TCR_Public/001127.MBX         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, November 27, 2000, Vol. 4, No. 231

                           Headlines

BIG V: Files for Chapter 11 in Delaware and Closes 7 Stores
BIG V HOLDING: Case Summary and 50 Largest Unsecured Creditors
BROADBAND INFRASTRUCTURE: Pursuing Plan to Maximize Asset Value
COLORADO CASINO: Colorado Court Confirms Plan of Reorganization
COVAD COMMUNICATIONS: Bondholders Sue over BlueStar Acquisition

CROWN CORK: Moody's Downgrades Senior Unsecured Rating to B2
EMPIRE OF CAROLINA: Chairman Resigns Following Chapter 11 Filing
EMPLOYEE SOLUTIONS: Bondholder Negotiations Near End
FEDERAL-MOGUL: Moody's Junks Subordinated Debt Ratings
FIRST ALLIANCE: Lawsuits Will be Centralized in Santa Ana

GENESIS/MULTICARE: Seeks Approval of Lease & Loan with ElderTrust
HARNISCHFEGER: Plan Administrator To Oversee Beloit's Liquidation
HAWKER PACIFIC: Nasdaq Considers Delisting Shares from Exchange
HEALTHCO INTERNATIONAL: Unsecureds Will See Meaningful Dividend
HIT OR MISS: Women's Retailer Files for Chapter 11 in New Jersey

IMMULOGIC: Shareholders See Another Liquidation Distribution
IMX PHARMACEUTICALS: Files for Chapter 11 Protection in Florida
LOEWEN GROUP: Toronto Stock Exchange Suspends Shares
LTV CORP: Moody's Downgrades Ratings Noting Weak Debt Protection
LTV CORP: Peter Kelly Steps Down as Chairman and CEO

MERRY-GO-ROUND: Trustee Very Close to Paying Chapter 11 Claims
MICROAGE, INC.: Moves to Sell Technology Assets by Auction
OPTIMUM CHOICE: S&P Lowers Financial Strength Rating to BBpi
OWENS CORNING: Employs Bingham Dana as International Co-Counsel
OWENS-ILLINOIS: Moody's Gives B1 Rating to Senior Unsecured Debt

PACIFICARE: Moody's Reviewing Ba3-Rated Senior Unsecured Debt
PETSMART, INC: Third Quarter Results Disappointing
PSINET, INC: Milberg Weiss Announces Class Action Lawsuit On Fraud
REGENT LAS VEGAS: Files for Chapter 11 Protection
RITE AID: Settles Securities Class Action Lawsuits

SERVICE CORP: Death Care Company Reports Improved 3Q Results
SEVEN SEAS: Oil/Gas Firm Reports 3Q Net Loss
SPRINT CORP: Moody's Holds Baa1 Rating But Says Outlook Negative
SUN HEALTHCARE: Stipulates to Lift Stay for Litigation Claim
UNIVERA HEALTHCARE: S&P Affirms Bpi Rating, Citing Weak Liquidity

UNIVERA HEALTHCARE: S&P Affirms CCCpi Financial Strength Rating
USURF AMERICA: Failure To Expand Services Pulls Down 3Q Results
WHX CORP: Announces $21.1 M Loss for Third Quarter Results
WICKES INC: Launches Tender Offer for 11-5/8% Notes Due 2003

* Bond pricing for the week of November 27, 2000

                           *********

BIG V: Files for Chapter 11 in Delaware and Closes 7 Stores
-----------------------------------------------------------
Big V Supermarkets, Inc. announced that in order to implement a
major financial and operational restructuring of its business, the
company has voluntarily filed for reorganization under Chapter 11
of the U.S. Bankruptcy Code.

The filing, made in Wilmington, Delaware, will enable Big V to
reduce costs significantly, enhance liquidity and provide a strong
foundation for future growth in the increasingly competitive
supermarket industry.

In conjunction with the restructuring, Big V also announced that
it will close seven stores and will depart from the Wakefern Food
Corporation, a cooperative that currently provides the company
with distribution, marketing and back office support.

Big V operates 39 supermarkets under the ShopRite name primarily
in the Hudson Valley of New York, New Jersey and Pennsylvania. All
of these stores are open and conducting normal business
operations. (A list of Big V stores, including those slated to
close, follows this press release.) All other ShopRite stores in
the Northeast are owned and operated by other members of the
Wakefern co-op and are not part of Big V's Chapter 11 filing.

In order to enhance its liquidity, Big V has obtained a $25
million interim debtor-in-possession financing commitment from CIT
Business Credit. Upon court approval, $12 million of these funds
will be available immediately to the company to help fulfill
obligations associated with operating its business, including
payment under normal terms to suppliers and vendors for all goods
and services that are provided after today's filing. Employees
will continue to be paid and their health benefits, as well as
those of retirees, will not be disrupted. Pension plans for Big V
retirees are maintained independently and protected by federal
law.

James Toopes, President and Chief Executive Officer of Big V,
said: "After careful analysis of our business operations, balance
sheet, cash flow and the outlook in our operating region, we have
concluded that a voluntary Chapter 11 filing is both prudent and
necessary. We intend to use this court-supervised process to
implement a major restructuring plan aimed at reducing our costs
significantly, enhancing our cash flow and otherwise strengthening
our business. We believe these actions are essential and
unavoidable at a time of fierce competition in our core markets."
"Even though increased competition and weakening economic
conditions have affected our cash flow, Big V continues to be a
profitable company and market share leader," Mr. Toopes said.
"This means that there is a solid foundation on which to build the
company."

                         Store Closings

The store closings are expected to occur over the next two to
three months. Big V management will make every effort to place as
many associates as possible from the closed stores in other
locations.

"While this was a difficult and painful decision to make, closing
these stores will result in significant cost savings, thereby
strengthening the company's overall financial performance, and
will allow us to focus our resources on the stores with the
greatest potential," Mr. Toopes said. "We intend to work closely
with government leaders, outplacement specialists and others to
try to minimize the economic and social impact of the store
closings on the affected associates and communities."

                       Wakefern Departure

Big V's departure from the Wakefern cooperative is expected to
result in substantial annual cost savings, while providing Big V
additional flexibility. Big V intends to work closely with
Wakefern to arrange an orderly and smooth transition of its
distribution, marketing and back office functions over the next
several months. To this end, Big V has made arrangements with
another major distributor, C&S Wholesale Grocers, and other
product and service providers to ensure that its stores continue
to be well stocked and its customers fully served.

"While our longstanding relationship with Wakefern has yielded
many benefits for both of our organizations, we have determined
that departing from the co-op is in Big V's best interest as we
plan for the future," Mr. Toopes said. "This action will result in
tens of millions of dollars of annual cost savings and provide Big
V the independence and flexibility we need to develop and
implement a long-term strategy to succeed in an extremely
competitive business environment."

In conjunction with the departure from Wakefern, Big V will rename
its stores (currently operating as "ShopRite") under the "Big V
Supermarkets" brand. The company has engaged advertising and
marketing specialists to assist in the re-branding process, which
will begin shortly.

"As we roll out our new name and house brands, we will emphasize
our continued commitment to being the price leader and a strong
service provider in our core markets," Mr. Toopes said. "We also
will highlight Big V's long history and deep roots in the
communities we serve. Big V's traditions of community involvement
and customer appreciation will serve as our guiding principles."

                        Big V Background

Based in Florida, N.Y., privately held Big V. Supermarkets, Inc.
owns and operates 39 supermarkets in New York, New Jersey and
Pennsylvania. Big V currently is the largest shareholder of the
Wakefern Food Corp., the largest retailer-owned cooperative in the
United States.

Big V is the market share leader in the Hudson Valley region of
New York. Following a recent acquisition, it also has a
significant market presence in the Trenton, New Jersey area. Big V
has expanded or remodeled nearly all of its existing stores over
the past five years.


BIG V HOLDING: Case Summary and 50 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Big V Holding Corp., a Delaware corporation
        176 North Main Street
        Florida, New York 10921

Affiliates: BV Holdings Corporation
            Big V Supermarkets, Inc.
            Big V Investment Corp.
            Dixx Mart, Inc.
            Somers Development Corp.
            BVNJ Partnership L.P.

Type of Business: Big V Holding Corp. is the parent of a regional
                   supermarket chain with 39 stores in New York,
                   New Jersey and Pennsylvania operated by its
                   indirect subsidiary Big V Supermarkets, Inc.
                   under the licensed trade names "ShopRite"(R)
                   and "CostRite"(R).

Chapter 11 Petition Date: November 22, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-04372

Debtor's Counsel: Gregg M. Galardi
                  Skadden, Arps, Slate, Meagher & Flom LLP
                  One Rodney Square, P.O. Box 636
                  Wilmington, Delaware 19899-0636
                  (302) 651-3000

Total Assets: $ 302 Million
Total Debts : $ 302 Million

50 Largest Unsecured Creditors

U.S. Trustee Company
Of New York
John Gailiano
114 West 47th Street
New York, NY 10036-1532
(212) 852-1613
Fax:(212) 852-1626               Bond Debt            $ 80,000,000

DLJ Securities Corporation
Dana Klein
277 Par Avenue
New York, NY 10172
(212) 892-7911
Fax:(212) 892-7542               Bank Debt            $ 55,625,000

DLJ Securities Corporation
Dana Klein
277 Par Avenue
New York, NY 10172
(212) 892-7911
Fax:(212) 892-7542               Bank Debt            $ 43,590,000

Wakefern Food Corporation
Dean Janeway
236 Raritan Center Pkwy
Edison, NJ 08818
(908) 527-3397
Fax:(908) 527-3333               Trade Debt           $ 22,186,591

DLJ Securities Corporation
Dana Klein
277 Park Avenue
New York, NY 10172
(212) 892-7911
Fax:(212) 892-7542               Bank Debt            $ 19,450,000

ML-Lee Acquisition Fund
C. Hunter Boll
c/o Thomas H. Lee Company
75 State Street
Boston, MA 02109
(617) 227-1050
Fax:(617) 227-7451               Note Debt            $ 16,000,000

Finova Capital Corporation
Anthony Holland
115 West Century Road
Paramus, NJ 07652
(201) 634-3472
Fax:(201) 634-3430               Equipment Debt        $ 2,750,091

JDA Software Group, Inc.
Greg Riggs
14400 North 87th Street
(480) 308-3000
Fax:(480) 308-3001               Trade Debt            $ 1,865,078

Laurence R. Laurenti, Jr.
6 Whitwood Drive
(609) 393-1484
Fax:(609) 695-7521               Trade Debt            $ 1,238,772

Finova Capital Corporation
Anthony Holland
115 West Century Road
Paramus, NJ 07652
(201) 634-3472
Fax:(201) 634-3430               Equipment Debt        $ 1,182,038

Finova Capital Corporation
Anthony Holland
115 West Century Road
Paramus, NJ 07652
(201) 634-3472
Fax:(201) 634-3430               Equipment Debt          $ 885,754

Hussman Corporation
2459 Collection Ctr Drive
Chicago, IL 60693
(856) 793-7000
Fax:(856) 793-7098               Trade Debt              $ 439,210

Midland Bank
Karen Geisz
One Marine Midland Center
Buffalo, NY 14203-2842
(716) 841-2779
Fax:(716) 841-4714               Equipment Debt          $ 415,867

Hudson Valley News
Ryan Water
P.O. Box 1236
Newburgh, NY 12550
(845) 562-3399
Fax:(845) 562-6010               Trade Debt              $ 388,409

Fierman Produce
Dominick Casta
247-252 NYC Terminal Mkt.
Bronx, NY 10474
(718) 895-1640
Fax:(718) 328-3738               Trade Debt              $ 342,745

Central Hudson                   Utility Debt            $ 246,243

Rosenbaum Design Group           Trade Debt              $ 201,108

Newenergy                        Utility                 $ 199,127

UFCW Local 1500 Welfare          Trade Debt              $ 156,294

Crowley Foods                    Trade Debt              $ 129,067

Refuse Environment               Trade Debt              $ 119,202

Discover General Contractors     Trade Debt              $ 114,776

Orange and Rockland              Utility Debt            $ 110,659

UFCW Local 464 Welfare           Trade Debt              $ 108,651

C Raimondo                       Trade Debt              $ 104,590

Icon Identity Solutions          Trade Debt               $ 92,032

New York State Electric
and Gas                         Utility Debt             $ 86,888

UFCW Local 1500 Pension          Trade Debt               $ 79,982

Green Mountain Coffee Roasters   Trade Debt               $ 75,016

Engineering and Refrigeration    Trade Debt               $ 65,407

Construction and Maintenance
Plus, Inc.                      Trade Debt               $ 56,167

Continental Capri                Trade Debt               $ 53,232

Jag Boys                         Trade Debt               $ 51,363

Peppy's                          Trade Debt               $ 48,961

Lind Design                      Trade Debt               $ 43,605

Wilma Partenheimer               Trade Debt               $ 43,411

RUS                              Trade Debt               $ 43,299

City of Mount Vernon             Tax Debt                 $ 41,896

Treasure Chest                   Trade Debt               $ 41,228

Guarino Sons, Inc.               Trade Debt               $ 41,081

Systemic Refrigeration           Trade Debt               $ 38,244

RAJ Development Corp.            Rent Debt                $ 36,413

Intercounty Bakers               Trade Debt               $ 36,148

Amored Motor Services            Trade Debt               $ 34,753

PSE & G                          Utility Debt             $ 34,409

Twin Star Farms                  Trade Debt               $ 31,763

Planogramming Solutions          Trade Debt               $ 28,500

Keyspan                          Utility Debt             $ 25,266

Lawler Matusky                   Trade Debt               $ 24,637

Mountain Fresh Farms             Trade Debt               $ 22,207


BROADBAND INFRASTRUCTURE: Pursuing Plan to Maximize Asset Value
---------------------------------------------------------------
In the wake of depressed financial markets and following a recent
restructuring of Broadband Infrastructure Group (BIG) and its
management team, BIG has ceased its business operations.

"On November 19, 2000 the Board of Directors decided that BIG
would immediately discontinue its search for further funding, and
instead concentrate on maximizing the value of its existing
assets," said Patrick Smith, Chief Operating Officer, Co-Founder
and Director. "In particular, BIG will attempt to sell all of its
assets over the course of the next 30 days with the assistance and
guidance of independent third party consultants and legal counsel.
Pending the outcome of those sales efforts, proceeds will be
distributed on a pro-rata basis to assure an even and fair
distribution to all creditors," he continued.

The decision by the Board was the result of a number of factors
including investors' growing disfavor of Internet and related
companies. "BIG exhausted every effort to develop and maintain a
viable business. Unfortunately, today we are commencing a process
to liquidate our assets in an orderly an responsible manner in
order to do what is best for our creditors," said Todd Baur,
Executive Vice President.

"This was a very difficult decision, and I am proud of the effort
and sacrifices our employees made attempting to bring the BIG
vision to reality," concluded Smith.


COLORADO CASINO: Colorado Court Confirms Plan of Reorganization
---------------------------------------------------------------
Colorado Casino Resorts, Inc., announced that the U. S. Bankruptcy
Court for the District of Colorado confirmed its Plan of
Reorganization.  The confirmed Plan restructures the Company's
debt and converts the Company to a privately held business.

"I thank casino customers and our vendors for their loyalty," said
Michael S. Smith, the Company's president and CEO. "Being out of
bankruptcy will allow the Company to look at other opportunities
and to continue making improvements which should further enhance
the already enjoyable gaming experience at both the Double Eagle
Hotel & Casino and at Creeker's Casino." Smith added, "I also
extend a heartfelt thank you to employees at both casinos. Their
hard work and dedication contributed to the Company's success. We
have the best employees in Cripple Creek."

Under the terms of the Plan, the Company is no longer publicly
owned. Accordingly, the Company does not anticipate any further
public filings with securities regulators.

Colorado Casino Resorts, Inc. is in the business of developing and
operating casino and hotel resort properties.


COVAD COMMUNICATIONS: Bondholders Sue over BlueStar Acquisition
---------------------------------------------------------------
The Law Office of Paul C. Whalen, P.C. announces that it has been
retained to file a class action lawsuit on November 14, 2000, on
behalf of purchasers of the securities of Covad Communications
Group, Inc. (Nasdaq: COVD) between September 7, 2000 and October
17, 2000, including those who acquired Covad shares in connection
with Covad's acquisition of BlueStar Communications Corp. and
those who acquired Covad convertible senior notes and the buyers
of call options and sellers of put options.

Contact The Law Office of Paul C. Whalen, P.C. at
http://www.manhasset.netor webmaster@manhasset.net for additional  
information.


CROWN CORK: Moody's Downgrades Senior Unsecured Rating to B2
------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured rating
of Crown Cork & Seal to B2.  The rating action is driven by the
restricted financial flexibility of the company and by the limited
free cash flow that Moody's expects the company should be able to
generate over the medium term. The short term rating is confirmed
at Not Prime. The outlook is negative. Further deterioration in
expected free cash flow or liquidity could bring pressure on the
ratings. This concludes the review initiated on November 7, 2000.

Ratings downgraded:

   * Crown Cork & Seal Company, Inc.:

      a) Senior unsecured debt, to B2 from Ba2

   * Crown Cork & Seal Finance PLC:

      a) Backed senior unsecured debt, to B2 from Ba2

      b) Backed shelf registration in relation to senior unsecured
          debt, to (P)B2 from (P)Ba2

   * Crown Cork & Seal Finance S.A.:

      a) Backed senior unsecured debt, to B2 from Ba2

      b) Backed shelf registration in relation to senior unsecured
          debt, to (P)B2 from (P)Ba2

Rating confirmed:

Rating of the company for short-term obligations, at Not Prime
CCK's free cash flow is thin relative to its debt. Over recent
quarters, the increased bargaining power of CCK's clients and need
for these companies to reduce their supply costs have brought
pressure on CCK's margins and cash flows. The company's market
flexibility is reduced, as price increases are difficult to
implement. Most of CCK's product offering cannot differentiate
itself from competitive offerings except on price. In the last
years, CCK has spent considerable amounts in capital expenditures
geared towards reducing manufacturing costs. Such spending has had
a positive effect on the company's cost base. However, Moody's
believes that the continuation of these efforts could require
increased capital expenditures over the medium term.

In coming years, pressure on CCK's free cash flow could be
accentuated by possible increased asbestos litigation payments.
Since the late seventies, CCK has been settling claims alleging
harm from asbestos exposure in the US. These filings are related
to a company which CCK owned for a limited time in the early
sixties. In the aggregate, asbestos-settlement payments have been
limited, due to the small size of the owned company. For several
years, aggregate payments were expected to taper off as as the
pool of potential plaintiffs that would have been exposed to
asbestos fibers on the workplace up to the early sixties would
dwindle. However, several factors could change the dynamics of
asbestos litigation in general. The pool of potential plaintiffs
has tended to expand. Courts have lowered the standards of
admissible claims. Law firms litigating these actions have become
more aggressive in seeking higher levels of settlements. While
payments have remained small relative to operating income, any
increase over the medium term would bring pressure on an already
constrained free cash flow. The company is exploring several
initiatives, such as asset sales and joint ventures. However, the
prospects for meaningful financial leverage improvement resulting
from such initiatives are uncertain.

The company's liquidity is provided by a $2.5 billion revolver
maturing in February 2002. Moody's believes that availability
under this facility should be sufficient over the coming quarters.
However, future performance on financial covenants could be tight.
A breach of financial covenant could accelerate the need for a
refinancing of the credit facility.

Crown Cork & Seal Company, Inc., based in Philadelphia,
Pennsylvania, is the leading worldwide manufacturer of packaging
products to consumer marketing companies.


EMPIRE OF CAROLINA: Chairman Resigns Following Chapter 11 Filing
----------------------------------------------------------------
Empire of Carolina, Inc. (Amex: EMP) announced third quarter
results yesterday, with a net loss applicable to common stock for
the quarter ended September 30, 2000, of $2.8 million or <$0.13>
per share, compared to a loss of $0.7 million, or <$0.04> per
share for the third quarter of 1999. Sales for the third quarter
of 2000 decreased to $10.7 million from $19.8 million in the third
quarter of 1999. For the nine months ended September 30, 2000, the
Company recorded a loss of $6.3 million or <$0.30> per share,
compared to a loss of $4.0 million or <$0.23> per share for the
nine months ended October 3, 1999. Sales for the nine months of
2000 decreased to $31.9 million from $50.1 million in the third
quarter of 1999.

Empire previously announced that, on November 17, 2000, it and
Empire Industries, Inc., a wholly owned subsidiary, filed
voluntary petitions for reorganization under Chapter 11 of the
United States Bankruptcy Code, in the United States Bankruptcy
Court for the Southern District of Florida, West Palm Beach
Division. In connection with that filing, also on November 17,
2000, the Company and Empire Industries entered into an interim
debtor-in-possession financing facility with LaSalle National
Bank, as agent for itself and the Company's pre-filing lenders, to
finance, among other things, the Company's working capital
requirements during the Chapter 11 reorganization proceedings. The
Company is seeking immediate approval of the financing facility by
the Bankruptcy Court. As a result of the funding available under
the financing facility, employees and suppliers of the Company and
Empire Industries will continue to be paid in the ordinary course.

On November 17, 2000, upon notification that the Company intended
to file the petition for reorganization, the American Stock
Exchange suspended trading of the Company's common stock, Series A
Preferred Stock and warrants. In addition, Amex has not yet
reached a determination on the Company's appeal of Amex's
September 26, 2000, notice of its intent to delist the Company's
common stock, Series A Preferred Stock and warrants. If Amex
determines to delist the Company's securities or not to resume
trading, the Company's common stock, Series A preferred stock and
warrants may trade on the Over the Counter Bulletin Board. There
can be no assurance such trading will occur.

Timothy Moran resigned as Chairman of the Board of Directors and a
director, effective at 5:00 p.m. on November 20, 2000. Mr. Moran
will remain as acting Chief Executive Officer. Frederick W.
Rosenbauer, Jr., currently a director, was elected by the Board as
the new Chairman of the Board.

Empire of Carolina, Inc., designs, develops manufactures and
markets a broad range of consumer products including children's
toys and golf accessories. The Company's line of toys includes Big
Wheel(R) ride-on toys, Grand Champions(R) collectible horses, and
Buddy L(R) cars and trucks. Its consumer sports line includes
Wilson(R) golf shoes and accessories.


EMPLOYEE SOLUTIONS: Bondholder Negotiations Near End
----------------------------------------------------
Employee Solutions, Inc. (OTC BB: ESOL) announced that
restructuring negotiations with bondholders have unexpectedly
continued and that it will make an announcement as soon as
possible.

Commented Quentin P. Smith Jr., Employee Solutions president and
CEO: "Some last-minute issues have surfaced and require additional
discussion and negotiation. Therefore, we were not able to make an
announcement as expected but hope to complete these negotiations
and announce the results as soon as that process permits."

Sara Dial, Employee Solutions chairman, added: "These negotiations
are the key to a viable restructuring plan and placing the Company
in the position to move forward and rebuild shareholder value.
Once agreement to the proposed plan can be reached between the
parties, we will be able to proceed along a definitive path toward
the annual shareholders meeting and obtaining shareholder
approval."

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


FEDERAL-MOGUL: Moody's Junks Subordinated Debt Ratings
------------------------------------------------------
Moody's Investors Service downgraded the ratings of Federal-Mogul
Corporation and placed the ratings under review for possible
further downgrade. The following ratings were affected:

     (i) Downgrade to B2, from Ba3, Federal-Mogul's $1.75 billion
          of senior unsecured bank credit facilities, consisting
          of a $1 billion revolving credit due 2004, a $400
          million ($370 million remaining) term loan A due 2004
          and a $350 million ($347 million remaining) term loan B
          due 2005;

    (ii) Downgrade to B2, from Ba3, Federal-Mogul's aggregate
          $2.325 billion of senior unsecured notes with various
          maturities;

   (iii) Downgrade to Caa1, from B2, Federal-Mogul's $575 million
          of 7% junior subordinated debentures due 2027, together
          with a downgrade to "caa", from "b2" of the
          corresponding rating of Federal-Mogul Financing
          Trust $575 million of guaranteed trust preferred
          securities;

    (iv) Downgrade to (P)B2/(P)Caa1/(P)"caa", from
          (P)Ba3/(P)B2/(P)"b2" Federal-Mogul's shelf registration
          for senior debt, subordinated debt and preferred stock,
          respectively;

     (v) Downgrade to B2, from Ba3, Federal-Mogul's senior implied
          rating; and

    (vi) Downgrade to B3, from B1, Federal-Mogul's senior
          unsecured issuer rating.

The ratings actions reflect Moody's escalating concerns regarding
Federal-Mogul's near-term liquidity and solvency. The company's
operating cash flow has steadily declined over the last twelve
months, with reported quarterly results repeatedly falling
materially below management's earlier market guidance. The
market's anticipated decline in OEM production volumes in 2001
will likely place further pressure on sales and margins. While
Federal Mogul's announced "six global initiatives" are logically
aimed at better integrating acquisitions; resizing certain
segments to current market conditions; controlling working
capital; and generally imposing more effective controls company-
wide, implementation will entail roughly two years of significant
net cash outflows before the benefits of the restructuring become
evident. Moody's continues to have concerns about Federal-Mogul's
ability to manage its asbestos obligations, despite the existence
of certain beneficial insurance policies. The company acknowledges
that it has experienced an escalation in cash settlements and
claims year-to-date, and has responded to the market's concerns by
hiring the econometric firm National Economic Research Associates
("NERA") to update estimates of Federal-Mogul's future asbestos
obligations. Management has indicated that the results of this
study are expected to be available in late December 2000. Moody's
additionally believes that there is a high likelihood that
Federal-Mogul will violate the terms of its existing credit
agreement upon fiscal year end December 31, 2000. Given the highly
distressed trading prices of Federal-Mogul's debt and equity,
together with the currently depressed market for certain non-core
automotive assets which Federal-Mogul would consider divesting,
Moody's perceives an almost complete reliance at this point in
time on the continued support of the company's existing bank
group.

The company has the ability to pledge certain of its hard assets
as collateral supporting obligations under the bank credit
agreement without triggering any default provisions within the
senior unsecured indentures. While both the bank facilities and
senior notes are currently supported by certain stock pledges, a
larger number of subsidiaries' stock is pledged to the bank
facility lenders. Per the terms of the note indentures and the
bank credit agreement, the senior bank credit facilities and
senior notes are supported by equivalent guarantees.

Moody's expects that successful negotiations regarding an amended
bank facility will most likely entail securing the credit
agreement with significant new collateral protection. While the
majority of Federal-Mogul's accounts receivable already support
the company's $420 million off-balance sheet accounts receivable
facility, other potential security is unencumbered. In the event
that the banks become secured by material hard asset collateral,
Moody's could consider a notching difference between the rating of
the $2.325 billion of senior unsecured notes and the $1.75 billion
of senior unsecured bank credit facilities.

The rating actions also consider Federal-Mogul's continued
significant position in the global marketplace; its notable
geographic and product diversity and its reputable brands; as well
as the company's plans to immediately curtail non-customer related
expenses and capital projects and implement various initiatives to
improve operating performance through the acceleration of lean
manufacturing techniques, expansion of supply chain management and
further consolidation of global operations. It was indicated that
the search for a new chief executive will focus on individuals who
have proven abilities to execute at the operational level.
Management and the board recognize that Federal-Mogul's
aftermarket infrastructure must be promptly downsized in order to
adjust to fundamental changes in both aftermarket demand and
retailing dynamics.

Moody's expects to conclude its review upon Federal-Mogul's
execution of a combination of the following events:

     (i) completion of negotiations with the company's bank group
          that Moody's believes will result in adequate ongoing
          liquidity;

    (ii) evaluation by Moody's of the results of the pending NERA
          asbestos study;

   (iii) review by Moody's of more definitive management guidance
          regarding operating cash flow during 2001 and beyond;               
          and
    (iv) definitive evidence that an effective permanent chief
          executive candidate will be identified by Federal-Mogul
          in a timely fashion.

Federal-Mogul, headquartered in Southfield, Michigan, is a global
manufacturer and distributor of a broad range of vehicular
components for automobiles and light trucks, heavy duty trucks,
farm and construction vehicles and industrial products. Customers
include both original equipment manufacturers and aftermarket
distributors.


FIRST ALLIANCE: Lawsuits Will be Centralized in Santa Ana
---------------------------------------------------------
The U.S. Bankruptcy Court ruled that all lawsuits against First
Alliance Corp. will be centralized at the Court in Santa Ana,
California. Among other suits, the Federal Trade Commission filed
a suit against the Company, which has been operating under Chapter
11 protection since March 23, 2000, alleging deceit and violation
of several statutes. (New Generation Research, Inc., 22-Nov-00)


GENESIS/MULTICARE: Seeks Approval of Lease & Loan with ElderTrust
-----------------------------------------------------------------
ElderTrust (NYSE:ETT), an equity healthcare REIT, announced that
it has reached agreements, subject to approval of the U.S.
Bankruptcy Court, with Genesis Health Ventures, Inc.
(OTC:GHVIQ.OB) and The Multicare Companies, Inc. regarding the
lease and loan transactions between the entities.

Genesis and Multicare have advised the Company that they intend to
file the motions with the U.S. Bankruptcy Court seeking the
Court's approval to enter into the proposed transactions.
Depending on the Court's schedule, the motions will likely be
heard by the Bankruptcy Court in January 2001. During the period
between the filing of the motions and the Court hearing, the
creditors for Genesis and Multicare may object to all or any
portion of the agreements.

Under the more significant terms of the agreement with Genesis:

   1) Twenty-one of the existing twenty-three lease agreements
       between Genesis subsidiaries and ElderTrust would continue
       to be effective in accordance with their terms except as
       provided below;

      -- Two leases would be modified to reduce combined rents for
          the properties by $745,000 per year,

      -- One lease would be modified to create an early  
          termination right commencing on December 31, 2002, and

      -- One lease would be modified to permit ElderTrust to
          terminate the lease during 2001 without penalty if the
          current tenant is unable to achieve occupancy targets
          specified by loan documents secured by property.

   2) Two leases would be terminated when the two properties
       subject to the leases are sold to Genesis for $1.25
       million, such amount to be paid via an increase in the
       notes receivable described in 4) below;

   3) An $8.5 million loan currently guaranteed by ElderTrust and
       owed to Genesis by ET Sub-Meridian, an unconsolidated
       subsidiary of ElderTrust, would be acquired by ElderTrust
       in a manner to effect an $8.5 million reduction in amounts   
       owed to ElderTrust by Genesis;

   4) The maturity date for three loans by ElderTrust to Genesis
       and affiliated entities with unpaid principal balances
       totaling approximately $7.5 million at June 30, 2000 (after
       taking into account the aforementioned $1.25 million
       increase and $8.5 million reduction) would be extended to
       June 30, 2002 at the rates in effect prior to the Genesis
       bankruptcy filing; and

  5) The maturity date and interest rate for one loan with a
      principal balance of approximately $4.8 million made by
      ElderTrust to an entity in which Genesis owns a 49% limited
      partner interest would be extended to May 31, 2002 at a 10%
      interest rate.

Under the terms of the agreement with Multicare, ElderTrust would
acquire three properties secured by three loans with outstanding
principal amounts totaling approximately $19.5 million, and having
a net book value of $10.0 million, at September 30, 2000, in
exchange for the outstanding indebtedness. These properties would
then be leased back to Multicare under long-term operating lease
agreements. ElderTrust has no other transactions with this entity.

Using the quarter ended September 30, 2000 as a basis for
measuring the impact of these agreements on ElderTrust; as that
quarter reflected little, if any, impact of non-recurring
transactions; the above described transactions would effect
annualized Funds From Operations (FFO) reported for that quarter
as follows:

   (a) The rent modifications to the two leases will reduce rental
        income by $745,000;

   (b) The sale of the two buildings in exchange for a $1.25
        million note will decrease FFO by approximately $80,000;

   (c) The acquisition of the $8.5 million note will increase
        interest income by approximately $850,000;

   (d) (1) The three revised loans to Genesis will increase
           interest income by approximately $580,000; and

   (e) (1) The three leases with Multicare will generate
           approximately $800,000 in rental income.

   (1) These items increase income over that reported for the
        quarter as the Company ceased accruing interest income on
        loans once Genesis and Multicare filed for bankruptcy
        protection.

ElderTrust also announced that the above agreements were reached
following discussions with the lender on its Bank Credit Facility.
The Company is currently in discussions with this lender and other
lenders regarding the covenant defaults under the Company's Bank
Credit Facility and bond guarantees.

"We believe that these agreements represent a fair resolution to a
difficult situation and are very pleased to be able to make this
announcement today," said D. Lee McCreary, Jr., ElderTrust's
President and Chief Executive Officer. Mr. McCreary added, "To
become effective, these agreements must be approved by the U.S.
Bankruptcy Court and various lenders, an approval we hope to gain
in January 2001. Closing of the transactions would be anticipated
to occur in January 2001 following Court approval of the
agreements."

Because the agreements are subject to Bankruptcy Court and lender
approval and because the creditors for Genesis and Multicare may
object to all or any portion of the agreements, there can be no
assurance that the transaction contemplated by the agreements will
be completed as proposed.

ElderTrust is a real estate investment trust that invests in real
estate properties used in the healthcare services industry,
principally along the East Coast of the United States. Since
commencing operations in January 1998, and without giving effect
to the above described agreements, the Company has acquired direct
and indirect interests in 31 buildings and has loans outstanding
of $31 million, net of allowance, in construction and term
financing on eight additional healthcare facilities.


HARNISCHFEGER: Plan Administrator To Oversee Beloit's Liquidation
-----------------------------------------------------------------
Beloit's liquidation will be handled by a Plan Administrator,
Harnischfeger Industries, Inc., et al., explain in their Joint
Plan of Reorganization filed with the U.S. Bankruptcy Court in
Wilmington.  BDO Seidman, or such other person or entity
identified by the Beloit Committee on or before the Confirmation
Date in an appropriate pleading filed with the Bankruptcy Court
and served on appropriate parties in interest, will serve as the
Plan Administrator. The compensation for the Plan Administrator
shall be reasonable hourly rates normally charged by such entity
or as such entity may agree, subject to the Bankruptcy Court's
approval. Notwithstanding this, the Plan Administrator shall sub-
contract with Jay Alix & Associates, pursuant to the Jay Alix
Contract, to perform the duties and to receive the compensation
specified in the Jay Alix Contract.

On the Effective Date, Beloit and the Liquidating Trust shall be
deemed to have executed the Plan Administrator Agreement among
them and the Plan Administrator. The Post-Confirmation Assets of
the Liquidating Debtors (or, in the case of Beloit, the
Liquidating Trust) shall be available first to satisfy the
obligations relating to the fees, costs and expenses of the Plan
Administrator.

On the Effective Date, compliance with the provisions of the Plan
with respect to the Liquidating Debtors shall become the general
responsibility of the Plan Administrator, which shall be appointed
as estate representative for each Liquidating Debtor pursuant to
the Plan Administrator Agreement and the Plan.

The Plan Administrator shall be authorized to elect or retain
officers and directors for the Liquidating Debtors after the
Effective Date to the extent provided in the Plan Administrator
Agreement.

The Disclosure Statement expressly provides that the Plan
Administrator shall not be authorized to modify the terms of the
Plan Administrator Agreement on behalf of Beloit or the
Liquidating Trust in any respect that is adverse to the interests
of Beloit, its subsidiaries, the Liquidating Trust, or any
Holder of Claims against any of them except upon prior order of
the Bankruptcy Court after notice to parties in interest.

The Plan Administrator shall not be authorized to operate any
businesses of Beloit or its subsidiaries. Its responsibility shall
be to liquidate the assets of Beloit and its subsidiaries and to
distribute those assets pursuant to the terms of the Plan and the
Plan Administrator Agreement.

                         Corporate Action

On the Effective Date of the Joint Plan, or as promptly thereafter
as practicable, the Plan Administrator shall:

(1) cause the Liquidating Trust to vote Beloit's equity interests
      in each of the Debtor subsidiaries so as to cause each
      Debtor subsidiary to restate such subsidiary's certificate
      of incorporation or similar charter documents such that the
      restated charter document, together with any amendments,
      shall provide for, among other things:

      (a) the issuance of non-voting equity securities shall be
           prohibited in compliance with the requirements of
           section 1123(a)(6) of the Bankruptcy Code; and

      (b) no distributions shall be made on account of any Class
           L6 Equity I Interest in a Debtor subsidiary unless and
           until, with respect to such subsidiary, all Claims
           against such Debtor subsidiary have been disallowed
           pursuant to a Final Order or have been paid in full as
           provided for in such Debtor's subsidiary's Subplan.

(2) authorize the Liquidating Trust, on behalf of Beloit and
      Reloit's subsidiaries and at such times as the Plan
      Administrator in its sole and absolute discretion shall
      determine, to terminate their participation in the Qualified
      Pension Plans and the Qualified Savings Plans;

(3) it shall reserve the Liquidating Estate Claim Holdback;

(4) commence reasonable efforts to cause Beloit to dissolve or
      otherwise terminate its existence;

(5) cause the board of directors of each of the direct and
      indirect subsidiaries of Beloit to adopt By-Laws that are
      consistent with the Plan and the Plan Administrator
      Agreement; and

(6) take any necessary and appropriate actions to cause the
      Liquidating Trust and Beloit's subsidiaries to take the
      actions described.

                Powers of the Plan Administrator

The powers of the Plan Administrator shall, without any further
Bankruptcy Court approval, include the powere to:

(1) invest funds in, and withdraw, make distributions and pay
      taxes and other obligations owed by each Liquidating Debtor
      from funds held by the Plan Administrator and/or the
      Liquidating Debtor in accordance with the Plan;

(2) compensate and engage employees and professional persons for
      assistance with respect to its responsibilities;

(3) compromise and settle claims and causes of action on behalf of
      or against the Liquidating Debtor;

(4) take all steps and execute all instruments and documents
      necessary to effectuate the Plan;

(5) liquidate the Post-Confirmation Estate Assets and provide for
      the distribution of the net proceeds in accordance with the
      provisions of the Plan and the Plan Administrator Agreement;
      and

(6) take necessary and appropriate actions pursuant to the Plan,
      the Plan Supplement, the Plan Administrator Agreement.

(7) as a representative of the estate of each Liquidating Debtors
      (and of the Liquidating Trust), litigate any causes of
      action and rights to payment on claims that belonged to the
      Liquidating Debtor prior to the Effective Date, that may be
      pending on the Confirmation Date or that are instituted by
      the Liquidating Debtors (or the Liquidating Trust) to a
      Final Order, and to compromise and settle such claims, have
      the discretion to pursue or not to pursue any and all
      claims, rights, or causes of action, as it determines is in
      the best interests of the holders of Allowed Claims against
      each Liquidating Debtor, and shall have no liability for the
      outcome of its decision;

(8) incur any reasonable and necessary expenses in liquidating and
    converting the Post-Confirmation Estate Assets to cash;

(9) purchase any insurance deemed necessary or appropriate.

Notwithstanding anything herein to the contrary, the Plan
Administrator may not commence or prosecute any claims against any
current or former officers and directors of any Debtor, except
where recourse is limited solely to Available Directors and
Officers Insurance.

                         Exculpation

From and after the Effective Date, the Plan Administrator, its
employees, professionals and representatives for the Plan
Administrator shall be exculpated and held harmless by each
Liquidating Debtor, the Liquidating Trust, and the Holders of
Claims and Equity Interests and other parties in interest.

          Indemnification of the Plan Administrator

Each Liquidating Debtor (and in the case of Beloit, the
Liquidating Trust) shall indemnify and reimburse the Plan
Administrator against and for any and all claims (other than those
resulting from the Plan Administrator's gross negligence or wilful
misconduct) and obligations to the fullest extent permitted by
applicable law.(Harnischfeger Bankruptcy News, Issue No. 32;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


HAWKER PACIFIC: Nasdaq Considers Delisting Shares from Exchange
---------------------------------------------------------------
Hawker Pacific Aerospace has been notified by Nasdaq that its
securities are subject to delisting from The Nasdaq National
Market because the company has not timely filed its quarterly
report on Form 10-Q (as required by Marketplace Rule 4310(c)(14)).

The company announced last week that it would delay the issuance
of its 10-Q report as the company had not yet received an
independent accounting review, as required by SEC regulations. The
independent review could not be accomplished prior to the 10-Q
filing deadline as the company has been in transition between
accounting firms. This transition period ended yesterday when
Deloitte & Touche LLP accepted the engagement as the company's new
independent accountants. Now that Deloitte & Touche has been
retained, they can complete the required independent review, and
the company will then be able to file its 10-Q report, announce
its quarterly results, and hold its quarterly conference call.

The company has requested a hearing before the Nasdaq Listing
Qualifications Panel to review the Staff Determination that the
company's securities are subject to delisting. The company
anticipates that prior to the hearing date Deloitte & Touche will
be able to finish its review, and the company will be able to cure
the reason for delisting by filing its 10-Q report. Until such
time as the company has resolved this situation, Nasdaq has added
the letter "E" to the end of thecCompany's trading symbol.

Phil Panzera, executive vice president, stated, "As the delisting
process is suspended until the hearing is held, and the company
expects to file its 10-Q report prior to the hearing, the company
does not believe that its securities will be delisted."

Hawker Pacific Aerospace is a leading provider of landing gear
maintenance services. The company's common stock trades on the
Nasdaq National Market(R) under the symbol HPAC normally, but is
temporarily trading under the symbol HPACE. For more information,
visit the company's Web site at www.hawker.com or contact Phil
Panzera, EVP, at 818/765-6201 or investor@hawker.com


HEALTHCO INTERNATIONAL: Unsecureds Will See Meaningful Dividend
---------------------------------------------------------------
William A. Brandt, Jr., the Chapter 7 Trustee of Healthco
International, Inc., has resolved some $25 million of claims
asserted by the Internal Revenue Service against the Debtors'
estates for $323,633.56. The Government asserted a variety of
claims against Healthco after it filed for chapter 11 protection
in 1993 in the U.S. Bankruptcy Court for the District of
Massachusetts. The case converted shortly after the chapter 11
filing.

A key area of dispute between Mr. Brandt and the Government
focused on the Estates' ability to take worthless stock deductions
on 1990 tax returns relative to Healthco's investments in Healthco
Israel, Inc., and Healthco Switzerland Ltd. Lawyers for the IRS
contended that the deductions were not permissible. Mr. Brandt
unleashed his legal team from Kohn & Kelakos LLP in Boston to show
that Healthco's worthless stock deductions were entirely
appropriate. After years of wrangling by the lawyers and
accountants, the Government conceded the point.

K&K attorney David C. Madoff, Esq., tells Judge Queenan that the
resolution of the IRS claims and the substantial reduction from
the original $25 million "will permit a meaningful dividend to
general unsecured creditors."


HIT OR MISS: Women's Retailer Files for Chapter 11 in New Jersey
----------------------------------------------------------------
Specialized retail lender Paragon Capital LLC, of Needham, Mass.,
announced that it has provided a $12 million line of credit to Hit
or Miss Inc., of Stoughton, Mass., one of the nation's best-known
women's apparel retailers.  Hit or Miss filed for Chapter 11
bankruptcy on Friday, Nov. 17, in a New Jersey Federal Bankruptcy
Court.

"This line of credit will help us as we reorganize and position
ourselves for the future," said Hit or Miss President & CEO Donna
Moore. "Paragon Capital, in our view, redefined the term
responsiveness in comparison to other lenders I have dealt with.
Our facility, from start to finish, was completed in less than
seven days. This is a reflection of Paragon's retail expertise and
its ability to think like a strategic financial partner."

Hit or Miss is a privately held (80% owned by Access Capital
Partners with the remaining 20% owned by directors/management)
retailer of women's off-price fashion clothing and accessories.
The company operates more than 200 leased stores nationwide with
the majority of locations located on the East Coast.

"Hit or Miss has maintained a long-standing name in the retail
marketplace of the Northeast," said Paragon President & COO Andrew
Moser. "We're pleased to help the company by providing the
liquidity necessary to help reposition the business and redefine a
consistent merchandising strategy."

"This financing will give Hit or Miss the liquidity they need to
reorganize successfully," added Paragon CEO Stewart Cohen.

About Paragon Capital:

Based in Needham, Mass., with offices in Philadelphia, Paragon
Capital is an asset-based lender to retailers throughout North
America. Paragon has experienced dramatic growth since it was
founded in 1997, completing almost $200 million in new financing
with companies like: The Art Store, The Home Company, Harvey
Electronics, Golf America, Pacific Eyes & T's and The White House.
One of the main reasons for Paragon's success is that, as
retailers and merchants with lending expertise, the management
team applies a true merchant's perspective in lending to
retailers. As Paragon's business booms, the company is defining a
new specialized lending niche and quickly becoming part of
leading-edge developments in the retail industry.

Paragon Capital is a partnership between one of America's premier
"boutique" asset valuation firms, The Ozer Group LLC of Needham,
Mass., and a leader in the asset-based lending industry, Foothill
Capital Corporation of Los Angeles. Foothill is a subsidiary of
Wells Fargo & Company, a $202 billion financial services company.
With the backing of Wells Fargo and Foothill, Paragon functions
autonomously as an entrepreneurial company that provides financing
solutions to North American retail and consumer products
companies.


IMMULOGIC: Shareholders See Another Liquidation Distribution
------------------------------------------------------------
ImmuLogic Pharmaceutical Corporation (OTC Bulletin Board: IMUL)
announced that it is making another liquidation distribution of
$.09 per share to all stockholders of record on November 20, 2000.
The ex-dividend date will be December 4, 2000. The Company expects
that this distribution will occur on or about December 2, 2000.

ImmuLogic's shareholders voted in August of 1999 to liquidate and
dissolve the Company. ImmuLogic is a Delaware corporation and
Delaware law requires that the Company remain in existence as a
non-operating entity for at least three years from the date the
Company files a certificate of dissolution in Delaware and
maintain a certain level of assets to cover costs during the
dissolution period. During the dissolution period, the Company
will attempt to convert its remaining assets to cash as
expeditiously as possible.


IMX PHARMACEUTICALS: Files for Chapter 11 Protection in Florida
---------------------------------------------------------------
Pharmaceuticals, Inc. (OTCBB:IMXN) announced that IMX
Pharmaceuticals, Inc. and its wholly-owned subsidiary, IMX ETI
LifePartners, Inc., haved filed voluntary petitions for relief
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Southern District of
Florida, West Palm Beach Division.

William Forster, the Chairman and Chief Executive Officer of IMX
Pharmaceuticals, Inc. stated: "The decision to enter the Chapter
11 reorganization process was a very difficult one for us to make.
We believe this was the best course to take. The Chapter 11
process will provide us the time we need to seek to restructure
our debt, and to seek to raise new capital to fund our
operations."

Mr. Forster continued: "In an attempt to reduce operating costs,
we substantially pared down all of our operational costs in
Florida, Minnesota, and Canada. We hope to begin working on an
acceptable reorganization plan shortly, and will keep our
shareholders and distributors informed of material events through
our reorganization process."


LOEWEN GROUP: Toronto Stock Exchange Suspends Shares
----------------------------------------------------
The Toronto Stock Exchange announced that it has suspended
immediately the common and preferred shares of Loewen Group, Inc.
for failure to meet the continued listing requirements. Prior to
its suspension, the Company, which is operating under bankruptcy
protection in the United States and Canada, was trading at 17
Canadian cents on the Toronto Stock Exchange. As previously
reported, the Company filed a Plan of Reorganization with the
Court last week.(New Generation Research, Inc., 22-Nov-00)


LTV CORP: Moody's Downgrades Ratings Noting Weak Debt Protection
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of the LTV
Corporation (senior implied to B2 from Ba3). The downgrade is
based on current and projected weakness in debt protection
measures occasioned by continuing weakness in domestic steel
markets. The rating also considers LTV's position as a significant
integrated steel producer, ownership of less volatile downstream
fabrication operations, ongoing actions to improve underlying
performance of the steel operations, and potential debt reduction
from asset sales. The rating outlook is negative.

Ratings downgraded are:

   * The LTV Corporation

      a) guaranteed senior secured term loan facility to B1 from
          Ba2,
  
      b) guaranteed senior notes to B2 from Ba3,

      c) senior implied rating to B2 from Ba3;

      d) senior unsecured issuer rating to B3 from B1,

      e) convertible preferred stock to "caa" from "b3".

The domestic steel market has been characterized by significant
pricing volatility and increasing oversupply in recent years.
Reflecting this volatility, hot rolled coil prices have fallen by
approximately $80/ton, or 25%, in the past few months. Many steel
producers, including LTV, saw operating performance decline
sharply in the third quarter. Moreover, steel market conditions
are not expected to improve in the near future. Imports are on a
pace to approach the 1998 record, inventories are high throughout
the supply chain, and production capacity has increased
substantially in recent years. Finally, the economy shows signs of
slowing, signaling a potential decline in steel demand from the
current high level. Even assuming that imports slow, production is
curtailed and inventories start to decline, a significant reversal
in pricing seems unlikely to occur before mid-2001. Finally,
contracts currently being negotiated for 2001 are expected to show
a price decline of 1-2%. Thus, a material improvement in financial
performance over the near term is not expected, and the rating
outlook is negative, considering that compliance with covenants in
debt obligations could be threatened if further deterioration
occurs in the coming quarters.

The performance of LTV's steel operations has been offset to some
degree by earnings at LTV's metal fabrication operations, which
represented about 34% of sales through the first nine months of
2000. The fabrication business has generated positive earnings and
cash flow, and represents a captive outlet for a portion of LTV's
steel production. In addition, LTV has taken numerous actions to
improve the underlying profitability of the steel business,
including closing iron ore mining operations, selling several
businesses and implementing other cost reduction programs. The
company has estimated that the combined effect of actions taken
during 2000 could reduce costs by more than $200 million per year.
The achievement of projected cost reductions, combined with
application of proceeds from further asset sales to reduce debt,
could improve liquidity and stabilize the rating at the current
level.

At the end of the third quarter, LTV had $45 million in cash and
$97 in availability under credit facilities, constrained to $65
million by a debt covenant. Non-recurring cash receipts of $70
million are projected in the fourth quarter from several sources,
which should remove that constraint on availability under the
facilities. LTV was in compliance with all covenants during the
third quarter. However, as covenant levels step up over the coming
quarters, LTV's performance must also improve.

The LTV Corporation, headquartered in Cleveland, Ohio, had
revenues of $4.1 billion in 1999.


LTV CORP: Peter Kelly Steps Down as Chairman and CEO
----------------------------------------------------
The LTV Corporation (NYSE: LTV) announced that Peter Kelly
resigned as chairman, president and CEO, effective immediately,
and that the board of directors elected William H. Bricker to
succeed him.

Bricker, a member of LTV's board of directors since 1982, was
formerly chairman of the board and chief executive officer of
Diamond Shamrock Corporation, now known as Maxus Energy
Corporation (coal, chemicals, oil and gas). After retiring from
Diamond Shamrock, he formed two private companies, D.S. Energy
Services, Inc. and BTC Partners, Inc., which provide management,
investment, consulting and operating services in the petrochemical
and refining industries.

Dr. Colin C. Blaydon, chairman of LTV's Board Affairs Committee,
commented, "Bill Bricker is uniquely qualified to lead LTV as we
move ahead. As a long-time board member, he is intimately familiar
with the company and the industry. Moreover, he compiled an
impressive track record over a distinguished career in industry.
His experience includes board memberships on a wide range of U.S.
industrial companies and financial institutions."

Bricker said, "The board of directors has expressed to Peter our
appreciation for his 37 years of service to LTV, during which he
made numerous outstanding contributions."

Bricker explained, "Our top priorities are achieving a dramatic
improvement in the company's results and developing a long-term
succession plan. While the company is operating in an extremely
challenging industry environment, there are a number of positives
on which to build."

He continued, "Our integrated steel results will be improved by
closing the LTV Steel Mine and selling the tin mill products
business. Another strength is an outstanding operations team,
recognized as one of the industry's best. We expect continuing
improvements to operations through additional cost reduction
programs in our integrated steel segment. We continue to have a
solid customer base in transportation, appliances, electrical
equipment, and the service center industries."

Bricker emphasized, "At the same time, we have expanded beyond
basic steel into related and synergistic businesses. Our metal
fabrication operations are market leaders and profitable."

Bricker concluded, "The U.S. steel industry obviously is operating
in an extremely difficult environment in large measure due to the
flood of imports. Even so, we recognize the importance of
continuing to take steps to improve our operating performance."

The LTV Corporation is a manufacturing company with interests in
steel, metal fabrication and leading steel technologies. LTV is
committed to pursuing domestic and international growth
opportunities to increase shareholder value. LTV's Integrated
Steel segment is a leading producer of high-quality, value-added
flat rolled steel, and a major supplier to the transportation,
appliance, electrical equipment and service center industries.

LTV's Metal Fabrication segment consists of LTV Copperweld, the
largest producer of tubular and bimetallic products in North
America and VP Buildings, a leading producer of pre-engineered
metal buildings for low-rise commercial applications. LTV's
Corporate and Other segment includes investments in leading steel
technologies consisting of a 50 percent interest in Trico Steel, a
flat rolled steel minimill in Alabama.


MERRY-GO-ROUND: Trustee Very Close to Paying Chapter 11 Claims
--------------------------------------------------------------
Deborah H. Devan, the Chapter 7 Trustee for Merry-Go-Round
Enterprises, Inc., tells the Bankruptcy Court in Baltimore that
she is very close to making a distribution to holders of allowed
chapter 11 administrative claims. Ms. Devan reminds the Court that
she has already made a distribution on account of allowed chapter
7 claims and paid-off all secured claims.

The disclosure about how close the Trustee is to making the
distribution bubbled to the surface in the context of a motion
asking Judge Derby for authority to use a rubber stamp or some
other automated process to sign some 2,900 distribution checks
paying chapter 11 claims against MGR's estates.  The Handbook for
Chapter 7 Trustees for the District of Maryland, Ms. Devan
relates, requires her to "personally sign all checks."


MICROAGE, INC.: Moves to Sell Technology Assets by Auction
----------------------------------------------------------
MicroAge Inc. Wednesday announced that it will file a motion
proposing to sell the assets of its MicroAge Technology Services,
L.L.C., subsidiary through competitive bidding procedures under
Section 363 of the U.S. Bankruptcy Code.

The subsidiary provides technology infrastructure services and
technology deployment for mid- and large-sized organizations.
In addition, MicroAge announced that the MicroAge board of
directors has approved an agreement with Sarcom Desktop Solutions
Inc., in cooperation with Global Technology Finance, L.L.C., to
purchase the assets of MicroAge Technology Services, subject to
higher and better bids at an auction to be conducted before the
Court.

The sale is subject to additional due diligence, Court approval
and other contingencies. Sarcom is a systems integrator based in
Columbus, Ohio, that provides enterprise technology solutions to
companies across the United States.

"As we reorganize our business, it is our responsibility to
evaluate and pursue the best alternatives for our clients,
creditors and associates," said MicroAge Chairman and Chief
Executive Officer Jeffrey D. McKeever.

"The sale of MicroAge Technology Services will allow the company
to continue to provide superior service to clients while
respecting the interests of our creditors and associates.

"This is a reflection on our associates' dedication to serving
their clients, and they have worked hard to build this business
into a dynamic, client-centered service organization. With a new
ownership structure, I believe MicroAge Technology Services will
be able to realize its full potential."

On April 13, 2000, MicroAge and certain of its subsidiaries
commenced a voluntary Chapter 11 proceeding in order to facilitate
the restructuring of its business. MicroAge Technology Services,
L.L.C. was one of the named subsidiaries in the proceeding.

Consistent with auction procedures under Section 363 of the
Bankruptcy Code and a motion to be filed with the Bankruptcy Court
today, the deadline to submit documents supporting preliminary
qualification of purchase will be Dec. 18, 2000. A hearing on the
motion has been tentatively set for Dec. 21, 2000 at the U.S.
Bankruptcy Court for the District of Arizona in Phoenix.

About MicroAge Inc.

MicroAge Inc. provides B2B technology solutions and infrastructure
services. The corporation is composed of information technology
businesses, delivering ISO 9001-certified, multi-vendor
integration services and solutions to large organizations and
computer resellers.

The company does business in more than 20 countries and offers
over 250,000 products from more than 1,000 suppliers backed by a
suite of technical, financial, logistics and account management
services. More information about MicroAge is available at
www.microage.com.


OPTIMUM CHOICE: S&P Lowers Financial Strength Rating to BBpi
------------------------------------------------------------
Standard & Poor's has lowered its financial strength rating on
Optimum Choice Inc. to double-'Bpi' from triple-'Bpi'.

This rating action reflects the company's weak liquidity and
marginal earnings, offset by good risk-based capitalization.
This nonfederally qualified HMO, incorporated in Maryland and
headquartered in Rockville, Md., also transacts business in
Delaware, Virginia, West Virginia, and the District of Columbia.
It is a wholly owned subsidiary of Mid Atlantic Medical Services
Inc.

Major Rating Factors:

   --  Liquidity is weak, with a Standard & Poor's liquidity ratio
       of 88% at year-end 1999.

   --  Earnings are marginal, as measured by a Standard & Poor's
       earnings adequacy ratio of 60%. The company had net
       underwriting losses of $81.1 million in 1999 and $64.8
       million in 1998.

   --  Risk-based capitalization is strong, as indicated by a
       Standard & Poor's capital adequacy ratio of 143.3% at
       year-end 1999.


OWENS CORNING: Employs Bingham Dana as International Co-Counsel
---------------------------------------------------------------
Owens Corning asks the U.S. Bankruptcy Court in Wilmington to
approve its employment of the law firm of Bingham Dana LLP as
special international co-counsel.  Bingham Dana will provide
strategic advice and assistance with respect to international
contingency planning matters.  Partner Evan D. Flaschen, Esq.,
will serve as lead counsel in the matters for which the firm is
retained, and will be assisted by partner Richard A. Gitlin, Esq.,
and associates Anthony J. Smits, Deborah M. Bibbins, William F.
Govier, Rupal Shah Palanki, Margaret J. Sheehan, Marialta Z.
Sparagna, and Carolyn J. Zambelli.

Specifically, Bingham Dana will assist in the restructuring
efforts by:

   (a) Advising the Debtors of their rights, powers and duties as
debtors and debtors-in-possession continuing to manage and operate
their businesses and properties under Chapter 11 of the Bankruptcy
Code while simultaneously continuing to operate in various foreign
countries;

   (b) Assisting the Debtors in the formulating and approval of
bankruptcy protocols, agreements or concordats, where appropriate,
between the United States Bankruptcy Court and various foreign
courts in which insolvency proceedings involving the Debtors may
commence;

   (c) Advising and assisting the Debtors with respect to their
seeking recognition and relief in various foreign countries and
foreign insolvency proceedings;

   (d) Where needed, preparing on behalf of the Debtors all
necessary and appropriate applications, motions, draft orders,
other pleadings, notices, schedules and other documents, and
reviewing all financial and other reports to be filed in these
Chapter 11 cases, and in any related foreign countries or foreign
proceedings;

   (e) Advising the Debtors concerning, and preparing responses
to, applications, motions, other pleadings, notices, and other
papers that may be filed and served in these Chapter 11 cases in
connection with foreign proceedings initiated, including by the
Debtors;

   (f) Counseling the Debtors in connection with the formulation,
negotiation and promulgation of a plan or plans of reorganization
and any substantially similar schemes, compromises, or plans which
the Debtors may seek to propose in foreign insolvency proceedings;

   (g) Performing all other necessary or appropriate legal
services in connection with these Chapter 11 cases for or on
behalf of the Debtors consistent with the limited role of
international counsel.

Bingham Dana has not provided legal services to the Debtors prior
to the commencement of the Chapter 11 cases, but has disclosed
that it has provided legal services to creditors of the Debtors,
such as Bank of Tokyo-Mitsubishi, Citibank, FleetBoston, and
Metropolitan Life Insurance Company, from time to time in
connection with investing or lending transactions with the
Debtors. Further, Bingham advises it has represented such parties
as Deutsche Bank, Wachovia Bank and Wells Fargo Bank, as members
of ad hoc creditor committees and official creditors' committees
in other Chapter 11 cases and workouts. The firm advises it may
continue to represent certain creditors of the Debtors and various
other parties with interests which may be adverse to the Debtors
in the present cases, but only in unrelated matters unrelated.

Bingham Dana will bill Owens Corning's estates at its customary
hourly rates: partners of the firm will be charged at a rate of
$550 per hour, and the associates time will be charged at a rate
from $350 to $155 per hour. (Owens-Corning Bankruptcy News, Issue
No. 5; Bankruptcy Creditors' Service, Inc., 609/392-0900)


OWENS-ILLINOIS: Moody's Gives B1 Rating to Senior Unsecured Debt
----------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured rating
of Owens-Illinois to B1. The rating action is driven by Moody's
expectation that Owens-Illinois' free cash flow relative to its
debt will remain weak and by the limited financial flexibility of
the company. The rating action also takes into account the strong
operating fundamentals of the company. The rating outlook is
negative. Further deterioration in financial flexibility could
bring pressure on the ratings. This concludes the review for
possible downgrade initiated on November 7, 2000.

Ratings downgraded:

   a) senior debt, to B1 from Ba1

   b) senior debt shelf registration, to (P)B1 from (P)Ba1

   c) subordinated debt shelf registration, to (P)B3 from (P)Ba3

Owens-Illinois is the largest manufacturer of glass containers in
the world. Its strong presence in many markets such as North
America, South America and Europe, as well as its significant
ability to contain or reduce manufacturing costs have led it to
achieve one of the highest operating margins among packagers. Its
technological edge allows it to derive significant revenue from
equipment licensing. In 1998, the company purchased the packaging
assets of BTR for $3.6 billion. This acquisition gave Owens-
Illinois a significant presence in the Asia Pacific region. The
financing of the acquisition brought total debt level to $5,917
million by the end of 1998.

Since then, recessions in emerging markets have led to pressure on
sales. The limited ability of the company to pass on energy cost
increases until renegotiation of contracts with its clients has
increased the volatility of its operating income. For the first 9
months of 1999, operating income margin was 17.8%; for the first 9
months of 2000, it was 16.3%. An increase in the capital
expenditures program of the company and share buybacks of $226
million in 1999 have contributed to compress free cash flow. As a
result, debt had been only marginally reduced to $5,872 million by
the end of the third quarter of 2000. While recent capital
expenditures have the potential to improve cost efficiency,
Moody's expects that free cash flow will remain constrained over
the medium term and should not contribute significantly to debt
reduction.

Moody's also believes that in coming years, pressure on Owens-
Illinois' free cash flow could be accentuated by possible
increased asbestos litigation payments. Since the late seventies,
the company has been settling claims alleging harm from asbestos
exposure in the US. These filings are related to a company which
Owens-Illinois owned from 1948 to 1958. In the aggregate,
asbestos-settlement payments have been moderate, due to the
limited involvement of Owens-Illinois and the company's success in
negotiating low settlement levels. For several years, aggregate
payments were expected to taper off as the pool of potential
plaintiffs that would have been exposed to asbestos fibers on the
workplace up to 1958 would dwindle. However, several factors could
change the dynamics of asbestos litigation in general. Over the
last several years, the pool of potential plaintiffs has tended to
expand. Courts have lowered the standards of admissible claims. In
the recent past, law firms litigating these actions have become
more aggressive in seeking higher levels of settlements. Any
increase in Owens-Illinois' asbestos payments over the medium term
could bring pressure on an already constrained free cash flow.

Owens-Illinois' liquidity is provided by a $4.5 billion revolver
maturing in December 2001. Availability under the line -- at $678
million at the end of the third quarter of 2000 -- should be
sufficient to provide liquidity until maturity. However,
compliance under one of the financial covenants could be tight. A
breach of financial covenant could accelerate the need for a
refinancing of the credit facility.

Owens-Illinois is the largest manufacturer of glass containers in
North America, South America, Australia, New Zealand, and one of
the largest in Europe. OI is also a worldwide manufacturer of
plastics packaging.


PACIFICARE: Moody's Reviewing Ba3-Rated Senior Unsecured Debt
-------------------------------------------------------------
Moody's Investors Service lowered PacifiCare Health System's
senior unsecured ratings to Ba3 from Ba1 based on our belief that
the company will continue to face challenges in estimating and
controlling medical costs. Higher than expected medical cost
trends have already resulted in decreased ability to upstream
subsidiary dividends, which will likely result in a reduction in
liquidity. We will maintain our review of the ratings for possible
further downgrade due to concerns that additional deterioration in
net income, along with unexpected "incurred but not reported"
(IBNR) claims and/or more stringent regulatory requirements may
further constrain the company's liquidity position.

Moody's believes a key credit concern is PacifiCare's lack of
experience in managing risk in an environment where provider
contracting and medical cost trends demand strong medical
management. Higher than expected medical costs driven by an
acceleration of providers shifting from capitated to shared-risk
contracts as well as an increase in provider insolvency have
resulted in weaker than expected net income and earnings for
PacifiCare. We believe the company faces formidable challenges in
building expertise in medical management and underwriting, a
significant challenge even for those companies which have had
longstanding medical management infrastructures. Of particular
concern is the ability of management to estimate medical costs and
appropriately price per diem hospital contracts without adequate
information since a significant portion of providers with
capitated contracts have performed their own claims processing.

Further adding risk is the company's dependence on Medicare-risk
business, which places greater limitations on actions that
PacifiCare can take to rectify unforeseen medical cost trends.
This is evidenced by the company's earlier submission of its
Medicare ACR filings based on lower medical cost trends;
unfortunately, next year's premium and benefit levels have already
been established.

Lower net income levels are expected to result in lower dividends
to the parent through at least 2001 and 2002 . PacifiCare's
surplus levels at its regulated subsidiaries are managed to
current state-requirements which are lower than NAIC risk-based
capital (RBC) standards, yet to be enacted in some of PacifiCare's
markets, including California. Enactment of RBC standards would
likely require downstreaming of additional reserves to the
California subsidiary.

Finally, the company's bank facility, which matures on January 1,
2002, mandatorily steps-down from $1.1 billion to $950 million on
January 1, 2001, and steps-down again to $800 million in July 1,
2001. Moody's is concerned that these changes, coupled with lower
dividend capabilities, may result in liquidity constraints.

Mitigating factors include the company's decisions to freeze
membership growth in several key Medicare-risk markets and
eliminate unprofitable commercial products in certain markets;
this slowdown in growth should provide PacifiCare more time to
build needed systems. In addition, contract conversions from
capitation to shared risk appear to have slowed from earlier
rates. Furthermore, BBRA relief measures may provide some
additional funds for 2001 risk contracts.

Moody's further review of the ratings will consider the company's
longer-term turnaround strategy, the ongoing financial results of
its subsidiaries as the company attempts to manage its medical
cost trends, and the likelihood that the company may encounter
liquidity constraints as its dividend capacity declines and its
bank facility steps-down.

PacifiCare Health Systems, Inc., based in Santa Ana, California,
is a leading managed care company serving approximately 4.1
million members. With healthplans in nine states, about 60% of its
membership resides in California.


PETSMART, INC: Third Quarter Results Disappointing
--------------------------------------------------
*** 6.750% Notes due 2004 trading around 65
*** Interest payment due November 1 and May 1
*** Moody's and S&P ratings at B3 and B

PETsMART, Inc., the nation's leading pet retailer, announced that
it plans to acquire a controlling interest in PETsMART.com.

The company also announced that it anticipates reporting lower-
than-expected financial results for the third quarter of fiscal
2000, with earnings per share in the range of $0.02 to $0.03,
including the effect of tax benefits associated with previous
PETsMART.com losses, and the early retirement of debt at favorable
rates.

Under the terms of the proposed agreement with PETsMART.com,
PETsMART, Inc. will contribute $20 million in cash, as well as its
pet catalog business, which is valued at approximately $10
million, to form an integrated direct marketing subsidiary. The
cash investment will be made in two $10 million installments.

PETsMART will make the first payment when the agreement is signed,
with an equal payment during the first half of fiscal 2001. The
entire transaction will be self funded through inventory
reductions resulting from the maturation of the company's new
forward distribution centers and ongoing generation of cash from
operations. As a result of the transaction, PETsMART will hold an
81 percent interest in PETsMART.com. PETsMART will assume full
control and consolidation rights. Other terms of the transaction
were not disclosed. The transaction is expected to close in
November.

PETsMART.com, including the pet catalog business, is expected to
achieve a run rate in excess of $50 million in sales for this year
and, as the only major pet player in the e-commerce space, is
poised for stable growth in the future. Management does not
anticipate the need for additional future funding for
PETsMART.com.

"This transaction will allow us to fully capitalize on the
competitive synergies of our bricks, clicks and catalog model. In
addition, this strategic move will enhance our brand, expand our
ability to connect with customers at various touch points, and
solidify our leadership position in the pet service and supply
industry," said Phil Francis, chairman, president and chief
executive officer of PETsMART, Inc.

Francis said management will discuss the transaction further in
its quarterly conference call scheduled on Tuesday, November 28,
2000.

The company also announced that it expects to report revenues of
approximately $540 million for the third quarter ended October 29,
2000. PETsMART's third quarter financial results were impacted by
several factors, including lower-than-expected comparable store
sales of approximately 1 percent associated with a difficult
retail environment and higher-than-expected shrink levels, which
negatively impacted margins. Shrink levels in the third quarter
were impacted by residual effects resulting from last year's
difficulty in implementing the SAP system. The system is now
providing sound data, and average per-store inventories for the
third quarter are projected at $640,000, versus $765,000 for the
same period during the previous year.

The company currently projects fiscal 2000 year-end revenues of
approximately $2.23 billion and net income before PETsMART.com
losses of between $26 million and $28 million.

"Despite lower-than-expected financial results this quarter, we
maintained our momentum in fixing and developing key areas of the
business. We are significantly reducing inventories and continue
to see strong data integrity in the second half of the year,
thanks to the efforts of our technology team. The improved data is
allowing us to find and address issues such as high shrink levels,
and to eliminate future surprises," said Francis. "At the same
time, we are seeing improving sales trends as we enter the holiday
season, and we expect to report sales growth in our pet services
business in excess of 25 percent in the third quarter. Our balance
sheet and ability to generate cash remain strong, and our bank
borrowings were lower than we had planned for the quarter,
allowing us to take advantage of opportunities such as the
integration of PETsMART.com."

PETsMART will announce third quarter financial and operating
results and provide detail on the company's fourth quarter targets
on November 28, 2000. The call will be simultaneously web cast on
www.petsmart.com.

PETsMART, Inc. (NASDAQ: PETM) is the largest specialty retailer of
services and solutions for the lifetime needs of pets. The company
operates more than 530 pet superstores in the United States and
Canada and is the leading direct marketer of pet products and
information through its e-commerce site (www.petsmart.com) and its
pet and equine catalog business. PETsMART provides a broad range
of competitively priced pet food and supplies, and offers full-
service veterinary, grooming and pet training services. Since
1992, PETsMART Charities has donated more than $10 million to
animal welfare programs and, through its in-store adoption
programs, has saved the lives of more than 800,000 pets.


PSINET, INC: Milberg Weiss Announces Class Action Lawsuit On Fraud
------------------------------------------------------------------
*** 10% Notes due 2005 trading around 37
*** Interest payments due February 15 and August 15
*** Moody's and S&P ratings at B3 and B-

On November 3, 2000, a complaint was filed, alleging violations of
the federal securities laws by PSINet, Inc. (Nasdaq: PSIX) and
certain of its officers and/or directors. The class action was
commenced in the United States District Court, for the Eastern
District of Virginia, on behalf of purchasers of PSINet securities
during the period between May 9, 2000 and November 2, 2000
inclusive.

The complaint charges that defendants violated Sections 10(b) and
20(a) of the Securities Exchange Act of 1934, and Rule 10b-5
promulgated thereunder, by issuing materially false and misleading
statements to the market. A copy of the complaint can be obtained
from the Court, or can be viewed on Milberg Weiss' website at
http://www.milberg.com/psinet/

For additional information contact:

    Steven G. Schulman or Samuel H. Rudman
    One Pennsylvania Plaza, 49th Floor, New York, NY, 10119-0165
    Phone Number: (800) 320-5081
    Website: http://www.milberg.com
    Email: psinetcase@milbergNY.com


REGENT LAS VEGAS: Files for Chapter 11 Protection
-------------------------------------------------
The 16-month-old Regent Las Vegas has filed for Chapter 11
bankruptcy protection, citing as the primary culprits construction
delays and cost overruns before the property's July 1999 limited
opening. The bankruptcy filing followed a September default on $5
million worth of payments owed creditors that led to restaurant
closures, the layoff of 259 workers and the departure of a Regent
president who held his job for just two months. The Regent will
remain open, and no additional layoffs are planned, with the
property's work force having been reduced from a high of 1,700 to
1,200 following the late October firings. (New Generation
Research, Inc., 22-Nov-00)


RITE AID: Settles  Securities Class Action Lawsuits
---------------------------------------------------
*** 7.625% Notes due 2005 trading in the low 30's
*** Moody's rates notes at Caa

Rite Aid Corporation (NYSE, PSE: RAD) announced that it has
reached an agreement to settle the consolidated securities class
action lawsuits pending against the Company in the U.S. District
Court for the Eastern District of Pennsylvania and the derivative
lawsuits pending there and in the U.S. District Court for
Delaware.

Charges in the suits relate primarily to certain accounting
practices and financial reporting under former management.
"This settlement eliminates a large uncertainty surrounding Rite
Aid and doesn't require any cash other than funds from insurance,"
said Bob Miller, Rite Aid chairman and chief executive officer,
who joined the company last December. "This is a major step in
putting the past behind us as we continue to focus our attention
and resources on our primary objective--operating first-class
drugstores."

Under the agreement, which must be approved by the Courts, Rite
Aid will pay $45 million in cash, which will be fully funded by
Rite Aid's officers' and directors' liability insurance, and issue
shares of Rite Aid common stock in 2002. The shares will be valued
over a 10-day trading period in January 2002.

If the value determined is at least $7.75 per share, Rite Aid will
issue 20 million shares. If the value determined is less than
$7.75 per share, Rite Aid has the option to deliver any
combination of common stock, cash and short-term notes, with a
total value of $155 million.

As additional consideration for the settlement, Rite Aid will
assign to the plaintiffs all of its claims against three former
Rite Aid executives--Martin Grass, former chairman and chief
executive officer; Timothy Noonan, former president and chief
operating officer; and Frank Bergonzi, former chief financial
officer--and all of its claims against the Company's former
outside auditors, KPMG, LLP.

The timing and manner of distribution of the settlement to members
of the class will be subject to a plan of distribution to be
developed by plaintiffs' counsel, subject to court approval.
Questions concerning the terms of the settlement should be
directed to co-lead counsel for the class: David Bershad (212-594-
5300) and Sherrie Savett (215-875-3071)

Rite Aid Corporation is one of the nation's leading drugstore
chains with annual revenues of more than $14 billion and
approximately 3,800 stores in 30 states and the District of
Columbia.

Rite Aid owns approximately 15 percent of Advance Paradigm, Inc.,
the nation's largest pharmacy benefits management and health
improvement company, and approximately 15 percent of
drugstore.com, a leading online source for health, beauty and
pharmacy products.

Information about Rite Aid, including corporate background and
press releases, is available through the company's website at
www.riteaid.com.


SERVICE CORP: Death Care Company Reports Improved 3Q Results
------------------------------------------------------------
Service Corporation International (NYSE: SRV), the world's largest
funeral and cemetery company, today announced results for the
third quarter of 2000 of $.07 per diluted share ($.07 basic) from
continuing and discontinued operations exclusive of non-recurring
items described below. For the three months ended September 30,
1999, the Company reported earnings of $.12 per diluted share
($.12 basic) from continuing and discontinued operations.

In the third quarter of 2000, the Company recognized pretax gains
of $30.1 million associated with the completion of the sales of
the Company's discontinued insurance operations in North America
and France. After recognizing taxes of $73.8 million associated
with these gains described in more detail later in this press
release, the Company recognized after tax losses of $43.7 million
or $.16 per diluted share ($.16 basic) associated with the
completion of these sales. With the inclusion of these non-
recurring losses, the Company reported a loss of $.09 per diluted
share ($.09 basic) for the third quarter of 2000.

For the nine months ended September 30, 2000, the Company reported
earnings of $.44 per diluted share ($.44 basic), excluding non-
recurring items during the period defined as extraordinary gains
on early extinguishments of debt, restructuring and non-recurring
charges and net losses associated with the sales of the Company's
discontinued insurance operations. Including these non-recurring
items, the Company reported earnings of $.33 per diluted share
($.33 basic) for the nine months ended September 30, 2000. For the
nine months ended September 30, 1999, the Company reported
earnings of $.76 per diluted share ($.76 basic), exclusive of non-
recurring items during the period defined as extraordinary gains
on early extinguishments of debt and restructuring and non-
recurring charges. Including these non-recurring items, the
Company reported earnings of $.56 per diluted share ($.56 basic)
for the nine months ended September 30, 1999.

The Company continued to see substantial improvement in operating
free cash flow and the reduction of its debt during the third
quarter of 2000. For the nine months ended September 30, 2000, the
Company reported operating free cash flow of $177.3 million, an
improvement of over $200 million compared to the same period of
1999. With the combination of this operating free cash flow and
$340 million in after tax cash proceeds received from asset sales,
the Company reduced its total debt by over $425 million or 11% in
the third quarter of 2000 to $3.33 billion.

Commenting on the results of the third quarter of 2000, SCI
Chairman and Chief Executive Officer, Robert L. Waltrip, said:
"Over the past 12 months, we have reduced our total debt by over
$868 million or 21% compared to our debt balance of $4.2 billion
at September 30, 1999. We have accomplished this through the
execution of our strategic plan designed to increase our operating
free cash flow, sell non- core assets and reduce our debt. We were
also pleased to see our internal growth initiatives, such as
Dignity Memorial(TM) and customer satisfaction initiatives, start
to take effect in the performance of our North America funeral
operations in the third quarter of 2000. We will continue to
implement our internal growth initiatives and enhance our cash
flows while we now focus on the execution of additional phases of
our strategic plan designed to substantially reduce or eliminate
our indebtedness maturing in 2002."

                     Funeral Segment Results

Funeral segment revenues for the third quarter of 2000 were $452.1
million compared to $469.1 million for the third quarter of 1999.
Funeral segment gross profits were $65.0 million for the three
months ended September 30, 2000 compared to $64.7 million for the
same period of 1999. The funeral segment gross margin percentage
was 14.4% for the third quarter of 2000 compared to 13.8% for the
same period of 1999.

The Company's North American funeral service results exceeded the
Company's expectations in the third quarter of 2000 primarily as a
result of an increase in the number of deaths in its North
American funeral service markets compared to the same period of
1999. The Company believes it maintained its respective market
share in its North America funeral service markets during the
third quarter of 2000. The Company's European funeral service
locations performed below the Company's expectations in the third
quarter of 2000. The Company continued to experience negative
foreign currency translation effects as well as soft death rates
in Europe during the third quarter of 2000. For the third quarter
of 2000 compared to the same period of 1999, European funeral
segment revenues and gross profits were negatively affected by
approximately $26 million and $1.7 million, respectively, from
negative foreign currency translations, primarily related to the
Euro. The Company experienced slight losses in market share in the
Company's European funeral service markets during the third
quarter of 2000, primarily resulting from the restructuring of the
Company's European operations in 1999 and 2000.

The Company's North America funeral service locations performed
approximately 71,100 funeral services during the third quarter of
2000, an increase of 1.2% compared to the third quarter of 1999
and also exceeded the Company's expectations. The average revenue
per funeral service for all funeral services performed in North
America during the third quarter of 2000 was $3,883, an increase
of 1% over the third quarter 1999 average revenue per funeral
service of $3,845. The average revenue per funeral service
performed in North America from previously prearranged funeral
contracts was $3,606, an increase of 1.4% per funeral service over
the third quarter 1999 corresponding average of $3,555. For the
three months ended September 30, 2000, 27.8% of all funeral
services performed in North America were previously prearranged
funeral contracts compared to 27.4% in the third quarter of 1999.

In the Company's European funeral service locations, approximately
58,200 funeral services were performed in the third quarter of
2000, a decrease of 8.7% compared to the third quarter of 1999.
The average revenue per funeral service in the Company's European
funeral service locations increased approximately 4.5% in the
third quarter of 2000 compared to the same period of 1999,
excluding the negative effect of foreign currency translations.
Of the total mix of funeral services performed by the Company in
North America, 36.8% were cremation cases in the third quarter of
2000, which is equivalent to the percentage in the second quarter
of 2000 and compares to 33.9% in the third quarter of 1999. Of the
total cremation cases in the third quarter of 2000, approximately
64% were cremations with memorialization services versus immediate
cremation cases, a substantial improvement over the 52%
experienced in the third quarter of 1999. Cremations with
memorialization services generally have an average revenue per
case of approximately $2,300 in the Company's North America
funeral service locations compared to an average revenue per case
of approximately $1,300 for immediate cremations. The Company's
strategy for cremation trends in North America is to continue the
movement towards performing cremations with memorialization
services as well as to offer enhanced and additional cremation
products and services to North America cremation consumers. This
is being accomplished through programs such as the Company's
Dignity Memorial(TM) cremation memorialization packaged funeral
plans, which offer the consumer a broad array of choices of
products and services for memorialization.

                     Cemetery Segment Results

Cemetery segment revenues for the third quarter of 2000 were
$204.8 million compared to $233.8 million in the third quarter of
1999. Cemetery segment gross profits were $46.6 million for the
three months ended September 30, 2000, compared to $56.6 million
for the same period of 1999. The cemetery gross margin percentage
was 22.8% in the third quarter of 2000, compared to 24.2% in the
third quarter of 1999.

The decrease in cemetery segment revenues and gross profits in the
third quarter of 2000 compared to the same period of 1999 was
attributable to decreases in realized investment earnings and
capital gains from the Company's cemetery trust funds and
decreases in the results of core North America cemetery
operations. Of the $10 million decrease in cemetery gross profits
in the third quarter of 2000 compared to the same period of 1999,
approximately $4.8 million is the result of reduced realized
investment earnings and capital gains from the Company's cemetery
trust funds. The remaining $5.2 million decrease in cemetery gross
profits is attributable to core North America cemetery operations,
resulting from the significant changes to cemetery compensation
plans in 2000 and a higher mix of cemetery heritage property
sales. Cemetery heritage property sales have a lower gross profit
margin than sales of cemetery merchandise and services.

                    Discontinued Operations

In the second quarter of 2000, the Company announced definitive
agreements for the sale of its wholly owned insurance operations,
American Memorial Life Insurance Company (AMLIC) and Auxia.

Accordingly, the Company's insurance operations reportable segment
is reported as discontinued operations in the Company's financial
statements. As previously mentioned, the Company recognized pretax
gains of $30.1 million and associated tax provisions of $73.8
million (of which only $24.9 million is currently payable) during
the third quarter of 2000 as a result of completing the sales of
AMLIC and Auxia. The unusual relationship between the pretax gains
and tax provisions is primarily due to the requirement to
recognize at the time of sale the effects of Accumulated Other
Comprehensive Losses of $43.1 million through the statement of
operations with no corresponding tax benefit, and the adverse
effect of being taxed on the Auxia gain at both the United States
and foreign level without corresponding benefit from United States
foreign tax credits. Accumulated Other Comprehensive Losses
primarily represented net unrealized losses on securities and
foreign currency translation previously reported as a separate
component of stockholders' equity.

Revenues from discontinued operations were $91.4 million in the
third quarter of 2000 compared to $68.7 million in the third
quarter of 1999. Gross profits from discontinued operations for
the three months ended September 30, 2000 were $8.2 million
compared to $4.9 million for the same period of 1999. The results
from discontinued operations were in line with Company's
expectations for the third quarter of 2000.

             Operating Free Cash Flow and Debt Balance

The Company has expectations of operating free cash flow for full-
year 2000 in the range of $100 million to $250 million. Operating
free cash flow was previously defined in the Company's Form 10-Q
for the second quarter of 2000. For the nine months ended
September 30, 2000, the Company's operating free cash flow was
$177.3 million, compared to negative operating free cash flow of
$29.1 million for the nine months ended September 30, 1999. The
Company has achieved this improvement of over $200 million in
operating free cash flow through several cash flow initiatives,
despite trends of increasing cash interest payments made by the
Company. The Company's cash flow initiatives included the
suspension of the quarterly cash dividend and acquisition program,
the reduction of capital expenditures compared to historical
levels, the efficient retrieval of funds due to the Company from
certain funeral and cemetery trusts and the realignment of preneed
cemetery and prearranged funeral sales structures to become more
cash flow positive. Included in the operating free cash flow of
$177.3 million above is $103.3 million of funds received from
certain funeral and cemetery trusts. A portion of these funds were
received as a result of collecting receivables due to the Company
from these trust funds related to prearranged funeral contracts
that became atneed funeral services performed by the Company. The
remaining portion was related to the distribution of trust fund
income to the Company by the trust funds under the applicable
state laws. Approximately $96.6 million of the $103.3 million of
trust funds received in 2000 are considered non- recurring
receipts of funds.

The Company has expectations of total debt at the end of 2000 to
be in the range of $3.3 billion to $3.6 billion. As of September
30, 2000, the Company reported total debt of $3.33 billion. The
Company was able to substantially reduce its total debt in the
third quarter of 2000 primarily as a result of $340 million in
after tax cash proceeds from the closing of the sales of AMLIC,
Auxia and certain loans of the Company's lending subsidiary. The
Company's percentage ratio of operating free cash flow to total
debt improved to 5.3% for the nine months ended September 30, 2000
compared to a negative .7% ratio for the same period of 1999.
Commenting on the debt reduction during the third quarter of 2000,
SCI Chief Financial Officer, Jeffrey E. Curtiss, said:

"We continue to be pleased with the execution of our initiatives
to achieve our operating free cash flow and debt reduction
targets. At September 30, 2000, our total debt is already at the
bottom of our revised year-end 2000 targeted debt range of $3.3
billion to $3.6 billion. We are in compliance at September 30,
2000 with our financial covenants associated with our revolving
credit facilities and, as stated before, will continue to be in
compliance for the remainder of 2000. The covenant calculations
are defined in our credit facility filed with the SEC as exhibits
to our 1999 Form 10-K."

                  International Operations Update

Subsequent to the third quarter of 2000, the Company reorganized
leadership of its European Operations by establishing an Office of
the Chairman-Europe comprised of Bud D. Hunter, Vice Chairman of
SCI, Thomas L. Ryan, Vice President of International Operations,
and other key European executives. The Office of the Chairman-
Europe will determine the appropriate structure and actions needed
to continue the Company's strategic plan to enhance the value of
the European Operations. According to the strategic plan, the
Company may seek joint ventures with strategic partners in order
to enhance future internal growth and incremental cash flows.

Also subsequent to the third quarter of 2000, the Company
completed the sale of a 21% minority interest in the stock of the
Company's United Kingdom Operations. The minority interest in the
stock was sold to executives of the Company's United Kingdom
Operations. These operations are primarily capitalized by 265
million pounds Sterling of Eurobond debentures issued in 1995
after the acquisition of the United Kingdom Operations by the
Company. The sale of the minority interest in the stock created a
substantial loss for the Company, which will be recognized in the
fourth quarter of 2000. The loss created by this transaction will
contribute to offsetting taxes paid on gains by the Company from
asset sale transactions.

                        SAB No. 101 Update

The Company, together with other members of the death care
industry, is continuing its discussions with the Securities and
Exchange Commission with regard to Staff Accounting Bulletin No.
101, "Revenue Recognition in Financial Statements" (SAB No. 101).
Final resolution of these discussions with the SEC with regard to
SAB No. 101 is expected soon; however, it is not expected to have
an impact on the Company's consolidated cash flows nor compliance
with the Company's existing credit agreements. However, resolution
of these discussions will likely have a material impact on the
Company's consolidated financial statements and on the manner in
which the Company records preneed sales activities.


SEVEN SEAS: Oil/Gas Firm Reports 3Q Net Loss
--------------------------------------------
*** 12.5% Notes due 2005 trading around 30
*** Moody's rates notes at Caa

Seven Seas Petroleum Inc. (AMEX:SEV)(TSE:SVS.U) announced results
for the three months and nine months ended Sept. 30, 2000.

For the third quarter of 2000, the Company reported a net loss of
$222,000 or $0.01 per share, on total revenue of $2.3 million as
compared with a net loss of $1.3 million or $0.03 per share on
revenue of $828,000 in the third quarter of 1999.

For the first nine months of 2000, the Company reported a net loss
of $4.6 million or $0.12 per share on revenue of $3.4 million, as
compared with a net loss of $6.2 million or $0.16 per share on
revenue of $2.7 million in the first nine months of 1999.

The positive variance in the net loss for third quarter of 2000
versus third quarter of 1999 was primarily due to the commencement
of post-exploration phase production from the Guaduas oil field on
Aug. 9, 2000. Between Aug. 9, 2000 and Sept. 30, 2000, the Guaduas
oil field produced approximately 180,000 barrels of oil (81,000
net to Seven Seas), generating approximately $1.9 million in net
oil and gas revenues to Seven Seas.

"We intend to continue to truck production from the Guaduas oil
field to generate revenue while the pipeline is being constructed
in the field," stated Robert A. Hefner III, chairman and chief
executive officer of Seven Seas. "We are currently focused on
securing the financing for the costs of the development of the
field, including the pipeline and development wells, as well as
the costs of the subthrust exploration well," concluded Mr.
Hefner.

               2000 Shareholders Meeting Update

Seven Seas reported that the U.S. Securities and Exchange
Commission ("SEC") continues to review the Company's preliminary
proxy materials for the 2000 shareholders meeting and the proposed
migration of the Company's place of incorporation from the Yukon
Territory, Canada to the Cayman Islands. The Company cannot
predict when the SEC review will be completed.

Seven Seas Petroleum Inc. is an independent oil and gas
exploration and production company operating in Colombia, South
America. Seven Seas' primary emphasis is on further exploration,
development and production of the Guaduas oil field, located in
Colombia's prolific Magdalena Basin.


SPRINT CORP: Moody's Holds Baa1 Rating But Says Outlook Negative
----------------------------------------------------------------
Moody's Investors Service has confirmed the ratings of Sprint
Corporation (Baa1, senior unsecured) and its subsidiaries, but has
changed the rating outlook on the long-term securities to negative
from stable. The outlook change reflects the pressure Sprint's
capital needs place on its long-term debt ratings. These capital
needs are the direct result of intensifying industry-wide
competition. As a result, deleveraging through cash flow growth
has occurred at a slower pace than Moody's expected. The combined
effect of increased capital spending and slower than expected cash
flow growth will require Sprint to seek $5 billion of additional
financing in 2001, in a capital market environment that is
currently difficult.

It is Moody's opinion that the successful issuance of $3 billion
in PCS equity in the first half of 2001 is less than certain. The
stock price of PCS is down significantly from its 52 week high,
with most of the fall coming only recently. Unless its stock price
improves, the company may elect to raise more debt to fulfil its
projected capital needs. Otherwise, capital spending will have to
be scaled back and this could weaken Sprint's overall competitive
position. As an alternative, Sprint has stated it could monetize
some wireless towers at a market value of $1-2 billion, but
Moody's views the sale and lease back of wireless towers as debt
like. At present, Sprint's financial leverage is high for its
rating category and Moody's expects absolute debt levels to
continue to rise over the next year as the company expands the
breadth and capacity of the PCS network, invests in its data/IP
infrastructure, and rolls out its MMDS and ION initiatives.

Moody's believes Sprint's exposure to weakness in the long
distance industry is partially offset by the reduced marketing
efforts of its 2 largest competitors, the stickier bundled long
distance relationships with its local telephony customers, and the
recent reduction in access charges. Sprint also benefits from the
stability of its local telephony business, which accounted for
over 20% of consolidated third quarter revenues and from strong
revenue growth in data/IP services. Despite the inherently
competitive nature of the wireless industry, Moody's is also
encouraged by the historical performance of Sprint PCS. The PCS
Group's 100% digital customer base and high capacity CDMA network
may provide significant cost advantages as the network migrates to
2.5G and 3G services.

Maintenance of the Baa1 senior unsecured rating is dependent on
Sprint's ability to contain leverage in the short-term and
continue to demonstrate the likelihood that its various growth
initiatives will deliver robust and timely cash flows.

The following ratings have had a change in outlook to negative:

   A) Sprint Corporation -- senior unsecured notes, rated Baa1;
       senior unsecured shelf, rated (P)Baa1; long term issuer
       rating, Baa1.

   B) Sprint Capital Corporation -- senior unsecured notes, rated
       Baa1; senior unsecured shelf, rated (P)Baa1.

   C) Carolina Telephone & Telegraph Company -- senior unsecured
       notes, rated A2, senior unsecured self, rated (P)A2.

   D) Central Telephone Company -- senior secured medium-term
       notes, rated A1.

   E) Centel Capital Corp. -- senior unsecured notes, rated Baa1.

   F) United Telecommunications Inc. -- senior unsecured notes,
       rated Baa1; senior unsecured medium-term notes, rated Baa1.

   G) United Telephone Co. of Florida -- senior secured notes,
       rated A1.

   H) United Telephone Co. of Ohio -- senior secured notes, rated
       A1; senior secured shelf, rated (P)A1.

   I) United Telephone Co. of Pennsylvania -- senior secured
       notes, rated A1.

   J) Sprint Spectrum L.P. -- senior unsecured notes, rated Baa2.

Sprint Corporation is a global communications company
headquartered in Westwood, Kansas.


SUN HEALTHCARE: Stipulates to Lift Stay for Litigation Claim
------------------------------------------------------------
The Debtors consent to lift the automatic stay to permit Jane
Welsh Harrington and her representative Judith, H. Munson to
prosecute State Court Action pending before the Circuit Court in
and for Walton County, Florida (Case: No. 98-0099-CA).

Ms. Harrington allegedly sustained injuries at the faility: Sea
Side Retirement, Inc. d/b/a SunPointe Senior Living - Sandestin.
The parties agree that Claimant may enforce settlement or
disposition in the court action to the extent such claims are
covered by proceeds from any applicable Sun liability insurance
policies.

Judge Walrath has given her stamp of approval to the agreement.
(Sun Healthcare Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


UNIVERA HEALTHCARE: S&P Affirms Bpi Rating, Citing Weak Liquidity
-----------------------------------------------------------------
Standard & Poor's has affirmed its single-'Bpi' financial strength
rating on Univera Healthcare WNY.

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

This not-for-profit corporation is licensed in New York.

Major Rating Factors:

   -- Risk-based capitalization is weak, as indicated by a
      Standard & Poor's capital adequacy ratio of 65.5% at year-
      end 1999.

   -- Earnings are weak, as measured by a Standard & Poor's
      earnings adequacy ratio of 40%.

   -- Liquidity is weak, with a Standard & Poor's liquidity ratio
      of 85.8%. Enrollment growth is adequate, based on an average
      enrollment growth of 0.5% over the past three years.


UNIVERA HEALTHCARE: S&P Affirms CCCpi Financial Strength Rating
---------------------------------------------------------------
Standard & Poor's has affirmed its triple-'Cpi' financial strength
rating on Univera Healthcare-CNY Inc. (formerly Health Services
Medical Corp. of Central New York Inc.).

The rating reflects extremely weak risk-based capitalization and
earnings, as well as weak liquidity.

This not-for-profit company, incorporated in New York, is
controlled by Univera Healthcare Foundation Inc.

Major Rating Factors:

   -- Risk-based capitalization is extremely weak, as indicated by
      a Standard & Poor's capital adequacy ratio of 20.5% at year-
      end 1999.

   -- Operating performance has been weak, although earnings
      rebounded with a net gain of $1.3 million in 1999 from a net
      loss of $1.6 million in 1998.

   -- Liquidity is weak, with a Standard & Poor's liquidity ratio
      of 57.4%. Enrollment is weak, based on an average enrollment
      decline of 4.3% over the past three years.


USURF AMERICA: Failure To Expand Services Pulls Down 3Q Results
---------------------------------------------------------------
USURF America, Inc. (AMEX:UAX), a provider of Fixed-Wireless
Internet access products, including Quick-Cell(TM), reported that
revenues for the nine months ended September 30, 2000, fell about
10% from last year's results, from $2.04 million to $1.82 million.

The primary reason behind the decline lies in the company's
decision to focus all available resources on the exploitation of
its Fixed-Wireless Internet access products. The change of
emphasis was made during the first quarter of 2000, but its
effects were more apparent during the third quarter than the
second quarter. The company also reported a net loss of $9.06
million for the 2000 period, compared to a net loss of $5.61
million for the 1999 period. In both periods, non-cash charges
accounted for the vast majority of the loss.

The company indicated that its net loss reported for both periods
was attributable in large measure to non-cash charges related to
the acquisition of its CyberHighway ISP subsidiary and other
businesses during 1999 and the first part of 2000. These
acquisitions resulted in large depreciation and amortization
charges associated with the acquired customer bases, goodwill and
other intangibles. The expensing of stock issuances for consulting
services during both periods accounted for a significant portion
of the periods' respective net losses. However, in an effort to
have CyberHighway achieve a positive cash flow position in the
very near term, deep personnel reductions were made at the end of
the third quarter, the effects of which were immediate. In
conjunction with these personnel reductions, CyberHighway
contracted for a third party to provide all "back-room" services.
These measures have had the desired effect in the short-term,
without a perceptible drop in performance or customer service. The
operating results for the last quarter of 2000 are expected to
reflect these improved fundamentals.

"Because of our investment banking relationship and our funding
agreement, the USURF America philosophy remains firm and the
company poised to achieve its goal: to change the way businesses
and people access the Internet, to rescue our customers from a
dial-up existence by providing them with high-speed, low-cost
Fixed-Wireless Internet access," said David Loflin, USURF
America's president.

As the company announced in early October, CyberHighway continues
to defend itself vigorously against an involuntary bankruptcy
petition, a petition believed by CyberHighway to be groundless and
in bad faith. Currently, settlement negotiations are ongoing, and
CyberHighway is optimistic about having the petition dismissed in
the near future. However, readers should note that no prediction
can be made with respect to final outcome of this proceeding.


WHX CORP: Announces $21.1 M Loss for Third Quarter Results
----------------------------------------------------------
WHX Corp. (NYSE: WHX) reported a net loss of $21.1 million, on
sales of $446.9 million, for the third quarter of 2000 compared
with net income of $11.1 million, on sales of $447.6 million, for
the third quarter of 1999. After deducting preferred dividends,
net loss per common share was $1.84 for the third quarter of 2000
compared with $.34 net income per common share for the third
quarter of 1999.

As previously announced, on November 16, 2000 Wheeling Pittsburgh
Corporation and six of its wholly-owned subsidiaries (WPC Steel
Group) filed for reorganization under Chapter 11 of the U.S.
Bankruptcy Code. In a related release Ronald LaBow, Chairman of
the Board of WHX said, "In the face of the deteriorating market
conditions for the domestic integrated steel industry, we believe
this filing by WPC's management is in the best interests of WPC's
creditors, employees and customers, as well as WHX shareholders."
"The action by WPC neither involves nor affects other WHX
subsidiaries or their operations. We expect it to be business as
usual for the employees and vendors of Handy & Harman, Unimast and
Wheeling Entertainment," Mr. LaBow said.

               Operating Results and Investment Returns

For the third quarter of 2000, WHX reported a consolidated
operating loss of $5.5 million, compared to an operating income of
$17.6 million in the third quarter of 1999.

WHX's earnings before interest, taxes, depreciation and
amortization, non-cash pension and OPEB benefits and other income
totaled $19.9 million in the third quarter of 2000, compared to
$42.4 million for the third quarter of 1999.

WHX's other income was $5.9 million in the third quarter 2000 as
compared to $21.2 million in the third quarter of 1999. The
decrease in other income is due primarily to the difference
between realized and unrealized gains on short-term investments in
fixed income securities and marketable equity securities.

                         WPC Steel Group

The Company's WPC operations reported a third quarter 2000
operating loss of $19.1 million compared to $3.1 million of
operating income in the comparable period of 1999. WPC's third
quarter 2000 operating results reflect a decrease of 10.6% in
steel shipments, a decrease of 0.7% in steel prices, all due to
very high levels of steel imports.
Earnings before interest, taxes, depreciation and amortization,
non-cash pension and OPEB benefits and other income were a
negative $(1.2) million in the third quarter of 2000, compared to
$21.0 million for the third quarter of 1999.

Other expense was $1.3 million in the third quarter 2000 as
compared to $.5 million in the third quarter of 1999. The increase
in other expense reflects lower equity income from joint venture
operations, increased securitization fees and lower royalty income
earned.

                       WHX Non-Steel Group

Handy & Harman (H&H) reported operating income of $12.7 million in
the third quarter 2000, ahead of $11.9 million of operating income
in the third quarter 1999. The improved results in the third
quarter of 2000 were driven by stronger sales to the electronics
and specialty tubing markets.

Unimast Incorporated reported operating income of $2.5 million in
the third quarter of 2000 compared to $4.0 million in the third
quarter of 1999. Operating profit was down, despite higher
shipments, reflecting selling price declines in excess of raw
material cost decreases.

Earnings before interest, taxes, depreciation and amortization,
non-cash pension and OPEB benefits and other income totaled $21.1
million in the third quarter of 2000, compared to $21.3 million
for the third quarter of 1999.

Other income was $7.2 million in the third quarter 2000 as
compared to $21.7 million in the third quarter of 1999. The
decrease in other income is due primarily to the difference
between realized and unrealized gains on short term investments in
fixed income securities and marketable equity securities.

                    Liquidity and Capital

WHX Non-Steel Group

At September 30, 2000, total liquidity of the WHX Non-Steel Group,
comprising cash, short-term investments (net of related investment
borrowings) and funds available under bank credit facilities,
totaled $194.3 million. At September 30, 2000, funds available
under WHX Non-Steel Group's credit facilities totaled $49.6
million.

WPC Steel Group

At September 30, 2000 total liquidity of the WPC Steel Group was
$10.4 million representing funds then available under its
Revolving Credit Facility.

On November 16, 2000, in connection with the Chapter 11 Filing,
the WPC Steel Group, as borrowers, and Citibank, N.A., as Initial
Issuing Bank and Citicorp USA, Inc., as Administrative Agent
entered into a Debtor in Possession Credit Agreement ("DIP Credit
Agreement"), to provide (1) a $35.0 million term loan which will
be fully drawn at closing and (2) a Revolving Credit Facility of
up to $255.0 million to refinance certain obligations of the WPC
Group to provide working capital for the WPC Group and for other
general corporate purposes. The DIP Credit Agreement includes a
$25.0 million sublimit for letters of credit. The DIP Credit
Agreement expires November 16, 2002. Revolving credit interest
rates are based on the Citibank Base Rate plus 2.00% and/or a
Eurodollar rate plus 3.00%. The margin over the prime rate and the
Eurodollar rate can fluctuate based upon performance. Term Loan
interest rates are 13.0% cash pay plus 3.0% deferred. Borrowings
outstanding under the DIP Credit Agreement at November 16, 2000
included $35.0 million term loan, $163.0 million in revolving
credit borrowings, and letters of credit outstanding under the DIP
Credit Agreement were $17.0 million. The DIP Credit Agreement
Facility will be secured by substantially all assets of WPC and
WPSC


WICKES INC: Launches Tender Offer for 11-5/8% Notes Due 2003
------------------------------------------------------------
Wickes Inc. (Nasdaq: WIKS) announced that it has commenced a cash
tender offer for its outstanding 11-5/8% Senior Subordinated Notes
due 2003. The outstanding principal amount of Notes is $100
million.

In connection with the tender offer, the Company is also
soliciting consents for the elimination of certain covenants in
the indenture relating to the Notes.

The tender offer expires Wednesday, December 20, 2000 at 12:00
midnight, New York City time. The consent solicitation expires on
Tuesday, December 12, 2000 at 5:00 p.m. New York City time.
Payments for validly tendered Notes will be made three business
days following the expiration of the offer.

Under the terms of the offer, Wickes is offering to purchase its
outstanding 11-5/8% Senior Subordinated Notes at a purchase price
of $605 per $1,000 principal amount of Notes, plus accrued and
unpaid interest to but excluding the payment date. Holders
tendering their Notes before the expiration of the consent
solicitation will receive, in addition to the purchase price, a
consent payment equal to $30 per $1,000 principal amount of Notes.
Holders tendering their Notes after the expiration of the consent
solicitation will receive the purchase price only.

A valid tender of the Notes in the offer will require the holders
to consent to certain proposed amendments to the indenture
governing the Notes. Such amendments will substantially eliminate
all the restrictive covenants (other than payment covenants)
contained in the indenture.

The offer is conditioned on receipt of the consents of holders of
a majority in aggregate principal amount of the outstanding Notes
not owned by the Company or its affiliates. However, the Company
reserves the right to waive this condition and accept all tendered
Notes regardless of whether the consent solicitation is successful
and the proposed indenture amendments are adopted. If the Company
were to purchase the Notes on the date hereof pursuant to the
terms of the offer, the indenture covering the Notes in its
current form would permit the Company to borrow the necessary
funds without the adoption of the proposed indenture amendments.
Subject to applicable law, Wickes may amend, extend or terminate
the tender offer and consent solicitation at any time. The offer
and consent solicitation are made only upon, and is subject to,
the terms and conditions contained in Wickes' Offer to Purchase
and Consent Solicitation statement dated and mailed to registered
holders November 21, 2000.

Questions or requests for assistance concerning the offer should
be directed to Banc of America Securities LLC, which will act as
the exclusive Dealer Manager for the offer, at (704) 388-2842
(collect), or (888) 292-0070 (toll free). Requests for additional
copies of any documents may be directed to the information agent,
D.F. King & Co., Inc., at (800) 488-8095 (toll free), or (212)
269-5550 (banks and brokers - collect). The depositary agent is
Bankers Trust Company.

Wickes Inc. is a leading distributor of building materials and
manufacturer of value-added building components in the United
States, serving primarily building and remodeling professionals.
Wickes Inc.'s web site, http://www.wickes.comoffers a full range  
of valuable services about the building materials and construction
industry. The company is traded on the Nasdaq stock market under
the stock symbol WIKS.


* Bond pricing for the week of November 27, 2000
------------------------------------------------
Data is supplied by DLS Capital Partners, Inc. Following are
indicated prices for selected issues:

AMC Ent. 9 1/2 '11                         60 - 62
Amresco 9 7/8 '05                          54 - 56
Advantica 11 1/2 '08                       46 - 48
Asia Pulp & Paper 11 3/4 '05               41 - 43
Carmike Cinema 9 3/8 '09                   25 - 27
Conseco 9 '06                              64 - 66
Fruit of the Loom 6 1/2 '03                42 - 45(f)
Federal Mogul 7 1/2 '04                    19 - 21
Genesis Health 9 3/4 '05                    9 - 11(f)
Globalstar 11 1/4 '04                      11 - 12
Oakwood Homes 7 7/8 '04                    27 - 31
Owens Corning 7 1/2 '05                    23 - 25(f)
Paging Network 10 1/8 '07                  16 - 19(f)
Revlon 8 5/8 '08                           53 - 55
Saks 7 '04                                 65 - 68
Trump Atlantic 11 1/4 '06                  62 - 64
TWA 11 3/8 '06                             30 - 32
Xerox 5 1/2 '03                            63 - 66


                           *********

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
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The TCR subscription rate is $575 for six months delivered via e-
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for the term of the initial subscription or balance thereof are
$25 each. For subscription information, contact Christopher Beard
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                * * * End of Transmission * * *