
Reporter, a full-text copy of Judge Hood's Opinion is posted at:

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

But a lawyer who was among those fighting the settlement's no-
lawsuit release said more appeals are planned. Geoffrey White
represents a group of women in Nevada, where that state's supreme
court has upheld damages against Dow Chemical Co. - one of Dow
Corning's corporate parents - over silicone implants, opening the
door for similar lawsuits. White said he would take the matter to
the 6th U.S. Circuit Court of Appeals in Cincinnati and predicted
that would not be the end. (ABI 14-Nov-00)


EMPLOYEE SOLUTIONS: $22.8MM Net Loss for Quarter Ending Sept. 30
----------------------------------------------------------------
Employee Solutions Inc. (OTCBB:ESOL) announced its third-quarter,
2000, financial results, including a definitive announcement date
regarding the results of the financial restructuring negotiations.

Revenues for the quarter ended Sept. 30, 2000, totaled $175.2
million versus the previous year's third-quarter revenues of
$222.4 million. Net loss for the quarter was $8.6 million, or
$0.21 per diluted share, compared with a net loss of $3.4 million,
or $0.10 per diluted share, for the year-earlier period.

Revenues for the nine months ended Sept. 30, 2000, were $544.5
million compared with $627.4 million for the prior-year period.
Net loss was $22.8 million, or $.56 per diluted share, for nine
months versus a net loss of $10.3 million, or $.31 per diluted
share, for the same period a year ago.

As of Sept. 30, 2000, the number of worksite employees totaled
approximately 30,960, a decrease from approximately 37,300 a year
ago. The number of customer companies on Sept. 30, 2000, numbered
1,794 compared with 2,015 a year earlier.
Unrestricted net cash and investments on Sept. 30, 2000, was $12
million.

Regarding the ongoing restructuring negotiations, Sara Dial,
chairman of the board of Employee Solutions, said, "We expect to
issue a definitive announcement of the results of the
restructuring negotiations on Tuesday, Nov. 21, 2000."

Employee Solutions offers business to business enterprise
solutions for employers, franchisors, technology-related
businesses and membership associations throughout the United
States by providing comprehensive payroll and payroll tax
processing, human resource management services, benefits design
and administration, and risk management services. For additional
information, access the Company's Web site at
www.employeesolutions.com.


FINOVA CAPITAL: Moody's Downgrades Senior Debt Rating to B3
-----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of FINOVA
Capital Corporation (senior debt to B3 from B1) and of its rated
affiliates. The ratings remain on review for possible further
downgrade.

Moody's rating action follows FINOVA's third quarter earnings
release and its announcement that it has signed a letter of intent
with Leucadia National Corporation (senior debt rated at Ba1)
concerning Leucadia potentially making a sizeable investment in
FINOVA, subject to regulatory approvals and other conditions.

Moody's downgrade results from the significant deterioration in
the operating results of both FINOVA's ongoing operations as well
as its discontinued operations, from uncertainties with regard to
the company's ability to close the announced Leucadia transaction
given its contingencies, and from significant execution risks both
with and without the contemplated equity infusion.

FINOVA's earnings release revealed that the company's ongoing
operations performed poorly in the third quarter, posting a net
loss of $71 million for the period. These operations are the key
to the company's go-forward strategy, and Moody's found the
financial results troubling. In Moody's opinion, these results
raise concerns about FINOVA's ability to execute its strategies.

Moody's continued that, according to FINOVA's press release
regarding the Leucadia transaction, the terms of the agreement
include Leucadia investing an initial $250 million into FINOVA to
purchase a new Payment in Kind Convertible Preferred Stock.
Leucadia has also agreed to act as standby purchaser of $100
million of additional Payment in Kind Convertible Preferred Stock
in the future. Given the outlined structure of these securities,
Leucadia would achieve voting control of FINOVA. In addition, the
terms described call for Leucadia to control the election of a
majority six directors of a new 10-member board.

Moody's said that in its review, it would consider the fact that
any possible investment by Leucadia is contingent upon FINOVA
successfully renegotiating its multiple bank facilities. As noted
in prior Moody's releases, this could prove difficult. Moody's
will closely monitor this process, and the degree to which Moody's
believes that FINOVA will successfully renegotiate these bank
facilities will be incorporated into FINOVA's ratings. Lack of
progress on the bank renegotiations or on other factors relevant
to Leucadia making this investment could lead to further negative
ratings pressure.

Moody's continued that it would also consider the repositioning of
FINOVA's franchise which management has begun to outline, the
company's financial flexibility which is currently extremely
limited, and the strength and viability of FINOVA's near, mid and
long-term business plans. Capital markets access at a cost that
would allow for reasonable investment returns will be critical to
FINOVA's future if it were to remain an operating, as opposed to a
liquidating, entity.

Finally, the market for finance properties and assets continues to
be challenging. These market conditions may limit FINOVA's
operating and strategic alternatives both with and without the
contemplated investment by Leucadia.

Given each of these issues and the substantial execution risk
which exists, Moody's believes that even if the announced Leucadia
transaction is completed, FINOVA's ratings would not likely rise
above their current level in the near term.

The following ratings were downgraded and remain on review for
possible further downgrade:

   * FINOVA Capital Corporation

      a) Long-Term Issuer to B3 from B1

      b) Senior to B3 from B1

      c) Subordinated Shelf to (P)Caa2 from (P)B3

   * FINOVA Group Inc.

      a) Convertible Subordinated Debt to Caa3 from Caa1

The following ratings remain on review for possible downgrade:

   * FINOVA Finance Trust

      a) Preferred Stock at "caa"

   * FINOVA Group Inc.

      a) Cumulative Preferred Stock Shelf at (P)"caa"

      b) Non-Cumulative Preferred Stock Shelf at (P)"ca"

FINOVA Capital Corporation is a commercial finance company; its
operations are primarily in the United States. At September 30,
2000, FINOVA Capital Corporation reported total assets of
approximately $13 billion. FINOVA Capital Corporation is a wholly
owned subsidiary of FINOVA Group, Inc., and it is based in
Scottsdale, Arizona.


FRUIT OF THE LOOM: Tardy Claim in Filene's Case is Deemed Timely
----------------------------------------------------------------
Fruit of the Loom, Inc., was owed approximately $111,000 by
Filene's Basement, Inc., when Filene's sought protection from its
creditors in the U.S. Bankruptcy Court for the District of
Massachusetts (Bankr. Case No. 99-16984). Kathleen M. Logan at
Logan & Co. caused notice of the deadline by which all proofs of
claim against Filene's are filed, to be served on creditors.
However, Ms. Logan mailed that notice to a Pro Player lockbox at a
North Carolina bank rather than Fruit of the Loom's headquarters
in Bowling Green, Kentucky. As a result, the Filene's Bar Date
passed and Fruit of the Loom did not file a proof of claim by the
deadline.

William Howell, Fruit of the Loom's credit manager since 1979,
tells Judge William C. Hillman that his client did not learn about
Filene's 1999 bankruptcy filing or the imposition of a Claims Bar
Date until a routine collection call in late June 2000. Mr. Howell
caused a proof of claim to be filed, albeit tardily, in Filene's
bankruptcy case without further delay. The Massachusetts
Bankruptcy Clerk docketed that proof of claim on July 25, 2000.

A joint motion presented by Fruit of the Loom and Filene's is well
taken because:

   (1) the motion to permit a tardy filing will not prejudice          
       Filene's estates;

   (2) the length of the delay was not unreasonable and will not          
       negatively impact Filene's bankruptcy proceedings;

   (3) the delay was not within Fruit of the Loom's reasonable          
       control; and

   (4) Fruit of the Loom acted in good faith;

Judge Hillman held that Fruit of the Loom meets the excusable
neglect standards articulated In re Leroux, 216 B.R. 459, 464
(Bankr. D. Mass. 1997) (citing Pioneer Inv. Services v. Brunswick
Associates, 113 S.Ct. 1489, 1498, 507 U.S. 380, 395 (1993)).
Accordingly, Judge Hillman rules that Fruit of the Loom's late-
filed proof of claim is deemed timely in Filene's liquidating
chapter 11 proceeding.  (Fruit of the Loom Bankruptcy News, Issue
No. 16; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GE CAPITAL: Fitch Puts D Rating on Series 1996-HE4 Certificates
---------------------------------------------------------------
Fitch lowers the ratings of the following GE Capital Mortgage
Services, Inc. (GECMSI) home equity loan pass-through
certificates:

   -- Series 1996-HE4 class B1 from 'A' Rating Watch Negative to
       'BBB-' Rating Watch Negative and class B2 from 'CCC' Rating
       Watch Negative to 'D'.

Original credit enhancement levels for the 1996-HE4 certificates
were 3.00% and 1.75% for the classes B1 and B2, respectively. As
of the Oct. remittance period, the credit enhancement levels were
3.25% and 0.00% for the classes B1 and B2, respectively.
Cumulative losses on the underlying collateral equal to $3,513,297
or 1.60% of the original collateral balance.

Fitch's rating actions reflect the likelihood of loss to the
referenced classes, given the performance to date and the
outstanding 90+ day delinquent loans, including loans in
foreclosure and REO.

Fitch will continue to closely monitor the performance of these
transactions.


GLOBAL OCEAN: Committee Retains Paul Weiss as Legal Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Global Ocean Carriers Limited, et al., seek
approval of the employment of Paul, Weiss, Rifkind, Wharton &
Garrison as counsel for the Creditors Committee in the debtors'
Chapter 11 cases effective October 20, 2000. The Creditors
Committee expects Paul Weiss to render the following
services:

   a) Represent and advise the Committee in its communications
        with the debtors, the Office of the US Trustee, individual
        creditors and other parties in interest, with respect to
        the administration of the Chapter 11 cases;

   b) Conduct such review as the Creditors Committee may require
        concerning the acts, conduct, assets, liabilities, and
        financial condition of the debtors, the operation of the
        debtors' businesses any causes of action belonging to
        the debtors' estates or creditors and any other matter of
        significance to the creditors committee, which may be
        relevant to the Chapter 11, cases, including the
        disposition of assets and the formulation of one or more
        Chapter 11 plans and disclosure statements pending before
        the court;

   c) Represent and advise the Creditors Committee in connection
        with the formulation, negotiation, and confirmation of one
        or more Chapter 11 plans for the debtors;

   d) Advise the Creditors Committee with respect to its rights
        and obligations under the Bankruptcy Code;

   e) Advise, assist and represent the Creditors Committee in the
        performance of its duties and the e3xerciesse of its
        powers under the bankruptcy Code and the Bankruptcy Rules;

   f) Prepare applications, motions and other papers for filing in
        the Chapter 11 cases and in any related proceedings, and
        represent the Creditors Committee in proceedings herein or
        therein;

   g) Advise the Committee with respect to retaining a financial
        advisor and other professionals.

Paul Weiss will seek compensation form the debtors' estates for
services rendered to the Creditors Committee based on its
customary hourly rates, which are as follows:

          Partners:                 $430-$595
          Counsel:                       $425
          Associates                $225-$410
          Legal Assistants:         $110-$165
          Legal Assistant Clerks:         $75


HARNISCHFEGER INDUSTRIES: Amends L/Cs Re PPM 4 & PPM 5 Contracts
----------------------------------------------------------------
In the Settlement Agreement over the the PPM 4 and PPM 5
contracts, APP and IKPP agreed to return to HII the related 10%
L/C's issued by PNC Bank National Association in favor of Asia
Pulp & Paper Co., Ltd. and P.T. Indah Kiat Pulp & Paper
Corporation, with appropriate instructions to PNC for
cancellation, but APP subsequently determined that the 10% L/C's
were missing and could not be found. Under this circumstance,
Harnischfeger Industries, Inc. and Beloit Corporation move the
Court for entry of an order supplementing the APP Litigation
Settlement Order to amend these letters of credit.

The 10% L/Cs concerned are in the original face amount of
US$15,307,500 each, numbered A-308730 and A308731. After being
amended several times, they are now referred to as Letter of
Credit No. S901565PGH and S901564PGH, respectively.

Under a Reimbursement Agreement with PNC, HII agreed, inter alia,
to reimburse PNC for any draws under the 10% LCs.

PNC has requested that the Debtors, BAPL and APP and IKPP enter
into an amendment of the 10% L/C's to protect against any draw on
the 10% L/C's by:

   * providing for the expiration of the 10% L/C's effective as of
     March 22, 2000 (the date of the Order approving the APP
     Settlement) with no provision for renewal or extension,

   * requiring any draw to be accompanied by the original of the
     amendment,

   * reducing the amount of each of the 10% LC's to US$0.00,

   * disallowing partial drafts and clarifying that the 10% L/C's
     have been amended.

PNC has also requested that HII and Beloit seek the Court's
approval for the proposed amendment.

The Debtors tell Judge Walsh that the Moving Debtors, APP, IKPP
and PNC have consented to the amendment of the 10% L/C's and to
the relief requested in this Motion.

In fact, APP and IKPP are under obligation to indemnify and save
harmless the Moving Debtors, BAPL and PNC, among others, "from any
[sic] against all actions, proceedings, liabilities, claims,
demands, losses, damages, charges, costs and expenses of whatever
nature . . . by reason of our failure to deliver to you the 10%
LC's for payment or negotiation . . . " as they have agreed
pursuant to an Indemnity dated May 2, 2000.

The Debtors also believe that the relief requested in this Motion
is authorized by and in furtherance of the Settlement Agreement
approved by the Court's Order dated March 22, 2000.

The relief requested, the Debtors submit, will not prejudice any
transferee of the 10% L/C's. Each of the 10% L/C's provides that
it is governed by the Uniform Customs and Practices governing
Documentary Credits No. 500 issued by the International Chamber of
Commerce. Articles 9 and 48h of UCP 500 provide that an
irrevocable letter of credit may be amended by the original
parties to the letter of credit and any transferee takes subject
to any amendment of the amount of the letter of credit and the
expiry date, all of which may be reduced or curtailed. Thus, any
transferee of the 10% L/C's would be on notice as a matter of law
that the expiry date and amount of the 10% L/C's may be amended by
the original parties and any transferee will be bound by the terms
of the amendment whether or not the transferee had actual
notice of the amendment.

The Moving Debtors believe that entering into the amendments of
the 10% LC's is in the best interests of their estates. They
believe that they may enter into the amendments to the 10% L/C's
in the ordinary course of their businesses but, in order to
eliminate any uncertainty and the validity of the amendments, the
Moving Debtors have agreed to seek entry of an order accordingly.
(Harnischfeger Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


HEDSTROM HOLDINGS: Wants Extension of Exclusive Period to March 7
-----------------------------------------------------------------
Hedstrom Holdings, Inc., et al. seek to extend the exclusive
periods during which the debtors may file Chapter 11 plans and
solicit acceptances thereof. A hearing on the motion will be
held on November 20, 2000 at 2:00 PM.

The debtors request entry of an order extending the periods to
file and solicit Chapter 11 plans for an additional 120 days to an
including March 7, 2000 and May 8, 2001 respectively.

The debtors have begun the analyses and negotiations toward a plan
of reorganization. The debtors believe that the requested
extensions are consistent with sound case management and will
allow time for management, the statutory unsecured creditors'
committee, the debtors' postpetition lenders and other
parties in interest to focus on the plan process and negotiations
in respect thereof within a framework free of the distractions and
other adverse effects of competing plan proposals or the
possibility of the same. The debtors believe that the requested
extensions are proper and reasonable.


HC HOLDINGS: Asks Court to Establish December 29 Claims Bar Date
----------------------------------------------------------------
HC Holdings, Inc., Custom Shop Corp., Drexel Shirt Co., Inc. and
The Custom Shop Fifth Ave. Corp. seek entry of an order setting
December 29, 2000 as the bar date for the filing of all proofs of
prepetition claims, as well as administrative claims accrued
through October 24, 2000, and approving notice thereof. The
debtors have prepared a joint Chapter 11 plan and a disclosure
statement which should be filed in the next few weeks, and
circulated a draft to the Committee. In connection with the
confirmation of the plan, it would be helpful for the debtors to
know and establish the extent and magnitude of claims asserted
against debtors' estates. Therefore, fixing a bar date for filing
proofs of claim and administrative claims is crucial to efforts to
solicit acceptance of and ultimately confirm a Chapter 11 plan.


ICG COMMUNICATIONS: Telecom Firm Seeks Chapter 11 in Delaware
-------------------------------------------------------------
ICG Communications, Inc. (Nasdaq: ICGX) and certain subsidiaries
announced that it has filed voluntary petitions for Chapter
11 protection with the U.S. Bankruptcy Court for the District of
Delaware.

ICG is a telecommunications company and provider of network
infrastructure, facilities and management. "This is a strategic
step taken by the company as part of its on-going efforts to
restructure and ultimately strengthen the company's balance
sheet," said Randall E. Curran, chief executive officer, ICG. "We
believe we'll be able to reposition ICG to be a profitable and
competitive company well into the future."

The company also announced it has secured a commitment for up to
$350 million of new financing from Chase Manhattan Bank of which
$200 million is available immediately. The remaining $150 million
will be made available upon the satisfaction of certain
conditions. ICG also has approximately $160 million cash on hand.
"We believe that this liquidity is sufficient to continue to fund
ICG's operations going forward to successfully complete our
restructuring," said Curran.

ICG will continue to maintain normal business operations for its
nearly 10,000 customers nationwide, providing all products and
services in accordance with regulatory requirements. The company
has taken this step with the full support of its major lenders and
principal debt holders.

"Our doors are open and it's business as usual," said William S.
Beans Jr., chief operating officer and president of ICG. "Thanks
to the diligent efforts of our employees and equipment vendors, we
believe we have significantly improved our network performance
related to our IRAS services and we are now focused on maintaining
consistent high service levels for all our customers."

ICG Communications, Inc. is an Englewood, Colo.-based
telecommunications company with a nationwide voice and data
network. The company is a competitive local exchange carrier
(CLEC) and broadband data communications company, as well as a
provider of network infrastructure, facilities and management. ICG
delivers products and services to its customer base of Internet
service providers (ISPs), business customers, and interexchange
carriers through its national network. For more information about
ICG Communications (NASDAQ: ICGX), visit the company's Web site at
http://www.icgcom.com.


ICG COMMUNICATIONS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: ICG Communications, Inc.
         161 Inverness Drive West
         Englewood, CO 80112

Affiliates: ICG Services, Inc.
             ICG Equipment, Inc.
             ICG NetAhead, Inc.
             ICG Mountain View, Inc.
             ICG Canadian Acquisition, Inc.
             ICG Holdings (Canada) Co.
             ICG Holdings, Inc.
             ICG Telecom Group, Inc.
             NikoNet, LLC
             ICG Ohio LINX, Inc.
             ICG Enhanced Services, Inc.
             Communications Buying Group, Inc.
             ICG Telecom Group of Virginia, Inc.
             ICG DataChoice Network Services, L.L.C.
             PTI Harbor Bay, Inc.
             Bay Area Teleport, Inc.
             ICG Access Services - Southeast, Inc.
             Trans American Cable, Inc.
             ICG Telecom of San Diego, L.P.
             Western Plains Finance, L.L.C.
             ICG ChoiceCom Management, LLC
             ICG ChoiceCom, L.P.
             DownNorth, Inc.
             ICG Tevis, Inc.
             ICG Funding, LLC

Type of Business: The Debtor and its affiliates are a facilities-
based communications provider and, based on revenue and customer
lines in service, one of the largest non-incumbent competitive
communications companies in the United States. The Company
primarily offers voice and data services directly to business
customers and offer network facilities and data management to
Internet service provider (ISP) customers.

Chapter 11 Petition Date: November 14, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-04238

Debtor's Counsel:  David S. Kurtz, Esq.
                   Skadden, Arps, slate, Meagher & Flom (Illinois)
                   333 W. Wacker Drive, Chicago, IL 60606
                   (312) 407-0700

                         and

                   Gregg M. Galardi, Esq.
                   Skadden, Arps, slate, Meagher & Flom LLP
                   One Rodney Square, Wilmington, DE 19801
                   (302) 651-3000

Total Assets: $ 2,789,927,050 (as of September 30, 2000)
Total Debts : $ 2,809,795,436 (as of September 30, 2000)

20 Largest Unsecured Creditors

Wells Fargo Bank West,
Nat'l Assoc., Corporate
Trust and Escrow Services
as Indenture Trustee for
13 1/2% Sen Discount Notes
due 2005, issued by
Intelcom Group (USA), Inc.
MAC-CC7301-024
1740 Broadway    
Denver, CO 802744-8693                               $ 594,160,062  
Tel:(303) 863-6247                             (Accreted amount as
Fax:(303) 863-5645          public debt            of Nov. 1, 2000

Wells Fargo Bank West,
Nat'l Assoc., Corporate
Trust and Escrow Services
as Indenture Trustee for
12 1/2% Sen Discount Notes
due 2006, issued by
Intelcom Group (USA), Inc.         
MAC-CC7301-024
1740 Broadway    
Denver, CO 802744-8693                               $ 517,925,851
Tel:(303) 863-6247                             (Accreted amount as
Fax:(303) 863-5645          public debt            of Nov. 1, 2000
        
Wells Fargo Bank West,
Nat'l Assoc., Corporate
Trust and Escrow Services
as Indenture Trustee for
10% Sen Discount Notes
due 2008, issued by ICG
Services, Inc.
MAC-CC7301-024
1740 Broadway    
Denver, CO 802744-8693                               $ 391,924,050
Tel:(303) 863-6247                             (Accreted amount as
Fax:(303) 863-5645          public debt            of Nov. 1, 2000

Wells Fargo Bank West,
Nat'l Assoc., Corporate
Trust and Escrow Services
as Indenture Trustee for
9 7/8 % Sen Discount Notes
due 2008, issued by ICG
Services, Inc.
MAC-CC7301-024
1740 Broadway    
Denver, CO 802744-8693                               $ 318,428,137
Tel:(303) 863-6247                             (Accreted amount as
Fax:(303) 863-5645          public debt            of Nov. 1, 2000

Wells Fargo Bank West,
Nat'l Assoc., Corporate
Trust and Escrow Services
as Indenture Trustee for
11 5/8% Sen Discount Notes
due 2007, issued by ICG
Holdings, Inc.
MAC-CC7301-024
1740 Broadway    
Denver, CO 802744-8693                               $ 150,718,480
Tel:(303) 863-6247                             (Accreted amount as
Fax:(303) 863-5645          public debt            of Nov. 1, 2000

Qwest Communications
5555 17th Street
Denver, Co 80202
Tel:(303) 291-1400
Fax:(303) 296-4295          trade                     $ 61,226,634

Lucent Technologies Inc
8400 E. Prentice Ave.
Englewood, CO 80111
Tel:(303) 488-5000
Fax:(303) 714-0402          trade                     $ 42,050,551

UUNET
3060 Williams Dr.
Fairfax, VA 22031
Tel:(703) 206-5600
Fax:(703) 206-5907          trade                     $ 32,529,315

Anixter Inc
4711 Golf Road
Skokie, IL 60076
Tel:(847) 677-7700
Fax:(847) 715-7626          trade                     $ 27,389,304

Cisco Systems Inc.
170 W. Tasman
San Jose, CA 95134
Tel:(408) 326-1941
Fax:(408) 527-2022          trade                     $ 17,973,564

Tellabs Operations Inc
4951 Indiana Ave.
Lisle, IL 60532
Tel:(630) 493-9786
Fax:(630) 852-7346          trade                     $ 15,375,859

Cisco Capital Leasing
170 W. Tasman
San Jose, CA 95134
Tel:(408) 326-1941
Fax:(408) 527-2022          trade                     $ 14,029,488

Telcordia Technologies
8 Corporate Place
PYA-2N343
Piscataway, NJ 08854
Tel:(858) 826-3060
Fax:(858) 826-5617          trade                      $ 7,172,157

Teng Construction LLC
205 N. Michigan Ave.
Chicago, IL 60601
Tel:(312) 795-0763
Fax:(312) 616-6069          trade                      $ 7,144,479

Northern Telecom (Nortel
Networks Inc)
2221 Lakeside Blvd
12th Floor
Mail Stop: 99I/12/B60
Richardson, TX 75082
Tel:(972) 684-1000
Fax:(972) 685-3504          trade                      $ 5,699,951

MA Mortenson Co.
1112 Oakridge Dr.
Suite #104-227
Ft. Collins, CO 80525
Tel:(303) 295-2511
Fax:(970) 223-5418          trade                      $ 4,463,535

Power & Telephone Supply
Company
2673 Yale Ave.
Memphis, TN 38112
Tel:(901) 324-6116
Fax:(901) 320-3082          trade                      $ 4,141,156

Predictive Systems Inc.
1121 Pacific Ave.
Santa Cruz, CA 95060
Tel:(831) 460-3100
Fax:(831) 460-3199          trade                      $ 3,632,447

Sun Microsystems, Inc.
901 San Antonio Rd.
Palo Alto, CA 94303
Tel:(650) 960-1300
Fax:(650) 960-4234          trade                      $ 2,991,951

Velcor
2258 Swetzer Rd.
Penryn, CA 95663
Tel:(916) 428-0286
Fax:(916) 663-4499          trade                      $ 2,609,200


ICG HOLDINGS: Moody's Junks Senior Unsecured Credit Ratings
-----------------------------------------------------------
Moody's Investors Service announced that it has downgraded the
senior unsecured rating of ICG Holdings, Inc. and ICG Services,
Inc. to Ca from Caa1. This action concludes the review process
that was initiated on September 20, 2000. Other ratings affected
are detailed below. The outlook is negative.

ICG has announced that it will file for Chapter 11 protection as
part of its plan to restructure the company. The company, which
has approximately $160 million in cash, also announced that it has
secured a commitment for $350 million in DIP financing.

The Ca ratings reflect the negative implications for unsecured
debtholders in terms of potential loss in a asset sale scenario.
However, in Moody's opinion, secured creditors receive the benefit
of significant asset coverage, based on ICG's reported gross PP&E
of approximately $2.3 billion as of June 30, 2000.

The ratings downgraded are:

   * ICG Communications, Inc.

      a) Long-term Senior Implied Rating downgraded to Caa3 from
          B3

      b) Long -term Senior Issuer Rating downgraded to Ca from
          Caa2

   * ICG Holdings, Inc.

      a) 11.625% Senior Discount Notes due 2007 downgraded to Ca
          from Caa1

      b) 12.5% Senior Discount Notes due 2006 downgraded to Ca
          from Caa1

      c) 13.5% Senior Discount Notes due 2005 downgraded to Ca
          from Caa1

      d) 14% Exchangeable Preferred Stock due 2008 downgraded to
          "c" from "caa"

      e) 14.25% Exchangeable Preferred Stock due 2007 downgraded
          to "c" from "caa"

   * ICG Services, Inc.

      a) 9.875% Senior Discount Notes due 2008 downgraded to Ca
          from Caa1

      b) 10% Senior Discount Notes due 2008 downgraded to Ca from
          Caa1

   * ICG Equipment, Inc.

      a) $200 Million Secured Credit Facility downgraded to B3
          from B2

   * ICG Funding, LLC

      b) 6.75% Exchangeable Preferred Stock due 2009 downgraded to
          "c" from "caa"

Based in Englewood, Colorado, ICG Communications is a national
integrated telecommunications services provider.


LIBERTY HOUSE: Judge King Schedules 3-Day Confirmation Hearing
--------------------------------------------------------------
By order entered on October 10, 2000 by the Honorable Lloyd King,
U.S. Bankruptcy Court, District of Hawaii, the Joint Disclosure
statement as amended and submitted to the court on September 22,
2000 contains adequate information within the meaning of the
Bankruptcy Code.

November 30, 2000, at 4:00 PM Hawaii Standard Time will be
the deadline by which ballots to accept or reject the Joint Plan
must be received from eligible creditors. The Balloting Deadline
also will be the deadline by which holders of claims in Class 7
must elect one of the two options for treatment of the claims
under the Joint Plan; and the holder of claims in Class 8 must
elect whether to accept the Joint Plan and the proposed settlement
of the debtor's claims against such holder and its affiliates as
described in the joint plan, and if such holder elects to
accept the Joint Plan and the settlement must return an executed
settlement agreement and release. The Confirmation Hearing will be
held on January 22-24, 2001 at 9:30 AM.

Except for the Joint Plan Proponents, the JMB entities and the
IRS, December 15, 2000 is the last date to file and serve any
objections to confirmation of the Joint Plan. The deadline for the
joint Plan proponents and the JMB Entities to file and serve
objections is November 15, 2000. The deadline for the IRS to file
and serve objections is January 8, 2001.


LOEWEN GROUP: Files Comprehensive Plan & Disclosure Statement
-------------------------------------------------------------
The Loewen Group Inc. (TSE: LWN), announced that it has filed a
plan of reorganization and disclosure statement for itself and
numerous subsidiaries with the U.S. Bankruptcy Court for the
District of Delaware.

The Reorganization Plan

The plan contemplates that the parent corporation for the
reorganized group of companies will be a Delaware corporation. The
reorganized parent corporation will issue and distribute to
creditors new Common Shares, which will be publicly traded. The
plan also provides for distributions of cash and/or new debt
securities to certain creditors.

The plan and disclosure statement describe the proposed structure
and business operations of the reorganized company, and provide a
proposed schedule of creditor recoveries. The plan treats the
Company's bank credit agreements, Series D, E, 1, 2, 3, 4, 5, 6, 7
Senior Notes, and the Passthrough Asset Trust Securities as
secured debt under the Collateral Trust Agreement, entitled to, on
a pari passu basis, the benefits of the collateral held by the
collateral trustee. The plan does not provide for any distribution
of value to common and preferred shareholders.

The plan and the disclosure statement will be subject to approval
by the Bankruptcy Court, and the plan will be subject to a vote by
certain classes of creditors. Upon receiving final court approval
for a plan of reorganization, the Company will emerge from Chapter
11/CCAA protection. The Company anticipates that certain creditors
of the Company are likely to challenge the proposed plan.

Commenting on the filing, John S. Lacey, Chairman of Loewen, said:
"On June 1, 1999 - less than 18 months ago - Loewen and a number
of its subsidiaries in the United States and Canada filed for
creditor protection pursuant to the provisions of Chapter 11 of
the U.S. Bankruptcy Code, and the Companies Creditors' Arrangement
Act in Canada. We understand that this cross- border filing was
the most complex filing of its kind in North American corporate
history. From the outset, the goal of the Company has been to stay
focused on serving our customers while developing a plan of
reorganization.

"The Company took the initiative in seeking to have established a
unique cross-border protocol between the United States and
Canadian Bankruptcy Courts. This protocol has been highly
successful in moving this complex reorganization case towards an
earlier than usual filing of a reorganization plan."
Mr. Lacey added: "The filing of our emergence plan is a major and
positive milestone for this Company. The plan calls for a 'new
Loewen' re- engineered with the goal of becoming a superior
operating company and a leader in the fields of funeral and
cemetery service. The steady improvements in our core operations
over the past months reflect the success of key changes we have
made and how well our people have performed under challenging
circumstances."

Business Initiatives

Mr. Lacey stated that: "in addition to completing a plan of
reorganization, an equally important priority for the Company over
the past year and a half has been a complete review of all aspects
of how Loewen does its business, with the goal of both bottom line
and consumer service improvements. Major changes have been made
and further key initiatives are in progress. Already completed
have been: a complete restructuring of Loewen's field
organization; the establishment of new market management teams; a
re-design of product offerings; improvements to the timeliness and
effectiveness of Loewen's financial reporting systems; and
significant reductions in general and administrative expenses.

"Key initiatives in progress include: a re-engineering of Loewen's
administrative processes; consolidation of Loewen's administrative
offices; completion of a plan to simplify Loewen's corporate and
subsidiary structure; major investments in information technology;
modernization of the marketing and purchasing functions; further
reductions in administrative expenses; a disposition process for
locations that do not fit within Loewen's new business plan; and
development of a growth platform for the future."

Mr. Lacey concluded: "Looking back over the past months, I am
impressed by the way in which Loewen's employees have embraced
change and have committed themselves to reinventing our business.
I wish to personally thank our CEO, Paul Houston, the management
team and all of our people for a job well done. We can all now
look forward to the challenges and excitement following emergence
and to taking a leadership role in our industry.
"We recognize that certain creditors may wish to challenge aspects
of the plan related to the treatment of Loewen's collateral trust
agreement debt as pari passu but we are hopeful that the plan
confirmation process will proceed expeditiously so that the 'new
Loewen' may at the earliest practical opportunity emerge from
Chapter 11/CCAA and commence normal day-to-day operations."
Today, the Company is filing a Form 8-K with the Securities and
Exchange Commission. Copies of the plan and disclosure statement
are exhibits to this Form 8-K. The form 8-K and these exhibits are
available on the Commission's Internet site located at
http://www.sec.gov.

Based in Vancouver, The Loewen Group Inc. owns or operates more
than 1,100 funeral homes and more than 400 cemeteries across the
United States, Canada, and the United Kingdom. The Company employs
approximately 13,000 people and derives approximately 90 percent
of its revenue from its US operations.


LOEWEN GROUP: 17 Funeral Homes & 8 Cemeteries Fetch $9 Million Bid
------------------------------------------------------------------
As part of The Loewen Group, Inc.'s on-going Disposition Program,
Livingston-Malletta & Geraghty Funeral Home, Inc. and other
Selling Debtors seek the Court's authority: (1) for them together
with a non-debtor not-for-profit affiliate to sell 17 funeral home
and 8 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 and
Debtors HRMP Management, Inc. and Sunset Management, Inc. to
assume and assign related unexpired leases and contracts including
trust agreements, non-compete agreements, custodial agreement and
various equipment, vehicle, supplies and service contracts.

An Initial Bidder has agreed to purchase and the Debtors have
agreed to sell the Property for $9,000,000, 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 $450,000
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 Breakup Fees in the amount of $180,000 and Expenses
in the amount up to $150,000 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)


MOSSIMO, INC: Loses $720,000 in Third Quarter
---------------------------------------------
Mossimo, Inc. (OTCBB:MGX.OB) announced financial results for the
fiscal quarter ended September 30, 2000.

Net sales for the quarter decreased to $32,000, compared to
$20,322,000 for the third quarter of fiscal 1999. The Company
reported a net loss of $720,000 versus net income of $1,041,000 in
the same period last year, and a diluted earnings per share loss
of $0.05 versus diluted earnings per share of $0.07 in the third
quarter of fiscal 1999.

For the nine-month period ended September 30, 2000, net sales were
$24,150,000 versus $40,009,000 for the same period last year. Net
loss for the first nine months of fiscal 2000 was $12,560,000, or
$0.83 per diluted share, compared to a net loss of $5,985,000, or
$0.40 per diluted share, in the first nine months of fiscal 1999.
In March 2000, the Company entered into a major, multi-product
licensing agreement with Target Corp. Under the terms of the
agreement, Mossimo, Inc. will contribute design services and
license the Mossimo trademark to Target Corp. in the U.S., in
return for royalties on Target's sales of Mossimo products with
substantial guaranteed minimum payments. Target will collaborate
on design and be responsible for product development, sourcing,
quality control and inventory management.

Mossimo Giannulli, Chairman, President and Chief Executive Officer
of Mossimo, Inc. commented, "We continue to make great strides
with our partners at Target and believe this new venture will be a
success for all parties involved. We remain very optimistic about
our prospects for the future and look forward to executing a
strategy aimed at improved earnings and increased stockholder
value."

Due to the restructuring of the Company's business, available
borrowings under the current credit facility may not be adequate
to meet the Company's obligations on a timely basis. Should the
Company experience such shortfalls, the Company would be required
to seek additional funds, which may not be available to the
Company.

Founded in 1987, Mossimo, Inc. is a designer of men's and women's
sportswear.


NEXTWAVE: Federal Court Turns Down Plea To Stall Wireless Auction
-----------------------------------------------------------------
A U.S. federal appeals court refused to delay the December auction
of wireless licenses - denying a request by NextWave Telecom Inc.
which sought the delay in a bid to keep licenses it won in 1996
but later lost when regulators repossessed them for non-payment,
according to a Reuters report. NextWave had asked the U.S. Appeals
Court for the District of Columbia to stay the auction until it
ruled on whether the cancellation of the licenses was lawful. The
Hawthorne, N.Y.-based company, which is undergoing bankruptcy
reorganization, also is pursuing other legal challenges. The
Supreme Court is considering whether to hear an appeal by
NextWave, but has already rejected one appeal request so far.
"Petitioners/appellants have not satisfied the stringent standards
required for a stay pending review," the appeals court said in a
two-page order.

The refusal to grant a delay clears another hurdle for the Federal
Communications Commission (FCC), which plans on Dec. 12 to begin
auctioning 422 licenses for airwaves designed for wireless and
data services. Yesterday the court agreed to quickly hear the
appeal on whether the FCC's move to cancel the licenses was
lawful. The first brief is due on Dec. 11 - one day before the
auction begins. A friend-of-the-court, or amicus brief, is due
Dec. 18, the FCC's reply brief is due Jan. 17, and the final brief
in the case is due Jan. 3. (ABI 14-Nov-00)




Niagara Mohawk Holdings Inc. has set Jan. 19, 2001 as the date for
a special meeting of common shareholders to vote on the company's
proposed merger with National Grid Group plc.

The meeting will be held at the Onondaga County Convention Center,
800 State St., Syracuse, N.Y., at 10:30 a.m.  A proxy will be
mailed in December to shareholders of record as of Nov. 29.

Niagara Mohawk Holdings Inc., (NYSE: NMK) is the parent of Niagara
Mohawk Power Corp., which provides electricity to more than 1.5
million customers across 24,000 square miles of upstate New York.  
The company also delivers natural gas to more than 540,000
customers over 4,500 square miles of eastern, central and northern
New York.


OWENS CORNING: UST Appoints Official Asbestos Claimants' Committee
------------------------------------------------------------------
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 plaintiffs' lawyers to serve
on the Official Committee of Asbestos Claimants in Owens Corning's
chapter 11 cases:

   David Fitts, represented by Brayton & Purcell of Novato,
        California;

   Delores Ramsey, represented by Fred Baron of the firm of Baron
        & Budd of Dallas, Texas;

   Charles Barrett, represented by Perry Weitz of the firm of
        Weitz & Luxenberg of New York, New York;

   John Edward Keane, represented by Kelley & Ferraro of
        Cleveland, Ohio;

   Mary F. Stone, represented by R. Dean Hartley of the firm of
        Hartley & O'Brien of Wheeling, West Virginia;

   Glenn L. Arnott, represented by Mark C. Meyer of the firm of
        Goldberg, Perskey, Jennings & White of Pittsburgh,
        Pennsylvania;

   Elmer Richardson, represented by David O. McCormick of the firm
        of Cumbest, Cumbest, Hunter & McCormick of Pascagoula,
        Mississippi;

   Barbara Casey, represented by John D. Cooney of the firm of
        Cooney & Conway of LaGrange, Illinois;

   James Nelson Allen, represented by Richard S. Glasser of the
        firm of Glasser & Glasser of Norfolk, Virginia;

   Margaret Elizabeth Fitzgerald, represented by Michael P.
        Thornton of the firm of Thornton & Naumes of Boston,
        Massachusetts; and

   Yolanda England, represented by Peter G. Angelos of Baltimore,
        Maryland.

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


P*I*E NATIONWIDE: Employees & Creditors See Checks After 10 Years
-----------------------------------------------------------------
Some 5,600 checks totaling $31 million were mailed this week to
creditors and former employees of the Jacksonville, Florida-based
P*I*E Nationwide Inc., one of the biggest trucking companies in
the country before it went bankrupt in 1990, according to a
newswire report.

The checks include about $3.2 million in missing wages for 5,000
former employees. Workers who stayed on the job for the first
months after the bankruptcy was filed will also receive checks. In
addition, $9.4 million will be paid into various employee pension
and benefit funds. Not included in the payout were general
unsecured creditors, including firms that leased equipment or sold
fuel to the company. (ABI 14-Nov-00)


PAGING NETWORK: Metrocall Objects to Confirmation of Debtors' Plan
------------------------------------------------------------------
Metrocall, Inc., by and through its attorneys, Pachulski, Stang,
Ziehl, Young & Jones, PC and Schulte Roth & Zabel LLP objects to
confirmation of the First Amended Plan of Reorganization of Paging
Network, Inc. and certain of its operating subsidiaries.

Metrocall claims that PageNet has transferred control over certain
FCC licenses by way of the Bankruptcy Code's processes without
first obtaining the requisite approval of the FCC, an approval
process that is under exclusive jurisdiction of the FCC.

The pro forma financial projections are presented solely on a
consolidated basis, and are inadequate, since the credit facility
requires a mandatory paydown of at least $110 million in the first
year, and PageNet has no committed source of funds from which to
make such payment. June 30, 2000 unaudited financials may not
appropriately reflect PageNet's current condition and should be
revised as of September 30.

PageNet's treatment of creditors on a substantively consolidated
basis is unauthorized and violates impairment and voting sections
of the Bankruptcy Code. The liquidation analysis is "stale" and
does not account for any contemplated avoidance actions.

And finally, Metrocall insists that the plan was the fruit of
misappropriated confidential information concerning certain
licenses which immediately became the basis for a significant
paydown of debt of the PageNet banks under the PageNet plan.


PILLOWTEX CORP: Commences Chapter 11 Cases in Wilmington
--------------------------------------------------------
Pillowtex Corporation (NYSE: PTX) announced that it has filed a
voluntary petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware. Pillowtex called the filing a necessary component of its
strategy to create a sustainable capital structure, enhance its
manufacturing operations, and improve its profitability.

"While the decision to file a Chapter 11 petition was not an easy
one, the Board of Directors determined that it was the best means
of obtaining the financial flexibility needed to address our
economic and competitive challenges," said Chairman Ralph La
Rovere. "We are committed to using the 'breathing room' provided
under Chapter 11 to implement a strategic plan designed to ensure
the long term viability of our Company for the benefit of our
employees, customers, vendors and the communities in which we
operate," he added.

Anthony T. Williams, President and Chief Operating Officer,
further noted, "Pillowtex enjoys a portfolio of leading brand
names, solid relationships with growing retailers, and a talented
work-force. We are moving quickly to build on these assets and
position the Company to be the undisputed leader in customer
service."

Pillowtex has received a commitment for $150 million in Debtor-in-
Possession (DIP) financing from a group of lenders led by Bank of
America. The financing, which is subject to approval by the Court,
will be used to fund ongoing business operations.

The Company intends to operate in the normal course of business
during the Chapter 11 case and will continue payment of employee
salaries, wages and benefits, and will honor existing customer-
related practices. The U.S. Bankruptcy Code allows a company that
is subject to a Chapter 11 filing to continue to operate its
business as usual and provides special protections for any
creditors, employees and others who perform services or provide
goods to that company after the filing.


PILLOWTEX CORP: Moody's Junks All Debt Ratings in Wake of Filing
----------------------------------------------------------------
Moody's Investors Service downgraded the debt of Pillowtex
Corporation. The affected debt includes:

   a) $725 million credit facility maturing 2004, from B3 to Caa2,

   b) $185 million issue of 9%, guaranteed senior subordinated
       notes due 2007, from Ca to C,

   c) $125 million issue of 10% guaranteed senior subordinated
       notes due 2006, from Ca to C,

   d) The Senior Implied rating was lowered from Caa1 to Ca,

   e) The Senior Unsecured Issuer Rating was lowered from Caa2 to
       Ca

The rating outlook is negative.

The downgrade reflects the company's announcement this morning
that it filed a voluntary petition for reorganization under
Chapter 11 of the bankruptcy code. The ratings also reflect the
company's default under its senior secured credit facility, and
that lending group's announced intention to issue a payment
blockage notice with respect to a scheduled November 15th interest
payment on the company's 10% bonds due 2006.

The ratings reflect Moody's expectation that the public debt will
be restructured. The ratings also continue to reflect the
company's portfolio of quality brands and licenses and the recent
changes in top management.

The Caa1 rating on the facility recognizes the benefits of the
security package, which includes all material assets of Pillowtex
and its domestic subsidiaries, including names and trademarks, as
well as a pledge of 100% of the capital stock of the domestic
subsidiaries and 65% of the capital stock of foreign subsidiaries.
The facilities are also guaranteed by all domestic subsidiaries.
While the combination of physical asset value and quality brand
names should allow for a reorganization, the reorganization might
result in some write down of the loan as well as the creation of a
super-priority claim associated with fresh financing.

The C rating on the guaranteed senior subordinated notes reflects
their contractual subordination to the senior lenders.

Pillowtex's $725 million credit facility consists of a six-year,
$350million revolving credit, a six-year, $125 million Senior Term
A facility, and a seven-year, $250 million Senior Term B facility.
The Term B facility was increased from $125 million on July 28,
1998 and the proceeds were used to acquire Leshner in July of
1998, and to reduce outstandings under the revolver. Both term
loans amortize quarterly. Availability at the end of the third
quarter was about $30 million.

Pillowtex Corporation, based in Dallas, Texas, is a leader in the
design, manufacture and distribution of home furnishing products,
primarily towels, sheeting, bed pillows, blankets, mattress pads,
down comforters, and other bedroom furnishings. Its trademarks
include Fieldcrest, Cannon, Royal Velvet, Charisma, Touch of
Class, St. Mary's, Cannon Royal Family, Royal Velvet Big & Soft
and Beacon. It markets under customer-owned private labels, as
well as certain licensed trademarks including Comforel, and
Waverly.


PILLOWTEX CORP: NYSE Suspends Trading & Moves To Delist Stock
-------------------------------------------------------------
The New York Stock Exchange announced that it determined that the
common stock of Pillowtex Corporation -- ticker symbol PTX --
should be suspended immediately.  The Company has a right to a
review of this determination by a Committee of the Board of
Directors of the Exchange.  Application to the Securities and
Exchange Commission to delist the issue is pending the completion
of applicable procedures, including any appeal by the Company of
the NYSE staff's decision.

The Exchange's action is being taken in view of the fact that the
Company announced today that it has filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court for the District of Delaware.

The NYSE noted that it may, at any time, suspend a security if it
believes that continued dealings in the security on the NYSE are
not advisable.


PILLOWTEX, INC: Case Summary and 50 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Pillowtex, Inc.
        4111 Mint Way
        Dallas, Texas 75237

Affiliates:  Amoskeag Management Coporation
             Bangor Investment Company
             Beacon Manufacturing Company
             Crestfield Cotton Company
             Downeast Securities Corporation
             Encee, Inc.
             FCC Canada, Inc.
             Fielderest Cannon Financing, Inc.
             Fielderest Cannon, Inc.
             Fielderest Cannon, International, Inc.
             Fielderest Cannon, Licensing, Inc.
             Fielderest Cannon SF, Inc.
             Fielderest Cannon Transportation, Inc.
             The Leshner Corporation
             Leshner of California, Inc.
             Manetta Home Fashions, Inc.
             Moore's Falls Corporation
             Opelika Industries, Inc.
             Pillowtex Corporation
             Pillowtex, Inc.
             Pillowtex Management Services Company
             PTEX Holding Company
             St. Marys, Inc.
             Tennessee Woolen Mills, Inc.

Type of Business: Pillowtex Corporation and its direct and
                   indirect subsidiaries design, manufacture and
                   market home textile products, including utility
                   and fashion bedding products, complementary
                   bedroom textile products and bathroom and
                   kitchen textile products.

Chapter 11 Petition Date: November 14, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-04212

Debtor's Counsel: William H. Sudell, Jr., Esq.
                   Eric D. Schwartz, Esq.
                   Morris, Nichols, Arsht & Tunnell
                   1201 N. Market Street
                   P.O. Box 1347
                   Wilmington, Delaware 19899-1347

                   David G. Heiman, Esq.
                   Jones, Day, Reavis & Poque
                   North Point
                   901 Lakeside Avenue
                   Cleveland, Ohio 44114

Total Assets: $ 1,669,003,000
Total Debts : $ 1,403,592,000

50 Largest Unsecured Creditors:

U.S. Bank Trust, N.A.
Corporate Trust Services
U.S. Bank Trust Center
180 East Fifth Street,
  Suite 200                 Indenture Trustee
St. Paul, MN 55101          for 9% Senior Sub
Jeffrey P. Tupper, VP       Debentures Due
(651) 244-0721              2007                     $ 185,000,000

U.S. Bank Trust, N.A.
Corporate Trust Services
U.S. Bank Trust Center
180 East Fifth Street,
  Suite 200                 Indenture Trustee
St. Paul, MN 55101          for 10% Senior Sub
Jeffrey P. Tupper, VP       Debentures Due
(651) 244-0721              2006                     $ 125,000,000

State Street Bank and
Trust Company
Financial Markets Group
Corporate Trust
PO Box 778                  Indenture Trustee
Boston, MA 02102-0778       6% Convertible Sub
Tel:(617) 622-1699          Debentures Due
Fax:(617) 662-1458          2012                      $ 90,435,769

Santee Print Works
58 West 50th Street,
11th Floor
New York, NY 10018
Tel:(212) 997-1570
Fax:(212) 869-7230          Trade Debt                 $ 4,561,000

Parkdale Mills Inc.
c/o Heller Financial Inc.
PO Box 7247-8290
Philadelphia, PA 19170
Tel:(704) 864-8761
Fax:(704) 864-9782          Trade Debt                 $ 3,240,800

Credit Suisse First Boston
11 Madison Avenue
New York, NY 10010
Tel:(212) 325-3399
Fax:(212) 325-8078          Trade Debt                 $ 2,600,000

Maintenance & Industrial
Services
c/o Fluour Enterprises Inc.
Atlanta, GA 30384-2655
Tel:(864) 281-4000
Fax:(864) 676-7613          Trade Debt                 $ 2,435,800

Pac-Fung Feather Co. Ltd.
Unit 6,9/F, Tower B
Hoi Luen Ind. Centre
55 Hoi Yuen Road
Kwun Tong
Kowloon, Hong Kong
China
Tel:011-85223891391
Fax:011-85227978279         Trade Debt                 $ 2,209,500

Vulcan Performance Chemicals
Div. of Vulcan Chemical
PO Box 945518
Atlanta, GA 30394-5518
Tel:(800) 759-1267
Fax:(205) 298-2953          Trade Debt                 $ 1,964,800

E.I Dupont Co.
PO Box 905552
Charlotte, NC 28290-5552    Trade Debt                 $ 1,927,900

Integrated Business Sol.
A Lockheed Martin Co.
PO Box 93594
Chicago, IL 60673-3594
Tel:(704) 939-4314          Trade Debt                 $ 1,894,000

Xymid LLC
PO Box 6101
Newark, DE 19714-6104
Tel:(302) 451-3230
Fax:(302) 451-0208          Trade Debt                 $ 1,714,000

Allenberg Cotton Co.
PO Box 5000
Cordova, TN 38088-5000
Tel:(901) 383-5120
Fax:(901) 383-5146          Trade Debt                 $ 1,447,900

Gloria Industrial Inc.
924 E. Main Street
Alhambra, CA 91801
Tel:(626) 282-9568
Fax:(626) 282-9917          Trade Debt                 $ 1,368,300

J&J Southeast
PO Box 751819
Charlotte, NC 28275-1819    Trade Debt                 $ 1,356,500

CIBA Specialty Chemicals
PO Box 7247-7318
Philadelphia, PA 19170-7318
Tel:(800) 431-1900
Fax:(914) 785-2142          Trade Debt                 $ 1,341,600

Manifattura Di Legnano
cc/o Finova Capital Corp
PO Box 10282
Newark, NJ 07193-0282
Tel:(212) 221-3000          Trade Debt                 $ 1,323,000

Sajid Textile Ind.
(Pvt) Ltd.
Plot 6, Sotor 12-A
North Darachi, Industrial
Area, Karachi, Pakistan
Fax:011-92216997396         Trade Debt                 $ 1,259,300

Topiol Freres Et Cie
24 Rue de la Voie des Bans
95104
Argenteuil Cedex, France
Tel:011 34115500
Fax:011 39827223            Trade Debt                 $ 1,128,600

Chem-Way Corp.
301 S. McDowell St.,
Suite 706
Charlotte, NC 28204
Tel:(704) 377-5512
Fax:(704) 377-4553          Trade Debt                 $ 1,116,100

Celanese Ltd.
Dept. CH 10256
Palatine, IL 60055-0256
Tel:(800) 523-9476
Fax:(610) 706-7300          Trade Debt                   $ 695,500

Staplcotn Coop
PO Box 30550
Nashville, TN 37241-0550    Trade Debt                   $ 688,200

Buhler Quality Yarns Corp.
PO Box 506
Jefferson, GA 30549
Tel:(706) 367-9834
Fax:(706) 367-9837          Trade Debt                   $ 675,800

Polystar
7975 Marco Polo
Montreal, Quebec
H1E 1N8
Tel:(514) 648-8171
Fax:(514) 648-8275          Trade Debt                   $ 658,200

Shanghai Dragon Head Intl.
The Panorama Building
10F/02, Huangpu Rd No. 53
Shanghai, China
Tel: 011-862153930148
Fax: 011-862153930799       Trade Debt                   $ 630,200

Olin Corp.(Brass Sales)
PO Box 945629
Atlanta, GA 30394-5629
Tel:(800) 299-6546
Fax:(706) 560-3274          Trade Debt                   $ 628,100

Soodik Printing Co.
123 N. Sangamon St
Chicago, IL 60607
Tel:(312) 666-8100
Fax:(312) 666-8625          Trade Debt                   $ 623,800

Wellman Inc.
PO Box 751316
Charlotte, NC 28275
Tel:(704) 588-3497
Fax:(704) 424-2041          Trade Debt                   $ 616,100

Silver Textile Factory
CA 270 Shah Baig
Gabol Town, Block 22,
FB Area
Karachi, Pakistan 75850
Tel: 011-92216980830
Fax: 011-92216982537        Trade Debt                   $ 604,600

XPEDX
PO Box 91694
Chicago, IL 60693
Tel:(630) 628-8400
Fax:(630) 6175              Trade Debt                   $ 544,300

Southern Container Corp.
PO Box 9049
Smithtown, NY 11787-9049
Tel:(516) 231-0400
Fax:(516) 231-0174          Trade Debt                   $ 530,300

Comely Int'l Trading
303 Fifth Avenue, Rm 1807
New York, NY 10016
Tel:(212) 683-1240
Fax:(212) 683-4049          Trade Debt                   $ 524,500

Schenker Int'l Inc.
PO Box 7247-7689
Philadelphia, PA
19170-7689
Tel:(516) 377-3000
Fax:(516) 377-3074          Trade Debt                   $ 509,000

Dystar LP
Dept AT 40075
Atlanta, GA 31192-0075
Tel:(800) 439-7827
Fax:(704) 561-3032          Trade Debt                   $ 433,200

PBM Graphics Inc.
PO Box 13603
Research Triangle Park, NC
27709-3603
Tel:(919) 544-6222
Fax:(919) 544-0035          Trade Debt                   $ 432,100

Anhui Anhua Down &
Feather Co. Ltd.
Import and Export Bldg.
4th Flr, Rm 415
162 Jinzhai Road
Hefel, Anhui 230022
China
Tel:011-865513608782
Fax:011-865513644537        Trade Debt                   $ 423,600

Jiangxi Animal By-Products
(aka Shanghai Changi Import
& Export Co. Ltd.)
25 E. No. 720
Pu Don Avenue
Shanghai, China
Tel:011 867916246751
Fax:011 867916221419        Trade Debt                   $ 417,800

Green Printing Co. Inc.
PO Box 727
Lexington, NC 27293
Tel:(336) 956-6000
Fax:(336) 956-2675          Trade Debt                   $ 417,100

Bischoff-August Intl. Inc.
PO Box 40
Fairview, NJ 07022
Tel:(201) 295-3400
Fax:(201) 861-1030          Trade Debt                   $ 409,100

Southeastern Yarn Sales
c/o Banc of America
Commercial Corp.
PO Box 195657
Atlanta, GA 30348-5557      Trade Debt                   $ 402,400

American & Efird, Inc.
PO Box 60221
Charlotte, NC 28260
Tel:(800) 438-3614
Fax:(800) 842-0495          Trade Debt                   $ 394,800

General Fibers & Fabrics
1404 Orchard Hill Road
Lagrange, GA 30240
Tel:(706) 882-8801
Fax:(706) 882-8803          Trade Debt                   $ 375,000

Seydel-Woolley & Co., Inc.
PO Box 169
Pendergrass, GA 30567-0169
224 John B Brooks Rd.
Tel:(800) 433-2821
Fax:(706) 693-2074          Trade Debt                   $ 368,160

Mount Vernon Mills, Inc.
PO Box 101732
Atlanta, GA 30392-1732
Tel:(334) 283-6501
Fax:(334) 283-3296          Trade Debt                   $ 356,200

HDK Industries, Inc.
100 Industrial Park Drive
Rogersville, TN 37857
Tel:(423) 272-7119
Fax:(423) 272-4532          Trade Debt                   $ 346,600

Bostik Inc.
PO Box 73106
Chicago, IL 60673
Tel:(800) 241-7562
Fax:(706) 629-4527          Trade Debt                   $ 345,000

Tessitura Martinelli
Ginetto, Via Agro Del
Castello, 38 Casnigo,
Bergamo, Italy 24020
Tel:011 39035725011
Fax:011 39035725150         Trade Debt                   $ 322,100

Xiaoshan Kinhong Down
Products Ltd.
Xixu, Chengxiang Town
Xiroshan, Zhejiang, China
Tel:011 862733888
Fax:011 865712677106        Trade Debt                   $ 312,500

United Embroidery, Inc.
PO Box 520A
North Bergen, NJ 07047
Tel:(201) 863-0070
Fax:(201) 863-8402          Trade Debt                   $ 305,100

Pittsfield Weaving
Co., Inc.
PO Box 8]
Pittsfield, NH 03263
Tel:(603) 435-8301
Fax:(603) 435-6753          Trade Debt                   $ 302,100


PLAY-BY-PLAY: Improved Sales for Fourth Quarter and Fiscal Year
---------------------------------------------------------------
Play-By-Play Toys & Novelties, Inc. (Nasdaq: PBYP) announced
results for both its 2000 fiscal fourth quarter and fiscal year
ended July 31, 2000.

Net sales for the fourth quarter of fiscal 2000 increased 25.2% to
$45.9 million, from $36.7 million reported for the fourth quarter
of fiscal 1999. Net income for the fourth quarter of fiscal 2000
was $851,632, or $0.12 per share, as compared to a net loss of
$26.1 million, or $3.53 per diluted share, for the fourth quarter
of fiscal 1999. The fiscal 1999 fourth quarter loss included
certain non-recurring charges totaling $23.5 million.

Net sales for the year ended July 31, 2000 decreased 2.2% to
$153.1 million, from $156.5 million, reported for the comparable
period last year. The decrease in net sales was primarily
attributable to a decrease in the Company's worldwide retail net
sales of 4.3%, or $1.6 million, and a decrease in the Company's
worldwide amusement net sales of 1.7%, or $1.9 million. Net loss
for the year ended July 31, 2000 was $5.5 million, or $0.75 per
share, compared with a net loss, including non-recurring charges,
of $30.2 million, or $4.12 per share, for the comparable period
last year. The Company realized a $2.9 million tax benefit in
fiscal year ended July 31, 1999. The Company was unable to realize
a similar tax benefit in the year ended July 31, 2000 due to net
operating loss deduction limitations. Realization of such tax
benefits has been deferred and will be utilized in the future to
reduce taxable income in profitable periods.

Gross profit margins as a percentage of sales increased 225.3% and
81.4% during the fourth quarter and year ended July 31, 2000,
respectively, compared to the same periods in fiscal 1999, due
principally to certain charges recorded in the fourth quarter of
fiscal 1999 related to royalty and inventory write-down reserves.
The improvement consisted principally of higher margins on
domestic amusement and international sales, partially offset by
reduced profit margins on domestic retail sales.

Selling, general and administrative expenses as a percentage of
net sales decreased to 30.8% in fiscal 2000 from 35.7% in fiscal
1999. This decrease is primarily attributable to decreased payroll
and related costs of approximately $3.0 million, and a $1.5
million decrease in domestic media advertising costs, offset by a
$1.2 million increase in costs related principally to the
Company's recently discontinued direct marketing division, and a
$1.0 million increase in amortization expense related principally
to the amortization of Company's recently implemented enterprise
resource planning system. In addition, the Company recorded
certain non-recurring charges, including bad debt provisions
totaling $4.1 million for certain non-performing trade and notes
receivables in the fourth quarter of fiscal 1999.

The Company previously announced that it was not in compliance
with certain financial covenants contained in its senior credit
facility. Effective November 10, 2000 the Company's senior credit
facility was amended to increase the advance rate percentage
applicable to inventory from 50% to 55%, subject to certain
conditions, waive the Company's non-compliance with certain
financial covenants under the facility at July 31, 2000 and to
modify these same financial covenants for future periods. In
addition, the credit facility was further amended to increase
certain fees that would be payable in the event the facility is
terminated prior to maturity.

The Company also previously announced that it was in negotiations
with a licensor to restructure and extend three material
entertainment-character licensing agreements scheduled to expire
on December 31, 2000. On November 10, 2000, the Company executed
amendments relative to these three licensing agreements that
provide for multiple-year extensions of the licenses and
specifically provide for the payment of the remaining balance of
the guaranteed minimum royalties due to the licensor over a two-
year period. The aforementioned extensions are conditioned upon
the Company's ability to obtain extensions of the existing surety
bonds that secure payment of the guaranteed minimum royalties over
the amended licensing agreement periods. The Company has been in
discussions with the issuer of surety bonds, and has received a
verbal indication to extend the surety bonds over the new
licensing period, but there can be no assurance that such surety
bonds will be extended. If the surety bonds are not extended, the
remaining guaranteed minimum royalty commitments under the three
licensing agreements would become immediately due, for which the
Company would have insufficient funds to immediately satisfy these
obligations.

The Company previously announced that it had retained the services
of Crutchfield Capital Corporation, a private investment banking
firm, to assist management with its Convertible Debenture
refinancing efforts. The Company remains in negotiations with the
holders of its existing Convertible Debentures relative to
modifying or restructuring the terms of the debentures, including
an extension of the maturity date. The Debentures, with a current
principal balance outstanding of $14.6 million, mature on December
31, 2000. If the Company is unable to refinance or restructure the
debt prior to final maturity, the holders of the Convertible
Debentures have the contractual right to control the Company's
Board and have the right to convert their debt to the Company's
common stock at the average closing stock price for the month of
December 2000. They can also demand payment of the outstanding
indebtedness at final maturity; however, they would be unable to
take legal action against the Company for a period of six months
without the consent of the senior lender.

Arturo G. Torres, Chairman of the Board and Chief Executive
Officer of Play-By-Play commented, "We are encouraged with the
notable progress we made in certain key areas during fiscal 2000.
However, we recognize that additional measures are required to
return Play-By-Play to more prosperous times. We have recently
undertaken further restructuring measures including additional
personnel cuts, facility consolidations in certain markets, and
have exited certain non-performing businesses, as well as
restructured several significant licensing agreements."

Raymond Braun, President and Chief Operating Officer of Play-By-
Play, commented, "Our restructuring initiatives have resulted in
favorable operating results in each of the last three quarters as
evidenced by the profitability in our quarter ended July 31, 2000
as compared to the substantial operating loss before the non-
recurring charges during the same quarter in 1999. We have
excellent relationships with our licensors and senior lender, and
this has been invaluable in allowing us to modify and restructure
our payment terms and cash availability. While we believe our
operating strategy will enable us to return to profitability for
fiscal 2001, our largest hurdle is the subordinated debt, and our
ability or inability to refinance or restructure such debt. We are
working hard to resolve this issue as it directly impacts our
vendor terms, customer confidence and license acquisitions, all of
which ultimately impacts our operating results, liquidity and
ability to continue as a going concern. On the operational front,
we are very excited about 2001 and beyond. We are growing sales
and earnings internationally, and are expecting substantial
improvement in domestic retail sales and profit margins. With
substantial improvements in these areas combined with our cost
cutting, we expect to see continued favorable operating results,
especially in the third and fourth quarters of fiscal 2001."
Play-By-Play Toys & Novelties, Inc. will be hosting a conference
call at 10 am EST this morning to further discuss the quarterly
results. The call will simultaneously be hosted on
http://www.vcall.comand can be accessed by entering ticker symbol  
"PBYP" on the vcall.com homepage.

Play-By-Play Toys & Novelties, Inc. designs, develops, markets and
distributes a broad line of quality stuffed toys, novelties and
consumer electronics based on its licenses for popular children's
entertainment characters, professional sports team logos and
corporate trademarks. The Company also designs, develops and
distributes electronic toys and non-licensed stuffed toys, and
markets and distributes a broad line of non-licensed novelty
items. Play-By-Play has license agreements with major corporations
engaged in the children's entertainment character business,
including Warner Bros., Paws Incorporated, Nintendo, and many
others, for properties such as Looney Tunes(TM), Batman(TM),
Superman(TM), Scooby-Doo(TM), Garfield(TM) and Pokemon(TM).


PRIME RETAIL: Announces Third Quarter Results
---------------------------------------------
Prime Retail, Inc. (NYSE: PRT, PRT.PRA, PRT.PRB) announced its
funds from operations ("FFO") operating results and per diluted
share amounts after allocations to minority interests and
preferred shareholders for the third quarter of 2000.

FFO was $13.9 million, or $0.15 per diluted share after
allocations to minority interests and preferred shareholders, for
the three months ended September 30, 2000 compared to $26.2
million, or $0.38 per diluted share, for the three months ended
September 30, 1999.  FFO was $36.0 million, or $0.35 per diluted
share, for the nine months ended September 30, 2000 compared to
$81.1 million, or $1.12 per diluted share, for the nine months
ended September 30, 1999.

The 2000 FFO results include the following significant non-
recurring items:

   * a second quarter provision for asset impairment of $8.5
     million related to two of the Company's properties in
     accordance with the requirements of Statement of Financial
     Accounting Standards No. 121;

   * a first quarter gain on the sale of outparcel land in
     Camarillo, CA of $2.5 million;

   * severance and other compensation costs aggregating $2.4
     million through the first two quarters and second quarter
     professional fees of $1.5 million related to refinancing
     activities; and

   * third quarter costs aggregating $1.1 million (the
     "Termination Costs") incurred in connection with the
     previously announced termination of the sale of a 70% joint
     venture interest in Prime Outlets at Hagerstown and the sale
     of a 70% joint venture interest in a proposed expansion to
     Prime Outlets at Williamsburg which was not constructed.

Excluding these non-recurring items, FFO was $15.0 million, or
$0.17 per diluted share, for the three months ended September 30,
2000 and $47.0 million, or $0.66 per diluted share, for the nine
months ended September 30, 2000.

In addition to the significant non-recurring items, the change in
FFO and FFO per diluted share for the three and nine months ended
September 30, 2000 compared to the same periods in 1999 is
primarily attributable to the following factors:

   * the loss of net operating income offset by decreased interest
     expense due to the sale of a 70% joint venture interest in
     Prime Outlets at Birch Run in November 1999 and Prime Outlets
     at Williamsburg in February 2000;

   * reduced average occupancy in the outlet center portfolio
     (91.2% and 91.0% for the three and nine months ended
     September 30, 2000, respectively, compared to 93.1% and 93.3%
     for the three and nine months ended September 30, 1999,
     respectively);

   * higher interest expense resulting from increased short-term
     indebtedness and higher financing costs;

   * increased corporate general and administrative expenses
     attributable to lower capitalization of overhead costs due to
     reduced development activities; and

   * an increase in the provision for uncollectible accounts
     receivable resulting in part from certain tenant bankruptcies
     and abandonments.

Income (loss) before loss on sale of real estate and minority
interests (GAAP basis) was $(4.4) million and $6.5 million for
three months ended September 30, 2000 and 1999, respectively, and
$(31.8) million and $23.4 million for the nine months ended
September 30, 2000 and 1999, respectively.  The GAAP results for
the first nine months of 2000 include the following non-recurring
significant items:

   * a loss of $14.7 million related to the previously announced
     discontinuance of the Company's e-commerce subsidiary,
     primeoutlets.com inc., also known as eOutlets.com ($0.4
     million loss in the third quarter);

   * second quarter provision for asset impairment of $8.5
     million;

   * general and administrative expenses consisting of severance
     and other compensation costs aggregating $2.4 million through
     the first two quarters and second quarter professional fees
     of $1.5 million related to refinancing activities;

   * a first quarter non-recurring gain on the sale of outparcel
     land of $2.5 million included in other income.

   * a loss of $1.8 million related to the previously announced
     discontinuance of the Company's Designer Connection retail
     outlet stores ($0.3 million gain in the third quarter);

   * third quarter Termination Costs aggregating $1.1 million (as
     described earlier) included in other charges;

As previously announced, on August 6, 1999, the Company entered
into an agreement (the "Prime/Estein Joint Venture Agreement") to
sell three factory outlet centers, including a future expansion in
four installments to a joint venture (the "Venture") between an
affiliate of Estein & Associates USA, Ltd., a real estate
investment company, and the Company.  The Company  completed the
first and second installments of the Prime/Estein Joint Venture
Agreement consisting of the sale of Prime Outlets at Birch Run and
Prime Outlets at Williamsburg on November 19, 1999 and February
23, 2000, respectively.  During the third quarter of 2000, the
Company incurred a loss on the sale of real estate of $9.6 million
related to the termination of the sale of a 70% joint venture
interest in Prime Outlets at Hagerstown and the sale of a 70%
joint venture interest in a proposed expansion to Prime Outlets at
Williamsburg which was not constructed.  This loss was
attributable to remaining proceeds that will not be received as a
result of the termination of the Prime/Estein Joint Venture
Agreement.

For the three and nine month periods ended September 30, 2000,
same-space sales in outlet centers owned by the Company increased
by 2% and 2%, respectively, compared to the same periods in 1999.  
"Same-space sales" is defined as the weighted-average sales per
square foot reported by merchants for space opened and occupied
since January 1, 1999.  For the three and nine month periods ended
September 30, 2000, same-store sales decreased by 2% and 2%,
respectively, compared to the same periods in 1999.  "Same-store
sales" is defined as the weighted-average sales per square foot
reported by merchants for stores opened and operated by the same
merchant since January 1, 1999.

For the year ended December 31, 1999, the weighted-average sales
per square foot reported by all merchants was $257.  As of October
31, 2000, Prime Retail's outlet center portfolio was 92.4%
occupied.

"We are pleased to see a significant increase in occupancy where
the dedicated efforts of our Leasing Team have been focused," said
Glenn Reschke, Prime Retail's President and Chief Executive
Officer.  "Occupancy of our outlet center portfolio is now 92.4%,
an increase of 2.0% from our reported low of 90.4% occupancy last
April, which demonstrates our tenants' continued confidence in the
future of our Company."

On July 24, 2000, the Company announced that distributions on its
10.5% Series A Senior Cumulative Preferred Stock and 8.5% Series B
Cumulative Participating Convertible Preferred Stock would be
suspended for the remainder of 2000.  The Company is currently in
arrears on those quarterly preferred stock distributions which
were due on February 15, 2000, May 15, 2000 and August 15, 2000,
respectively.  Non-payment of the quarterly preferred
distributions due on November 15, 2000 will represent the fourth
consecutive quarter that such dividends are in arrears.

Simultaneously with the issuance of this press release, the
Company is issuing another press release entitled "Prime Retail
Executes Term Sheet for $71 Million Mezzanine Financing and the
Sale of Four Outlet Centers."

Prime Retail is a self-administered, self-managed real estate
investment trust engaged in the ownership, development,
construction, acquisition, leasing, marketing and management of
outlet centers throughout the United States and Puerto Rico.  

Prime Retail's outlet center portfolio consisted of 52 outlet
centers in 26 states and Puerto Rico totaling approximately 15.1
million square feet of GLA.  The Company also owns three community
shopping centers totaling 424,000 square feet of GLA and 154,000
square feet of office space. Prime Retail has been an owner,
operator and a developer of outlet centers since 1988.  For
additional information, visit Prime Retail's web site at
http://www.primeoutlets.com.


PRO AIR: FAA Announces Agreement For Airline To Fly in 3 Months
---------------------------------------------------------------
The grounded and financially struggling discount airline Pro Air
and the Federal Aviation Administration (FAA) have agreed on a
process that could restore the company's right to fly in less than
three months, according to the Associated Press. To return to the
air, Pro Air would have to prove it has overcome both financial
and safety problems, the FAA said Monday.

On Sept. 18, the FAA revoked Pro Air's operating certificate,
saying the three year-old carrier had serious maintenance and
record-keeping problems. The Detroit-based company filed for
chapter 11 two days after the FAA action, preventing the
repossession of its planes while it tried to regain its operating
certificate. The airline had been appealing the FAA's action. Pro
Air and the FAA agreed to start today a new 75-day process that
could see the airline regain its operating certificate, FAA
spokeswoman Elizabeth Isham Cory said. Pro Air agreed to give up
the appeal and surrender its certificate, Cory said. The FAA, for
its part, agreed to consider a new Pro Air operating application
within 75 days of the agreement, or by Jan. 21. (ABI 14-Nov-00)


RED GORILLA: Operations Cease Permanently & Employees Sent Home
---------------------------------------------------------------
Online time-and-billing vendor Red Gorilla, a service that was
geared toward lawyers and other time-based professionals, shut its
doors and sent employees home on Oct. 6 and has closed
permanently, according to a newswire report. Although the company
has yet to file for bankruptcy, "the system is offline, all the
employees were let go and there's no money in the bank," said John
Witchel, Red Gorilla's chief executive officer.

Red Gorilla expected to make money through advertising that was
placed on its site and through add-on services. Although the basic
time-tracking and do-it-yourself invoicing was free, it cost $9.95
a month to access the service through a cell phone or Palm Pilot,
and $4.95 a month, plus postage, to have Red Gorilla mail or fax
invoices to clients. Red Gorilla had been close to raising at
least $10 million in a third round of funding, but the investor
backed out at the last minute. An attempt to secure a bridge loan
also failed. "The problem wasn't the business; the problem is the
capital markets," Witchel said. (ABI 14-Nov-00)


RELIANCE GROUP: 3Q Results Report $546.5 Million Net Loss
---------------------------------------------------------
Reliance Group Holdings, Inc. (NYSE:REL) reported a net loss of
$546.5 million, or $4.76 per diluted share, for the third quarter
of 2000. The net loss in the quarter included:

   * An after-tax charge of $215.8 million, or $1.88 per diluted
     share, for increasing net loss reserves by $332 million
     pretax;

   * An after-tax restructuring charge of $18.1 million, or $.16
     per diluted share, resulting from the continued consolidation
     of the company's operations; and

   * A charge of $186.3 million, or $ 1.62 per diluted share, for
     an increase in the company's deferred tax valuation
     allowance.

In the third quarter of 1999, Reliance Group had a net loss of
$15.1 million, or $.13 per diluted share.

Revenues were $582.9 million in the third quarter of 2000 compared
to $866.7 million a year ago. The reduction in revenues resulted
from the company's previously announced decision to run-off its
insurance operations.

At September 30, 2000, the company had $711.4 million of debt
outstanding, including $237.5 million of bank borrowings with a
maturity date of November 10, 2000 and $291.7 million of senior
notes due November 15, 2000 (including $7.5 million held by
Reliance Insurance Company). The company does not have sufficient
cash resources to meet these obligations. In addition, the company
has $171.8 million of senior subordinated debentures due to mature
in 2003. The company is in discussions with its creditors and
insurance regulators to develop a comprehensive plan to
restructure its outstanding debt.

For the first nine months of 2000, Reliance Group had a net loss
of $905.5 million ( $7.89 per diluted share) which included the
following:

   * An after-tax charge of $531.0 million ($4.63 per diluted
     share) for increasing net loss reserves by $816.9 million
     pretax;

   * A charge of $195.6 million ($1.70 per diluted share) for the
     write-off of the company's remaining goodwill;

   * A charge of $364.7 million (3.18 per diluted share) for an
     increase in the deferred tax valuation allowance;

   * An after-tax restructuring charge of $67.0 million ($ .58 per
     diluted share), net of gains on sales of renewal rights to
     certain businesses; and

   * An after-tax gain of $ 232.5 million ($2.03 per diluted
     share) from the sale of the surety and fidelity operation.

For the first nine months of 1999, Reliance Group had a net loss
of $187.5 million ($1.64 per diluted share) which included the
following:

   * An after-tax charge of $ 147.7 million ($1.29 per diluted
     share) for increasing net loss reserves for policies issued
     in prior periods, and an after-tax charge of $ 67.1 million
     ($.59 per diluted share) representing the cost of ceding to
     reinsures losses under various stop loss treaties;

   * An after-tax benefit of $55.5 million ($.49 per diluted
     share) resulting from the settlement of various federal
     income tax issues;

   * An after-tax restructuring charge of $15.6 million ($.14 per
     diluted share); and

   * An after-tax charge of $57.9 million ($ .51 per diluted
     share) as a result of adopting Statement of Position 97-3.

Revenues for the first nine months of 2000 were $2.76 billion,
compared with $2.35 billion for the first nine months of 1999.
Revenues for the first nine months of 2000 includes the pretax
gain on the sale of the surety and fidelity operations.

Property and Casualty Insurance Operations:

In the third quarter of 2000, Reliance strengthened its reserves
by $332 million pretax for policies issued in prior periods. The
third quarter 2000 reserve strengthening follows the results of a
comprehensive actuarial review by Tillinghast-Towers Perrin at the
Company's request. As a result, Reliance's property and casualty
insurance operations had a third quarter pretax operating loss of
$525.7 million. Included in the third quarter results is a pretax
restructuring charge of $27.9 million, resulting from the
consolidation of various insurance operations. The company expects
to incur additional restructuring charges in future periods. These
costs are not currently estimable. For the third quarter of 1999,
Reliance's property and casualty operations reported a pretax
operating loss of $7.3 million.

Property and casualty net premiums written in the third quarter of
2000 were $109.8 million, compared with $653.8 million a year ago.
For the first nine months of 2000, Reliance's property and
casualty insurance operations had a pretax operating loss of $1.18
billion, which includes a provision of $ 816.9 million to increase
reserves for policies issued in prior periods, and a pretax
restructuring charge of $ 97.4 million. For the first nine months
of 1999, Reliance's property and casualty insurance operation had
a pretax operating loss of $ 278.2 million.

Net premiums written in the first nine months of 2000 were $1.13
billion, compared with $2.01 billion in the same period last year.

RCG Information Technology:

RCG Information Technology (RCG IT), Reliance's information
technology consulting business, had revenues of $40.8 million in
the third quarter of 2000, compared with $54.6 million in the
third quarter of 1999. The decline in revenue resulted from a
slowdown in market demand being experienced throughout the
industry and a decline in solutions business.

In the third quarter of 2000, RCG IT had a pretax operating loss
of $1.3 million, compared to pretax operating income of $2.0
million in the third quarter of 2000.

For the first nine months of 2000, RCG IT had $126.4 million in
revenues, compared with $181.6 million in the first nine months of
1999. RCG IT reported a pretax operating loss of $8.5 million for
the first nine months of 2000, which included a restructuring
charge of $4.3 million. Pretax operating income was $ 11.6 million
for the first nine months of 1999.

Reliance Group Holdings, Inc. (http://www.rgh.com),headquartered  
in New York City, has property and casualty insurance operations
and an information technology consulting company.


SAFETY KLEEN: Enters into New Distribution Pact with SystemOne
--------------------------------------------------------------
Safety-Kleen Corp. announced that its subsidiary, Safety-Kleen
Systems, Inc., has signed an agreement to serve as the exclusive
distributor of SystemOne's innovative line of parts cleaning
equipment. SystemOne's products will be marketed throughout
Safety-Kleen Systems' 173 branch locations across North America
beginning in 2001.

The Miami-based SystemOne Technologies, Inc., (Nasdaq: STEK)
designs and manufactures a full range of parts cleaning equipment
for use in automotive and industrial markets. These products
feature self-contained solvent recycling technologies that provide
customers with a fresh supply of clean solvent on demand, which
virtually eliminates the generation of waste.

"SystemOne has developed an innovative line of products that fits
well with our traditional parts-cleaning markets and our existing
sales and service network," said Safety-Kleen President and Chief
Operating Officer Grover Wrenn. "This is a continuation of Safety-
Kleen's ongoing commitment to provide our customers with the best
parts cleaning technology and service available."

The multi-year agreement between Safety-Kleen and SystemOne
encompasses the United States, Puerto Rico, Canada and Mexico, and
will require the approval of the U.S. Bankruptcy Court overseeing
Safety-Kleen's Chapter 11 reorganization. In addition to marketing
the machines to new customers, Safety-Kleen will extend its parts
cleaning services to SystemOne's customer base of 18,000 machines.
Safety-Kleen will begin offering the new SystemOne machines in the
first quarter of 2001. The SystemOne product line includes
various-sized models, manual and automated, with applications
within both automotive and industrial markets.

Based in Columbia, South Carolina, Safety-Kleen Corp. is the
leading provider of industrial and hazardous waste management
services in North America, serving more than 400,000 customers in
the United States and Canada.

Founded in 1990, SystemOne Technologies designs, manufactures,
sells and supports a full range of self-contained, recycling
industrial parts cleaning equipment for use in the automotive,
aviation, marine and general industrial markets. The Company has
been awarded ten patents for its products that incorporate
innovative, proprietary resource recovery and waste minimization
technologies. The Company is headquartered in Miami, Florida.


SCOUR, INC: CenterSpan Expresses Interest in Acquiring Assets
-------------------------------------------------------------
Company to Make Formal Appearance in the U.S. Bankruptcy Court
Today to Notify the Court of Its Intention to Participate in the
"Over-bid" Process for Scour, Inc.

CenterSpan Communications (Nasdaq:CSCC) announced today that it
plans to submit a bid to acquire the assets of Scour, Inc.
CenterSpan will appear in the U.S. Bankruptcy Court for the
Central District of California in Los Angeles to notify the Court
in accordance with the Court's "over-bid" procedures. Scour, Inc.
filed for Chapter 11 bankruptcy protection on October 12, 2000,
seeking protection from its creditors.

Scour operates one of the most widely visited digital
entertainment portals on the web, serving millions of page views
per day. Its peer-to-peer search and file sharing application,
Scour Exchange, is used by millions of registered users. Scour
Exchange is similar to Napster, but broader in scope, facilitating
the search and exchange of digital audio, video and image files.
Napster is exclusively focused on music.

Like Napster, Scour has come under legal attack from the major
record Labels and Studios alleging that the Scour Exchange
facilitates the illegal sharing of copyrighted content. The
purchase of the assets of Scour under the jurisdiction of the U.S.
Bankruptcy Court should enable CenterSpan to take title to the
assets free and clear of all such contingent liabilities.

On October 24, 2000, CenterSpan announced plans to launch a next
generation peer-to-peer network incorporating digital rights
management, which provides a secure and legal digital distribution
channel enabling members to publish, search and purchase all forms
of digital content. CenterSpan's technology platform will provide
content owners with the ability to track and account for their
content within the channel.

If CenterSpan is the winning bidder, it plans to immediately shut
down Scour Exchange and re-launch it in the first quarter of 2001
as a secure and legal digital distribution channel based on
CenterSpan's new technology platform.

"The acquisition of Scour's assets, including the brand, user
community, Web site, knowledge capital and technology, will help
accelerate the delivery of our digital distribution channel. And
while our bid will be structured as an asset acquisition to avoid
contingent liabilities, internally we view Scour as very strategic
and want the Scour founders and employees to join our team,"
stated Frank G. Hausmann, CenterSpan's Chairman and CEO. "We have
been working with peer-to-peer architecture for over two years and
believe our new secure and legal solution will be the technology
platform of choice for major content owners."

CenterSpan Communications Corp. is a developer and marketer of
Internet software applications for communication and collaborative
information sharing. The company is developing a next generation
peer-to-peer network incorporating digital rights management. This
provides a secure and legal digital distribution channel enabling
members to publish, search and purchase all forms of digital
content. Visit www.centerspan.com to learn more.


STROUDS: Committee Applies to Employ and Retain Ernst & Young
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Strouds, Inc.
applies for authority to employ and retain Ernst & Young LLP and
E&Y Capital Advisors LLC as financial advisors for the Committee.

As more fully set forth in the Affidavit of Gary Cole, a partner
of Ernst & Young, the firm will provide the following professional
services:

a) Analyze the debtor's tax position including potential tax
     attributes available and the availability of any refund
     opportunities;

b) Perform or review enterprise evaluations in connection with the
     analysis of the debtor's financial projections and business
     plan;

c) Perform or review valuations, as appropriate and necessary, of
     the debtor's corporate assets;

d) Attend and advise at meetings with the Committee, its counsel
     and representatives of the debtor; and

e) Provide such other services, including but not limited to
     expert testimony for valuation matters, accounting and tax
     services, and litigation consulting, as the Committee or its
     counsel may request.

Ernst & Young's current hourly rates are:

   Partners/principals                  $495-$575
   Senior Managers                      $425-$480
   Managers                             $325-$375
   Senior Consultants                   $265-$295
   Staff Consultants &
     Client Service Associates          $115-$225

Strouds, Inc. Committee Members:

   Hollander Home Fashions Corp., Boca Raton, Florida
   Sheridan Australia, New York, NY
   Croscill, Inc., New York, NY
   Glenoit/American Pacific, Tarboro, North Carolina
   Veratex, Panorama City, California
   Springs Industries, Lancaster, South Carolina
   Canning Vale, Weaving Mills, Ltd., Hillsborough, California

Counsel for the Official Committee of Unsecured Creditors are
William P. Bowden, Christopher S. Sontchi, Matthew G. Zaleski,
Ashby & Geddes and Scott L. Hazan, Otterbourg, Steindler, Houston
& Rosen, PC.


SUNTERRA CORP: Retains European Subsidiary, Big Factor in Strategy
------------------------------------------------------------------
Sunterra Corporation announced that it will not sell its European
subsidiary, Grand Vacation Company ("GVC"), citing it as a
critical piece of the company's strategy to be a global integrated
provider of distinctive vacation experiences.

"GVC offers our worldwide owner base benefits they cannot obtain
anywhere else: a selection of distinctive vacation destinations
managed to provide the same consistently high quality of service
they have come to expect from any Sunterra property," said Greg
Rayburn, CEO of Sunterra.  "We believe that we can maximize the
value of our European operations by increasing their visibility
among our U.S.-based owners and prospective owners.  GVC is a key
piece of our reorganization strategy and will be a driver of
growth and profitability in our future."

With 29 properties in 8 countries, GVC has over 75,000 members.  
Members participate in GVC through an industry-leading "points"
system that provides flexible access to all of the properties in
their portfolio.  GVC was the prototype for Sunterra's U.S. points
system, called Club Sunterra.

"We are extremely pleased to remain within the Sunterra family,"
said Nick Benson, CEO of GVC.  "This decision recognizes the value
that GVC brings to the global enterprise.  As we integrate our
operations on a global scale, our members will see and experience
a number of new and unique benefits."

Sunterra is the world's largest vacation ownership company, having
89 resort locations and in excess of 300,000 owner families in
North America, Europe, the Pacific, the Caribbean and Japan.


VENCOR, INC: Selling Two Properties In Oklahoma & Texas for $1.2MM
------------------------------------------------------------------
The Debtors seek the Court's authority, pursuant to sections
363(b) and (f) of the Bankruptcy Code, to sell:

   (1) a 370,624 square foot plot of undeveloped land at Lot 2,
       Block 1 Mayfair Court, Tulsa, Oklahoma for $275,000; and

   (2) 2.232 acre plot of undeveloped land at 601 East Elmira, San
       Antonio, Texas, for $910,800;

both free and clear of all liens, claims and encumbrances.

The Properties were included in the Procedures Motion as Sale
Properties which the Debtors may sell, pursuant to the Procedures
Order, without further court approval, provided that (i) such
sales were for less than $1.5 million per property; (ii) the
purchase and sales agreements conformed with the Form of Purchase
and Sale Agreements; and (iii) adequate notice was given to the
DIP Lenders, the Creditors' Committee and other known creditors
asserting a lien upon the Sale Properties.

The Debtors have filed a separate motion for the proposed
transactions because the terms of the purchase and sale agreements
that the proposed purchasers have agreed to vary in some respects
from the already approved Form Purchase and Sale Agreement.

The Tulsa Agreement with the proposed purchaser Benchmark
Construction of Tulsa L.L.C. varies from the Form Purchase and
Sales Agreement in four respects:

   (1) Benchmark's obligation to purchase the property is
       conditioned upon a zoning amendment and/or major amendment
       to the existing Planned Unit Development for residential
       development and grants two additional thirty day periods
       following the termination of the Inspection Period for
       completion of the rezoning;

   (2) The Tulsa Agreement requires the Debtors to furnish an
       owners policy of title insurance to the proposed purchaser,
       whereas the standard form requires the purchaser to pay for
       title insurance;

   (3) The Agreement requires the Seller to furnish a survey to
       the proposed purchaser, whereas the standard form requires
       the purchaser to pay for any desired survey;

   (4) The Debtors have agreed to pay a broker's fee of 8%, which
       is one percent higher than the 7% provided for in the
       Procedures Order.

The Purchase and Sale Agreement with the proposed purchaser CAB
Properties, Inc. for the San Antonio Property varies from the
standard form in three respects:

   (1) The San Antonio Agreement provides that interest on the
       deposit is never "at risk" and always remains the property
       of the buyer, whereas the standard form is silent upon the
       issue of interest upon deposits;

   (2) The Agreement requires the Debtors to furnish an owner's
       title insurance policy to the prospective purchaser,
       whereas the standard form requires the purchaser to pay for
       title insurance.

   (3) The Agreement requires the Debtors to furnish a survey to
       the prospective purchaser whereas the standard form
       requires the purchaser to pay for any desired survey.

The Debtors believe it is sound business judgment to sell the
Properties because they do not contribute to the Debtors' cash
flow and are of no further use in the Debtors' continuing
operations. The Tulsa Property was obtained as part of their
acquisition of the Hillhaven Corporation in 1995, the Debtors tell
Judge Walrath. The San Antonio Property, the Debtors say, was
purchased in 1997 for $593,563. With the passage of the new
Medicare reimbursement procedures in the Balanced Budget Act of
1997, the Debtors do not believe that new healthcare facilities at
these locations would ever be profitable. Moreover, marketing
effort shows that it is unlikely that the Debtors will procure
alternate purchasers with higher or better offers for the
Properties.

Under the DIP Credit Agreement, the Debtors may sell certain
specified properties held for sale without prior written approval
of the DIP Lenders as long as the sale is at that property's fair
market value and the consideration received is cash. The Debtors
submit that the Properties in question are included in the
Properties Held For Sale and in the judgment of the Debtors'
internal business planning and real estate officers, the
sale price of the Properties equals or exceeds the fair market
value of the Properties. The Debtors are currently in consultation
with counsel for the DIP Lenders regarding the Debtors' view that
they will receive fair market value of the Properties under the
Tulsa Agreement and the San Antonio Agreement.

The Debtors affirm that, as provided in the DIP Credit Agreement,
the Commitments made by the DIP Lenders will be reduced in an
amount equal to 100 percent of the net proceeds of the sale, net
of the costs and taxes.

The Debtors represent that Benchmark and CAB are not insiders as
that term is defined in section 101(31) of the Bankruptcy Code,
and the sale of the Properties was negotiated at arms-length and
in good faith.

In light of these, the Debtors request that the Court authorize
them to sell the Properties, pursuant to sections 363(b) and (f)
of the Bankruptcy Code, free and clear of all liens, claims and
encumbrances, and in the event that the sale is not consummated,
to sell each or either of the Properties pursuant to the
procedures authorized and approved by the Procedures Order.
(Vencor Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


                           *********


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
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is obtained from sources believed to be reliable, but is not
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                * * * End of Transmission * * *