TCR_Public/001128.MBX         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, November 28, 2000, Vol. 4, No. 232

                           Headlines

2-INFINITY.COM: Needs $2.7MM Additional Funding to Stay Open
AHT CORP: BioShield Deal Falls Apart; Cybear Next in Line
AMERICAN ECO: Court Establishes December 28 Claims Bar Date
ARKOOSH PRODUCE: Judge Pappas Rules Rents Pay Mortgage Holders
ARMSTRONG WORLD: Moody's Junks All Debt Ratings

C-PHONE: Video Communications Firm Considers Merger/Liquidation
CARMIKE CINEMAS: Committee Suggests Serving Pleadings by E-Mail
CAROLINA PREMIER: Asset Sale Deal in the Works
CERPLEX GROUP: Seeks Exclusivity Extension through January 22
CFI MORTGAGE: Retains Responsive for Investor Relations Work

CLARIDGE AT PARK PLACE: Lease Decision Period Runs to Dec. 31
CMR CONSTRUCTION: Creditors File Involuntary Petition
CROWN CORK: Investors Re-evaluates Costly Asbestos Claims
DIMAC HOLDINGS: Confirmation Hearing Scheduled for Dec. 19
DRKOOP.COM: Appoints John N. Caldwell As VP of Customer Operations

DRYPERS CORP: Taps Wasserstein Perella as Financial Advisor
DUKE & LONG: Files for Chapter 11 in Delaware
ELDER-BEERMAN: Opens New Concept Store in Sheboygan, Wisconsin
ELECTRO-CATHETER: Company Objects to UST's Motion to Convert
ENTERTAINMENT INTERNET: Files for Chapter 11 Protection

FACTORY CARD: Asks for Exclusivity Extension through March 30
FARMERS COOPRATIVE: Morrison & Hecker to Represent Committee
GC COMPANIES: US Trustee Convening Creditors' Meeting on Dec. 18
GENESIS HEALTH: Bankruptcy Court Fixes Dec. 19 Claims Bar Date
GEORGE WASHINGTON: S&P Assigns Bpi Rating Citing Weak Earnings

GRAND UNION: Great Atlantic Alleges C&S Rigged the Auction
GWI INC: Committee Selects Jones Day & Richards Layton as Counsel
HANDY & HARMAN: Disclosure Statement Set for January 4
HARNISCHFEGER: Taking Bids for Corporate Headquarters
JODA INC: Disclosure Statement Hearing Commences on Dec. 14

MASTER GRAPHICS: Files Joint Reorganization Plan with Premier
MEDALLION FUNDING: Fitch Places Senior Secured Debt on Watch
NATIONAL BENEVOLENT: Fitch Places Bonds on Rating Watch Negative
PSINET, INC: Securities Fraud Complaints Continue to Roll In
TAL WIRELESS: Plan Heads to Confirmation on December 21

SUMMERLIN RESORT: Case Summary and 25 Largest Unsecured Creditors
WATERBURY, CT: Fitch Cuts General Obligation Bond Rating to BBB-

                           *********

2-INFINITY.COM: Needs $2.7MM Additional Funding to Stay Open
------------------------------------------------------------
After implementing a comprehensive restructuring plan this month,
telecommunications specialist 2-Infinity.com Inc. needs $2.7
million to keep its doors open for the next six months,
LocalBusiness.com reports.  Cash on hand as of Sept. 30 was just
over $400,000 according to its third quarter financial reports.  
Ahmed Alumran tells David Kirkpatrick of LocalBusiness.com that
the company initiated talks with its bondholders and other markets
to gather more funding.  Mr. Alumran is 2-Infinity.com's chief
information officer.

2-Infinity, which invested in oil and gas exploration projects,
was formerly named as Lakota Industries.  Due to minimal revenues
and losses, the company added telecommunications as one of its
services.


AHT CORP: BioShield Deal Falls Apart; Cybear Next in Line
---------------------------------------------------------
AHT Corporation (Nasdaq: AHTC) announced that the United States
Bankruptcy Court for the Southern District of New York terminated
the agreement between AHT and BioShield Technologies, Inc.
(Nasdaq: BSTI) dated September 22, 2000 to purchase substantially
all of the assets of AHT for approximately $15 million in cash and
stock.

BioShield advised AHT that it was unable to secure the funds
necessary to consummate the asset purchase agreement. At AHT's
most recent Bankruptcy Court hearing, BioShield failed to show
evidence of its ability to provide additional interim financing to
AHT.

Accordingly, AHT's pending $70 million lawsuit against BioShield
and certain of its officers and directors, which was to be settled
as part of the purchase of assets, will continue in full force.
This lawsuit was filed against Bioshield (on September 7, 2000)
for, among other things, fraudulently inducing AHT to enter into a
merger agreement announced on July 3, 2000 and then breaching that
agreement. AHT has added additional counts to the original lawsuit
against BioShield, with respect to BioShield's breach of the
merger agreement. AHT believes that BioShield and the individual
defendants have significant assets as well as liability insurance
coverage that could be used to satisfy a judgment against them.

AHT also announced that it has sold its operating assets to
Cybear, Inc., (Nasdaq: CYBA) pursuant to section 363 of the United
States Bankruptcy Code, in consideration of a credit bid of
Cybear's $4 million claim and senior security interest in AHT's
assets. AHT will use its remaining assets to pursue the BioShield
litigation and to wind up the business affairs of the Company. AHT
believes that it has sufficient financial resources to sustain the
BioShield lawsuit through its completion.


AMERICAN ECO: Court Establishes December 28 Claims Bar Date
-----------------------------------------------------------
On November 1, 2000, the US Bankruptcy Court, District of Delaware
entered an order establishing December 28, 2000 at 4:00 PM as the
last date and time for the filing of proofs of claim against the
debtors. Lowenstein Sandler PC and Pachulski, Stang, Ziehl, Young
& Jones PC represent the debtors.


ARKOOSH PRODUCE: Judge Pappas Rules Rents Pay Mortgage Holders
--------------------------------------------------------------
Arkoosh Produce Inc., which filed for Chapter 11 last month,
recently went to the bankruptcy court to determine the payment
schedules for its secured creditors, The Associated Press reports.
Having a first claim on the company assets, secured creditors hold
$5.5 million worth of the liabilities, while unsecured creditors
are owed $2.4 million.  The Honorable Judge Jim Pappas ordered
that the rental income Arkoosh obtains from its farmland and
packing plant will be used to pay mortgage holders, First Security
Bank and Life Investors Insurance Co.

Potato packer Arkoosh filed for bankruptcy protection in the U.S.
Bankruptcy Court in Idaho on Oct. 24.  The company listed assets
of $3.6 million and liabilities of $7.9 million.


ARMSTRONG WORLD: Moody's Junks All Debt Ratings
-----------------------------------------------
Moody's Investors Service downgraded the ratings of Armstrong
World Industries Inc. (senior to Ca). Moody's action follows
Armstrong's failure to repay $50 million in commercial paper which
matured today.

Ratings downgraded are:

   * Armstrong World Industries, Inc.

      a) senior unsecured debentures, medium-term notes and
          revolving credit facility to Ca from B2;

      b) shelf registration for senior unsecured debt to (P)Ca
          from (P)B2.

Today, Armstrong announced that it had failed to repay $50 million
in commercial paper that matured. This constitutes an event of
default under the company's credit facilities and other debt
agreements. The company had faced mounting liquidity pressures
that arose as access to capital contracted in the wake of the
Owens Corning bankruptcy and failure to renew another credit
facility in October. In light of this default, it is highly likely
that the company will file for bankruptcy protection.

Armstrong World Industries, headquartered in Lancaster, PA, had
revenues of $3.4 billion in 1999.


C-PHONE: Video Communications Firm Considers Merger/Liquidation
---------------------------------------------------------------
Providing video conferencing products for the past 2 years has
been very tough for C-Phone Corp., LocalBusiness.com reports.  The
company decided to lay off one third of its 32 employees and plans
to sell its remaining inventory. C-Phone is considering other
alternatives such as a merger or a outright liquidation of the
company. "We have not been successful in generating sufficient
revenues to cover our operating costs in spite of cost cutting
moves earlier in the year," President and CEO Paul Albritton said.

Cal Chang Yocum of LocalBusiness.com adds that the Wilmington-
based C-Phone provides video communications products for general
business and niche markets, including security, education and
healthcare. Its products deliver real-time video, voice and data
for conferencing and remote monitoring applications.


CARMIKE CINEMAS: Committee Suggests Serving Pleadings by E-Mail
---------------------------------------------------------------
Serving copies of pleadings on all parties-in-interest as required
under Sections 102 and 105 of the Bankruptcy Code and Rules 2002
and 9007 of the Federal Rules of Bankruptcy Procedure imposes "an
undue and expensive administrative and economic burden on the
Debtors' estates," Carmike Cinemas, Inc., complains to Judge Sue
L. Robinson. Accordingly, Carmike's team of lawyers led by Harvey
R. Miller, Esq., at Weil, Gotshal & Manges LLP, asks that the
Debtors be permitted to restrict service of pleadings to, in
short, the parties to which they want to give notice.

Fred S. Hodara, Esq., and David H. Botter, Esq., at Akin, Gump,
Strauss, Hauer & Feld, L.L.P., representing the Official Committee
of Unsecured Creditors appointed in Carmike's cases, object and
propose an alternative arrangement.

At the outset, Messrs. Horara and Botter note that there are only
120 parties that have requested service.  This doesn't seem so
unduly burdensome.  But if it really is, then the Committee
suggests that Carmike implement a Voluntary E-Mail Procedure that
would (i) continue to provide broad notice; (ii) substantially
reduce printing and postage costs; and (iii) preserve parties'
rights to receive notice.


CAROLINA PREMIER: Asset Sale Deal in the Works
----------------------------------------------
During the month of September, 2000, Carolina Premier Medical
Group, PA obtained approval of a post-petition financing from
Scott Medical Group LLC and negotiated a contract for the sale of
substantially all the assets of the debtor.  

At September 30, Carolina Premier reports an ending cash balance
of $303,715.  Net sales for the month totaled $1,073,946 and the
company posted a $1,107,210 loss.  


CERPLEX GROUP: Seeks Exclusivity Extension through January 22
-------------------------------------------------------------
The Cerplex Group, Inc. and Cerplex, Inc. seek to extend the
exclusive periods during which the debtors may file a plan of
reorganization and solicit acceptances thereto.

A hearing to consider the motion will take place before the
Honorable Mary F. Walrath, US Bankruptcy Court, Wilmington, DE on
December 5, 2000 at 11:30 AM.

The debtors request an order extending the Plan Filing Period and
Plan solicitation period for 60 days through January 22, 2001 and
March 23, 2001, respectively. The debtors have concentrated their
efforts throughout the bankruptcy proceedings on seeking buyers
for some or all of their assets.

The debtors have successfully completed the sale of their repair,
parts and UK businesses. The debtor also believes that the
Committee should conclude its discussions with Welsh, Carson,
Anderson & Stowe, a pre-petition lender of the debtors, with
respect to the validity of Welsh Carson's alleged liens
in the debtors' assets and the possibility of negotiating a
consensual plan of reorganization. This is the debtors' first
request to extend the exclusivity periods. The debtors believe
that they are in the best position to coordinate and facilitate
the filing of a plan of reorganization in the most expeditious
manner and that they have shown "cause" for an extension of
the Exclusivity Periods.


CFI MORTGAGE: Retains Responsive for Investor Relations Work
------------------------------------------------------------
Responsive Research, Inc. is pleased to announce that it has been
retained by CFI Mortgage, Inc. (OTC Bulletin Board: CFIM) as its
Investor Relations Coordinator. CFIM is a unique turn-around
situation, having emerged from bankruptcy and produced
profitability within the last year.

"After extensive due diligence, we have determined that CFIM meets
and exceeds our criteria as an emerging growth Company, which we
are proud to represent," said Richard C. Winkel, President of
Responsive Research. "We will immediately commence a comprehensive
Investor Relations campaign, which will give CFIM and its Chairman
and CEO, Steve Williams the credit they so rightly deserve."

In a November 14, 2000 release Mr. Williams, stated, "This quarter
represents more than the fact that it was the first profitable
quarter since taking over the reigns at CFIM in July 1999. Just 14
months ago, CFIM had a negative $10 million in Shareholder Equity
and was operating under the Bankruptcy Plan of Reorganization.
There were no operating subsidiaries producing revenue. With that
now behind us, we have a Shareholder Equity in excess of $1
million, and more important, our subsidiaries are in full
operation and now focused on revenue growth and profit."

"We research many companies in order to find unique situations to
introduce to our subscribers," said Mr. Winkel. "And the results
produced by CFIM are so outstanding, that we feel once the
investment community hears about this Company, many will want to
take a long term position and watch CFIM grow."

CFIM provides mortgage services through a large network of
mortgage brokers and financial professionals. The Company's goal,
through acquisition and internal growth, is to be a diversified
leader creating custom software that provides technology-based
business solutions for the national and international
marketplace, as well as a leader in the mortgage industry. For
more information on CFIM, please visit the Company Web site at
www.cfiinc.com or that of Responsive Research at
www.responsiveresearch.com, where you can subscribe, free
of charge, to its mailing list for press releases, investor
updates and market letters, which will keep you apprised of all
late breaking CFIM news.


CLARIDGE AT PARK PLACE: Lease Decision Period Runs to Dec. 31
-------------------------------------------------------------
By order entered on November 13, 2000 by the Honorable Judith H.
Wizmur, US Bankruptcy Court, District of New Jersey, The Claridge
at Park Place, Incorporated and The Claridge Hotel and Casino
Corporation have been granted an extension of debtor's time to
assume or reject the lease between the debtor and lessor, Atlantic
City Boardwalk Associates, LP until December 31, 2000. The
debtor's time to assume or reject the lease between the debtor and
the lessor, Delilah Road Limited Partnership, LP is extended until
December 31, 2000.


CMR CONSTRUCTION: Creditors File Involuntary Petition
-----------------------------------------------------
Three creditors have filed an involuntary bankruptcy petition
against CMR Construction Inc. of Brentwood.  Concord Bank, which
said is owed $219,658; Kaiser Electric Co., $148,057; and Gateway
Contractors, $5,875. Representing the creditors, Wendi Alper-
Pressman, said that a company affiliated with CMR recently sought
Chapter 11. That company, Barron Holdings International, owns the
building at 8500 Eager Road where CMR was a tenant.

Brothers, Mike and Charles Rallo founded CMR Construction in 1989.
Early this year the brothers were kicked out from the company by
its new investors, Paul Boghasian and David Campbell. The company,
which was later named Barron Construction Services Corp., had
almost $ 50 million in revenue and had more than 100 employees.


CROWN CORK: Investors Re-evaluates Costly Asbestos Claims
---------------------------------------------------------
As investors reevaluated the exposure to potentially asbestos
claims, shares of packaging products supplier, Crown Cork & Seal
Co. Inc. jumped nearly 28 percent, Reuters reports.  Crown Cork
lost almost half their value fearing possible legal action on  
companies that made products with asbestos.  Andrew O'Conor, a
Merrill Lynch analyst, says that the only asbestos related
incident the company had was when it acquired a company 40 years
back.  The subsidiary that made insulation products was sold after
three months it was acquired.


DIMAC HOLDINGS: Confirmation Hearing Scheduled for Dec. 19
----------------------------------------------------------
A hearing was held on November 14, 2000 to consider the motion of
DIMAC Holdings, Inc. et al. for approval of the Disclosure
Statement for the debtors' first amended joint Chapter 11 plan.
The Disclosure Statement was approved as containing adequate
information on November 14, 2000. The hearing on confirmation of
the plan is scheduled for December 19, 2000 at 9:30 AM, U.S.
Bankruptcy Court, Wilmington, DE.

Weil, Gotshal & Manges LLP and The Bayard Firm represent the
debtors.

Under the plan, DIMAC Holdings' secured bank claimaints are to
receive an estimated recovery of 87%. Unsecured general claimants,
totaling an estimated $35.46 million, are to receive no estimated
recovery.

DIMAC Holdings is a closely held company and has eight direct and
indirect wholly owned subsidiaries, each of which is a debtor in
the jointly administered Chapter 11 cases. The controlling
stockholder of DIMAC Holdings, through certain of its affiliates
is McCown De Leeuw & Co., Inc., a private equity investment firm.
As of the Commencement Date, three affiliates of the firm owned
approximately 67.2% of the issued and outstanding common stock of
DIMAC Holdings.

The significant debt of the debtors generally consists of
obligations under the Existing Credit Facility, the DIMAC Holdings
Senior Notes, the DIMAC Holdings Senior Subordinated Notes, and
the DIMAC Corp. Senior Subordinated Notes. As of the Commencement
Date, the Existing Credit Facility consists of Term A Loans, Term
B Loans, Term C loans and revolving credit facility in the
aggregate principal amount of $236,850,000.

On the Commencement Date, the debtors entered into a $20 million
DIP Facility which was approved by the Bankruptcy Court on a final
basis on May 5, 2000. As of September 30, 2000, the debtors have
borrowed $1.5 million under the DIP Facility. The debtors are in
the process, with the assistance of Gruppo Levey & Company, the
debtors' consultants, to sell each of the non-core businesses. On
November 8, 2000, the debtors filed a motion for an order
approving an asset purchase agreement between AmeriComm Direct
Marketing Inc. ("ADMI") and AmeriComm Acquisition Company. The
agreement provides for the sale of certain assets and the
assumption of certain liabilities of ADMI. The purchase price is
$12 million. The hearing on the sale motion will be held on
November 27, 2000 . The debtors estimate the approximate cost of
the Retention and Stay Bonus Plan, Temporary Supplemental Pay
Program and known s! ! everance payments obligations will be no
greater than $10.2 million.


DRKOOP.COM: Appoints John N. Caldwell As VP of Customer Operations
------------------------------------------------------------------
Drkoop.com, Inc. (Nasdaq: KOOP), a leading Internet Health company
and provider of Internet-enabled application services for the
healthcare industry, announced the appointment of healthcare
executive John N. Cardwell to lead the company's customer
operations. Based in the Philadelphia area, Cardwell will work
closely with newly appointed Executive Vice President of Business
Development and Sales, William H. Carlson, overseeing customer-
driven solutions and connectivity.

"We have repeatedly stressed our focus on the future strength and
growth of this company, all which is dependent upon a well-built
foundation of leadership," said Richard Rosenblatt, CEO of
drkoop.com. "John's extensive experience in technology and health
will enable us to better enhance and support the healthcare
industry."

"During my 28 years in the industry I have focused on helping
health organizations successfully implement technology-based
clinical solutions and have enjoyed building lasting relationships
with partners and customers," Cardwell said. "I am eager to put my
knowledge and skills to work for drkoop.com as we continue
developing a connected community and a trusted network to support
improved health management outcomes."

Formerly VP of Clinical and Decision Support Systems and most
recently responsible for the e-Solutions marketing efforts for
drkoop.com partner Siemens/Shared Medical Systems (SMS), Cardwell
will work to strengthen the drkoop.com Community Partner
Program(TM). The strategic alliance with SMS makes drkoop.com a
leader in promoting secure online interaction between patients,
their physicians and local healthcare organizations.

drkoop.com is a leading Internet Health Company providing
information and services to individuals and corporations
worldwide. The company's mission is to empower consumers with the
information and resources necessary to become active participants
in the management of their own health. drkoop.com has formed
strategic relationships with numerous online organizations,
healthcare portals as well as traditional healthcare provider, and
integrates dynamic, medically reviewed content, interactive
communities and consumer-focused tools into a complete source of
trusted healthcare information. With more than two million
registered users worldwide, drkoop.com has strategic relationships
with numerous online organizations. The company's content is also
featured on web sites representing more than 420 healthcare
facilities nationwide.


DRYPERS CORP: Taps Wasserstein Perella as Financial Advisor
-----------------------------------------------------------
Drypers Corporation applied to the US Bankruptcy Court, Southern
District of Texas, Houston Division, for authority to retain
Wasserstein Perella & Co., Inc. as its financial advisors in its
chapter 11 restructuring.  

Wasserstein will provide the following financial, restructuring
and sale services to Drypers in connection with this case:

   -- Financial advice and assistance in developing and obtaining
       bankruptcy court approval of a disclosure statement and
       plan of reorganization;

   -- Financial advice and assistance in structuring any new
       securities to be issued under any plan of reorganization;

   -- Assistance in identifying and contacting potential investors
       in Drypers or acquirers of Drypers' property and assets,
       including its equity or debt securities;

   -- Financial advice and assistance in structuring and affecting
       a public or private sale or placement of the equity or debt
       securities or other obligations of Drypers with one or more
       lenders or investors, or any loan or financing including
       any debtor in possession financing, exit financing, or a
       rights offering;

   -- Assistance in preparing and developing an offering  
       memorandum for distribution to potential investors in
       Drypers;

   -- Financial advice and assistance in connection with any
       transfer or other disposition of all or substantially all
       of the equity securities of Drypers by the security holders
       or all or substantially all of the assets (including the
       assignment of any executory contracts) or businesses of
       Drypers or its subsidiaries through

       (a) a sale or exchange of capital stock, options, or
           assets;

       (b) a lease of assets with or without a purchase option;
    
       (c) a merger, consolidation, or other business combination;

       (d) an exchange or tender offer (v) a recapitalization;

       (e) the formation of a joint venture, partnership, or
           similar entity;

       (f) or any similar transaction;

   -- Assistance with strategy and business plan development;

   -- Assistance and participation in any negotiations regarding
       the above matters; and

   -- Participation in any court hearings, including providing
       testimony, regarding the above matters.

WP & Co. is entitled to a monthly financial advisory fee of
$100,000, which shall be due on the date of the execution of the
Letter Agreement and each successive monthly anniversary of that
date. The firm shall also be entitled to a 1.75% transaction fee,
provided that the minimum transaction fee is $2.5 million. If a
restructuring is consummated, the firm is entitle to a 1.5% fee,
the minimum fee require being $2 million.

If financing is obtained the firm will receive a placement fee of
.75% of any financing secured by Drypers' property and assets,
with certain restrictions.


DUKE & LONG: Files for Chapter 11 in Delaware
---------------------------------------------
Attempting to restructure its debt, Duke & Long Distributing Co.
has filed for bankruptcy protection under Chapter 11, The Tribune
Business News reports. President and CEO Kathleen Callahan-Quion
told a Paducah official that the firm plans to sell the former
J.C. Penney building at 5th and Broadway. The city gave the
building to D&L early 1999 after purchasing it for $ 805,000. The
company agreed to use the building and hire 100 people for 10
years.

As stated in the agreement, if by this spring the building is
still not occupied, the company will reimburse Paducah the
purchase price and damages of up to $ 605,000. Mayor-elect Bill
Paxton said the city will enforce the agreement despite the
filing. "We instructed our attorneys to research the matter,"
Paxton said. Paxton will help seek a buyer for the building.

Duke & Long, which was purchased by Devon Convenience Holding Co.,
is a major supplier of fuel oil in western Kentucky and
surrounding states.  The petition was filed in Wilmington, Del.,
even though the company headquarters is located in Kentucky.


ELDER-BEERMAN: Opens New Concept Store in Sheboygan, Wisconsin
--------------------------------------------------------------
The Elder-Beerman Stores Corp. (Nasdaq:EBSC) plans to open a
54,000 square foot department store in the Sheboygan, Wisconsin
area.

Elder-Beerman will build the store in its concept store format in
nearby Kohler, Wisconsin in the new Deerfield Trace Shopping
Center adjacent to Interstate 43. The company anticipates opening
the new store in the fall of 2001. It will be the state's fifth
Elder-Beerman department store.

"The Sheboygan store will be our seventh concept store," said
Frederick J. Mershad, chairman and chief executive officer. "We
designed our concept stores to meet the changing needs of today's
busy customer by offering a competitive balance of price,
selection, service and convenience. Our customers have responded
favorably to the concept store format."

This new concept store will carry brand name apparel, accessories
and shoes for men, women, juniors, young men and children, quality
cosmetics and fragrances, and home furnishings. The format of the
store will enhance customer shopping through a convenient store
layout and fixturing that will attractively offer more merchandise
in less space.

The features from the Company's other concept stores that will be
incorporated in the Sheboygan store include:

   - Centralized customer service centers - Highly visible service
     islands in main aisles throughout the store. These service
     centers will be staffed continuously to provide efficient,
     convenient transactions and quality customer service.

   - Self-select cosmetics - All of the fragrances and about 50
     percent of the treatment products will be available on open
     shelves and other open fixtures for easy selection.

   - The Zone - A combined juniors' and young men's shop that
     creates a specialty store within a store for the next
     generation customer.

"Elder-Beerman looks forward to treating our future customers in
Sheboygan to a refreshing shopping experience by providing an
exciting and up-to-date department store that delivers fashion,
value and superb service," Mershad said.

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


ELECTRO-CATHETER: Company Objects to UST's Motion to Convert
------------------------------------------------------------
Electro-Catheter Corporation objects to the motion of the United
States Trustee for an order converting the debtor's Chapter 11
case to Chapter 7.

The debtor claims, that while it has been dilatory in filing
monthly operating reports, it has filed the reports through August
2000. The debtor states that it is current in its quarterly fees,
and that the post-petition liabilities are $155,740 even though
they are listed at $501,099, because the difference represents
accrued interest to the debtor's secured lender the T-Partnership,
which will never be paid because the T-Partnership is a
significantly under secured creditor in this case and thus not
entitled to post-petition interest under the Bankruptcy Code.

The debtor claims that the United States Trustee has not
established cause to convert the case under the Bankruptcy Code.
The debtor has engaged in an orderly liquidation of its assets. It
completed the sale of substantially all of its operating assets to
Merit Medical Systems, Inc. for $625,000. The debtor asserts that
while it was liquidating its assets, it received expressions of
interest from approximately eight different parties about
acquiring the debtor's public shell. This would be accomplished
through the merger of a viable business with the debtor. Such a
transaction would be the centerpiece of a plan of reorganization
funded by a plan proponent.

In order to accomplish any such merger, the debtor needs to be in
compliance with all SEC reporting requirements, and the debtor
retained a CPA to perform an audit for the debtor's fiscal year
ended August 31, 1999 and to issue financial statements with
respect thereto. The debtor has also retained special legal
counsel to ensure that the company is in good standing with the
SEC.


ENTERTAINMENT INTERNET: Files for Chapter 11 Protection
-------------------------------------------------------
The Entertainment Internet Inc. filed for reorganization to
eliminate millions of dollars in unsecured and other debts
incurred by prior management and to protect it from creditors
while it continues to operate the Castnet.com(TM) Web sites it
developed.

The filing is expected to rid the company and its subsidiary of
several classes of claims and debts and to recover monies paid for
certain claims and settlements during the past 90 days, while
present management frames a reorganization plan.

According to the company, the Castnet.com(TM) Web sites are now
owned by its principal lender and are operated through an
arrangement, which allows the company continued but reduced
funding. The lender recognizes that Web site value is impaired or
negated by interruption of service and is allowing the company to
continue to operate and host the Castnet.com(TM) Web sites on its
behalf.

Subscribers to the Castnet.com(TM) services, like other creditors,
will receive appropriate notices as the case proceeds, but are
assured that the company has taken this decisive action to rid
itself of suffocating debt so that it can better serve as an
electronic community host.

Strategic Marketing V.P. Rick La Fond said: "We will continue to
serve the production, casting, and acting communities while
outside counsel assists us in shedding the debt amassed by prior
management. While our detractors and competitors may make contrary
statements, it will be business as usual for Castnet.com(TM) and
TEI's dedicated staff."


FACTORY CARD: Asks for Exclusivity Extension through March 30
-------------------------------------------------------------
Factory Card Outlet Corp. and Factory Card Outlet of America, Ltd.
seek to extend their exclusive periods during which the debtors
may file a plan of reorganization and solicit acceptances thereof.

The debtors request a further extension of their Exclusive Filing
Period and their Exclusive Solicitation Period to and including
March 30, 2001 and May 29, 2001, respectively, without prejudice
to the debtors' right to request further extensions. Since the
last extension of the Exclusive Periods, there have been several
developments in the Chapter 11 cases.

Currently FCO Acquisition is awaiting court approval of the
acquisition letter of intent before commencing due diligence. Once
commenced , it will take time to examine the debtors' facilities,
books and record, leases and management.

The debtors and FCO Acquisition must also negotiate and draft the
definitive investment agreement and a plan of reorganization. The
debtors are also examining and soliciting alternative proposals.

Since the last extension of the exclusive periods, the debtors
have made substantial progress in their cases.

The debtors are still in the process of formulating additional
objections to claims that would reduce the aggregate dollar amount
of claims in these cases, thereby increasing the percentage
distribution that would inure to unsecured creditors pursuant to a
plan of reorganization. They are engaged in on-going negotiations
with certain secured creditors regarding the status and treatment
of their claims; they are continuing to evaluate their store
operations and store leases for the purpose of determining which
leases may be assumed or rejected; and they continue to evaluate
other executory contracts to determine which may be assumed or
rejected; and they are exploring alternative sources for working
capital financing facilities that would be available upon
emergence from Chapter 11.

The debtors are worried that a termination of exclusivity now
could create doubt among the debtors' vendors and may jeopardize
the FCO Acquisition deal.


FARMERS COOPRATIVE: Morrison & Hecker to Represent Committee
------------------------------------------------------------
The Official Unsecured Creditors Committee of The Farmers
Cooperative Association, requests that the court enter an order
authorizing the Committee to employ Morrison & Hecker LLP as its
counsel. The firm will provide the following services, among
others:

   a) Advising the Committee with respect to its powers and duties
       in connection with the case;

   b) Assisting and advising the Committee regarding the possible
       formulation of a plan;

   c) Preparing and pursuing any necessary applications, motions,
       notices, orders, and other papers necessary or appropriate
       for the Committee;

   d) Advising the Committee regarding all pleadings filed in the
       case;

   e) Representing the Committee before this court;

   f) Responding on behalf of the Committee to requests for  
       information from parties in interest.

The current standard hourly rates for the firm range from $85 per
hour for paralegals to $235 per hour for senior attorneys. The
debtor anticipates that most of the work in this case will be
performed:

   Carl F. Krauss          -          $235 per hour
   Paul M. Hoffman         -          $235 per hour
   Patricia E. Hamilton    -          $165 per hour
   Katherine M. Becker     -          $100 per hour
   Adam T. Workman         -          $110 per hour
   Lisa F. Wright          -          $90 per hour


GC COMPANIES: US Trustee Convening Creditors' Meeting on Dec. 18
----------------------------------------------------------------
The debtors, GC Companies, Inc., et al. filed a Chapter 11 case on
October 11, 2000. Attorneys for the debtors are Daniel M.
Glosband, PC, Goodwin, Procter & Hoar LLP and David M. Fournier,
Pepper Hamilton LLP.  The United States Trustee for Region III
will convene a meeting of General Cinema's creditors on December
18, 2000 at 3:0O PM, Wilmington, DE.


GENESIS HEALTH: Bankruptcy Court Fixes Dec. 19 Claims Bar Date
--------------------------------------------------------------
On November 8, 2000 the US Bankruptcy Court for the District of
Delaware entered an order in the case of Genesis Health Ventures,
Inc., et al. establishing December 19, 2000 as the Bar Date, the
last date and time for each person or entity to file a proof of
claim against any of the debtors.  


GEORGE WASHINGTON: S&P Assigns Bpi Rating Citing Weak Earnings
--------------------------------------------------------------
Standard & Poor's has assigned its single-'Bpi' financial strength
rating to George Washington University Health Plan.

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

This not-for-profit organization, serving the greater Washington,
D.C. area, is a wholly owned subsidiary of George Washington
University.

Major Rating Factors:

   -- The HMO's risk-based capitalization is weak, as indicated by
       a Standard & Poor's capital adequacy ratio of 47.7% at
       year-end 1999. This includes full credit for a surplus note
       on its balance sheet.

   -- Earnings have been very volatile for the past five years,
       with net losses in every year except 1998, which had a net
       gain of $2.4 million.

   -- Liquidity is good, with a Standard & Poor's liquidity ratio
       of 122%. Enrollment has been declining at an average rate
       of 3.4% over the past three years.


GRAND UNION: Great Atlantic Alleges C&S Rigged the Auction
----------------------------------------------------------
Grocery chain Great Atlantic & Pacific Tea Co. alleges that the
recent purchase by C&S Wholesale Grocers Inc. of Grand Union Co.
assets was rigged, The Associated Press reports.  Great Atlantic
states in a lawsuit that it's filed in New Jersey that C&S
allegedly persuaded other grocery stores to pass on the bankruptcy
auction.  Bankruptcy Judge Novalyn L. Winfield was asked by Great
Atlantic to reject the sale and to order a new auction.

C&S recently closed the deal in acquiring the assets of Grand
Union for $ 301.8 million. Grand Union filed its third Chapter 11
in New Jersey last month, posting assets of $ 749.5 million and
debts of $ 803.9 million. Grand Union, headquartered in Wayne, New
Jersey, operates 197 supermarkets in five northeastern states.


GWI INC: Committee Selects Jones Day & Richards Layton as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors seek to retain
Richards, Layton & Finger, PA as co-counsel to the Committee. By
separate application the Committee is seeking to employ and retain
the law firm of Jones, Day, Reavis & Pogue as co-counsel to the
Committee. Richards Layton is expected to render inter alia the
following legal services:

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

   b) Advising the Committee in connection with proposals and
       pleadings submitted by the debtors or others to the Court;

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

   d) Advising the Committee in connection with negotiation and
       formulation of a plan or plans of reorganization;

   e) Consulting with the debtors and their professionals
       concerning administration of the cases;

   f) Generally advocating positions that further the interests of
       the unsecured creditors represented by the Committee; and

   h) Performing such services as are in the interests of the
       debtors' unsecured creditors.


HANDY & HARMAN: Disclosure Statement Set for January 4
------------------------------------------------------
The hearing to consider approval of the disclosure statement of
Handy & Harman Refining Group, Inc. and Attleboro Refining Company
will be held at the 7th Floor Courtroom, 450 Main Street,
Hartford, CT on January 4, 2001 at 11:00 AM.


HARNISCHFEGER: Taking Bids for Corporate Headquarters
-----------------------------------------------------
As part of its bankruptcy reorganization, the five-year-old
headquarters building for Harnischfeger Industries Inc.,
overlooking Lake Michigan, will be auctioned off on February, The
Associated Press reports.  Judge Walsh approved bidding procedures
paving the way for a sale to proceed.  The Debtors anticipate an
orderly auction in February and indicates that one bid has already
been accepted. Executive VP and general counsel, Jim Chokey said
that Harnischfeger plans to transfer its headquarters' operations
elsewhere, but still in the Milwaukee vicinity.


JODA INC: Disclosure Statement Hearing Commences on Dec. 14
-----------------------------------------------------------
JODA, Inc. f/k/a joan and david helpern incorporated, debtor and
the Creditors Committee filed a joint plan of liquidation under
Chapter 11 dated November 8, 2000 and a proposed Disclosure
Statement. The hearing to consider approval of the Disclosure
Statement shall commence on December 14, 2000 at 10 AM. Counsel of
the debtor is Frank A. Oswald and Gerard DiConza, Togut, Segal &
Segal LLP. Hahn & Hessen LLP represent the Official Committee of
Unsecured Creditors.


MASTER GRAPHICS: Files Joint Reorganization Plan with Premier
-------------------------------------------------------------
After filing for Chapter 11 on July 7, Master Graphics Inc. and
Premier Graphics Inc. have filed a joint Chapter 11 reorganization
plan, Dow Jones reports. The plan, filed in the U.S. Bankruptcy
Court in Delaware, proposes to convert $ 130 million of Premier's
11.5% senior notes due 2005 into equity of the reorganized
company. Judge Peter J. Walsh has scheduled a hearing on Dec. 19
to consider the submitted plan. Objections to the disclosure
statement are due Dec. 15.

Obtaining Judge Walsh's approval, Master Graphics will sell its
non-core assets, estimating to harvest $ 30 million to $ 35
million to reduce the company's secured debt and answer working
capital needs. Financial adviser Lazard Freres & Co. valued the
reorganized commercial printing supplier between $ 80.7 million
and $ 97.7 million.

At the time of its Chapter 11 filing, Cordova, TN-based Master
Graphics reported debts of $ 256 million and assets of $ 187
million.


MEDALLION FUNDING: Fitch Places Senior Secured Debt on Watch
------------------------------------------------------------
Fitch has placed Medallion Funding Corp.'s (MFC) `BBB' senior
secured debt rating and `F2' secured commercial paper rating on
Rating Watch Negative.

This rating action is principally due to internal control issues
and the potential reduction in liquidity sources available to
Medallion Financial Corp. (Medallion), MFC's parent. Specifically,
in Medallion's Sept. 30, 2000 SEC filing, the company reported
that it is subject to being declared in default on Dec. 15, 2000
on its $110 million revolving credit facility, if certain
improvements in its internal control structure are not
accomplished prior to that date. While Fitch recognizes that
Medallion has taken measures in addressing these concerns, the
possibility remains that this revolver may be terminated prior to
its scheduled maturity of Sept. 21, 2001, thereby reducing the
company's overall financial flexibility.

The rating action also considers long-standing concerns regarding
MFC's funding profile, which remains largely dependent on short-
term debt. At Sept. 30, 2000, short-term, variable rate debt
represented 82.96% of total debt and 64.11% of total
capitalization. This high level of short- term debt results in an
asset/liability mismatch and exposes the company to both interest
rate and rollover risk. Additionally, Fitch has become
increasingly concerned about management's effectiveness in
communicating meaningful company related information.

MFC is a $347 million commercial finance company and Medallion's
principal operating subsidiary. The company originates and
services loans secured by taxicab medallions and has an estimated
20% market share in New York City, the country's largest taxicab
medallion market. MFC also originates and services small-ticket
commercial installment loans to small businesses.


NATIONAL BENEVOLENT: Fitch Places Bonds on Rating Watch Negative
----------------------------------------------------------------
Fitch places its `BBB+' rating for National Benevolent
Association's (NBA) approximate $162 million outstanding bonds on
Rating Watch Negative, meaning the bonds may be downgraded.

A list of affected issuers appears at the end of the release.

This action stems from NBA's deteriorating financial performance
over the past year and a half. The combination of stagnant
utilization of services at its Colorado continuing care retirement
community (CCRC), decreases in contributions and the payment of a
large legal settlement has resulted in a sudden decrease in
operating profitability. Growth in operating expenses has outpaced
revenues such that NBA's excess margin has decreased from 3.2% at
FYE 1999 to (3.5%) through Sept. 30, 2000. The sudden decline in
profitability was primarily due to the payment of a $5.1 million
settlement relating to a lawsuit filed against its Serra
Residential, Inc. campus. Furthermore, NBA has received $5.8
million less in contributions through nine months 2000 compared to
the same period in fiscal 1999. However, this is partially due to
a one time $3 million donation made to the Colorado Christian
facility in 1999. As a result NBA has experienced a significant
decrease in liquidity. At Sept. 30, 2000, NBA had a days cash on
hand and cash to debt ratio of 320.2 days and 59.7%, respectively.
This is down significantly from 382.2 days and 73.7% at Dec. 31,
1999.

Coverage of maximum annual debt service (MADS) remains extremely
low and has decreased to 1.0 times (x) through Sept. 30, 2000 and
will decrease even further with the expected addition of $10
million of variable rate debt in Dec. 2000. Operating
profitability should continue to be stressed as expenses increase
and utilization remains flat. In addition, liability insurance
premiums should increase by about $1.5-$2.5 million in fiscal year
2001. As a response to these pressures, management will increase
rates for residents in fiscal 2001 which may further stress
utilization.

Headquartered in St. Louis, MO, NBA provides services to the
elderly, children, and the developmentally disabled, with the bulk
of its efforts on the elderly through 1,742 independent living
residential units, 1,281 nursing beds, and 511 assisted living
units in 23 states, with the bulk of operations concentrated in 10
states.

Outstanding Debt:

   --  $9,905,000 Jacksonville (FL) Health Facilities Authority,
        industrial development revenue bonds (NBA--Cypress Village
        Florida Project), series 2000A;

   --  $10,100,000 Colorado Health Facilities Authority, revenue
        bonds (NBA--Village at Skyline Project), series 2000C;

   --  $9,465,000 Colorado Health Facilities Authority, revenue
        bonds (NBA-Village at Skyline Project), series 1999A;

   --  $4,170,000 Oklahoma County Industrial Authority, health
        care revenue bonds (NBA - Oklahoma Christian Home
        Project), series 1999;

   --  $2,860,000 Health and Educational Facilities Authority of
        the State of Missouri, health facilities refunding and
        improvement revenue bonds (NBA - Central Office Project),
        series 1999;

   --  $16,205,000 Colorado Health Facilities Authority, health
        facilities revenue bonds (NBA - Village at Skyline
        Project), series 1998B;

   --  $11,390,000 Colorado Health Facilities Authority, health
        facilities refunding revenue bonds (NBA - Multi-state   
        Issue), series 1998A;

   --  $6,325,000 Iowa Finance Authority, health facilities
        revenue bonds (NBA - Ramsey Home Project), series 1997;

   --  $2,860,000 Oklahoma County Industrial Authority, health
        care refunding revenue bonds (NBA - Oklahoma Christian
        Home Project), series 1997;

   --  $2,295,000 Health and Educational Facilities Authority of
        the State of Missouri, health facilities revenue bonds
        (NBA - Woodhaven Learning Center Project), series 1996A;

   --  $2,500,000 Colorado Health Facilities Authority, tax-exempt
        health facilities revenue bonds (NBA - Colorado Christian
        Home Project), series 1996A;

   --  $2,920,000 Illinois Development Finance Authority, health
        facilities revenue bonds (NBA - Barton W. Stone Christian
        Home Project), series 1996;

   --  $4,800,000 Colorado Health Facilities Authority, tax-exempt
        health facilities revenue bonds (NBA - Village at Skyline
        Project), series 1995A;

   --  $5,070,000 Jacksonville (FL) Health Facilities Authority,
        industrial development revenue bonds (NBA - Cypress
        Village Florida Project), series 1994;

   --  $4,035,000 Health and Educational Facilities Authority of
        the State of Missouri, health facilities revenue bonds
        (NBA - Lenoir Retirement Community Project), series 1994;

   --  $8,840,000 Jacksonville (FL) Health Facilities Authority,
        industrial development revenue bonds (NBA - Cypress
        Village Florida Project), series 1993;

   --  $26,765,000 Jacksonville (FL) Health Facilities Authority,
        revenue refunding bonds (NBA - Cypress Village Florida
        Project), series 1992;

   --  $24,390,000 City of Indianapolis, Indiana, economic
        development refunding and improvement revenue bonds (NBA -
        Robin Run Village Project), series 1992;

   --  $4,855,000 Industrial Development Authority of Cass County,
        Missouri, industrial revenue refunding bonds (NBA -
        Foxwood Springs Living Center Project), series 1992;

   --  $2,010,000 Bexar County (TX) Health Facilities Development
        Corp., tax-exempt health facilities revenue bonds (NBA -
        Patriot Heights Project), series 1


PSINET, INC: Securities Fraud Complaints Continue to Roll In
------------------------------------------------------------
The Law Offices of Lionel Z. Glancy announced the following.
Pursuant to Section 21(D)(A)(3)(a)(i) of the Securities Exchange
Act of 1934, Notice is hereby given that a Class Action has been
commenced in the United States District Court for the Eastern
District of Virginia on behalf of a class (the "Class") consisting
of all persons who purchased the securities of PSINet, Inc.
("PSINet") (Nasdaq:PSIX) between May 9, 2000, and November 2,
2000, inclusive (the "Class Period").

The Complaint charges PSINet and certain of its officers and
directors with violations of federal securities laws. Among other
things, plaintiff claims that defendants' material omissions and
the dissemination of materially false and misleading statements
regarding the nature of PSINet's 1999 financial results,
operations, and prospects artificially inflated PSINet's stock
price during the Class Period inflicting enormous damages on
investors. Plaintiff seeks to recover damages on behalf of Class
members and is represented by the Law Offices of Lionel Z. Glancy,
a law firm with significant experience in prosecuting class
actions, and substantial expertise in actions involving corporate
fraud.

For additional information, contact Michael Goldberg, Esquire, of
the Law Offices of Lionel Z. Glancy, 1801 Avenue of the Stars,
Suite 311, Los Angeles, California 90067, by telephone at 310/201-
9150, toll-free at 888/773-9224 or info@glancylaw.com by e-mail.


TAL WIRELESS: Plan Heads to Confirmation on December 21
-------------------------------------------------------
The US Bankruptcy Court, Northern District of California approved
the Disclosure statement of TAL Wireless Networks, Inc.

The plan provides for the liquidation of all assets of the debtor
and distribution of the liquidation proceeds to creditors. The
plan provides that the stock of the debtor shall be canceled upon
the Effective Date and that there shall be no distribution to
shareholders, and that shareholders are deemed to have rejected
the plan. December 14, 2000 is the last day for parties to file
with the court and serve objections to confirmation of the plan.
December 21, 2000 at 10:30 AM has been fixed as the time and date
for the hearing on confirmation of the plan. Attorneys for the
debtor are Craig M. Prim and Stephen T. O'Neill, Murray & Murray,
PC, Cuppertino, CA.


SUMMERLIN RESORT: Case Summary and 25 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: The Resort at Summerlin, Limited Partnership
        221 North Rampart Boulevard
        Las Vegas, Nevada 89145

Type of Business: Owner/Operator of The Regent Las Vegas, a luxury
                   hotel, casino and spa complex in Las Vegas,
                   Nevada.

Chapter 11 Petition Date: November 21, 2000

Court: District of Nevada

Bankruptcy Case No.: 00-18878

Judge: Robert C. Jones

Debtor's Counsel:  Laurel E. Davis, Esq.  
                   Lionel Sawyer & Collins
                   300 South Fourth Street, Suite 1700
                   Las Vegas, NV 89101
                   (702) 383-8888
                   Fax:(702) 383-3845

                         and

                   Frank A. Merola, Esq.
                   Eve H. Karasik, Esq.
                   Stutman, Treister & Glatt Professional Corp
                   3699 Wilshire Boulevard, Ninth Floor
                   Los Angeles, California 90010
                   (213) 251-51100
                   Fax:(213) 251-5288

Total Assets: $ 296,366,000
Total Debts : $ 365,802,000

25 Largest Unsecured Creditors

John Hancock Life
Insurance Company                                    $ 27,038,000
Steve Blewitt                                             plus
200 Clarendon Street 57th St                            interest,
Boston, MA 02117                 13% Sr.                costs and
(617) 572-9624                    Subordinated          attorney
Fax:(617) 572-1606                Notes due 2007         fees

AIM High Yield Fund
Vicki Bryan                                           $ 25,769,000                         
11 Greenway Plaza, Suite 100                             plus
Houston, TX 77573                13% Sr.               interest,
(713) 214-4504                    Subordinated         cost and
Fax:(713) 622-4889                Notes due 2007     attorney fees

RBC Dominion Securities Corp.                          $ 7,000,000
Max Holmes                                               plus
One East Weaver Street, 3rd Fl   13% Sr.               interest,   
Greenwich, CT 06831               Subordinated         costs and
(212) 858-7215                    Notes due 2007     attorney fees

John Hancock Life
Insurance Company
Steve Blewitt
200 Clarendon Stree                                    $ 3,003,000
57th St.                                                  plus
Boston, MA 02117                 13% Senior             interest,
(617) 572-9624                    Subordinated         costs and
Fax:(617) 572-1606                Notes due 2007     attorney fees

AIM V.I. High
Yield Fund
Vicki Bryan                                              $ 608,000
11 Greenway Plaza                                          plus
Suite 100                                                interest,  
Houston, TX 77573                13% Senior              costs and
(713) 214-4504                    Subordinated            attorney
Fax:(713) 622-4889                Notes due 2007          fees

R & R Partners, Inc.
P.O. Box 80130
Las Vegas, NV 89180-0130
(702) 228-0222
Fax:(702) 363-8974               Trade Debt              $ 284,438

Image Construction, Inc.         Trade Debt              $ 222,222

Lithexcel                        Trade Debt              $ 149,235

Western Tile                     Trade Debt              $ 124,488

Sprint                           Trade Debt              $ 119,413

Vaughn Benz                      Trade Debt               $ 94,160

Hydro Spa Consultants            Trade Debt               $ 89,698

Nielson-Wurster Group, Inc.      Trade Debt               $ 84,277

Valley Green
Landscape, Inc.                 Trade Debt               $ 82,738

Arizona Restaurant Supply        Trade Debt               $ 81,155

Regent International Hotels      Trade Debt               $ 79,167

Bombard Electric                 Trade Debt               $ 68,047

Los Angeles Times                Trade Debt               $ 68,620

City of  Las Vegas-Sewer         Trade Debt(Utilities)    $ 64,599

Roger Williams Mint              Trade Debt               $ 61,120

Panasonic Corporate
Systems                         Trade Debt               $ 60,809

KH&S Contractors                 Trade Debt               $ 60,000

International Game
Technology                      Trade Debt               $ 56,791

Bell Trans/Charter
Limousine                       Trade Debt               $ 54,871

Enron Energy Services            Trade Debt               $ 45,331


WATERBURY, CT: Fitch Cuts General Obligation Bond Rating to BBB-
----------------------------------------------------------------
Fitch lowers its rating on approximately $96.2 million Waterbury,
Connecticut general obligation bonds to 'BBB-' from 'BBB', and
places the rating on Rating Watch Negative, indicating the
possibility of downgrade in the near future. Events that have
triggered this action are the reappearance of operating fund
deficits in the City's general fund, which have reduced the city's
liquidity and necessitate temporary short-term borrowing to meet
city payrolls in Dec. Through fiscal 1999, the City had
accomplished positive fund balances in its general fund for three
consecutive years, following years of chronic deficits and the
implementation of a state appointed Budget Advisory Council to
oversee its finances. In Jan. 2000, the City indicated that there
was potential for a deficit of about $7 million for fiscal year
ending June 30, 2000, primarily because of the bankruptcy of a
vendor that was responsible for collecting delinquent property
taxes, and had guaranteed the City 99.25% of its current levy in
return for the right to collect on delinquencies. At the time, the
City indicated that it was in process of reviewing and revising
its budgets to address the potential shortfall, and that it was
vigorously pursuing its legal and financial rights against the
bankrupt vendor. Although it is as yet unclear as to exactly what
has transpired, it appears that City actions to address this
potential shortfall were insufficient, that legal actions to
collect against the bankrupt vendor have yet to be successful, and
that the City has experienced additional budget shortfalls for
fiscal year 2000, as well as the current budget year which ends on
June 30, 2001. The City currently estimates a negative fund
balance of about $17 million for fiscal 2000, which is about twice
that which was estimated in Jan. It also appears that revenues
that the City was unable to collect in fiscal year 2000 were again
budgeted for collection in 2001. The Budget Advisory Council had
accepted the original proposed 2001 budget in May of this year,
but requested revisions to the City's 2001 budget which were not
adopted.

Fitch's prior rating of 'BBB' reflected the ability of the City to
operate balanced general fund operations in 1997-1999, and placed
weight on multi-year budget forecasting and the role of the Budget
Advisory Council in helping to keep the City's budgets in balance.
The speed and severity with which deficits reappeared, and the
apparent ineffectiveness of the Budget Advisory Council to
maintain fiscal discipline are the key reasons for today's
downgrade. The fact that the City has continued to maintain a
trustee-held debt service fund with sufficient cash to meet debt
service for the remainder of this fiscal year was considered as
positive, but does not guarantee insulation from severe fiscal
stress if the City does not act quickly to reduce or eliminate
deficits. Continuation of the investment grade bond rating for
Waterbury is contingent upon passage of an 11-mill supplemental
property tax increase, which will be considered by City Council on
Nov. 30. Other potential developments that could reduce the
deficits in the near term are the acceptance of a settlement from
the tax collection vendor and a sale of tax liens for the 2000-
2001 tax delinquencies. Neither of these potential developments
are assured at this point. Fitch will review developments in the
next two weeks to determine the magnitude of the City's cash flow
problems, the role and response of the state-appointed Budget
Advisory Council, the possibility of additional state controls,
the implementation of the proposed tax increase and City plans to
address new shortfalls. At that time, we will review Waterbury's
'BBB-' rating and the Rating Watch Negative status.

                           *********

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

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

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

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

                           *********

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

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

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

This material is copyrighted and any commercial use, resale or
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