TCR_Public/001121.MBX         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, November 21, 2000, Vol. 4, No. 228

                           Headlines

ACME METALS: Citibank Loan Syndication Still Up in the Air
AMERICAN GREETING: S&P Cuts Debt Rating to BBB; Outlook Negative
AMERICAN STANDARD: Alliance Acquires Sanford's Stake
AMF BOWLING: Attempting to Enhance Operating Performance
AMF BOWLING: NYSE Suspends Trading & Moves To Delist Shares

ARBELLA LIFE: S&P Assigns BBpi Financial Strength Rating
CAREMATRIX CORPORATION: Nasdaq Delists Securities
COLUMBIA UNIVERSAL: S&P Assigns BBpi Financial Strength Rating
COMSTOCK HOTEL: Case Summary and 19 Largest Unsecured Creditors
CONOR PACIFIC: Delivers CCAA Plan to Alberta Court

CORAM HEALTHCARE: Shareholders Sue Lenders, Officers & Directors
CRIIMI MAE: Judge Keir Finds Plan Meets Confirmation Standards
DEVX ENERGY: Comerica Disloses 8.18% Equity Stake
DIAGNOSTIC HEALTH: Plan Declared Effective on October 30
DIMAC HOLDINGS: Lease Decision Period Extended to Jan. 15

EMPIRE OF CAROLINA: Toy Manufacturer Files Chapter 11 in Florida
EQUALNET COMMUNICATIONS: Committee Hires Navigant Consulting
FOAMEX INTERNATIONAL: Bank of Nova Scotia Holds 24.4% Stake
FRUIT OF THE LOOM: Osceola Plant Closing within 60 days
GRAND UNION: C&S Acquires Assets for $301.8 Million in Auction

HARRAH'S: Revenue Miscalculation May Lead to Chapter 22
ICG HOLDINGS (CANADA): Case Summary
ICG HOLDINGS, INC.: Case Summary
JCC HOLDING: Has Financing to Operate through March 31, 2001
JUMBOSPORTS: Three Property Sale Raises $4.3 Million

KEY PLASTICS: Carlyle Bids Against JJM for Debtors' Assets
KITTY HAWK: Committee Balks at Exclusive Period Revival
KITTY HAWK: Committee Supports Appointment of Examiner
M-CARE INC: S&P Lowers Financial Strength Rating to Bpi
METAL MANAGEMENT: Reaches Accord with Banks and Bondholders

OWENS CORNING: Makes Pitch to Acquire Foundry And Steel, Inc.
PRANDIUM, INC.: Sells El Torito Division for $129.5 Million
PRIMARY HEALTH: Judge Walrath Rejects Bid to Convert Case
SELECTCARE HMO: S&P Lowers Financial Strength Rating to Bpi
SERVICE MERCHANDISE: Outlines New Strategy to Aid Emergence

SIENA HOLDINGS: Shareholders to Convene on Dec. 15 in Wilmington
STELLEX TECH: Veritas Acquires Assets for $107 Million
SUNBEAM CORP: Says Negotiations With Lenders Continue
TELEQUEST: Bombay-based Essar Group Acquires Assets
TITAN MOTORCYCLE: Celeste Trust Reports 9.9% Equity Stake

VENCOR, INC: Stipulates to Relief from Stay for Insured Claim
VISTA EYECARE: Asks for Exclusivity Extension through Apr. 16
VYTRA HEALTH: S&P Assigns HMO CCCpi Financial Strength Rating
WHEELING-PITTSBURGH: Judge Bodoh Approves First Day Motions

                           *********

ACME METALS: Citibank Loan Syndication Still Up in the Air
----------------------------------------------------------
The operating results of Acme Metals Inc. for the third quarter of
2000, ended September 26, 2000, improved over the third quarter
1999 results. Consolidated net sales of $117 million in the 2000
third quarter were $2 million lower than the same period in 1999.
Decreased volume shipped adversely affected sales by $12 million,
however, increased prices on the lower shipments offset the
unfavorable volume effect by $10 million. Although demand
decreased, total sales remained virtually unaffected.

However, the net loss for the 2000 third quarter of $7,393.
against the net loss for the same quarter of 1999 of $30,814
reflects improvement in operating results.

Consolidated net sales of $373 million for the first nine months
of 2000 were $26 million higher than the same period in the prior
year, reflecting increased sales in the first two quarters.

Increased prices and a higher margin sales mix contributed to the
sales increase. The net loss experienced in the third quarter of
2000 was $16,495 as opposed to a net loss of $59,957 for the third
quarter of 1999.

In the first quarter of 2000, Citibank, N.A. filed an application
for a $100 million loan guarantee with the Emergency Steel
Guarantee Loan Program on behalf of Acme Steel. In October 2000,
The Emergency Steel Guarantee Loan Board announced it had approved
Citibank's application to guarantee 85 percent of the proposed
$100 million loan to Acme Steel subject to certain conditions,
including execution of an acceptable guarantee. In addition the
syndication on the remaining non-guaranteed 15 percent portion has
not been completed and there are no assurances that it will be
completed.


AMERICAN GREETING: S&P Cuts Debt Rating to BBB; Outlook Negative
----------------------------------------------------------------
Standard & Poor's lowered its long-term corporate credit and
senior unsecured debt ratings on American Greeting Corp. to
triple-'B'-plus from single-'A'-minus. It also lowered the
preliminary shelf registration rating to preliminary triple-'B'-
plus from preliminary single-'A'-minus. In addition, these ratings
are placed on CreditWatch with negative implications.

At the same time, Standard & Poor's affirmed its short-term
corporate credit and commercial paper ratings for the company at
'A-2'.

The lower ratings and CreditWatch listing reflect American
Greetings' announcement that it expects substantially lower
earnings than previously anticipated for the fiscal third quarter
and for the fiscal year ending February 2001. The lower earnings
expectations are attributable primarily to softness in greeting
card sales resulting from continued pressure on retail inventory
levels, increased competition from lower-price cards, general
retail sales weakness, and the growth in Internet use.

American Greetings is also initiating a major restructuring
program that will rationalize brands, products, and facilities.
Details of the program have not yet been made final. In addition,
the company will be cutting its quarterly dividend by more than
half.

Adjusted for operating leases, operating cash flow to interest for
fiscal 2001 is estimated at less than 5 times (x) and debt to
operating cash flow in the 3x area.

Standard & Poor's will review American Greetings ratings after
evaluating the company's future operating strategies, as well as
its financial goals. Headquartered in Cleveland, American
Greetings is the second-largest manufacturer and distributor of
greeting cards and other social-expression products.


AMERICAN STANDARD: Alliance Acquires Sanford's Stake
----------------------------------------------------
On October 2, 2000, Alliance Capital Management L.P. acquired
beneficial ownership of the shares of American Standard Companies
that were formerly beneficially owned by Sanford C. Bernstein &
Co., Inc. through Alliance's acquisition of the investment
advisory assets of Bernstein. As a result of these transactions
ownership of these shares will be reflected in the filings of AXA
Financial, Inc. the parent company of Alliance.


AMF BOWLING: Attempting to Enhance Operating Performance
--------------------------------------------------------
AMF Bowling announced that, in conjunction with its financial
restructuring, the company is implementing strategic
organizational changes in each of its major businesses to
strengthen its operations and enhance its financial performance.
These changes include new initiatives in AMF's U.S. Bowling
Centers business to streamline the organization and refocus on the
bowling center manager, and several senior management changes in
Bowling Products.

Estimated annual cost savings of $8 million are expected from
these changes. Over half of the savings will be used to fund new
U.S. Bowling Center initiatives in training, as well as improved
compensation and benefits programs for center managers and staff.
"I believe the changes we are making today will create the right
organizational structure to drive profitable growth in the
future," said Roland Smith, AMF President and Chief Executive
Officer. "These improvements should also help facilitate our
discussions with creditors and lenders about ways to restructure
and reduce the company's long-term debt."

                    Bowling Center Initiatives

Smith said, that during 2000, the top 60% of AMF's U.S. bowling
centers were up 9% in revenue over prior year, and outperformed
the remaining 40% by 16 percentage points of revenue and 8 points
of EBITDA margin. "We found that the primary factor in a center's
performance was the quality and skill of the manager and staff,"
he added. "Our objectives are to ensure that all managers and
staff receive the training necessary to be successful, to retain
AMF's better performing center managers, and to recruit strong
manager candidates."

As part of the focus on center management, AMF will implement the
following initiatives:

   - Establish a center manager training school in Richmond to
     provide new managers with the management skills and other
     tools necessary to manage centers successfully. A new
     Director of Training will be hired, along with experienced
     bowling industry personnel from AMF's center operations, to
     lead this new training initiative.

   - Create an in-center training program and ongoing intranet-
     based training for managers and staff.

   - Increase the center managers' incentive compensation plan to
     allow managers to receive a higher bonus tied to the
     successful financial performance of their centers.

   - Expand the incentive compensation plan to include the
     Assistant Manager and Facility Manager for the first time. In
     addition, all full-time employees will become eligible for
     benefits, including participation in the company's health
     care and 401(K) programs.

   - Institute a required certification program for both managers
     and centers to assure higher quality facilities and improved
     customer service standards.

"We are going to expect more from our center managers and their
teams," Smith said. "At the same time, we're going to invest in
their training and reward good performance with an enhanced
incentive bonus program."

To better develop a pride-of-ownership philosophy among center
managers, the company will streamline the corporate and field
support organizations. The U.S. center organization will
consolidate from five to three operating regions, with Paul
Barkley responsible for the West, Steve Crawley for the Central
region and Lloyd Wrisley for the East (all three are currently
Regional Vice Presidents). District Managers will focus more on
personnel, training and the successful implementation of national
programs. The positions of District Marketing Manager, Regional
Organizational Development Manager and Regional Food & Beverage
Manager have been eliminated.

                      Bowling Products Changes

"While we have made some progress towards improving our product
quality and order fulfillment, we have not improved quickly enough
to achieve our financial targets in Bowling Products in 2000,"
Smith said. "As a result, I believe a change in leadership is
necessary to accelerate improvement."

Randy Daniel, former President of AMF Bowling Products, has left
the company. AMF has started a search for a new Chief Operating
Officer for Bowling Products. In the interim, Smith will assume
responsibility for Bowling Products, with the following management
changes to occur, effective immediately:

   - John Walker, Vice President, North American Sales, assumes
     responsibility for Global Sales and Customer Service.

   - Walter Powers, Manager, Factory Certified Equipment, assumes
     responsibility for Manufacturing and Engineering. Mark
     Kilpatrick, who heads Manufacturing, and Ron Brown, who
     directs Engineering, will continue their responsibilities and
     report to Powers.

   - Tim Scott, Senior Vice President, Marketing, assumes
     leadership of Product Management.

                         Corporate Changes

In conjunction with these changes, corporate staff positions have
been reduced to better meet the company's current business needs.
"I believe we're taking the right actions to make AMF a more
efficient, focused and competitive company," Smith said. "While we
will realize cost reductions, over half of these savings will be
reinvested in the U.S. Bowling Centers business, where we continue
to see opportunities for enhanced profitability and growth."

As the largest bowling company in the world, AMF owns and operates
527 bowling centers worldwide, with 408 centers in the U.S. and
119 centers in nine other countries. AMF is also a world leader in
the manufacturing and marketing of bowling products. The company
also manufactures and sells the PlayMaster, Highland and
Renaissance brands of billiards tables. Information about AMF is
available on the Internet at http://www.amf.com.


AMF BOWLING: NYSE Suspends Trading & Moves To Delist Shares
-----------------------------------------------------------
The New York Stock Exchange announced that it determined that the
common stock, 10 7/8% notes due 3/15/06, and 12 1/4% notes due
3/15/06 of AMF Bowling, Inc. -- ticker symbols PIN, PIN 06, and
PIN ZR06, respectively -- should be suspended immediately. The
Company has advised the NYSE that it plans to make application to
transfer the trading of its common stock to the OTC Bulletin
Board. Application to the Securities and Exchange Commission to
delist the issues is pending the completion of applicable
procedures.

The Exchange's action is being taken in view of the fact that the
Company is below the NYSE's continued listing criteria relating to
a minimum share price of $1 over a 30 trading-day period.

In addition, on November 14, 2000 the Company announced that its
restructuring alternatives are "likely to have a material adverse
effect on the ability of shareholders and long-term debt holders
to recover their investment in AMF." The Exchange has not traded
the Company's common stock or notes since that announcement as the
Exchange completed its evaluation of the Company's continued
listing status.


ARBELLA LIFE: S&P Assigns BBpi Financial Strength Rating
--------------------------------------------------------
Standard & Poor's assigned its double-'Bpi' financial strength
rating on Arbella Life & Health Insurance Co. Inc.  The rating is
based on the company's narrow and reduced operating scope and
weak, volatile return on assets partially offset by strong
liquidity and capitalization.

Based in Quincy, Mass., Arbella Life (NAIC: 60056) writes mainly
group accident and health (A&H). About 95% of the company's
business lies within its only licensed states, Massachusetts and
New Hampshire, and its products are distributed mainly through
agents. The company began operations in 1995.

Major Rating Factors:

   -- The company's limited capital base ($6.1 million in total
       adjusted capital), narrow operating scope (84% of direct
       business in Massachusetts), and product line concentration
       (97% of direct business in A&H) limit the rating. In 1999,
       the company significantly reduced its group A&H business to
       $14.4 million from $20.7 million in 1998, a decrease of
       30%.

   -- Operating performance has been weak with five-year average
       declines in assets of 2.7% and in revenues of 5.6%. Since
       1995, returns on revenue have ranged from negative 16.6% to
       positive 0.4%.

   -- The company's volatile earnings, a relatively low two-year
       average ratio of cash inflows to outflows (90%), and
       current capital level are limiting factors.

   -- The company has extremely strong liquidity, with a liquidity
       ratio of in excess of 260% as measured by Standard & Poor's
       model.

   -- Capitalization remains very strong, with a capital adequacy
       ratio of 163.9% as measured by Standard & Poor's model.
       Total adjusted capital increased only 1.3% in 1999 from the
       previous year to $6.1 million.

The company's rating is based on stand-alone characteristics
without implied support from the Arbella Insurance Group.
Arbella Life is a member of Arbella Insurance Group, a large
property/casualty (P/C) insurance group with 1999 surplus of
$242.9 million. The company is wholly owned by Arbella, Inc., an
insurance holding company, which is 99.6% owned by Arbella Mutual
Insurance Co. (triple-'Bpi' financial strength rating), a P/C
affiliate.


CAREMATRIX CORPORATION: Nasdaq Delists Securities
-------------------------------------------------
CareMatrix Corporation (Nasdaq: CMDC), a fully integrated assisted
living company, announced that it has receive a notice from the
Nasdaq Listing Qualifications Panel that the Company's securities
will be delisted from the Nasdaq Small Cap Market.

On November 9, 2000, CareMatrix announced that it and certain (but
not all) of its subsidiaries have filed a voluntary petition for
reorganization under Chapter 11 of the United States Bankruptcy
Code.

CareMatrix Corporation is a leading provider of senior housing
services including assisted living, supportive independent living
and specialized programs for people with Alzheimer's disease.


COLUMBIA UNIVERSAL: S&P Assigns BBpi Financial Strength Rating
--------------------------------------------------------------
Standard & Poor's assigned its double-'Bpi' financial strength
rating to Columbia Universal Life Insurance Co.

Key rating factors included marginal capitalization, poor
profitability and erratic premium revenues.

Based in Austin, Texas, Columbia Universal writes mainly
individual annuities. The company's major states of operation --
Texas and California -- constitute more than 70% of its business,
and its products are distributed primarily through agents and
brokers.

Columbia Universal, which began operations in 1954, is licensed in
41 states, the District of Columbia and Puerto Rico. It is a
wholly owned subsidiary of Columbia Universal Corp., a Nevada
corporation and a wholly owned subsidiary of American Heritage
Life Insurance Co. (AHL, double-'A'-plus financial strength
rating). In turn, AHL is a wholly owned subsidiary of American
Heritage Life Investment Corp., which is a wholly owned subsidiary
of Allstate Corp.(single-'A'-plus counterparty credit rating).

Major Rating Factors:

   -- Capitalization is less than good, as indicated by a Standard
       & Poor's capital adequacy ratio of 95.9%. The company's
       leverage, as measured by the ratio of capital and surplus
       to total liabilities, is aggressive at 4%. The low
       capitalization ratio stems, in part, from a high level of
       risk assets as a percent of total adjusted capital
       (172.5%). Medium- ($15.2 million) and low-quality ($9.1
       million) bonds constitute 107% of total adjusted capital.
       Although capital and surplus have grown at a compound
       annual rate of 10.6% since 1991, total adjusted capital
       decreased 20.4% to $22.6 million at year-end 1999 from  
       $28.5 million in 1998. The decline in surplus of $6.5
       million from 1998 was caused by a loss of $2.7 million in
       net income, a negative $1.8 million change in surplus
       notes, a negative $0.7 million change in the company's
       asset valuation reserve, and a negative $1.3 million change
       in all other items.

   -- Profitability is poor. The time-weighted ROA for 1996-1999
       is negative 0.2%. The drop in net income of $4.7 million in
       1999 over the prior year was caused mainly by weaker
       results in the individual annuity business, which had a
       $3.3 million decline from 1998 on pretax income before
       dividends to policyholders. In addition, the company has
       very volatile earnings with respect to its current capital
       adequacy ratio. Since 1994, the ROA has varied from
       negative 0.6% to positive 1.3%.

   -- Historically, Columbia Universal has displayed an   
       instability in its premium revenue, which -- together with
       a liquidity ratio of 127.7% -- is a limiting factor.
       Premiums have varied from negative 30.2% to positive 175.1%
       since 1995.

   -- Columbia Universal's geographic and product line
       concentrations are high. Currently, 60% of direct business
       is in Texas, with more than 87% in individual annuities, a
       limiting factor.

   -- The company's net premiums rebounded 175.1% in 1999 to
       $159.6 million. Although Columbia Universal (NAIC:77720) is
       a member of Allstate group of companies, the rating does
       not include additional credit for implied group support.


COMSTOCK HOTEL: Case Summary and 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Comstock Hotel-Casino
         200 West Second Street
         Reno, NV 89501

Chapter 11 Petition Date: November 14, 2000

Court: District of Nevada

Bankruptcy Case No.: 00-33297

Judge: Gregg W. Zive

Debtor's Counsel: Jeffrey L. Hartman, Esq.
                  The Law Office of Jeffrey L. Hartman
                  419 West Plumb Lane
                  Reno, Nevada 89509

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

19 Largest Unsecured Creditors:

IGT                              Goods/Services           $ 66,575

Sierra Pacific Power             Goods/Services           $ 59,295

Young Electric Sign Co.          Goods/Services           $ 40,726

Bonanza Produce                  Goods/Services           $ 38,370

Nugget Meat Packers              Goods/Services           $ 33,240

Model Dairy                      Goods/Services           $ 26,814

Thyssen-Dover Elevator           Goods/Services           $ 23,092

Casino Data System               Goods/Services           $ 21,003

Lodging and Gaming Sys           Goods/Services           $ 18,894

U.S. Foodservice of Reno         Goods/Services           $ 18,201

Reno Food Distributors           Goods/Services           $ 16,325

Anchor Games                     Goods/Services           $ 14,275

Sysco Food Service of SF         Goods/Services           $ 13,958

C&M Food Distributing            Goods/Services           $ 13,925

Mission Industries #37           Goods/Services           $ 13,236

Farmers Brothers Co.             Goods/Services           $ 12,675

Red Hawk Golf                    Goods/Services           $ 12,065

WMS Gaming                       Goods/Services           $ 11,721

Central Credit LLC               Goods/Services           $ 10,848


CONOR PACIFIC: Delivers CCAA Plan to Alberta Court
--------------------------------------------------
Conor Pacific Environmental Technologies Inc. announced that a
Plan of Compromise and Reorganization pursuant to the Companies'
Creditors Arrangement Act was filed on November 10, 2000.

The Plan of Reorganization has been submitted to permit Conor
Pacific to settle payment of its liabilities and to compromise the
indebtedness owed to unsecured creditors on a fair and equitable
basis, primarily by means of the disposition of common shares of
Conor Pacific to the Creditors. In addition, a portion of the
senior secured indebtedness currently held by 157692 Canada Inc.
will also be converted to common shares of Conor Pacific.

Approval of the Plan of Reorganization is required by the
Creditors and therefore a meeting of the Creditors has been
scheduled for 9:00 a.m. Monday, December 4, 2000 in Calgary
Alberta. The meeting will take place at the Sheraton Suites,
Wildrose South Room, Calgary Eau Claire, 255 Barclay Parade SW.

Should the Creditors approve the Plan of Reorganization, approval
will be sought from the Court of Queen's Bench of Alberta for a
Plan of Arrangement under the Alberta Business Corporations Act.
If the Plan of Arrangement is approved, it will result in the
issuance of common shares of Conor Pacific in exchange for the
indebtedness to be converted under the Plan of Reorganization.

Upon issuance of the common shares to the Creditors and 157692
under the Plan of Reorganization and the Plan of Arrangement, the
total issued shares outstanding of Conor Pacific will be held
based on the following percentages:

   (a) 157692 will hold 55% of the common shares;

   (b) unsecured creditors will hold 40% of the common shares; and

   (c) existing shareholders will hold 5% of the common shares.

KPMG Inc. has been appointed by the Court as the Monitor of the
affairs of Conor Pacific pending approval of the Plan of
Reorganization and Plan of Arrangement.

Full details of both the Plan of Reorganization and the Plan of
Arrangement along with a Notice of Meeting of General Creditors
and Proof of Claim are currently being mailed to the Creditors. A
full set of materials has also been delivered to Computer share
Investor Services Inc., Conor Pacific's Transfer Agent.

Conor Pacific is a provider of strategic and technical
environmental solutions. From offices in Vancouver, Calgary and
California, we integrate technical expertise, innovative
technologies and business and risk management solutions to add the
greatest possible sustainable and economic value to clients.

Contact Robert (Bob) E. Nowack, Chairman and CEO for Conor Pacific
Environmental Technologies Inc., at (604) 669-3373 for additional
information.  


CORAM HEALTHCARE: Shareholders Sue Lenders, Officers & Directors
----------------------------------------------------------------
The Law Offices of G. Martin Meyers, P.C. announced, pursuant to
Section 21(D)(a)(3)(A)(i) of the Securities Exchange Act of 1934,
notice that a class action lawsuit was filed on November 8, 2000,
in the United States District Court for the District of New
Jersey, on behalf of all persons who were holders of shares of the
common stock of Coram Healthcare Corporation, on or before August
8, 2000, and who sold some or all of their Coram common stock
shares at any time on or after August 8, 2000, following the
announcement of Coram's bankruptcy filing issued on that date.

The Complaint alleges that the defendants violated Sections 10(b)
and 20(a) of the Exchange Act and Rule 10b-5 thereunder.
Specifically, the Complaint alleges that the defendants
perpetrated a fraud upon the market for shares of Coram common
stock, by circulating materially false and misleading statements
and/or omissions in press releases and otherwise, designed to
artificially deflate the market price of Coram stock, in
furtherance of a plan designed to deprive its stockholders of the
value of their equity in the said stock, and provide for Coram's
emergence from bankruptcy proceedings as a "privately held
company," depriving plaintiffs and the proposed class of Coram
stockholders of fair compensation for the value of their Coram
common stock.

The Complaint names as defendants three entities holding long-term
indebtedness of Coram in the approximate amount of $260 million,
including Cerberus Partners, L.P., Goldman, Sachs Credit Partners,
L.P., Foothill Capital Corporation, (collectively the "Lender
Defendants"), and the present and former officers and directors of
Coram, and of the Lender defendants or their affiliates, who
participated in the alleged scheme of securities fraud which forms
the basis for the action, including Stephen Feinberg, Daniel D.
Crowley, Scott R. Danitz, Scott T. Larsen, Allen J. Marabito,
Domenic A. Meffe, Vito Ponzio, Jr., Joseph D. Smith, Richard M.
Smith, Donald J. Amaral, William J. Casey, L. Peter Smith, and
Sandra L. Smoley, (collectively, the "Officer and Director
Defendants"). Coram itself is not named as a defendant as it is or
was the subject of bankruptcy proceedings, as of the date of the
filing of the Complaint, and the filing of an Amended Complaint,
on November 15, 2000.

For additional information, contact G. Martin Meyers, Esq. Law
Offices of G. Martin Meyers, P.C. 35 West Main Street, Suite 106
Denville, New Jersey 07834 973 625-0838 Fax: 973 625-5350 or
garymeyers@nac.net by e-mail.


CRIIMI MAE: Judge Keir Finds Plan Meets Confirmation Standards
--------------------------------------------------------------
Calling CRIIMI MAE Inc.'s (NYSE: CMM) plan of reorganization "fair
and reasonable," Judge Duncan W. Keir found that the Company's
plan of reorganization meets all of the confirmation standards
required by the Bankruptcy Code.  The Company intends to submit a
proposed confirmation order for the Judge's review and approval.

Judge Keir said he would hold a hearing next Wednesday, November
22, 2000, if he has any questions about the proposed order
submitted to him. Otherwise, he said he would sign the order
confirming CRIIMI MAE's reorganization plan.

To resolve objections to confirmation filed last week by Merrill
Lynch Mortgage Capital Inc. and German American Capital
Corporation, all parties agreed to include in the confirmation
order a provision that the plan would become effective no later
than March 15, 2001, unless the parties and the court
agree to extend the date or the court extends that date.

An attorney for CRIIMI MAE, Richard L. Wasserman of Venable,
Baetjer and Howard, LLP, Baltimore, Md., indicated to the court
that, notwithstanding the March 15, 2001 date, all of the parties
are "endeavoring" to have CRIIMI MAE emerge from bankruptcy as
soon as possible.


DEVX ENERGY: Comerica Disloses 8.18% Equity Stake
-------------------------------------------------
Comerica Bank, a Michigan banking corporation, benefically owns
6,600,00 shares of the common stock of Devx Energy Inc,
representing 8.18% of the outstanding shares of common stock of
the company. Comerica holds sole voting power only over the stock
owned.


DIAGNOSTIC HEALTH: Plan Declared Effective on October 30
--------------------------------------------------------
On October 17, 2000, the US Bankruptcy Court for the Northern
District of Texas entered an order confirming the Second Amended
Joint Plan of Reorganization filed by Diagnostic Health Services,
Inc., et al. The Effective Date of the Plan occurred on October
30, 2000. Attorneys for the debtors are G. Michael Curran, Esq.,
and Keith M. Aurzada, Esq., of the law firm Akin, Gump, Strauss,
Hauer & Feld LLP.


DIMAC HOLDINGS: Lease Decision Period Extended to Jan. 15
---------------------------------------------------------
The US Bankruptcy Court, District of Delaware, entered an order on
October 27, 2000, granting an extension of the period within which
DIMAC Holdings Inc., et al. may assume or reject unexpired leases
of nonresidential real property. Pursuant to section 365(d)(4) of
the Bankruptcy Code, the time by which the debtors must assume or
reject the unexpired leases is extended to and including January
15, 2001.

Attorneys for the debtors are the law firm Weil, Gotshal & Manges
LLP and The Bayard Firm.


EMPIRE OF CAROLINA: Toy Manufacturer Files Chapter 11 in Florida
----------------------------------------------------------------
Empire of Carolina, Inc. (Amex: EMP), and Empire Industries, Inc.,
its wholly owned subsidiary, announced that they have filed
voluntary petitions for reorganization under Chapter 11 of the
United States Bankruptcy Code. The filings took place in the
United States Bankruptcy Court for the Southern District of
Florida, West Palm Beach Division.

Empire will remain in possession of its assets and properties, and
its business and affairs will continue to be managed by Empire's
directors and officers, subject in each case to the discretion and
supervision of the Bankruptcy Court.

Empire is best known for making toys, including the classic Big
Wheel, Crocodile Mile waterslides, Buddy L trucks and cars, and
Grand Champions collectible horses. The company has turned to
sporting goods for a boost; it makes Wilson golf shoes, Mongoose
snowboards, and other equipment. Empire also makes seasonal
products, such as Easter baskets and plastic snowmen, and it
supplies plastic molding to other manufacturers. Its products are
made in the US and in the Far East. Retailers Wal-Mart, Toys "R"
Us, and Target account for over half of Empire's sales.


EQUALNET COMMUNICATIONS: Committee Hires Navigant Consulting
------------------------------------------------------------
By order entered on October 25, 2000, the US Bankruptcy Court for
the southern District of Texas approved the application of the
Joint Committee of Unsecured Creditors of Equalnet Communications
Corp., and its affiliates to employ Navigant Consulting, Inc. as
financial and accounting advisor to the Joint Committee of
Unsecured Creditors. Attorneys for the Joint Committee of
Unsecured Creditors are Joseph J. Wielebinski, Dean W. Ferguson
and Mark H. Ralston, of the firm Munsch, Hardt, Kopf & Harr, PC.


FOAMEX INTERNATIONAL: Bank of Nova Scotia Holds 24.4% Stake
-----------------------------------------------------------
The Bank of Nova Scotia is reporting beneficial ownership of
5,750,426 shares of the common stock of Foamex Internaional Inc.,
representing a 24.4% holding of the common stock of the company.
The Bank exercises sole voting and dispositive power over the
stock. Calder & Co. of New York City is acting as Nominee for the
Bank.

Calder & Co. is a partnership established to hold securities in
the partnership name for the account and subject to the order of
the Bank of Nova Scotia. In the ordinary course of its business,
from 1995 through 1999, the Bank made loans and advances, and
extended credit and other financial accommodations to Trace
International Holdings Inc. and/or Trace Foam Sub Inc. On July 21,
1999 Trace filed voluntary petitions for relief under Chapter 11
of the Bankruptcy Code in the United States Bankruptcy Court for
the Southern District of New York.

The Bank's claims of in excess of US $167,000,000 at the time
Trace filed its petitions in addition to the assigned claims of
certain other Trace creditors were secured by liens and security
interests on certain Trace assets, including as to the assigned
claims, 7,000,247 shares of company common stock.

Under terms of the Stipulation of Settlement between the Bank and
John S. Pereira, in his capacity as the Chapter 7 Trustee of
Trace, entered as an Order by the U.S. Bankruptcy Court for the
Southern District of New York on October 18, 2000, and which
became final and non-appealable on or about October 31, 2000, the
Bank became the owner of 1,500,000 shares of company common stock.

After effectuating the transfer of 1,500,000 shares of company
common stock to the company in exchange for 15,000 shares of
company Preferred Stock to be held by the Calder & Co., the
Trustee released the remaining shares of company common stock and
the Bank, through Calder & Co. (its Nominee), became the owner of
5,697,426 shares of company common stock pursuant to the
Settlement.

As a result of these transactions and its prior holdings of 53,000
shares of company common stock, the Bank has become the owner of
5,750,426 shares of company common stock and 15,000 shares of
company Preferred Stock. The Bank holds 5,697,426 of such shares
of company common stock and all of the 15,000 shares of company
Preferred Stock through its Nominee.


FRUIT OF THE LOOM: Osceola Plant Closing within 60 days
-------------------------------------------------------
The Associated Press reports that Fruit of the Loom gave 780
people employed at its Osceola plant their 60-day notices that the
factory will close in January.  This is a planned part of FTL's
on-going chapter 11 restructuring, Barbara Pardue, director of the
Arkansas Economic Development Department told the AP.  


GRAND UNION: C&S Acquires Assets for $301.8 Million in Auction
--------------------------------------------------------------
The Grand Union Company (OTC BB: GUCO), announced that following
the auction of its assets, it will be proceeding with the
previously announced agreement for the purchase by C&S Wholesale
Grocers, Inc. of substantially all of the Company's assets and
business. C&S, which is Grand Union's principal supplier, will pay
$301.8 million in cash upon closing of the transaction. Included
in the assets to be acquired are 185 of Grand Union's 197 stores
and the Company's distribution center in Montgomery, New York. C&S
intends to operate certain of these stores and to assign its right
to purchase certain other of these stores to other supermarket
operators. The closing of the transaction remains subject to
customary closing conditions, including governmental antitrust
approval and Bankruptcy Court approval.

The Company also announced that as a result of the auction it
entered into a definitive agreement to sell the store and building
owned by the Company at 124-138 Bleecker Street in New York City
to New York University for approximately $24 million. The sale is
subject to Bankruptcy Court approval.

Grand Union filed a voluntary chapter 11 petition in the U.S.
Bankruptcy Court in Newark, New Jersey on October 3, 2000, with
the stated intention to facilitate the planned sale of the Company
and provide for additional funding during the sale process.
Grand Union operates 197 retail food stores in Connecticut, New
Jersey, New York, Pennsylvania and Vermont.


HARRAH'S: Revenue Miscalculation May Lead to Chapter 22
-------------------------------------------------------
After 3 1/2 years in bankruptcy, Harrah's New Orleans Casino may
again seek protection after emerging two years ago, The Advocate
reports.  Harrah's executives says that the "friendly" bankruptcy
filing may be done and over with in 90 days and wouldn't hinder
the company's operations. The plan's focus are on reducing
Harrah's $100 million annual state tax, lifting restrictions on
the services it offered, and restructuring its debt.

Miscalculating its revenue projections, Phil Satre says that the
company won't be able to raise enough cash to cover its state tax
and break even. "The fact is everyone missed on the $348 million
projection. And by everyone, I mean Harrah's Entertainment, Wall
Street bankers, analysts, and investors and professionals hired by
government officials," Satre said. Harrah's Entertainment Inc. in
Las Vegas, which Mr. Satre works as chairman, owns 43 percent of
Harrah's stock. The Casino Tax Advisory Committee, which is
studying the casino's financial situation, is scheduled to make
recommendations.


ICG HOLDINGS (CANADA): Case Summary
-----------------------------------
Debtor: ICG Holdings (Canada) Co.
        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 r       
                   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.: 00-04244

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: $ 256,013,821 (as of September 30, 2000)
Total Debts : $ 1,100,326,445 (as of September 30, 2000)


ICG HOLDINGS, INC.: Case Summary
--------------------------------
Debtor: ICG Holdings, Inc.
         15 E 96th Street,
         New York, NY 10128

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 r       
                   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.: 00-04245

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: $ 1,418,830,390 (as of September 30, 2000)
Total Debts : $ 2,442,015,952 (as of September 30, 2000)


JCC HOLDING: Has Financing to Operate through March 31, 2001
------------------------------------------------------------
JCC Holding Company (Amex: JAZ), released the following comments
on a presentation made on November 13, 2000 to the New Orleans
Casino Tax Advisory Committee which set forth a contemplated
restructuring of the Company's financial obligations, as well as
the American Stock Exchange's halt of trading in the Company's
stock.  (References to the "Company" include the Company's wholly-
owned subsidiary Jazz Casino Company, LLC which operates the
Company's casino in New Orleans, Louisiana.)

On November 13, 2000, Jefferies & Company, Inc., financial
advisors to the Company, on its behalf presented a proposed plan
for restructuring the Company's financial obligations based upon
Jefferies' analysis and advice, to New Orleans' Mayor Marc
Morial's Casino Tax Advisory Committee. During this presentation,
the Company proposed various concessions to be made by its
securities holders, its lenders, its affiliates, Harrah's
Entertainment, Inc., Harrah's Operating Company and Harrah's New
Orleans Management Company (the manager of the casino and a wholly
controlled affiliate of Harrah's Entertainment, Inc.), the State
of Louisiana, and other parties to whom the Company has
contractual or legal obligations.

Among other things, the proposal included the recommendation of a
pre-negotiated bankruptcy proceeding to achieve a reorganization
of the Company's financial arrangements and capital structure.
Jefferies advised that confirmation of a plan in bankruptcy to
achieve such a result would likely involve the elimination of the
equity held by the Company's current stockholders.

The Company's financial advisors have concluded, after a thorough
analysis, that as currently configured the Company's casino is not
financially viable because current and projected revenue is not
sufficient to pay all operating expenses, minimum taxes and debt
service. While the financing required for the casino's operations
has been arranged through March 31, 2001, the Company's ability to
continue as a viable business beyond that time is in doubt absent
a significant restructuring of its finances.

The Company believes that unless the $100 million minimum payment
due to the State of Louisiana is reduced and economic concessions
are obtained from numerous other parties to whom the Company has
financial obligations, the Company will not be able to continue as
a viable business.

These recommendations have not been formally considered or
approved by the Company's board of directors or any other parties
and cannot be implemented until such approval is received.
On November 14, 2000, the Company filed an 8-K Current Report with
the U.S. Securities and Exchange Commission covering the
presentation and recommendation made to the Casino Tax Advisory
Committee. In addition, the Company has been advised by the
American Stock Exchange that it no longer meets the Exchange's
continued listing requirements and the Company will not object to
the removal of its common stock from the American Stock Exchange.

The Casino Tax Advisory Committee was assembled by the Mayor of
New Orleans to document its findings on the economic impact of the
Harrah's New Orleans Casino, owned by Jazz Casino Company, LLC,
the Company's wholly-owned subsidiary, and make recommendations to
the Mayor regarding the $100 million minimum payment due to the
State of Louisiana and other relevant matters.

Jazz Casino Company, LLC, has the exclusive license to own and
operate the only land-based casino in Orleans Parish, Louisiana.
Harrah's New Orleans Management Company, a subsidiary of Harrah's
Entertainment, is the manager of the casino. The casino directly
employs approximately 3,000 people with an annual payroll and
benefits of approximately $80 million. The 100,000 square foot
casino is located at Canal Street at the Mississippi River in
downtown New Orleans, and is adjacent to the French Quarter, the
Aquarium of the Americas and the Ernest N. Morial Convention
Center.


JUMBOSPORTS: Three Property Sale Raises $4.3 Million
----------------------------------------------------
By separate orders of the US Bankruptcy Court Middle District of
Florida Tampa Division, the debtors, Jumbosports, Inc. obtained
authority to sell three parcels of real property:

   * 9350 Hickman Road, Des Moines Iowa to Greenspan Property
     Management for a total purchase price of $2,250,000.

   * 5000 West Holiday Drive, Peoria , Illinois to Charter Oak
     Development LLC for a purchase price of $1,900,000

   * Undeveloped parcel of real property in Greensboro, North
     Carolina for $155,000 to T. David Pulliam.


KEY PLASTICS: Carlyle Bids Against JJM for Debtors' Assets
----------------------------------------------------------
A new suitor has stepped forward with a bid for Key Plastics LLC,
The Automotive News reports.  Carlyle Group, a Washington, D.C.-
based investment firm having former Secretary of State James Baker
III in its management, was able to slip in and put its offer on
the table.  In the other corner is New York-based JJM LLC (headed
by Joyce Johnson-Miller), also an investment firm.  Joyce Johnson-
Miller was present during the hearing held in U.S. Bankruptcy
Court in Detroit on Nov. 6 that would have chosen her to be the
preferred bidder.

At a Nov. 8 hearing, The Honorable Judge Steven Rhodes delayed the
action because of Carlyle's bid.  Both companies were given until
Nov. 28 to consider Key's holdings and submit plans to choose
which of them would be the preferred bidder for the company.  Key
will then choose its preferred bidder on Dec. 4 midnight and that
company will then have the inside track for Key's auction on Dec.
14.  The one loosing the bid will get $ 1.25 million for its
efforts.  If either one of JJM or Carlyle voluntarily leaves the
race before Nov. 28, they'll get $750,000.

Novi, Mich.-based Key Plastics molds interior, exterior and under-
the-hood components for the auto industry in North America and
Europe.  Key filed for Chapter 11 in March, listing assets of $
331 million and debts of $ 353 million.  The company's exclusive
period during which to file a plan of reorganization runs through
Dec. 31.  


KITTY HAWK: Committee Balks at Exclusive Period Revival
-------------------------------------------------------
The Official Unsecured Creditors' Committee of Kitty Hawk, Inc.,
et al. objects to the debtors' second motion for an extension of
the exclusive period. The Committee claims that exclusivity
terminated on October 21, 2000, and should not now be revived,
except for cause shown. There is no cause to extend exclusivity
for the debtors to file a plan or to solicit acceptances thereon.

The Committee claims that the Committee and the creditors which it
represents are being held hostage by the debtors' plan and have
lost all confidence in the debtors' ability to act in accordance
with their fiduciary duty to general unsecured trade creditors.
There is no cause to extend exclusivity. The Committee claims
that exclusivity should be terminated immediately so as to allow
the Committee to file, and solicit acceptances of, its own plan.


KITTY HAWK: Committee Supports Appointment of Examiner
------------------------------------------------------
The Official Unsecured Creditors' Committee of Kitty Hawk, Inc.,
et al., filed a memorandum in support of its motion for
appointment of an Examiner.  In order to avoid the certainty of a
contested confirmation fight, the Committee claims that an
examiner is needed to address the multitude of issues raised in
the debtors' plan of reorganization.

The Committee claims that a disinterested third party could only
help to ensure that all issues are fully explored. The Committee
envisions that an examiner would investigate all issues relating
to the debtors' plan, report his or her findings to the Court and
the parties, and act as a bridge between the parties in an effort
to reach consensual plan treatment. An examiner is needed to
address the debtors' effort to substantively consolidate their
estates for distribution purposes under a proposed settlement with
the Noteholders which unfairly discriminates against general
unsecured trade creditors. The examiner's investigation would (and
should) delve into the propriety of the settlement with the
Noteholders' in the proposed plan, the merits of fraudulent
transfer claims against the Noteholders, the possibility
of substantive consolidation, the treatment of creditors of all of
the estates under the plan, the confirmability of the plan, and
the issue of conflicts on the part of debtors, their counsel, and
the Committee. The examiner could act as a bridge to a consensual
plan, if possible. The Committee believes that there is a window
of opportunity here leading up to confirmation to resolve the
parties' disputes, rather than dragging these issues out in
endless litigation.

The Committee is represented by Kyung S. Lee, Esq., and Maxim B.
Litvak, Esq., at Verner, Liipfert, Bernhard, McPherson & Hand,
Chartered.


M-CARE INC: S&P Lowers Financial Strength Rating to Bpi
-------------------------------------------------------
Standard & Poor's has lowered its financial strength rating on M-
Care Inc. to single-'Bpi' from double-'Bpi'.

This rating action reflects the HMO's weak risk-based
capitalization and weak earnings profile, offset by good
liquidity. The rating is also based on implicit support from its
parent, University of Michigan.

This not-for-profit HMO, headquartered in Ann Arbor, Mich., and
licensed and operating in Michigan, runs on an individual practice
association model and does business mostly in the commercial group
market.

Major Rating Factors:

   -- Risk-based capitalization is weak, as indicated by a
      Standard & Poor's capital adequacy ratio of 18.8% at year-
      end 1999. Total statutory capital includes a surplus note of
      $4.3 million from University of Michigan, which was issued
      in 1989.

   -- Operating performance has been weak, with underwriting
      losses of $5.3 million in 1999 and $19.2 million in 1998.

   -- Liquidity is good, with a Standard & Poor's liquidity ratio
      of 112.9%.


METAL MANAGEMENT: Reaches Accord with Banks and Bondholders
-----------------------------------------------------------
Metal Management, Inc. (NASDAQ Smallcap: MTLM) announced that it
reached an agreement in principle with an informal committee
representing the holders of in excess of a majority in aggregate
principal amount of its 10% Senior Subordinated Notes due 2008 and
in excess of 90% of the holders of its 12-3/4% Senior Secured
Notes due 2004, as well as 100% of the lenders under its senior
secured credit facility, on a comprehensive restructuring of the
Company's balance sheet. The agreement contemplates that the
Company's scrap suppliers who continue to support the Company will
continue to be paid in the ordinary course of business throughout
the restructuring process.

The agreement in principle provides that the current holders of
the Company's 10% Senior Subordinated Notes due 2008 will exchange
their Notes for 99% of the restructured company's common stock,
and that its 12-3/4% Senior Secured Notes due 2004 would remain
outstanding on their current terms. The Company's existing common
and preferred stockholders would own the remaining 1% of the
common stock of the restructured company together with new
warrants to purchase an additional 7.5% of the outstanding common
stock. As contemplated by the agreement in principle, the Company
did not make the $9.0 million November 15 interest payment due on
its 10% Senior Subordinated Notes. The Company expects the
agreement to be implemented through a pre-arranged plan of
reorganization under Chapter 11 of the Bankruptcy Code. In
furtherance of this financial restructuring, the Company's senior
bank lenders have agreed to provide the Company initially with $20
million of additional borrowing capacity.

Albert A. Cozzi, Chairman and Chief Executive Officer of Metal
Management, said, "The strong support of our banks and bondholders
for our restructuring demonstrates their confidence in Metal
Management's operations. We also appreciate the confidence that
our customers have shown while we have negotiated this agreement.
The fact that our banks and bondholders have agreed to allow the
Company to continue to pay our scrap suppliers in the ordinary
course of business demonstrates that they share our belief that
the people we do business with every day are the lifeblood of our
company. I am excited about the future of our company and look
forward to operating this business with a balance sheet that has
been dramatically strengthened by the conversion of $180 million
of debt into new equity of the Company."

Metal Management is one of the largest full service metals
recyclers in the United States, with approximately 50 recycling
facilities in 14 states and estimated annualized revenues of
nearly $1 billion.


OWENS CORNING: Makes Pitch to Acquire Foundry And Steel, Inc.
-------------------------------------------------------------
Owens Corning seeks bankruptcy court authority to spend
approximately $15,000,000 over five years to acquire one of its
key suppliers. The Debtors have used Foundry and Steel, Inc., for
over 50 years as their supplier of proprietary manufacturing
equipment, including precision winding and chopping assemblies
(used in the fabrication of glass fiber products) and related
parts and service. Last year, OWC bought $17.8 million of goods
from F&S, representing 80% of that company's total sales.

Owens Corning has 1,800-some glass fiber winders and 86 glass
filament choppers in current use around the world, producing a
half-million metric tons of wound product annually. These winding
systems and chopping assemblies, the Debtors note, are uniquely
designed for Owens Corning and are not otherwise commercially
available.

The Debtors propose to make a $50,000 up-front cash payment and
enter into leases (requiring payments totaling $13.2 million over
the next 5 years) and non-competition agreements under which the
Debtors will pay $800,000 to F&S' three principal shareholders
(Ray Hopkins, Mike Connor and Keith Connor) over the next three-
year period. The balance of the purchase price is attributable to
inventory purchases at cost.

The importance of F&S' products and expertise is critical to Owens
Corning, David S. Kurtz, Esq., of Skadden, Arps, Slate, Meagher &
Flom explains to Judge Walrath. And, Mr. Kurtz cautions, if OWC
doesn't complete this acquisition, the Debtors are certain that a
competitor will pursue an acquisition of this important supplier.
The proposed acquisition, the Debtors argue, will redound to the
Company's benefit in several material ways:

   (A) by gaining the means to produce winders and chopping
       assemblies within the Debtors' enterprise, the Debtors will
       immediately eliminate the margin associated with acquiring
       those products from a third party;

   (B) the Debtors themselves will bring considerable
       manufacturing and engineering expertise to F&S' operations,
       thereby eliminating redundancies and streamlining
       operations; and

   (C) the Debtors have performed extensive due diligence and
       already have identified specific inefficiencies that may be
       eliminated in F&S' processes, further creating cost savings
       for the Debtors.

Accordingly, the Debtors ask Judge Walrath for permission to
consummate this acquisition transaction without further delay.
(Owens-Corning Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


PRANDIUM, INC.: Sells El Torito Division for $129.5 Million
-----------------------------------------------------------
Prandium Inc. was incorporated in Delaware in 1986. The company is
primarily engaged in the operation of restaurants in the full-
service and fast-casual segments, through its subsidiaries. At
September 24, 2000, the company operated 206 restaurants in 22
states, approximately 62% of which are located in California,
Ohio, Pennsylvania, Indiana and Michigan, and franchised and
licensed 13 restaurants outside the United States.

On June 28, 2000, the company completed the sale of substantially
all of the El Torito Division to Acapulco Acquisition Corp. in a
transaction with an adjusted enterprise value of approximately
$129.5 million. As a result of the El Torito Sale, the company
received, subject to a preliminary $0.7 million post-closing
adjustment based on a closing balance sheet, $128.8 million,
consisting of $114.0 million in cash, the assumption of $9.8
million of long-term debt, consisting primarily of capitalized
lease obligations, and $5.0 million deposited in escrow. The
company recorded a pretax gain of $61.0 million in the third
quarter of fiscal 2000 as a result of this transaction. A portion
of the net cash proceeds was used to pay indebtedness outstanding
under the Foothill Credit Facility of $25.9 million.

The 95 full-service El Torito Division restaurants that were sold
generated sales of $112,409,000 and $163,486,000 for the six
months and two days ended June 27, 2000 (through date of sale) and
the nine months ended September 26, 1999, respectively.

The company's total sales of $78,040,000 for the third quarter of
2000 decreased by $56,224,000 or 41.9% as compared to the same
period in 1999. For the first nine months of 2000, total company
sales of $349,009,000 decreased by $59,828,000 or 14.6% as
compared to the same period in 1999. These decreases were due to
(i) the loss of sales from the El Torito Division which was sold,
(ii) sales decreases in comparable restaurants and (iii) sales
decreases for restaurants sold or closed, partially offset by
sales from new restaurants.

Net loss for the third quarter 2000 was $6,476 while the third
quarter of 1999 reflected a net loss of $1,183. In the nine months
ended September 24, 2000 the company's net loss was $2,639 whereas
Prandium had seen a net gain in the first nine months of 1999 of
$1,092.


PRIMARY HEALTH: Judge Walrath Rejects Bid to Convert Case
---------------------------------------------------------
Judge Mary Walrath denies converting the Chapter 11 case of
Primary Health Systems to Chapter 7 liquidation, according to a
report appearing in Crain's Cleveland Business.  Judge Walrath
made her decision on Oct. 24 when Interactive Health Computing
Inc. of Prussia, Pa., an unsecured creditor of PHS, requested to
convert the case to Chapter 7. The Bankruptcy Code states that
under Chapter 11, the property and future income of a company are
under the Bankruptcy Court's protection and there is a stay
against litigation, liquidation and collection. Fearing that the
action might increase administrative costs, other unsecured
creditors had opposite views and opposed the request.

Primary Health, which owned and operated four Greater Cleveland
hospitals, including the former Mt. Sinai Medical Center, filed
for bankruptcy protection under Chapter 11 in March 1999.


SELECTCARE HMO: S&P Lowers Financial Strength Rating to Bpi
-----------------------------------------------------------
Standard & Poor's has lowered its financial strength rating on
SelectCare HMO Inc. to single-'Bpi' from double-'Bpi'.

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

This for-profit HMO, headquartered in Troy, Mich., and licensed
and operating in Michigan, is a wholly owned subsidiary of
SelectCare Inc., a holding company formed to manage and develop
health care delivery systems and related services.

Major Rating Factors:

   -- Risk-based capitalization is considered weak, as indicated
      by a Standard & Poor's capital adequacy ratio of 40.8% at
      year-end 1999.

   -- Earnings are considered good, as measured by a Standard &
      Poor's earnings adequacy ratio of 143%.

   -- Liquidity is strong, with a Standard & Poor's liquidity
      ratio of 150.7%.


SERVICE MERCHANDISE: Outlines New Strategy to Aid Emergence
-----------------------------------------------------------
Service Merchandise (OTC Bulletin Board: SVCDQ) is launching a new
format in its 220 stores across the country. In addition,
approximately 70 of these stores have been completely remodeled
with wider aisles, brighter lighting and a more pleasant shopping
experience for the customer.

In April 2000, the Company announced the refocusing of its
merchandise mix eliminating electronics, toys, and sporting goods.
With the focus on jewelry and home products (small appliances,
pantry ware, tabletop, cookware, etc.), less square footage was
necessary for both the warehouse space and the selling space in
their stores.

For customers who remember days of "order-takers" and conveyor
belts, the new configuration of Service Merchandise is exciting.
Merchandise is readily accessible decreasing the need for vast
warehouse space. "We have changed the look of the stores to create
an open and inviting shopping atmosphere, with an emphasis on ease
of shopping," says Charles Septer, President and COO of Service
Merchandise Co., Inc.

This reconfiguration provides Service Merchandise with additional
opportunities. As the renovations of their stores are complete,
approximately half of the previous space is made available.
Maximizing their real estate potential, the Company leases the
remainder of the space to other retailers. Current partners in
this process include T.J.X. Company (the parent company of TJ Maxx
and Marshalls), Bed Bath and Beyond, A.C. Moore, and Office Depot.

A focus on jewelry also allows an expansion in the higher-end
product category. In 33 selected stores in strong jewelry markets,
The Gallery, a store within a store concept, will be used. Higher-
end, designer jewelry with price points between $500 to $20,000
offer items such as whimsical diamond pins or three-carat total
weight bridal sets in platinum.

As a brick-and-mortar retailer, Service Merchandise also continues
to gain recognition for its Internet presence. The Company proved
its order fulfillment capacity as a catalog showroom. Today, they
are leveraging that capability through the Internet. The on-line
shopping experience offers easy navigation and advanced search
functions. In addition, the "store, web, phone" shopping
experience is interchangeable; returns, if necessary, can be made
directly to the most convenient store.

Internet kiosks can also be found conveniently within each store.
Customers will find exclusive and expanded lines currently
available in the store. Not only are the kiosks a source of
additional product information, Septer says, but they also augment
the selection. "If, for example, a customer wants a certain
dishware item we don't carry, she can order it online immediately,
and we'll give her the option of having it shipped to the store or
to her home."

The transformation of Service Merchandise Co., Inc. from a catalog
showroom to a multi-channel specialty retailer is the business
strategy expected to help the company emerge from Chapter 11
Bankruptcy protection the first half of the year. Visit a local
store or the web site at http://www.servicemerchandise.comto  
experience the difference.


SIENA HOLDINGS: Shareholders to Convene on Dec. 15 in Wilmington
----------------------------------------------------------------
The annual meeting of stockholders of Siena Holdings, Inc. will be
held on December 15, 2000 at 10 o'clock EST, at The Hotel DuPont,
Wilmington, Delaware, for the following purposes:

   1. To elect five directors to serve until the next annual
      meeting and until their successors are elected and
      qualified;

   2. To approve and authorize the Board to effect, in its
      discretion, a reverse stock split followed by a forward
      stock split of the company's common stock.

   3. To ratify the appointment of KPMG LLP as independent public
      accountants for the company for the fiscal year ending June
      30, 2001; and

   4. To transact such other business that may properly arise.

Only holders of record of common stock at the close of business on
November 1, 2000 are entitled to receive notice of and vote at the
meeting.


STELLEX TECH: Veritas Acquires Assets for $107 Million
------------------------------------------------------
The Veritas Capital Fund, L. P. announced that it had agreed to
acquire Stellex Electronics.  Stellex, headquartered in San Jose,
California, is a manufacturer of components and subsystems for the
defense and telecommunications industries, with manufacturing
facilities in San Jose, California and Telford, Pennsylvania.
Stellex Electronics had sales of $107 million and 611 employees.

Stellex and its parent company, Stellex Technologies, Inc., filed
for Chapter 11 Bankruptcy Protection on September 12, 2000 in
Bankruptcy Court in Delaware. The closing of any sale of the
assets of Stellex Electronics will be subject to a public auction
supervised by the Bankruptcy Court and to the final approval by
the Bankruptcy Court. The auction is expected to occur in January
2001, and the transaction, which is expected to close on or before
January 31, 2001, is subject to certain other regulatory
approvals.

The Veritas Capital Fund is a private equity firm based in New
York City that has been an active investor in defense and
telecommunications. Most recently, Veritas completed the $182
million acquisition of NYSE listed Tech-Sym Corporation, a leading
manufacturer of electronic systems for the defense industry and
subsystems for the telecommunications industry, whose primary
operations include Metric Systems, Enterprise Electronics, and
Trak Communications.

It is Veritas' intention to retain all of the Stellex employees
and management. In addition to the Tech-Sym acquisition, Veritas
portfolio companies include Integrated Defense Technologies Inc.,
Trak Communications, Worthington Precision Metals, Inc., Baltimore
Marine Industries, and Republic Technologies International Inc.

Robert B. McKeon of Veritas said, "We are pleased to be associated
with Stellex Electronics and its outstanding technology team.
Through our other investments, we have developed a great
appreciation of Stellex and its capabilities. It is our goal to
work with the management and other members of the Stellex team to
assist them in increasing the company's growth in sales and
profits over the coming years."

Christopher Bernhardt, Chairman and Chief Executive Officer
stated, "All of us at Stellex are excited about the prospect of a
partnership with Veritas and its portfolio companies. Veritas has
developed an outstanding reputation with its defense and
commercial customers of providing quality products on time and
on budget. Our employees will benefit from the stability Veritas
will provide them and the new opportunities for professional
growth and development."


SUNBEAM CORP: Says Negotiations With Lenders Continue
-----------------------------------------------------
Sunbeam Corp., the Boca Raton, Fl. maker of small consumer
appliances, said that it will delay filing its quarterly report
with the Securities and Exchange Commission as it continues
negotiating financial arrangements with its lenders. Sunbeam is
working on a deal to gain additional liquidity and to have certain
of its covenants waived through the end of this year. In fact,
Sunbeam's problems are serious enough that two of its lending
banks, Bank of America Corp. and First Union Corp., in separate
filings with the SEC complained that their $1.7 billion loan to
Sunbeam had become nonperforming. Separately, Sunbeam reported a
third quarter loss of $84.1 million, significantly higher than had
been expected. Its sales for the period dropped 22%--to $466
million. (New Generation Research, Inc., 17-Nov-00)


TELEQUEST: Bombay-based Essar Group Acquires Assets
---------------------------------------------------
Essar Group announced that a newly-formed company, e-TeleQuest
Incorporated, has acquired substantially all of the assets of
Telequestion, Inc. Telequestion, Inc., which had been operating
under Chapter 11 since June, is a national provider of inbound,
outbound and e-commerce customer contact services.

Commenting on the transaction, Madhu S. Vuppuluri, Executive
Director of Essar Group, stated, "We are very pleased to enter the
teleservices industry with the acquisition of a business that has
a long history of providing superior contact services to
nationally recognized clients. We feel confident that the
integration of e-TeleQuest into the Essar fold will strengthen the
existing business and provide an opportunity to expand its reach
globally." Tim Kreatschman, e-TeleQuest's Chief Financial Officer
and acting Chief Executive Officer remarked, "Essar Group's
acquisition adds a service capability to our existing business
which was heretofore unattainable. We are pleased to join the
Essar group of companies and look forward to increasing our level
of service to existing clients and expanding our scope of services
beyond the United States' borders."

TeleQuest recently emerged to national prominence through its role
in this year's presidential election. The company routinely
provides contact services on a bi-partisan basis to various
political campaigns on both a local and national level. This
year's campaign was unique in the sense that it received a last
minute project to contact selected voters in the Palm Beach,
Florida area. Clayton Reeves, the company's Chief Operations
Officer stated, "We were really surprised to learn that one of the
many political programs we completed for our clients this year has
had such a major impact on the election. Our company is bi-
partisan with respect to the clients it serves, and we were
pleased to have had the opportunity to serve both the Democratic
and Republican parties this election year."

Essar Group is a multinational diversified holding company based
out of Bombay, India with over $4 billion in assets deployed in
the oil & gas refining, power generation, shipping, steel and
telecommunications industries. The Telequestion acquisition
represents Essar's first investment in the U.S. market.


TITAN MOTORCYCLE: Celeste Trust Reports 9.9% Equity Stake
---------------------------------------------------------
Celeste Trust Reg. of Balzers, Liechtenstein, beneficially owns
9.9% of the common stock of Titan Motorcycle Company of America
Inc. The percentage held is represented by 2,713,687 shares of
common stock, over which Celeste Trust holds sole voting and
dispositive powers.


VENCOR, INC: Stipulates to Relief from Stay for Insured Claim
-------------------------------------------------------------
The Debtors consent to and have obtained Judge Walrath's stamp of
approval of an agreement and stipulation with Anna M. Hoffman to
permit her to prosecute her pre-petition claim against Vencor,
Inc. over alleged negligence.

The Debtors have determined that there is an insurance policy
issued in favor of Vencor defendant. The Debtors agree to a
modification of the automatic stay solely to the extent necessary
to permit the Plaintiff to collect any judgment in respect of any
recovery of damages in the underlying action from any available
insurance proceeds, and to continue to assert an unsecured
prepetition claim in these bankruptcy proceedings, solely for the
portion of such judgment that cannot be satisfied by available
insurance proceeds, to the extent that Plaintiff has previously
asserted such a claim in a timely and properly filed proof of
claim.

The parties also agree to mutual general release of claims over
the matter.(Vencor Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


VISTA EYECARE: Asks for Exclusivity Extension through Apr. 16
-------------------------------------------------------------
Vista Eyecare, Inc., f/k/a National Vision Associates, Ltd., et
al. seek an extension of the exclusive period within which the
debtors can file a Chapter 11 plan, through and including February
15, 2001 and an extension of the exclusive period within which the
debtors can solicit and obtain acceptances of any such plan
through and including April 16, 2001.

During the course of these "large and complex Chapter 11 cases,"
the debtors have concentrated on managing their business in the
Chapter 11 environment. The debtors have focused on business and
operational issues, including evaluation of individual store
locations, which has thus far resulted in the rejection of
approximately 90 non-residential real property leases, the
termination of more than 100 leases primarily at Sam's Club
locations; and the assumption and assignment of seven leases and
the sale of property at the store locations to certain parties.

The debtors retained McDonald Investments, Inc. as their
investment banker, and the debtors have been working with McDonald
to explore options for reorganization. The debtors' discussions
with various potential purchasers are ongoing. The ultimate
outcome of these discussions will guide the debtors in developing
the framework for a plan of reorganization. The debtors are
diligently exploring various options for reorganization; and
failure to extend the exclusive periods at this juncture would
undermine the debtors' ability to reorganize and reach a
consensual resolution of the cases. Counsel for the debtors is the
law firm Kilpatrick Stockton LLP.


VYTRA HEALTH: S&P Assigns HMO CCCpi Financial Strength Rating
-------------------------------------------------------------
Standard & Poor's has assigned its triple-'Cpi' financial strength
rating to Vytra Health Plans, Long Island.

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

Vytra, headquartered in Melville, NY, is a not-for-profit HMO that
is licensed in and operates within New York. Vytra began serving
Long Island as ChoiceCare Long Island in January 1986. It services
the counties of Nassau, Suffolk, and Queens. The company is
controlled by Winthrop-University Hospital of Mineola, NY, and the
HealthCare Plan of Buffalo.

Major Rating Factors:

   -- Vytra's risk-based capitalization is very weak, as reflected
       by a Standard & Poor's capital adequacy ratio of 16.2% at
       year-end 1999.

   -- Operating performance was weak, with a net loss of $16.4
       million in 1998. However, earnings rebounded to positive
       levels in 1999.

   -- Liquidity is good, with a Standard & Poor's liquidity ratio
       of 114.8% based on Vytra's year-end 1999 statutory
       financial statement. Enrollment growth is good, based on an
       average enrollment growth of 6% over the past three years.
       However, enrollment declined in 1999 by 24%.


WHEELING-PITTSBURGH: Judge Bodoh Approves First Day Motions
-----------------------------------------------------------
Federal Bankruptcy Court Judge William T. Bodoh approved first day
motions presented by Wheeling-Pittsburgh Steel Corporation,
including interim approval of the company's $290 million debtor-
in-possession credit facility.  An in-depth review of the roll-up
style $290,000,000 DIP Financing Facility extended by Citibank,
N.A., Citicorp U.S.A., Inc., The CIT Group/Business Credit,
National City Commercial Finance, Foothill Capital Corporation,
and Heller Business Credit and guaranteed in part by WPC's non-
debtor parent company, WHX Corporation (NYSE:WHX) is included in
the first edition of WHEELING-PITTSBURGH BANKRUPTCY NEWS.  A free
copy of that newsletter is posted at:

          http://www.bankrupt.com/wheeling.txt

The bankruptcy court in Youngstown also approved orders allowing
the company to continue to pay salaries, wages, pensions and other
benefits to its employees and to honor pre-petition obligations to
its customers.

                           *********

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, and Grace Samson, Editors.

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

This material is copyrighted and any commercial use, resale or
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