TCR_Public/001122.MBX         T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, November 22, 2000, Vol. 4, No. 229

                           Headlines

ACCESSAIR: Airline Takes Flight With Low Introductory Fares
AFA PRODUCTS: Involuntary Case Summary
AMF BOWLING: SEC Issues Subpoena Inquiring on Financial Earnings
COMMERCIAL METALS: Fitch Affirms BBB+ Senior Debt Rating
CONTINENTAL SPRAYERS: Involuntary Case Summary

CROWN VANTAGE: Auction Process in Place to Test KPS' $35MM Bid
DRKOOP.COM: Says Cash Burn Rate Has Decreased Significantly
DYNEX CAPITAL: Pays Down Bank Facility by $89MM in 3rd Quarter
EASTERN PULP: Subsidiary Shuts Down Machine, Sends Home 41 Workers
ELDER-BEERMAN: Reports Mixed Third Quarter Results

ELDER-BEERMAN: Announces Grand Opening of Jasper, Indiana Store
INDESCO INTERNATIONAL: Involuntary Case Summary
INTERNOS CORP: Online Provider Files Chapter 11 in Alexandria
KAISER GROUP: Subsidiary Completes Sr. Sub. Note Exchange Offer
KASPER ASL: Chase Manhattan Grants Covenant Waiver

MARKEL INTERNATIONAL: A.M. Best Puts Senior Debt Ratings at bbb
METAL MANAGEMENT: Metal Recycler Files for Chapter 11 in Delaware
METAL MANAGEMENT: Case Summary and 37 Largest Unsecured Creditors
METAL MANAGEMENT: Recycling Firm Halt Status Modified By Nasdaq
OWENS CORNING: Wants to Reimburse 401(k) Plan Stock Losses

PACIFICARE HEALTH: S&P Gives Senior Debt a BB- Rating
PILLOWTEX: U.S. Trustee To Convene Organizational Meeting
PORT BARRE: Textile Plant Closes & Considers Bankruptcy
SPINTEK GAMING: Gaming Firm Files Chapter 7 Petition in Nevada
SUN HEALTHCARE: Shareholder Urges Appointment of an Examiner

THERMATRIX INC: Reports Positive EBIT in Third Quarter
TWINLAB CORP: Weak 3Q Sales Prompts Moody's to Lower Ratings
VACATION VILLAGE: Case Summary and 20 Largest Unsecured Creditors
VENCOR, INC: Stipulates to Relief from Stay for Negligence Claim

* Meetings, Conferences and Seminars

                           *********

ACCESSAIR: Airline Takes Flight With Low Introductory Fares
-----------------------------------------------------------
After almost a year of being suspended, AccessAir is flying again
and enticing passengers of its low fares, The Associated Press
reports.  The airline's new chairman, John Ruan III, says that
AccessAir intends to build a reputation for dependability.  
AccessAir's first flight from Des Moines airport left on the dot
last week, carrying 50 people on its Boeing 737 jet.  Ruan sees
that AccessAir's market presence will lower central Iowa's air
fares.  Competitors, Ruan predicts, will begin to match some of
AccessAir's low fares.

AccessAir filed for bankruptcy protection under Chapter 11 last
November.  With 400 employees, the airline ran daily flights from
Des Moines to New York; Colorado Springs, Colo.; Moline, Ill.; and
Los Angeles.


AFA PRODUCTS: Involuntary Case Summary
--------------------------------------
Alleged Debtor: AFA Products, Inc.
                950 Third Avenue, New York
                New York 10022

Involuntary Petition Date: November 17, 2000

Case Number: 00-15451        Chapter 11

Court: Southern District of New York

Petitioner's Counsel: David M. Friedman, Esq.
                      Kasowitz, Benson, Torres & Friedman, LLP
                      1633 Broadway
                      New York, New York 10019
                      (212) 506-1700

Petitioners:

Oaktree OCM                   Unpaid interest
Opportunities Fund, L.P.       (plus default interest
                               and premium, if any)     $1,102,968

U.S. Bancorp Libra,           Unpaid interest
a Division of U.S.            (plus default interest
Bancorp Investments, Inc.     and premium, if any)      $ 663,000

Salomon Brothers Asset        Unpaid interest
Management                    (plus default interest
                               and premium, if any)      $ 639,843

Pacholder High Yigh           Unpaid interest             $ 85,312
Yield Fund, Inc.              (plus default interest       
                               and premium, if any)  


AMF BOWLING: SEC Issues Subpoena Inquiring on Financial Earnings
----------------------------------------------------------------
The Securities and Exchange Commission is investigating AMF
Bowling, The New York Times reports.  The SEC issued a subpoena
"seeking documents concerning the company's financial statements
and accounting practices and policies."  The company's latest
quarterly report states that the company is "in the process of
producing" the necessary documents the SEC requires.  AMF CFO
Stephen E. Hare declined to comment when approached.  Optimistic,
however, AMF indicates that it does not believe "that this inquiry
by the SEC will have a material adverse effect on the company or
its financial statements."


COMMERCIAL METALS: Fitch Affirms BBB+ Senior Debt Rating
--------------------------------------------------------
Fitch affirms the 'BBB+' rating on Commercial Metals Co.'s (CMC)
senior unsecured debt and the 'F2' rating on its 3(a)3 $200
million commercial paper program. The Rating Outlook is Negative.

The ratings are supported by CMC's strong fundamental business
position in steel, metals and related materials, which has
provided revenue and EBITDA growth over the last five years.
Despite global oversupply conditions in steel and nonferrous
metals, the company has maintained solid earnings and a sound
financial profile. Credit concerns on the operating side are based
on the cyclical and highly competitive business conditions that
CMC faces in its steel manufacturing and fabricating operations,
which contribute about 74% of operating profits. Continued low-
priced steel imports into CMC's core U.S. market in addition to
aggressive pricing tactics from competitors have put pricing
pressure on domestic steel producers. Should there be a favorable
resolution of rebar anti-dumping lawsuits filed by some steel
producers, the pricing situation would likely improve.

The negative outlook reflects worse-than-expected credit
protection measures resulting from debt-financed share repurchases
in the most recent fiscal year and the possibility that those
measures may not materially improve in the next year or two. In
fiscal 2000, debt increased $73 million as the company spent $42
million to repurchase shares. EBITDA covered interest incurred 6.1
times (x) and leverage, as measured by total debt to EBITDA, was
2.2x, both weaker than the levels anticipated in the rating. While
CMC has not committed itself to significant share repurchase
activity, conditions could arise that would result in such
activity. CMC may be a participant in steel industry consolidation
as well.

Aside from market factors over which the company has no control,
Fitch expects operating performance to remain solid, if not
improve, in the coming year. Steel production in fiscal 2001
should significantly improve at the South Carolina rolling mill
reflecting near completion of its ramp up. In addition, losses on
the large structural fabrication projects should diminish due to
management improvements.

Commercial Metals Company, headquartered in Dallas, manufactures,
recycles and markets steel and metal products and related
materials. CMC is a vertically integrated minimill company that
operates through its network of more than 115 locations worldwide.
In total, more than 75% of the company's business is steel
related, although the other businesses contribute meaningfully to
overall returns.


CONTINENTAL SPRAYERS: Involuntary Case Summary
----------------------------------------------
Alleged Debtor: Continental Sprayers International, Inc.
                950 Third Avenue, New York
                New York 10022

Involuntary Petition Date: November 17, 2000

Case Number: 00-15453        Chapter 11

Court: Southern District of New York

Petitioner's Counsel: David M. Friedman, Esq.
                      Kasowitz, Benson, Torres & Friedman, LLP
                      1633 Broadway
                      New York, New York 10019
                      (212) 506-1700

Petitioners:

Oaktree OCM                   Unpaid interest
Opportunities Fund, L.P.       (plus default interest
                               and premium, if any)     $1,102,968

U.S. Bancorp Libra,           Unpaid interest
a Division of U.S.            (plus default interest
Bancorp Investments, Inc.     and premium, if any)      $ 663,000

Salomon Brothers Asset        Unpaid interest
Management                    (plus default interest
                               and premium, if any)      $ 639,843

Pacholder High Yigh           Unpaid interest             $ 85,312
Yield Fund, Inc.              (plus default interest       
                               and premium, if any)  


CROWN VANTAGE: Auction Process in Place to Test KPS' $35MM Bid
--------------------------------------------------------------
A bankruptcy court authorized Crown Vantage Inc. and its wholly-
owned subsidiary, Crown Paper Co., to move forward in the sale of
its assets to KPS Special Situations Fund LP, Dow Jones reports.
Company counsel Douglas P. Bartner, Esq., of Shearman & Sterling
added that the Bankruptcy Court in Oakland, Calif., approved
proposed auction procedures without modification.  The official
committee of unsecured creditors and the Company's secured lenders
lend their support to the auction process and KPS' purchase.  

The auction procedures call for other interested parties to submit
their bids before Jan. 3.  If a qualified bid exceeds KPS' bid by
$1.25 million, then an auction will then be held on Jan. 9 at the
San Francisco offices of Shearman & Sterling.  As previously
reported in the Troubled Company Reporter, KPS signed a letter of
intent to purchase Crown Paper's assets for $17.5 million in cash
and a $17.5 million note payable in seven years.

Crown Vantage and Crown Paper filed for bankruptcy protection
under Chapter 11 in March 15 in the U.S. Bankruptcy Court in
Oakland. The filings exclude Crown Vantage's U.K. operations.
The companies maintain the exclusive right to file a Chapter 11
plan in their cases through Dec. 25.


DRKOOP.COM: Says Cash Burn Rate Has Decreased Significantly
-----------------------------------------------------------
Drkoop.com, Inc. (Nasdaq: KOOP), a leading Internet Health Network
with more than two million registered users, announced operating
and financial results for the third quarter ended September 30,
2000.

Total revenue for the third quarter was $2.0 million, compared
with $2.9 million for the same period of 1999. Net loss
attributable to common stockholders for the third quarter was
$57.9 million, or $1.60 per share, compared to $20.6 million, or
$.0.68 per share, for the third quarter of 1999. The third quarter
loss reflected $48.0 million of non-cash expenses from stock based
charges primarily associated with transactions entered into in
connection with the company's private placement of preferred stock
and warrants in August 2000 versus $1.6 million in the third
quarter of 1999. The net cash used in operating activities
decreased from $31.0 million in the third quarter of 1999 to $8.5
million in the 2000 period as a result of the company's cost
reduction efforts.

"We are happy to put this transitional quarter behind us," said
Richard Rosenblatt, CEO of drkoop.com. "We are very pleased with
our progress thus far, having assumed management less than 40 days
before the end of the quarter. Our team has implemented a very
methodical approach to the turn-around and has redefined the
direction and positioning of the company. We created a culture of
financial discipline, greatly expanded the company's focus on
business-to-business revenues, and solidified our partnership with
Siemens/SMS and our many hospital partners. The cash burn rate has
been significantly reduced and we anticipate it will continue to
decline. Our next step is to continue winning customers,
positioning the company for revenue growth and profitability."

Recent positive changes in drkoop.com include:

   -  Completed a $27.5 million cash investment in August 2000
   -  Significantly reduced the cash burn rate
   -  Reduced workforce by more than 30%
   -  Strengthened existing partnership with Siemens/Shared
      Medical Systems (SMS)
   -  Grown the business-to-business side of revenues
   -  Acquired drDrew.com, increasing registered members to more
      than two million
   -  Building skilled, qualified senior management team

"We are confident drkoop.com is back on track and will remain a
leader in e-health. With much of the clean-up behind us, we can
now focus on execution," added Ed Cespedes, drkoop.com President.

drkoop.com is a leading Internet Health Network providing
measurable value to individuals worldwide. Its mission is to
empower consumers with the information and resources they need to
become active participants in the management of their own health.
The drkoop.com Network is built from relationships with other Web
sites, healthcare portals and traditional media outlets, and
integrates dynamic, medically reviewed content, interactive
communities and consumer-focused tools into a complete source of
trusted healthcare information. Its strategic alliance with Shared
Medical Systems (SMS) makes drkoop.com a leader in promoting
secure online interaction between patients, their physicians and
local healthcare organizations. With more than two million
registered users worldwide, drkoop.com has strategic relationships
with numerous online organizations. The company's content is also
featured on web sites representing more than 420 healthcare
facilities nationwide.


DYNEX CAPITAL: Pays Down Bank Facility by $89MM in 3rd Quarter
--------------------------------------------------------------
Dynex Capital, Inc. (NYSE: DX) reported a net loss of $836,000 or
$0.35 per common share for the third quarter of 2000, versus net
income of $320,000, or a net loss of $0.25 per common share for
the third quarter of 1999, and a net loss of $68.7 million or
$6.28 per common share for the second quarter 2000.

For the third quarter, the Company reported net interest margin on
its investment portfolio of $1.3 million, compared to $1.9 million
during the second quarter 2000 and $12.3 million during the third
quarter of 1999. The decrease in net interest margin for the third
quarter 2000 was primarily due to the decrease in the Company's
interest earning assets, coupled with an increase in the Company's
average cost of funds. The Company's average interest earning
assets for the third quarter 2000 were $3.5 billion, compared to
$4.6 billion for the third quarter 1999, and $3.9 billion for the
second quarter 2000. The decrease in average assets resulted
primarily from the impact of sales of loans and securities in the
second quarter, and to a lesser extent from prepayments.

In addition, the Company's average cost of funds increased to
7.65% in the third quarter 2000, versus 7.35% in the second
quarter 2000 and 6.28% for the third quarter 1999. The increase in
the cost of funds had the effect of reducing the Company's
interest spread on its assets, which decreased to 0.40% for the
quarter compared to 1.32% for the third quarter 1999, and 0.46%
for the second quarter 2000. The increase in the Company's cost of
funds was partially offset by resets on certain of the Company's
underlying ARM assets, which had a weighted average yield of 8.05%
in the third quarter versus 7.81% in the second quarter.

At September 30, 2000, the Company had recourse borrowings of $143
million, comprised primarily of $97 million related to the
Company's senior unsecured notes due July 2002 and $40 million
borrowed under short-term repurchase agreements. Additionally, as
of September 30, 2000, the Company had short-term credit
obligations of $76 million related to letters of credit on
multifamily tax-exempt bonds. The bank credit facility relating to
these letters of credit expired as of the end of October. The
Company is currently negotiating a ninety-day extension on the
bank credit facility and believes it will come to a satisfactory
resolution with the lender group on such extension.

The Company reported that general and administrative expenses for
the third quarter, including general and administrative expenses
of the Company's unconsolidated affiliates, decreased to $1.6
million versus $2.3 million for the second quarter 2000, and $2.7
million for the first quarter of 2000.

Regarding the results for the third quarter, Thomas H. Potts,
President of the Company, stated, "We continue to make progress on
our primary focus, which is to payoff the remaining bank credit
facility. During the third quarter, we repaid $89 million of
borrowings under such facility through the sale of various
multifamily loans. The bank credit facility still supports our
obligations on a pool of tax-exempt bonds relating to ten
multifamily properties. We expect construction to be complete on
all these properties this quarter, removing one of the major
impediments to the sale or securitization of this pool. We are
hopeful that we will be able to pay off the bank credit facility
within the requested ninety day extension time-period."

"The loss for the third quarter primarily reflects the $746,000
loss we incurred as a result of the sale of the funding notes and
the related auto loans that were acquired from AutoBond Acceptance
Corporation. Additionally, the net interest margin on our
investment portfolio declined $0.6 million quarter-to- quarter. As
our interest earning assets continue to decline, we would expect
further erosion of our net interest margin. However, we should
also see further declines in our general and administrative
expenses."

Mr. Potts commented further, "We feel the recently announced
merger with California Investment Fund, LLC is in the best
interests of the Company. We will also be focusing our efforts on
facilitating and ensuring a successful completion of the impending
merger."

Dynex Capital, Inc. is a financial services company that elects to
be treated as a real estate investment trust (REIT) for federal
income tax purposes.


EASTERN PULP: Subsidiary Shuts Down Machine, Sends Home 41 Workers
------------------------------------------------------------------
Brewer, Maine-based Eastern Fine Paper Inc., The Associated Press
reports, plans to shut down its paper machine and send 41
employees home.  "This was a very difficult decision for us,"
Joseph H. Torras Jr. told the AP.  Mr. Torras, president and chief
operating officer of the mill, explains that operations need to be
streamlined and the mill's efficiency needs to increase in order
to secure the future of the mill's 400 other employees.

The paper mill's parent company, Eastern Pulp & Paper Corp., filed
for bankruptcy protection under Chapter 11 in Maine in September.
The company listed assets of $187.8 million and debts of $181.3
million in its bankruptcy petition.  


ELDER-BEERMAN: Reports Mixed Third Quarter Results
--------------------------------------------------
The Elder-Beerman Stores Corp. (Nasdaq:EBSC) incurred a net loss
of $1.4 million for the 13 weeks ended October 28, 2000, excluding
$10.7 million in pre-tax charges relating to the company's new
strategic plan announced on August 11, 2000 and the closing of one
store. Normalized basic and diluted earnings per share equaled a
loss of $0.10, compared to income from continuing operations of
$0.05 in the third quarter of 1999. Including the charges relating
to the strategic plan and store closing, Elder-Beerman incurred a
net loss of $8.2 million or $.58 per basic and diluted share for
the third quarter.

Total revenues for the quarter rose 3.9 percent over last year to
$161.9 million. Total sales for the quarter increased 3.7 percent
over last year to $154.6 million, and comparable sales for the
quarter increased 0.7 percent. Third quarter comparable sales
reflect sales for stores open more than 13 months.

Elder-Beerman incurred a net loss of $4.1 million for the 39 weeks
ended October 28, 2000, excluding $17.4 million in pre-tax charges
for development and implementation of the company's new strategic
plan and the closing of three stores. Normalized basic and diluted
earnings per share equaled a loss of $0.28 compared to a loss from
continuing operations of $0.02 for the same period of 1999.
Including the charges related to the strategic plan and store
closings, Elder-Beerman incurred a net loss of $15.2 million or
$1.05 per basic and diluted share.

Total revenues year-to-date rose 2.4 percent over last year to
$449.5 million. Total sales year-to-date increased 2.3 percent
over last year to $427.6 million, and comparable sales year-to-
date decreased 0.9 percent.

Frederick J. Mershad, chairman and chief executive officer,
stated, "The retail landscape is changing and Elder-Beerman is
evolving through its three-part strategic plan to meet our
customers' needs. Since the announcement of the plan in August, we
have been working hard on its implementation. We believe that our
strategic plan provides the best opportunity to compete for
customers' business and grow in today's retail environment."
The company's new strategic plan calls for:

   - A shift in the company's merchandising strategy to provide a
     better value proposition to customers. The company will
     intensely focus on five businesses -- ladies' and men's
     moderate sportswear, denim, textiles and shoes -- and plans
     to emphasize its strong cosmetics business as a
     differentiator from discounters and other moderate department
     stores. The company's goal is to offer customers a
     competitive combination of price and selection of merchandise
     in these categories. The customers will see the full effect
     of this strategy beginning in Spring 2001.

   - Growth of new concept stores. The company had two successful
     new concept store openings in October 2000 in Howell,
     Michigan and West Bend, Wisconsin, and will grand open its
     third new concept store this year on November 17 in Jasper,
     Indiana. This gives the company five new concept stores, with
     plans to accelerate new concept store growth in 2001. The
     company has already announced one new store for Spring 2001
     in Stevens Point, Wisconsin. The company believes that these
     new stores, with their smaller (55,000 square feet)
     footprint, more convenient layout and other features,
     represent the future for new store growth at Elder-Beerman.
     Located in smaller, underserved markets, the concept stores
     emphasize convenience and service, with unique features such
     as centralized customer service centers that are always
     staffed, self select formats in cosmetics and shoes, and The
     Zone, a combined juniors and young men's shop that creates an
     exciting specialty store within a store. The company is also
     incorporating some of the most successful operational
     elements of the concept stores into existing company stores
     over the next year. About one-half of the stores have now
     been modified, with the balance to be converted following the
     Christmas 2000 shopping season.

   - A more efficient organization. The company expects to achieve
     expense reductions of $10 to $12 million pretax in fiscal
     2001 and an additional $5-$7 million pretax in fiscal 2002.
     These savings will be achieved by tailoring the Elder-Beerman
     organization to provide only those functions essential to
     support the strategic plan, and by reengineering many
     functions in the company to make them more efficient.

In commenting on the strategic plan, Mershad noted, "Our ultimate
goal is to bring value to our shareholders. We feel that the best
way to achieve that goal is by offering a better value proposition
to our customer -- a competitive combination of price and
selection in our merchandise and convenience and service in our
stores. Our strategic plan is focused on achieving these goals."
Regarding the third quarter, Mershad added, "Due to slower sales
than planned in the third quarter, we increased our markdown rate
to clear slow moving merchandise. Because of this disciplined
approach, our inventory levels are on plan as we approach the
Christmas shopping season in the fourth quarter."

The nation's ninth largest independent department store chain, The
Elder-Beerman Stores Corp. is headquartered in Dayton, Ohio and
operates 63 stores in Ohio, West Virginia, Indiana, Michigan,
Illinois, Kentucky, Wisconsin and Pennsylvania. Elder-Beerman also
operates two furniture superstores.


ELDER-BEERMAN: Announces Grand Opening of Jasper, Indiana Store
---------------------------------------------------------------
The Elder-Beerman Stores Corp. (Nasdaq:EBSC) announces the Grand
Opening for its newest department store in Jasper, Indiana located
in the Germantown Shopping Center on US Highway 231 on the north
side of Jasper. There will be a ribbon cutting ceremony at 8:00
a.m.

The 55,000 square-foot store is the third new concept store Elder-
Beerman has opened this fall and the fifth total. The company has
announced that its sixth concept store in Stevens Point, Wisconsin
will open in the spring of 2001. Growth of the concept store
format in smaller markets is a key element of the company's three-
part strategic plan announced in August of this year.

"Retail is entering a new phase," stated Frederick J, Mershad,
Elder-Beerman's chairman and chief executive officer. "And we
believe our three-part strategic plan is allowing us to evolve
from a traditional department store to a new kind of store. Our
goal is to keep the best traits of a fashion department store and
offer a competitive balance of price, selection, convenience and
service - in short, to offer the best value we can to our
customers."

"The growth of our concept stores is very important to our three-
part strategic plan," Mershad continued. "Concept store growth,
along with our emphasis on value in our merchandising strategy and
the increased efficiencies of our organizational structure, allows
us to develop our own niche in a crowded retail landscape. Jasper
fits perfectly into our new store strategy in terms of location
and demographics. We look forward to serving new customers in that
community."

Like the other concept stores the Jasper store will carry a mix of
brand name fashion merchandise for men, women, juniors, young men
and children; a full assortment of home furnishings; and cosmetics
and fragrances, including Estee Lauder, Clinique, Lancome and
Elizabeth Arden. Elder-Beerman has designed its concept stores to
enhance the customer shopping experience through a more convenient
store layout and high-capacity fixturing that will attractively
display more merchandise in less space.

The Jasper store incorporates Elder-Beerman's concept store
innovations, including:

   - Centralized customer service centers - Strategically located
     centers throughout the store will be staffed during all store
     hours to facilitate fast and easy purchases for the customer
     with Elder-Beerman's new proprietary point of sale system.
     These service centers and the new point of sale system help
     Elder-Beerman to provide the fast and efficient service that
     today's customer needs.

   - Self-select cosmetics - All of the fragrances and about 50
     percent of the treatment products will be available on open
     shelves for shopping convenience.

   - The Zone - A combined juniors' and young men's shop creates
     an exciting specialty store within a store for the next
     generation of Elder-Beerman customers.

   - Bridal registry kiosk - Using a touch-screen activated
     computer customers gain immediate access to a couple's
     registry wish list. Elder-Beerman offers free, personal
     bridal registry consultation by appointment.

The nation's ninth largest independent department store chain, The
Elder-Beerman Stores Corp. is headquartered in Dayton, Ohio and
now operates 63 department stores in Ohio, West Virginia, Indiana,
Michigan, Illinois, Kentucky, Wisconsin and Pennsylvania. Elder-
Beerman also operates two furniture superstores.


INDESCO INTERNATIONAL: Involuntary Case Summary
-----------------------------------------------
Alleged Debtor: Indesco International, Inc.
                950 Third Avenue, New York
                New York 10022

Involuntary Petition Date: November 17, 2000

Case Number: 00-15452        Chapter 11

Court: Southern District of New York

Petitioner's Counsel: David M. Friedman, Esq.
                      Kasowitz, Benson, Torres & Friedman, LLP
                      1633 Broadway
                      New York, New York 10019
                      (212) 506-1700

Petitioners:

Oaktree OCM                   Unpaid interest
Opportunities Fund, L.P.       (plus default interest
                               and premium, if any)     $1,102,968

U.S. Bancorp Libra,           Unpaid interest
a Division of U.S.            (plus default interest
Bancorp Investments, Inc.     and premium, if any)      $ 663,000

Salomon Brothers Asset        Unpaid interest
Management                    (plus default interest
                               and premium, if any)      $ 639,843

Pacholder High Yigh           Unpaid interest             $ 85,312
Yield Fund, Inc.              (plus default interest       
                               and premium, if any)  


INTERNOS CORP: Online Provider Files Chapter 11 in Alexandria
-------------------------------------------------------------
The Washington Post reports that Internos Corp.'s plan to go
public has been halted after the online provider filed for
bankruptcy protection under Chapter 11.  Internos filed a chapter
11 petition on Nov. 9 in the U.S. Bankruptcy court in Alexandria,
listing assets and debts of $1 million to $10 million each.
Founded in 1996 by Donald Hyde, Internos provides business
solutions for the commercial and residential construction,
railroad and toy industries.


KAISER GROUP: Subsidiary Completes Sr. Sub. Note Exchange Offer
---------------------------------------------------------------
Kaiser Group International, Inc. (OTC Bulletin Board: KSRG)
announced that its subsidiary, Kaiser Government Programs, Inc.
(KGP), has completed an exchange offer to recordholders, as of
August 14, 2000, of Kaiser Group International, Inc.'s senior
subordinated notes due 2003. Such holders were offered an
opportunity to surrender their rights under a guarantee of their
notes previously issued by KGP in exchange for the right to cause
KGP to repurchase shares of preferred stock that will be issued to
them pursuant to the Plan of Reorganization of Kaiser Group
International, Inc. if KGP receives certain proceeds from Kaiser-
Hill Company, LLC (KGP put rights). The holders of approximately
99.4% of the principal amount of the notes accepted the exchange
offer. Certificates representing the KGP put rights will be
distributed in connection with the initial distribution made by
Kaiser Group International, Inc. under its Plan of Reorganization.

Until certificates representing the KGP put rights are
distributed, the KGP put rights will trade together with the notes
as a single unit. Accordingly, if a noteholder who participated in
the exchange offer elects to trade its notes, the noteholder's
right to receive the Put Right Certificate will transfer together
with the sold notes. However, after certificates for the KGP put
rights have been distributed, the KGP put rights will trade as a
security separate from the notes and under their own CUSIP number.


KASPER ASL: Chase Manhattan Grants Covenant Waiver
--------------------------------------------------
Kasper A.S.L., Ltd. (Nasdaq: KASP) announced that it has entered
into an amended agreement with the lenders of the company's
Revolving Credit Facility, led by The Chase Manhattan Bank, that
will enhance the company's liquidity and financial flexibility and
waive compliance with certain financial covenants and all existing
defaults. As previously announced, the Company did not make its
September 30, 2000 semi-annual interest payment of approximately
$7.2 million to holders of its 13% Senior Notes.

Kasper is currently engaged in discussions with an ad hoc
committee of its noteholders for the purpose of reaching a
restructuring that will allow the company to meet its obligations
and enhance its short- and long-term ability to pursue its
strategic plans.

Kasper A.S.L., Ltd. is a leading marketer and manufacturer of
women's suits and sportswear, as well as career dresses. The
Company's product lines are sold in over 2,000 retail locations
throughout the United States, Europe, the Middle East, Southeast
Asia and Canada, and the Company's retail outlet stores. The
Company currently distributes its products under the KASPER
A.S.L.(R), ANNE KLEIN(R), ANNE KLEIN2(TM), A LINE ANNE KLEIN(TM),
LeSUIT(R), and ALBERT NIPON(R) labels. The Company also licenses
its ANNE KLEIN(R), ANNE KLEIN2(TM), KASPER(R) and ALBERT NIPON(R)
labels for various men's and women's products


MARKEL INTERNATIONAL: A.M. Best Puts Senior Debt Ratings at bbb
---------------------------------------------------------------
A.M. Best Co. has lowered the financial strength ratings of Markel
International--formerly known as Terra Nova Insurance (UK)
Holdings plc.--to A- (Excellent) from A (Excellent), the senior
debt ratings of Markel Corp. to bbb from bbb+ and its preferred
stock rating to bb+ from bbb. A.M. Best has affirmed the financial
strength ratings of Markel's North American operations.

The rating actions reflect the adverse loss reserve development
and erosion of profitability at Markel International, management's
aggressive acquisition appetite that has allowed financial
leverage at Markel Corp. to increase to 51%--debt plus preferred
stock/ total capital--and the decline in available cash flow
coverage of fixed holding company obligations. A majority of
Markel's debt obligations, including a sizable bank facility,
mature in 2003. The acquisition of Terra Nova has introduced more
volatility with respect to loss reserve levels and earnings. These
actions take into account the increased dependence upon Markel's
North American operations to service the debt obligations of the
holding company over the near-term. In addition, the significant
increase in goodwill has compromised the quality of capital
partially offset by the unrealized economic value embedded within
the company's loss reserves.

Over the past twelve months, the surplus of Markel International
has declined by nearly 50% due to reserve strengthening, severe
weather related losses and charges associated with discontinued
operations including certain Lloyds syndicates. A.M. Best expects
Markel International will continue to be challenged over the near-
term by the inadequate pricing and weak underwriting controls that
existed prior to its acquisition and led to the reserve
deficiencies. The corrective actions implemented by Markel Corp.
are expected to bring Markel International's balance sheet
strength and operating performance more in-line with that of its
core operations over the longer-term. These actions include re-
underwriting the continuing programs, eliminating programs that
are unable to generate adequate margins and implementing strong
underwriting controls and standards.

Despite the rating actions relating to Markel International and
the senior debt and preferred stock ratings of Markel Corporation,
the North American operation's ratings were affirmed reflecting
management's commitment and A.M. Best's expectation that financial
leverage will be reduced significantly over the near-term,
favorably impacting interest coverage and reducing burden on the
North American operations to service its holding company
obligations. The rating affirmation is also supported by the North
American operation's strong level of capitalization, solid
position within the specialty lines market and consistently strong
operating results. The strong capital position of these operations
is enhanced by significant economic value embedded within its loss
reserves, which has been amassed through consistently conservative
reserving practices. Operating results have further benefited from
management's conservative underwriting and reserving philosophy
coupled with their proven underwriting expertise.

Markel Corp., based in Glen Allen, Va., markets and underwrites
specialty insurance products and programs to a variety of niche
markets on both an admitted and excess & surplus lines basis.
These products and programs are marketed through affiliated as
well as unaffiliated agents and brokers. Markel Corporation ranks
among the 75 largest publicly traded property/casualty writers in
the United States. As of September 31, 2000, Markel Corp. reported
total assets of $5.3 billion and equity of $690.8 million.

The following existing debt ratings were lowered:

   -- Markel Corporation --senior debt rating lowered to "bbb"
       from "bbb+".

   -- Markel International plc (formerly Terra Nova Insurance (UK)
       Holdings plc) --senior debt ratings lowered to "bbb" from
       "bbb+".

   -- Markel Capital Trust I --preferred stock rating downgraded
       to "bb+" from "bbb".

The financial strength ratings of the following members of Markel
were lowered to A- (Excellent) from A (Excellent):

   -- Terra Nova (Bermuda) Holdings Ltd.

   -- Terra Nova Insurance Co. Ltd.

   -- Terra Nova Insurance Co. Ltd.

The financial strength rating of the following member of Markel
was lowered to A- (Excellent) from A (Excellent) and placed under
review with developing implications pending its sale:

   -- Corifrance

The financial strength rating of the following member of Markel,
which has been placed into runoff, was downgraded to B+ (Very
Good) from A (Excellent):

   -- Terra Nova (Bermuda) Insurance Co. Ltd.

The financial strength ratings of the following members of Markel
were affirmed at A (Excellent):

   -- Markel North America Insurance Group

   -- Essex Insurance Co.

   -- Evanston Insurance Co.

   -- Markel Insurance Co.

   -- Markel American Insurance Co.

The A- (Excellent) financial strength ratings of the following
members of Markel were affirmed:

   -- Associated International Insurance Co.

   -- Deerfield Insurance Co.


METAL MANAGEMENT: Metal Recycler Files for Chapter 11 in Delaware
-----------------------------------------------------------------
A Chicago-based metal recycling company, Metal Management Inc.
filed for Chapter 11 protection together with 28 affiliates in the
U.S. Bankruptcy Court in Wilmington, Delaware, Dow Jones reports.  

Metal Management previously announced that they have reached an
agreement with an informal committee representing bondholders and
lenders under its senior secured credit facility on a complete
balance sheet, with new equity converted from $180 million debt.
According to Dow Jones, company holders deals with 10% senior
subordinated notes due 2008 to 99% company's common stock
replacement to their notes. And on company's current terms, the
12.75% senior secured notes due 2004 remains outstanding.

In court papers, according to Reuters, the company listed $698.4
million in assets and $484.4 million in total debts as of June 30.
Out of the 20 largest unsecured creditors, most are bondholders
with claims ranges from $1 million to $29 million.


METAL MANAGEMENT: Case Summary and 37 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Metal Management, Inc.
        500 North Dearborn Street
        Suite 405
        Chicago, Illinois 60610

Affiliates: California Metals Recycling, Inc.
             CIM Trucking, Inc.
             Firma, Inc.
             Firma Plastic Co., Inc.
             MacLeod Metals Co.
             Metal Management Aerospace, Inc.
             Metal Management Alabama, Inc.
             Metal Management Arizona, L.L.C.
             Metal Management Connecticut, Inc.
             Metal Management Gulf Coast, Inc.
             Metal Management Indiana, Inc.
             Metal Management Memphis, L.L.C.
             Metal Management Midwest, Inc.
             Metal Management Mississippi, L.L.C.
             Metal Management Northeast, Inc.
             Metal Management Ohio, Inc.
             Metal Management Pittsburgh, Inc.
             Metal Management Realty, Inc.
             Metal Management S & A Holdings, Inc.
             Metal Management Services, Inc.
             Metal Management Stainless & Alloy, Inc.
             Metal Management West Coast Holdings, Inc.
             Metal Management West, Inc.
             metals.com, inc.
             MTLM Arizona, Inc.
             Proler Southwest Inc.
             Reserve Iron & Metal Limited Partnership
             Trojan Trading Co.

Type of Business: Metal Management, Inc. and its affiliates are
                   the largest full-service metals recycler in the
                   United States, with approximately 50 recycling
                   facilities in 14 states.  Their operations
                   consist primarily of collecting and processing
                   ferrous and non-ferrous metals for resale to
                   metals brokers, steel producers and producers
                   and processors of other metals.

Chapter 11 Petition Date: November 20, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-04303

Debtor's Counsel: Joel A. Waite, Esq.
                  Young Conaway Stargatt & Taylor, LLP
                  1100 North Market Street
                  Wilmington, Delaware 19899
                  (302) 571-6600

Total Assets: $ 698,381,000
Total Debts : $ 484,443,000

37 Largest Unsecured Creditors:

Goldman Sachs & Co.
Tony Davis
85 Broad St., 29th Fl
New York, NY 1004
(212) 902-0412                   Bond
Fax:(212) 346-2708                Indebtedness        $ 29,335,000

MFS Investment Management
Bob Howard
500 Boylston Street, 23rd Fl
Boston, MA 02116
(617) 954-5973                   Bond
Fax:(617) 954-6604                Indebtedness        $ 27,240,000

Kemper High Yield Fund
Bob Horton
222 South Riverside Plaza
Chicago, IL 60606
(312) 537-8841                   Bond
Fax:(312) 537-8589                Indebtedness        $ 21,680,000

Grandview Capital Mgmt, LLC
820 Manhattan Avenue, Ste 200
Manhattan Beach, CA 90266
(310) 376-5274                   Bond
Fax:(310) 376-1274                Indebtedness        $ 16,545,000

Alliance Capital Management
Kate Kutasi
1345 Ave. of the Americas
38th Floor
New York, NY 10105
(212) 969-7590                   Bond
Fax:(212) 969-5820                Indebtedness        $ 13,950,000

Sun America Asset Management
Paul Kunz
733 3rd Avenue
New York, NY 10017
(212) 551-5935                   Bond
Fax:(212) 551-5935                Indebtedness         $ 7,000,000

TCW Leveraged Income Trust
Robert Sosa
1100 Santa Monica
Boulevard, Suite 2000
(310) 235-5951                   Bond
Fax:(310) 235-5965                Indebtedness         $ 4,450,000

TCW Leveraged Income Trust
Robert Sosa
1100 Santa Monica
Boulevard, Suite 2000
(310) 235-5951                   Bond
Fax:(310) 235-5965                Indebtedness         $ 2,500,000

Lazarov Brothers, Inc.    
David Lazarov
8637 Sandy Hill Cove West
Cardova, TN 38018
(901) 309-2438                   
Fax:(901) 309-2438               Note Payable          $ 2,111,111

Kemper Strategic Income Fund
Bob Horton
222 South Riverside Plaza
Chicago, IL 60606
(312) 537-8841                   Bond
Fax:(312) 537-8589                Indebtedness         $ 1,830,000

Kemper High Yield Portfolio
Bob Horton
222 South Riverside Plaza
Chicago, IL 60606
(312) 537-8841                   Bond
Fax:(312) 537-8589                Indebtedness         $ 1,820,000

Kemper High Yield Fund II
Bob Horton
222 South Riverside Plaza
Chicago, IL 60606
(312) 537-8841                   Bond
Fax:(312) 537-8589                Indebtedness         $ 1,750,000

CSX Transportaion
Diane Slaughter
6735 South Point Drive
South Bldg J675
Jacksonville, FL 32216-6177
(904) 279-6332
Fax:(904) 279-6330                Trade                $ 1,159,630

Kemper High Income Trust
Bob Horton
222 South Riverside Plaza
Chicago, IL 60606
(312) 537-8841                   Bond
Fax:(312) 537-8589                Indebtedness           $ 960,000

Kemper High Yield Opportunity Fund
Bob Horton
222 South Riverside Plaza
Chicago, IL 60606
(312) 537-8841                   Bond
Fax:(312) 537-8589                Indebtedness           $ 870,000

Southwire Co.
Jan McCain
One Southwire Drive
Carrollton, GA 30119
(770) 832-4530
Fax:(770) 832-4482               Trade                   $ 863,752

National Metals Co.
B.J. Shapiro
4401 62nd Street
Scottsdale, AZ 85251
(602) 920-9122
Fax:(480) 994-1736               Note Payable            $ 786,967

Norfolk Southern
John Brown
125 Spring Street
Atlanta, GA 30303
(404) 527-3360
Fax:(404) 527-2966               Trade                   $ 524,063

Pratt & Whitney
Jeff Bridge
P.O. Box 13466
Newark, NJ 07188-0466
(860) 565-0357
Fax:(860) 565-5941               Trade                   $ 466,059

Kemper Multi-Market Income
Trust
Bob Horton
222 South Riverside Plaza
Chicago, IL 60606
(312) 537-8841                   Bond
Fax:(312) 537-8589                Indebtedness           $ 460,000

Ferrous Processing & Trading
James Probst
M&M Construction
9100 John Kronk
Detroit, MI 48210-0166
(313) 582-2910
Fax:(313) 582-8817               Trade                   $ 442,831

Caterpillar
Paula Spitz
P.O. Box 348
Aurora, IL 60507
(630) 895-5047
Fax:(630) 859-6058               Trade                   $ 391,368

Republic Technologies
John George
3770 Embassy Parkway
Akron, OH 4433-8367
(330) 670-3114
Fax:(330) 670-3026               Trade                   $ 371,339

Allied Tube & Conduit
Phil Baumister
Dept. CH 10415
Palatine, IL 60055-0415          Trade                   $ 344,313

Alflex Corp.
Denise Hall
2630 El Presidro St.
Long Beach, CA 90810
(310) 886-8300
Fax:(310) 631-3602               Trade                   $ 295,754

Port Authority of New Jersey
and New York
Donna Koerner
260 Kellogg Street
Port Newark, NJ 07114
(973) 690-3486
Fax:(973) 690-3494               Trade                   $ 264,591

Tube City
Tom Lippert
P.O. Box 2000
Glassport, PA
(412) 678-6141
Fax:(412) 675-8295               Trade                   $ 258,126

Welded Tube Co. of America       Trade                   $ 242,911

Davis, Graham & Stubbs LLP       Trade                   $ 188,720

Champion Labs                    Trade                   $ 184,283

Zorko Alternator Service         Trade                   $ 177,517

AK Steel                         Trade                   $ 139,411

Rose Metal Recycling             Trade                   $ 132,507

Intermatic-Spring Grove          Trade                   $ 132,338

AM Castle                        Trade                   $ 123,900

LA Scrap Iron and Metal          Trade                   $ 120,893

Texas Tube Co.                   Trade                   $ 119,907


METAL MANAGEMENT: Recycling Firm Halt Status Modified By Nasdaq
---------------------------------------------------------------
The Nasdaq Stock Market has placed the shares of Metal Management
Inc. to "news pending" from "additional information requested, Dow
Jones reports. The shares will remain halted unless the company
pleases Nasdaq's request. The shares were halted last week with
its price at 16 cents.

Metal Management has agreed with its bondholders to restructure
its balance sheet thru Chapter 11 bankruptcy reorganization.


OWENS CORNING: Wants to Reimburse 401(k) Plan Stock Losses
----------------------------------------------------------
Owens Corning asks Judge Walrath for permission to contribute
$2,200,000 in cash to the Owens Corning Stock Fund, one of the
401(k) plans offered by the Debtors to their employees. The
Debtors explain that from September 29, 2000, through October 4,
2000, many of the Plan's participants elected to liquidate all of
their Owens Corning Stock Fund investments and transfer the
proceeds from those stock sales into other 401(k) Plans. During
this four-day period, David S. Kurtz, Esq., of Skadden, Arps,
Shate, Meagher & Flom, relates, Plan Participants redeemed
2,102,383 shares of Owens Corning stock.

The 401(k) Plan is set-up so that Plan Participants receive cash
for their shares in an amount equal to the closing price on the
day of the sale. Accordingly, based on the terms of the Plan, Plan
Participants were guaranteed to receive $5,135,192 for the shares
they sold. To cover the $2.2 million shortfall, and following
customary practice, the Plan Trustee sold an additional 1,872,794
shares held in the Plan.

The Plan Participants who did not elect to sell their shares now
cry foul. "[T]he loss," Mr. Kurtz says, "has provoked an outcry
from many rank-and-file employees. [Some 11,000] employees who
lost [value] feel that they were harmed on account of their
loyalty to the Debtors in refraining from liquidating their Owens
Corning Stock Fund accounts. Unfortunately, these events have
significantly impacted employee morale at this critical early
stage of these reorganization cases."

Accordingly, the Debtors ask for permission to replenish their
employees' 401(k) Plan account balances to account for the
unintended effect triggered by the confluence of unusually large
redemptions and the declining price of Owens Corning stock. The
$2.2 million reimbursement, the Debtors asset, is soundly
reasonable, will reinvigorate the workforce and will demonstrate
the Debtors' solid commitment to their employees at a time when
such action will be most appreciated. (Owens-Corning Bankruptcy
News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


PACIFICARE HEALTH: S&P Gives Senior Debt a BB- Rating
-----------------------------------------------------
Standard & Poor's removed from CreditWatch its ratings on
PacifiCare Health Systems Inc.  These ratings had been placed on
CreditWatch on Oct. 11, 2000, with negative implications.
Subsequently, Standard & Poor's lowered its counterparty credit
and senior debt ratings on PacifiCare to double-'B'-minus from
double-'B'-plus. The outlook is stable.

These rating actions are based on numerous uncertainties in the
wake of PacifiCare's announcement of lower earnings, which include
the company's ability to adapt to the increasing number of shared-
risk contracts with providers and the reduced flexibility of its
operating companies to produce cash for the consolidated
organization. These fundamental changes in operations could
ultimately affect PacifiCare's current competitive advantages. In
addition, new management, particularly an as-yet-unnamed chief
financial officer, will need to demonstrate its approach to
adverse business conditions.

Major Rating Factors:

   --PacifiCare's earnings profile is a primary concern because it
      had been a key ratings strength. Operating EBITDA for the
      first nine months of 2000 was $423 million. With full-year
      2000 earnings now projected at $480 million, earnings will
      fall below the $650 million-$700 million expected. Results
      in 2001 will be affected more dramatically, with EBITDA
      estimated by Standard & Poor's to be in the $250 million-
      $300 million range. Interest coverage, which Standard &
      Poor's analyzes on a pretax earnings basis, would be 1.5
      times (x) to 2x interest. However, the variation in 2001
      earnings could be significantly greater.

   --Liquidity remains at a good level as of Sept. 30, 2000, but
      is expected to be challenged in 2001 as medical claim trends
      continue to exceed premium yields projected by the company.
      
   --Standard & Poor's considers PacifiCare's risk-based capital
      position to be marginal, with a capital adequacy ratio of
      about 82% for year-end 1999 based on Standard & Poor's
      proprietary financial model. Required statutory capital
      exceeded the amount required by all states within which
      PacifiCare does business. Standard & Poor's expects
      PacifiCare's capital position to remain marginal through
      2001 or until the health subsidiaries' earnings have been
      stabilized.

   --PacifiCare's debt-to-total-capital ratio as of Sept. 30,
      2000, was 30%, which Standard & Poor's considers acceptable
      for the rating category. Debt leverage and debt service are
      expected to remain at this level in the near term. Standard
      & Poor's also notes that as of Sept 30, 2000, PacifiCare's
      level of goodwill is an aggressive 114% of equity, up from
      year-end 1999 levels because of its share-repurchase    
      program. The goodwill is being amortized over periods
      ranging from three to 40 years and primarily reflects the
      strong operations in the Western region, including
      California. About half of this goodwill, held at regulated
      entities, is generally not recognized as an asset under
      statutory accounting principals. Any future goodwill
      writedowns related to unprofitable markets could affect the
      company's current level of debt leverage.

   --PacifiCare holds a strong business position as a regional
      managed care organization. With more than 4 million members,
      PacifiCare operates HMOs in nine states, with key market
      shares in California, Colorado, Oklahoma, Arizona, and
      Texas. Its Texas presence strengthened through the February
      2000 acquisition of the Harris Methodist Texas Health Plan
      Inc.'s 250,000 members. PacifiCare covers more than 1
      million members in its Medicare+Choice programs. Specialty
      products offered by the company include dental, vision,
      life, behavioral health, and pharmacy management.


PILLOWTEX: U.S. Trustee To Convene Organizational Meeting
---------------------------------------------------------
This week, the United States Trustee for Region III will schedule
an organizational meeting for the purpose of forming one or more
official committees of the Debtors' creditors. That meeting will
be held in Philadelphia or Wilmington. Each of the 50 largest
unsecured creditors will receive an invitation to that meeting
directly from the Office of the U.S. Trustee.

Ordinarily, the U.S. Trustee for Region III appoints one official
committee of unsecured creditors and appoints the 7 largest
debtholders willing to serve on that single committee.

Daniel K. Astin, Esq., is the attorney for the U.S. Trustee in
charge of Pillowtex's Chapter 11 cases. Contact the Office of the
U.S. Trustee at 215-597-4411 for additional details about the
time, date and place for the organizational meeting. (Pillowtex
Bankruptcy News, Issue No. 1; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


PORT BARRE: Textile Plant Closes & Considers Bankruptcy
-------------------------------------------------------
A former Fruit of the Loom textile plant, after almost a year of
independent operations has shut its doors and has no funds to pay
its employees, The Associated Press reports.  PBA President Kevin
Stevenson, who informed employees that he intends to sell his
house to cover their paychecks. PBA already has started the first
steps in filing for bankruptcy.  Stevenson assured the employees
that their paychecks will be the first ones dealt when the
bankruptcy proceedings commence.

The Port Barre, La.-based firm suffered after a major customer
failed to pay its bill, which the company had already ordered
large amounts of material for that account. Not just that, the
cloth that was delivered for another major account, was found
defective. "If you've got no raw materials, you've got no
business," Stevenson said. "It eats up all your cash. A large
corporation could have covered it, but we couldn't."


SPINTEK GAMING: Gaming Firm Files Chapter 7 Petition in Nevada
--------------------------------------------------------------
An SEC filing states that Spintek Gaming Technologies Inc. and two
affiliates filed for Chapter 7 liquidation in the U.S. Bankruptcy
Court of Nevada, Dow Jones reports.  The firm said on Oct. 16 that
it was financially drained and could not continue operations,
"beyond the next few days."  Spintek failed to raise adequate
financing to cover its variant dues including payroll, sales
expenses and marketing.

The Las Vegas-based firm's Chapter 7 filing was assigned case
number 00-18626.  Timothy S. Cory was appointed as trustee.
Spintek Gaming Technologies focuses on the developing, acquiring
and marketing diversified technology, including unique gaming
industry products.


SUN HEALTHCARE: Shareholder Urges Appointment of an Examiner
------------------------------------------------------------
Peter C. Kern asks the U.S. Bankruptcy Court in Wilmington to
appoint an examiner to, among other things, investigate and report
on Sun Healthcare's financial condition and operations.

Kern tells the Court that he is the owner of approximately 3.5
million shares of Sun's common stock, and as such, believes that
he is Sun's largest shareholder.

Kern recalls that, prior to the filing of the Debtors' bankruptcy
cases, Sun, Sun's senior secured lenders and representatives of
Sun's bondholders held negotiations concerning the terms of a plan
of reorganization. Agreement was reached on a plan (the Proposed
Plan) shortly after the bankruptcy filings and the terms are
contained in Sun's 8-K filing dated October 26, 1999.

Kern says that, upon information, he believes that negotiations
concerning the Proposed Plan are ongoing. Such Proposed Plan
eliminates Sun's existing common stockholders and certain layers
of subordinated debt, without consideration.

Kern points out to the Court that the Proposed Plan was negotiated
without input from any organized group of Sun's common
stockholders.

Kern previously requested that United States Trustee appoint an
official committee of equity holders but the United States Trustee
declined to do so. Kern then filed a motion seeking appointment of
an official committee of equity security holders. The Equity
Committee Motion was denied by the court.

By this motion, Kern asks Judge Walrath to appoint an Examiner in
the Debtors' cases.

Kern steers Judge Walrath's attention to Section 1104(c)(2) of the
Bankruptcy Code which provides that, upon the request of a party
of interest, and provided no trustee has been appointed, the court
shall order the appointment of an examiner if "the debtor's fixed,
liquidated, unsecured debts, other than debts for goods, services,
or taxes, or owing to an insider, exceeds $5,000,000." Sun's
fixed, liquidated, unsecured debt, other than debt for
goods, services, or taxes, or owing to an insider, Kern says, far
exceeds $5,000,000 and no trustee has been appointed in these
cases. Under the circumstances, Kern contends, appointment of an
examiner is required.

Kern asks that the Court order the appointment of an examiner and
direct the examiner to include in his or her report an analysis of
Sun's projections including the extent to which additional revenue
generation and/or cost reduction measures may be available to Sun
which would improve Sun's future financial performance.

Judge Walrath is scheduled to hear arguments on the Motion today,
Wednesday, November 22, 2000 at 9:30 a.m. (Sun Healthcare
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


THERMATRIX INC: Reports Positive EBIT in Third Quarter
------------------------------------------------------
Thermatrix Inc. (OTC: TMXIQ) announced results for the quarter
ended September 30, 2000.

The Company generated earnings, before reorganization items and
income taxes, of $81,000, a significant improvement over the prior
year period loss of $1.8 million. After $241,000 in Chapter 11
expenses and $120,000 for the accretion of preferred stock
dividend requirements, the Company recorded a net loss
attributable to common stock of $287,000 or $0.04 per share. This
compares favorably with the net loss of $1.2 million or $0.15 per
share recorded for the quarter ended September 30, 1999.

Revenues for the quarter ended September 30, 2000 were $7.5
million compared to $5.5 million recorded in the comparable
quarter of the prior year. The revenues for fiscal year 1999 have
been restated to account for discontinued operations as a result
of the appointment by Wexford Management LLC of an administrative
receiver in the United Kingdom for all of the assets of the
Company's U.K. subsidiaries.

For the nine months ended September 30, 2000, the Company
generated earnings, before reorganization items and income taxes,
of $684,000, a significant improvement over the prior year period
loss of $4.4 million. After $2.8 million in Chapter 11 expenses
and $360,000 for the accretion of preferred stock dividend
requirements, the Company recorded a net loss attributable to
common stock of $2.5 million or $0.32 per share. This compares
favorably with the net loss of $4.4 million or $0.57 per share
recorded for the nine months ended September 30, 1999.

Revenues for the nine months ended September 30, 2000 were $22.6
million compared to $15.5 million recorded in the comparable
period of the prior year which were also restated for the reason
mentioned above. "We are very pleased that our focus on bottom-
line results continues to show progress," said Daniel S. Tedone,
President and Chief Executive Officer.

"However, we must undergo more improvement in all areas of our
operations to ensure a healthy and stable commercial enterprise in
the longer term and we are making every effort to achieve such
betterment."

Thermatrix is an industrial company primarily serving the global
market of continuously operating facilities for a broad range of
industries that include refining, chemical, steel, pharmaceutical,
pulp and paper, electric utility, co-generation, and industrial
manufacturing.

Thermatrix provides a wide variety of air pollution control
solutions, including its unique flameless thermal oxidation
technology, as well as a wide range of engineered products and
services to meet the needs of its clients.


TWINLAB CORP: Weak 3Q Sales Prompts Moody's to Lower Ratings
------------------------------------------------------------
Moody's Investors Service Inc. downgraded the rating of Twin
Laboratories Inc., a subsidiary of Twinlab Corp., a maker and
marketer of vitamins and nutritional supplements. The move
followed Twinlab's announcement it was investigating $8 million in
missing inventory, would be discontinuing a product line and
reporting weak sales for the third quarter. Twin Laboratories' $40
million of senior subordinated notes, due 2006, were downgraded to
a Caa2, which means that bonds are in such poor standing that they
"may be in default or there may be present elements of danger with
respect to the principal or interest."

The notes had been rated B3, which is below investment grade and
indicates that there is little assurance that holders will receive
payments on the notes. Twinlab declined comment on the downgrade.
On Wednesday, Twinlab, Hauppauge, N.Y., which makes Nature's Herbs
herbal supplements, among other products, announced it was
delaying filing third- quarter earnings while it investigated
inventory missing from its Utah warehouse where it manufacturers
herbal products.

The company said it was uncertain how the missing inventory would
affect quarterly net income.


VACATION VILLAGE: Case Summary and 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Vacation Village, Inc.
        6711 Las Vegas Blvd. South
        Las Vegas, NV 89119

Type of Business: Hotel, Casino, Restaurants, Bars

Chapter 11 Petition Date: November 17, 2000

Court: District of Nevada

Bankruptcy Case No.: 00-18832

Judge: Robert C. Jones

Debtor's Counsel: William L. McGimsey, Esq.
                  601 E. Charleston Blvd.
                  Las Vegas, NV 89104
                  (702) 382-9948

Total Assets: $ 148,737,968
Total Debts : $  21,287,249

20 Largest Unsecured Creditors:

Gary & Jill Heers                                         $ 63,897

Cheryl & Henry Nolte                                      $ 50,000

Tim & Patti Heers                                         $ 45,000

Nevada Power Company                                      $ 43,732

Ron Heers                                                 $ 39,241

Cal East Foods Co.                                        $ 30,434

Anchor Games                                              $ 22,991

Southern Wine/Comstock                                    $ 22,258

Associated Pathologist Lab                                $ 16,084

Casino Data Systems, Inc.                                 $ 15,723

WMS Gaming, Inc.                                          $ 15,290

Western Money Systems                                     $ 14,706

Cheryl Nolte                                              $ 10,000

Employers Insurance Co. of Nevada                          $ 9,214

Computer Bus. Solutions, Inc.                              $ 7,824

Nevada Beverage Co.                                        $ 7,110

James K. Chin, Architect                                   $ 6,797

Philip Abramowitz, Esq.                                    $ 5,517

Bally Gaming, Inc.                                         $ 5,445

Nevada Bell                                                $ 5,309


VENCOR, INC: Stipulates to Relief from Stay for Negligence Claim
----------------------------------------------------------------
The Debtors consent to and have obtained Judge Walrath's stamp of
approval of an agreement and stipulation with Arnett Baker 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. 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)


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

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

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

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

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

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

March 8-9, 2001
       ALI-BABI
          Corporate Mergers and Acquisitions
             Renaissance Stanford Court, San Francisco, California
                Contact: 1-800-CLE-NEWS

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

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

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

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

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

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

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

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

                           *********

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

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

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

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


                           *********

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

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

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

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

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

                * * * End of Transmission * * *